ABSTRACT: P.A.C.E. Theater is a non-profit performing arts group in the town of Easthampton, Massachusetts. The group’s desire to find and create a new working standard for artistic non-profits’ survival led them to purchase a 125,000 s.f. 19th century mill complex in town. Their goal is to convert the building into a community arts center with theaters, event spaces, dance studios and rehearsal studios while offering tenant space for additional local businesses such as cafes, restaurants, and offices. Some of the tenant space is also intended for multiple local non-profits in order that they can share their resources and cut their expenses even further. The bigger picture is to create a working model of self sustaining art non-profits which can more easily survive during difficult economic times. In order to bring this vision to fruition, I needed to form a workable plan for a very complicated building complex. The building (or I should say buildings) where built over the course of 150 years being added onto and subtracted from as the mill owners saw fit. This created a complex interior space filled with transition spaces via floor level changes, wall type changes, fenestration adaptations, and structural adaptations throughout the decades. The buildings are a collection of historical layers, or stratifications which have the potential to be uncovered in an “excavation” of the building. My thesis explores the process of understanding a building with these types of complexities and then addresses programming the space to create a logical, clear building plan for the end users. And lastly, I explore the stratification levels, or the archeology of the building and attempt to address its history in my design process.