Freeways cut through cities dividing previously knitted neighborhoods leaving aside each time two “sides” relegated to isolated development and turned in on themselves leaving a wasteland along the edge of the freeways comprised of a patchwork of parking lots and billboards. This work seeks to tackle the possibilities of this edge condition and the ways in which the boundaries between the vehicular nature and the speed and scale of the highway and the pedestrian nature and the speed and scale of the city can be mitigated. Specifically, this work proposes a prototype that would address both the edge itself and the two dissimilar sides in a flexible and adaptable way that can deployed in many other cases as well. The parti consisits of several layers a serian nested way: The first layer is that of the large glass billboard which lines the highway. Its scale and placement augments the driver’s experience of driving in a chasm through the city. The next layer is an in-between zone that consists of vegetation. This hanging garden means to provide a buffer between the residences and the noise and air pollution created by the constant flow of traffic. This zone actually subsumes the existing frontage road which doubles as the service drive for the retail and commercial development. In turn, a new street is created on the opposite side of the building that conforms to the existing urban fabric and architectural language. The proposed building intends to fill in gaps and may vary in length depending upon existing conditions. The building would provide ample underground parking and street-level commercial and retail development. The second floor acts as a buffer zone between the public program of the first floor and the private program of the upper residences and houses all of the amenities for the residents. It includes fitness and laundry facilities, and multipurpose gathering spaces for a variety of sizes and diversity of activities. Also incorporated into this transition zone is a space fully equipped with computers and supplementary equipment intended for both occupational and recreational use of the residents. The result is a building with two distinctive faces that attempts to address and conform to the needs of the language of the modern highway and that of a traditional city.