This chapter recounts the story of how I came to design a Research Apprenticeship Course at UCLA--what we call the RAC. I lay out the origin story of the RAC dating back to early collaborations with Arturo Madrid of the Tomas Rivera Policy Research Center and the Ford Foundation Family of Fellows in the mid to late 1980s. These collaborations helped me establish the blueprint for the RAC as an academic counterspace--a space centered on identifying, analyzing, and challenging race and racism in education. We did this by extending Critical Race Theory (CRT) in the Law to the fields of Education, Race and Ethnic Studies, Women of Color Feminist Theories, and Freirean Critical Theory. My journey weaves in the stories of former students and their relationship to the RAC and how the RAC impacted their research, teaching, and service.