This thesis is an investigation of embracing the figural possibilities of palimpsest through layering new construction upon extant. The existing building, a neglected warehouse in Louisville, Kentucky, is challenged by a new program that is intended to subdivide the vast, horizontal space and reconstrue the two distinctly ordered systems to formulate new interdependent spatial relationships. Filtered critical moments and continuities are explored through the implication of collapse, the embrace of datum and ideatum, and the lateral play of scale and repetition. Through development of these new relationships, the building is intended to not be a product but a construct of process, allowing particular moments of composition to exist within a collage of space and time.