When Osaka hosted Expo1970, Japan had built its cities big and fast. Tokyo and Osaka were two of the world’s most populous cities, powered by large-scale industrialization and connected by a bullet train that moved faster than any train on the planet. Today, as Osaka prepares to host Expo2025, it calls for a “human-centered society” that is slower-paced, sustainable, and human-scaled. While these goals are being set at the global and national levels, this transition to Society 5.0 is ultimately being designed at the local level. Japan has come to be known for its spaces (urban, suburban, and rural) that are safe, clean, walkable, bikable, and inhabited by people who are kind, considerate, and connected.  There are isolated lives and solitary deaths, but these are seen as problems Japanese localities need to come together to fix.  How is Japan creating and re-creating these livable localities? I argue that Japan’s “problem” of depopulation is actually helping to make localities more livable, not just by making them less crowded but also by motivating localities to compete to keep and attract new residents. This competition combines with long-standing social structures that facilitate civic engagement so that both “exit” and “voice” propel Japanese localities to make themselves steadily more livable.