Utilizing the combination of the adaptive reuse design strategy and prefabricated architecture building systems this thesis will explore strategies that enable a building to adapt to better fit into its environment. Taking an abandoned warehouse building in the industrial area of Superior, Wisconsin the project revitalizes a rundown area on the edge of the city near the water and gives new life to an old building that was once adored by the inhabitants of the city. The Twohy Warehouse will become a mixed use building in order to bring a variety of users to the site. Housing a restaurant, jazz club, meeting spaces, and residential units will begin to unlock the potential of the building, and open up numerous possibilities for the future. Along with the renovation of this underappreciated building this project will explore a way to integrate an addition of prefabricated panels. The use of a panel system will allow the addition to be flexible in order to fit with the theme of adaptability. The prefabricated panels will be able to be taken apart, reassembled, and arranged in a variety of ways in order to fit the needs of the users. This new site will draw attention from not only the surrounding communities but visitors to the area as well. Allowing for the high tourist levels of nearby Duluth to cross the lake and begin to establish an identity for the city of Superior.