The global pandemic required many instructors to adapt to online learning without the face-to-face support of colleagues. However, two friends teaching at universities in Japan turned this challenge into an opportunity by developing a critical friendship. They applied Costa and Kallick's (1993) definition of a critical friend as someone who asks thought-provoking questions, provides alternative perspectives, and offers constructive criticism as a friend. Hatton & Smith (1995) further emphasized that critical friendships involve collaborative discussions, encouraging open dialogue, questioning, and even confrontation to improve teaching practices. Kato and Mynard (2016) argued that reflecting with others is more challenging but offers valuable insights compared to self-reflection alone. They advocated intentional reflective dialogue, deliberately structured to foster deeper questions, as crucial for effective reflective learning. This presentation showcases the discoveries and transformations made by the presenters through their critical friendship. After a review of relevant literature, the presenters will explore how to establish a successful critical friendship. They will share data from their meetings and personal journals, demonstrating how their critical friendship has influenced the modification of their lessons to enhance the learning experience for their students. This presentation will benefit instructors seeking to engage in reflective practice by cultivating critical friendships.