The development of hydropower projects that bring about transboundary benefits is contingent on more than just an alignment of interests in direct negotiations. Factors exogenous to the negotiation process influence the positions each actor develops, and the priority it places on these positions vis-a-vis other national interests. States play multi-level games and are thus subject to the influence of domestic concerns, non-water related interests, global trends, pressures from non-state actors, and dynamics of transnational networks. In the case of India’s pursuit of energy security through the development of hydropower capacity in Nepal and Bhutan, the possibility of positive-sum outcomes has been affected by considerations on multiple socio-political levels. Both Nepal and Bhutan see the sale of their ‘blue gold’ to energy-hungry India as the key to socio-economic prosperity. Yet the alignment of interests between these three players has not created an even spread of mutual benefits. While Bhutan has strong domestic support for hydropower development and has succeeded in establishing a pattern of non-zero-sum thinking with India, Nepal’s water interactions with the hydro-hegemon remain mired by lack of domestic consensus, socio-political instability, and lock of political trust between the two countries.