During their expansion project, the Town School for Boys in San Francisco created an underground concrete shell for a future gymnasium/450 seat multi-purpose theater with a rooftop playfield above it. They initially planned for a junior high school-sized basketball court at 74 feet × 42 feet. Years later, the project build-out began and design challenges were encountered, including: (1) The school requested a high school-sized basketball court (84 feet × 50 feet). (2) Music classrooms above the stage area were added to the project scope. (3) The project was immediately adjacent to residences. (4) Large ventilation openings on the concrete roof meant that HVAC system noise at the property lines and noise intrusion from the playfield were both issues. (5) Impact noise from the playfield was audible in the shell space. (6) The school wanted to concurrently use the playfield and the theater. (7) A late gift from a donor at the beginning of construction triggered a major redesign of the room acoustics. This paper will cover the history of the project, as well as the challenges and design solutions, which included stepped concrete floating floors, spring isolated ceilings, complicated mechanical system design, and variable acoustics.