Racism remains a pervasive, insidious, and on-going problem in the United States, as evidenced by continued racial disparities in education, employment, health care, and other areas. Given current group levels of power and privilege, White men may harbor a potentially large impact in the struggle against racism. This study addressed the question, “What are the experiences and processes that lead White men to work against racism?” To study this topic, the researcher used two semi-structured interviews to interview 13 participants who self-identified as White men who do anti-racism work. Utilizing a grounded theory methodology (that included line-by-line and focused coding, memo-writing, and theoretical sampling of the interview data) and incorporating feedback from participants as well as auditors, analysis of the data yielded a core category of “Doing anti-racist work” and seven additional components: (1) an early sense of justice and fairness, (2) exposure to racial diversity (e.g., friends of color), (3) experience with oppression/membership in an oppressed group, (4) exposure to “anti-oppression” political culture, (5) learning about racism from people of color, (6) encouragement of anti-racist training/work, and (7) exposure to anti-racist training. This model led to a development of a theory, which highlighted the universality of participants’ sense of justice and fairness, and grouped the remaining six categories into “foundational experiences” and “catalytic processes.” The model seemed to best describe the experiences of participants who reported having a personal experience with oppression. This study carries implications for theory, research, and professional training. With additional qualitative and quantitative studies to support it, the model may prove useful for counseling psychologists and other educators who are interested in leading White men to work against racism.