The purpose of this project is to design a successful plan for the redevelopment of Carousel Mall in San Bernardino, California. In order for this project’s outcome to be successful, there are several aspects that need to be considered. Since Carousel Mall is an abandoned mall it is essential that we understand how it got to that place. To best gain that understanding, the first chapter of this project will look at the history of mall form and how it shaped the malls we know today. This chapter will also help understand why malls in America began falling and how these fallen malls have been reinvented into centers of successful design. This introduction to the Mall will lay out the groundwork for the second chapter which looks at several successful mall redevelopments in California. There are three cases that outline success for mall redevelopment to set a guide for the development of Carousel Mall. The cases are Uptown District, The Crossings, and Santana Row. The third chapter will take a look at Carousel Mall, looking at its history and the context that it lies within in San Bernardino. From the context this chapter provides of the site, it will provide a greater overview when looking at the next chapter: existing conditions. These conditions are shown in three different contexts: Circulation, Environmental Conditions, and Land Use. From this context of the site and the goals set in place to make Carousel Mall successful, the next chapter will outline the design process. This process consists of a vision statement and goals and objectives that will become a visual representation brought into the concept map then fine-tuned to make an illustrative site plan. From the final design, a program will be made that outlines all the uses in the project area. In the end, this project will help give insight into what the reinvention of Carousel Mall can look like.