diff --git a/LICENSE b/LICENSE
new file mode 100644
--- /dev/null
+++ b/LICENSE
@@ -0,0 +1,121 @@
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diff --git a/Setup.hs b/Setup.hs
new file mode 100644
--- /dev/null
+++ b/Setup.hs
@@ -0,0 +1,2 @@
+import Distribution.Simple
+main = defaultMain
diff --git a/pathwalk.cabal b/pathwalk.cabal
new file mode 100644
--- /dev/null
+++ b/pathwalk.cabal
@@ -0,0 +1,21 @@
+name:                pathwalk
+version:             0.1.0.0
+synopsis:            Path walking utilities for Haskell programs
+description:         Simple directory tree walking utilities.
+license:             PublicDomain
+license-file:        LICENSE
+author:              Christine Dodrill
+maintainer:          xena@yolo-swag.com
+category:            System
+build-type:          Simple
+cabal-version:       >=1.10
+
+source-repository head
+    type: git
+    location: https://github.com/Xe/pathwalk
+
+library
+  exposed-modules:     Within.PathWalk
+  build-depends:       base >=4.6 && <4.7, directory >=1.2 && <1.3, filepath >=1.3 && <1.4
+  hs-source-dirs:      src
+  default-language:    Haskell2010
diff --git a/src/Within/PathWalk.hs b/src/Within/PathWalk.hs
new file mode 100644
--- /dev/null
+++ b/src/Within/PathWalk.hs
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+module Within.PathWalk where
+
+import Control.Monad (forM_)
+import Data.IORef (newIORef, readIORef, writeIORef)
+import System.Directory (doesDirectoryExist, getDirectoryContents)
+import System.FilePath ((</>))
+
+pathWalk :: FilePath -> (FilePath -> [FilePath] -> [FilePath] -> IO ()) -> IO ()
+pathWalk root callback = do
+    dirs  <- newIORef ([] :: [FilePath])
+    files <- newIORef ([] :: [FilePath])
+    names <- getDirectoryContents root
+    let properNames = filter (`notElem` [".", ".."]) names
+
+    forM_ properNames $ \name -> do
+        isDir <- doesDirectoryExist $ root </> name
+
+        case isDir of
+            True -> do
+                val <- readIORef dirs
+                writeIORef dirs $ val ++ [name]
+            False -> do
+                val <- readIORef files
+                writeIORef files $ val ++ [name]
+
+    cbDirs  <- readIORef dirs
+    cbFiles <- readIORef files
+
+    callback root cbDirs cbFiles
+
+    forM_ cbDirs $ \dir -> do
+        let newPath = root </> dir
+        pathWalk newPath callback
