We propose building a portable cosmic-ray telescope to be used for student research projects and in the undergraduate physics laboratory. The suite of experiments range from the exploration of cosmic ray properties to the measurement of the relativistic speed of the muon. The telescope will be designed and fabricated by two undergraduate students under the supervision of a faculty adviser in the Physics Department. It will then be taken to the recently constructed detector hall built for the Mu2e experiment at the Fermilab particle accelerator where it will be used to measure the background cosmic-ray rates. Then the detector will be shipped back to UVA and installed in the undergraduate physics majors laboratory. The apparatus will introduce students to the some of the tools and techniques used in modern nuclear and particle physics. The modular nature of the apparatus will allow a variety of different experiments to be mounted by students.