This project is turning Australia's ugliest building into an inspirational educational space. This is stage 1 of a new school reusing an existing building. It is a 21C teaching space, the traditional classroom is replaced by light filled spaces enabling students to readily access diverse learning settings. The overarching design provides flexible, open learning spaces using materials that create a warm and natural atmosphere. Equally important was the need to produce a variety of differently scaled spaces to suit small children together with a high use of technology. While the existing concrete structure is partially exposed, timber floors and acoustic ceilings, movable screens, joinery that includes shelves, built in seats and withdrawal space, enable different teaching configurations. A central spine defined by elevating it one step up creates a bridge connecting the length of the space. It also provides various learning spaces such as the floor section that is a collection of wooden boxes that children can remove and use as seats, whilst turning the pit into a reading or play space. The only enclosed areas are the two small group withdrawal spaces that form the central component of the free-standing plywood joinery elements. The administration areas on the other side of the spine are fully transparent and visual to the whole school community. Natural ventilation and daylight were massively increased by demolishing the ground floor brick wall and replacing it with airtight high performance timber framed double glazing with large openings to the external timber deck. It is performing at the highest level where heaters were barely turned on in its first winter. By responding to the environmental imperative to creatively re-use old buildings this new Primary School is a model and leader in pedagogical design.