What became HathiTrust started in late 2006 as a proposal from the University of Michigan to its sister libraries in the Committee on Institutional Cooperation (CIC), to operate a shared digital repository to archive the large files that would be generated as the CIC libraries contracted with Google to digitize portions of their book collections. Nobody wanted to see a wasteful duplication of server architecture to store all those files. Over the course of the following year the preliminary functional objectives, collaborative principles, and the business and legal models were refined. By June 2008, when the name HathiTrust was coined, the repository already held the digital files for more than one million volumes; in October of that year, the University of California system joined forces with the CIC and all of a sudden it looked like this enterprise was going to have real legs. Paul Courant and John Price Wilkin at the University of Michigan deserve special credit for their vision and initiative, the University of Indiana for quickly partnering to architect a mirror site, and all of the CIC library directors for reorienting their thinking quickly from supporting a straightforward digital preservation archive to a dynamic multi-functional platform that would soon occupy a unique niche in the information landscape.