Metal softening, induced during the so-called third stage of material response to rolling contact loading, increases the probability of spalling fatigue failure. Metal softening in the most heavily loaded subsurface region leads to micro-plastic deformation noticeable from the occurrence of microstructural change. The probability of crack initiation increases with the growth of the plastically deformed subsurface region. Subsequent crack growth in that region is stimulated by the induced residual stress and texture. Fatigue failure in modern clean bearing steel develops only when the material has reached the third stage. The threshold to the third stage can be determined, and thus fatigue life can be assessed from observations of microstructural change. Examples are discussed of observed reduction of the ferrite {211} diffraction-line width in relation to observed endurance.