The hierarchical p-median location-allocation model assumes that patrons always travel to the closest facility of appropriate level and that their interests are best served when the distances they must travel to do this are minimized. This assumption about travel behavior is unrealistic, patrons in the real world are known, for instance, to bypass lower level facilities that can serve their needs to attend higher level facilities. We introduce the concept of ‘expected distance under referral’ to deal with such irrationality and incorporate it into a location-allocation model that minimizes the negative effects of such irrational behavior. We demonstrate the model with several types of non-optimal travel behavior.