In downtown Memphis, a celebrated mid-century modern building was facing demolition. For 25 years it had housed a progressive bank, now abandoned. A young music college was seeking a new home in an urban context. The college wanted a fresh and exciting character for the college, but the required functional spaces were quite different than that of the bank. New mechanical, plumbing, and electrical systems absorbed most of the construction funds, leaving little for interior renovations. Fortunately, there was a desire to preserve the bones of the existing building by making minimal insertions into the concrete structure. The bank was designed to be simple and breathtakingóthe new design pays homage to that philosophy. The new adaptive design centers around programmatic insertions into the structure that meet the needs of the college. The original building is a modest four-story structure serving as a backdrop for a dramatic landscaped, light-filled atrium. The design respects the atrium with new window boxes housing personal practice spaces. The boxes allow the color palette of each floor to be expressed upon entry. Because the atrium was inside the original building envelope, it had been considered too expensive to maintain due to the atriumís energy loads. The building was slated to be demolished for a parking lot. The new design places the atrium outside the envelope, reducing the energy load dramatically, creating a street level urban park. The college is on the downtown trolley line and is a catalyst for a previously dormant part of the city.