This Thesis will look into the underutilized and often overlooked land resource above built cities. The air space above our structures and roads is a frontier that rarely is tapped into. In an attempt to counter urban sprawl and strain on infrastructure this project will focus on revitalizing downtown as a livable, workable, and enjoyable place to be, while providing it’s population easy access to ammenities and services within the city. This project will feature new residential condominiums within the downtown of Rochester, MN. Targeting empty nesters looking to leave the hassles of home maintenance and enjoy the downtown lifestyle. The goal is to minimize the footprint on ground level while utilizing unused airspace above existing structures without impacting the existing structures. Upon completion the project will showcase an alternative to the sprawling city.