This study critically examines the concept and application of Build-Out analysis in land-use planning, particularly its role in shaping zoning and development decisions in municipalities. Based on personal experience conducting Build-Outs in the 1990s and drawing from case studies including Duxbury, MA, and Massachusetts’ statewide Build-Out initiative, the research questions the utility and timing of these analyses. The paper argues that Build-Out is often misused, not as a predictive tool for managing growth after planning decisions are made, but rather as a mechanism to justify growth control measures without sufficient public input. Through a detailed exploration of the motivations, methods, and implications of Build-Out, the study seeks to clarify when and how this tool can be most effectively applied. Ultimately, it aims to help planners, officials, and citizens better understand Build-Out’s intended purpose, its limitations, and the best practices for its responsible use in future planning processes.