This project is an adaptive re-use project for a new charter art high school in the historic Union Storage Building (Armour Creamery) in downtown Fargo. The thesis will examine the correspondence between alternative education models and alternative space making in architecture. Many existing and proposed models will be researched to provide the most comprehensive information. This thesis will create environments and spaces for students, faculty, community members and local artists to succeed in intellectually and creatively while forming a landmark quality structure from the exterior.