Belonging has been described as a basic human need (Strayhorn, 2012) associated with academic success. Yet, research suggests that students from minoritized social identity groups report a lower sense of belonging than their privileged peers. Data collected via a grounded theory study offer qualitative insight into the development of belonging for Women of Color during their first semester at a predominately white university. In this paper, we use the term Women of Color, as described by Mohanty (1991) to refer to the "sociopolitical designation for [women] of African, Caribbean, Asian and Latin American descent, and Native peoples of the U.S. [and]… new immigrants to the U.S." (p. 7). Rich student narratives reveal previously undocumented interconnections among the development of a sense of belonging, cultural competency, unmet expectations, lack of compositional and structural diversity, and campus counterspaces.