The Point Defect Model (PDM) has been shown to accurately describe the properties of passive films that form on metal surfaces in contact with aggressive environments under both open circuit and anodic polarization conditions. However, the commonly-employed PDM, known henceforth as PDM-II assumes that passivity arises from the properties of the barrier layer and that the outer layer, if present, contributes negligibly to the interfacial impedance. In this paper, we describe PDM-III, in which a resistive outer layer exists on the surface and contributes substantially to the impedance of the interface. The outer layer is shown to have a profound impact on the properties of the barrier layer and under certain circumstances the barrier layer is predicted to disappear. This new form of depassivation has been observed experimentally. The use of electrochemical impedance spectroscopy to characterize passive films having resistive outer layers is describe and illustrated with reference to the passive state on zirconium in simulated PWR (Pressurized Water Reactor) primary coolant.