This article examined how teacher candidates' thoughts shifted regarding social inequity in a sophomore-level Foundations of Education course located in the mid-Atlantic region of the United States. First, we described in detail the teacher education program and course, as well as class simulations, school observations, course readings and class discussions. Then, we examined the narratives of our teacher candidates' transformation. We found that the afore-mentioned experiences successfully supported transformative thinking regarding social justice. By the end of the course, many teacher candidates began to take ownership over their learning and started viewing themselves as responsible change agents. They began to examine education as embedded in larger social contexts, scrutinized their own schooling experiences and stepped outside of their own conceptions of education to initiate discussions of social justice. (Contains 1 table.)