We study the problem of generating counterfactual text for a classifier as a means for understanding and debugging classification. Given a textual input and a classification model, we aim to minimally alter the text to change the model’s prediction. White-box approaches have been successfully applied to similar problems in vision where one can directly optimize the continuous input. Optimization-based approaches become difficult in the language domain due to the discrete nature of text. We bypass this issue by directly optimizing in the latent space and leveraging a language model to generate candidate modifications from optimized latent representations. We additionally use Shapley values to estimate the combinatoric effect of multiple changes. We then use these estimates to guide a beam search for the final counterfactual text. We achieve favorable performance compared to recent white-box and black-box baselines using human and automatic evaluations. Ablation studies show that both latent optimization and the use of Shapley values improve success rate and the quality of the generated counterfactuals.