This work addresses the uses of space within a building over time. Through the years, needs of spaces evolve and require changes. Often, buildings are left vacant once they no longer function for their desired needs. Economic hardships also add to this occurrence. This work gives the designer the challenge of reusing spaces that have lost their original function and are left in a state of desolation. The theoretical premise of this thesis is sought through exploration of human needs and their well-being. The designer then obtains a better understanding of the function of spaces needed. The site is in southwest North Dakota, a small town of 150 people known as Marmarth. The town’s main street beholds strong Architectural character and is begging to be revived. Through an adaptive reuse and restoration project with new construction, the original downtown can be reinvented. The existing 1st National Bank and Barber Auditorium is 20,500 GSF and the new construction with the atrium will be 18,000 GSF. The spaces will lend to the community while attracting tourists to the area. With an understanding of time, space, and place, a more sustaining design can result, creating a place for past building’s spaces in the present and future.