This adaptive reuse of a mid-1800s mill atop a stream had an antique water wheel. The structure was in serious disrepair and on the verge of being demolished. The building is located in a historic district and the envelope shape was not to be changed. To bring in light and a more spacious interior, multiple skylights were cut into the roof, the main floor was cut away and the basement was dug out to provide a third level of floor area. The resultant space, a soaring multistory main living area, utilizes large glazing units to capture the view to the river and the restored water wheel. The material ensemble of newly poured concrete floors, exposed stone foundation walls, bedrock in the floor, and whitewashed timbers make this a magnificent, light-filled, and richly textured space.