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Hitler was ignoring the League of Nations and taking over large parts of northern Europe. This upset Mussolini because it meant he wasn't winning.
Mussolini stayed neutral even though he didn't want Hitler winning. He would be seen as a hypocrite if he retaliated against Germany.
Japan wanted to conquer all of the South Pacific and Southeast Asia in search of more resources.
Italy decided to form an alliance with Germany and Japan in an effort to win the war.
Allied Powers (France, Britain, Soviet Union, US) were winning. The United States invaded Italy, causing Italians to turn against Mussolini.
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