The design I am proposing will be an adaptive re-use project at the Mounds Theatre in Dayton's Bluff, St. Paul, Minnesota. The thesis project will examine how rejuvenation of existing buildings and urban renewal can recover and sustain the history of a place while providing a new use. The Mounds Theatre was renovated to accommodate the culture of the community but the way it was proposed was meaningless. As opposed to its intention in the 1920's which had the purpose to unite a community, the remodeling that took place in early 2000 was based mainly on an economic plan. Much of the history of the building and its context was lost. The brick walls were painted gray and the façade of old was hidden. The thesis project I am proposing will encompass a rejuvenation of this area and will attempt to provide a meaningful expression to complement the history and to bond the area of arts and architecture thus establishing a poetic quality.