Modular, Reconfigurable, and Rapid-response (MR(sup 2)) space systems represent a paradigm shift in the way space assets of all sizes are designed, manufactured, integrated, tested, and flown. This paper will describe the MR(sup 2) paradigm in detail, and will include guidelines for its implementation. The Remote Sensing Advanced Technology microsatellite (RSAT) is a proposed flight system test-bed used for developing and implementing principles and best practices for MR(sup 2) spacecraft, and their supporting infrastructure. The initial goal of this test-bed application is to produce a lightweight (approx. 100 kg), production-minded, cost-effective, and scalable remote sensing micro-satellite capable of high performance and broad applicability. Such applications range from future distributed space systems, to sensor-webs, and rapid-response satellite systems. Architectures will be explored that strike a balance between modularity and integration while preserving the MR(sup 2) paradigm. Modularity versus integration has always been a point of contention when approaching a design: whereas one-of-a-kind missions may require close integration resulting in performance optimization, multiple and flexible application spacecraft benefit modularity, resulting in maximum flexibility. The process of building spacecraft rapidly requires a concerted and methodical look at system integration and test processes and pitfalls. Although the concept of modularity is not new and was first developed in the 1970s by NASA's Goddard Space Flight Center (Multi-Mission Modular Spacecraft), it was never modernized and was eventually abandoned. Such concepts as the Rapid Spacecraft Development Office (RSDO) became the preferred method for acquiring satellites. Notwithstanding, over the past 30 years technology has advanced considerably, and the time is ripe to reconsider modularity in its own right, as enabler of R(sup 2), and as a key element of transformational systems. The MR2 architecture provides a competitive advantage over the old modular approach in its rapid response to market needs that are difficult to predict both from the perspectives of evolving technology, as well as mission and application requirements.