The question of how to theorize the relationship between consciousness and the social transformation of racism remains vexed. Most critical theories agree that some form of critical consciousness is necessary for the transformation of social life, but disagree about whether this change is sufficient. Furthermore, they disagree about whether the content of this change is at the level of cognitive beliefs, active ignorance, or ideology. In this article, I describe most accounts of social transformation of racism as relying upon what I call awareness consciousness. I argue that the model of awareness consciousness in critical theory risks giving too much explanatory power to the role of self-knowledge in developing accounts of successful social transformation. In contrast, I defend an account of critical consciousness that emphasizes the primacy of social structures in constraining and enabling our practices. When social structures can no longer support our horizons of expectation there is the possibility for the development of what I call crisis consciousness and utopian consciousness. The materialist account I deploy locates the social transformation of racism in the experience of dysfunctional institutions and the consequent insight of how to collectively develop functional institutions that can enable new forms of social practice.