Shopping Passage The Molenpoort in Nijmegen is an indoor shopping centre that in current times is struggling with decreasing visitor numbers and rapidly growing shop vacancies. The municipality of Nijmegen has plans to demolish the building completely, and create an outdoor -generic- shopping street with apartments on top. Research points out that there is no need for more chain stores in the city centre of Nijmegen, instead people want more specialized shops with local products. A new urban plan for the area is designed, in which parts of the original building are demolished, but most of it is kept to house new programs. Focus of the urban plan was chosen to be the public Music & Arts School, which is created in the existing concrete structure located in between the busy Molenstraat and the new green courtyard. A detailed investigation of the existing structure of the building pointed out some systematic characteristics of the construction, and on the other hand some unique particularities. The leading concept of the design became to articulate, show and appreciate these characteristics and particularities of the existing structure. The Music & Arts School has a variety of rooms, all with different acoustic requirements. The final design is a result of experimentation with the goal of finding the sweet spot between the poetics that came from the structure and the functional requirements for the interior spaces.