Model updating concerns the modification of an existing but inaccurate model with measured data. For models characterized by quadratic pencils, the measured data usually involve incomplete knowledge of natural frequencies, mode shapes, or other spectral information. In conducting the updating, it is often desirable to match only the part of observed data without tampering with the other part of unmeasured or unknown eigenstructure inherent in the original model. Such an updating, if possible, is said to have no spillover. Model updating with no spillover has been a very challenging task in applications. This paper provides a complete theory on when such an updating with no spillover is possible.