How can new spaces evoke the layers of memory associated with historic places and utilize them to envision anew? What are the spatial strategies involved with creating architecture rich in memory and how can a space which is cognizant of its physical and historical context serve as a tool for revitalization? These questions could be used to investigate revitalization efforts in much of the cities and towns which line the Connecticut River Valley. Ultimately, solutions become directly rooted in the context to which they are set. With the industrial village of Turners Falls as the setting, this thesis is based on an evaluation of the village’s contemporary and historic physical and social fabric. Through gaining an understanding of the nuanced history and memories associated with the village, a new cultural center is proposed and meant to serve as a beacon for the village’s budding arts community. The design approach uses strategies of spatial complexity, tension and ambiguity to draw connections between the past and present in an effort to create a new space which is cognizant of its contemporary and historic context. A sensitivity to siting, tectonics and materiality serve to inform design decisions. Ultimately, the new space reconnects the town back to its history of making by creating a space for renewed innovation in the arts and its siting crafts a future rooted in a harmonious relationship between the village and its waterfront along the Connecticut River.