Through analysis of student interviews and program staff interviews, this project explores how one program was crafted to help Students of Color develop competencies for educational success, gain exposure to undergraduate research, and maintain their cultural identities as part of their scholarly pursuits. Findings revealed that intentional bi-directional socialization processes that incorporated students' backgrounds into their academic pursuits positively contributed to students' development as scholars. The bi-directional socialization process that was facilitated by the program's intentional programming and interactions created academic counterspaces that promoted the development of relationships with peers, staff, and faculty who helped guide students' educational pursuits.