Fremantle is the small port city adjacent to Perth. The historic context of its ‘West End’ precinct has been badly eroded leaving pockets of land that are difficult to develop due to recent highly restrictive planning codes. This project seeks to carefully integrate into the tight context through manipulation of its form and elevation in response to the existing immediate context and collective memories of the architectural past that now exist only in photographic documentation. The introduction of a ‘lost image’ of the adjacent corner streetscape, a photo of the former Oriana Art Deco theatre dissolves the new building into the past of its place. The image continues around the building stretched and distorted to the point that it becomes a shadow of the original photograph. The main street façade develops and abstracts qualities of density, detailing and weathering of the only remaining adjacent historic building, Victoria Hall (1897), at ground level a collection of cast concrete artifacts are introduced, everyday objects that are relevant to the Port of Fremantle and seek to capture the qualities of everyday living in the town in a surprising way. The street activity is increased with the introduction of a mix of retail and the mix of scale and type of apartment above will reinforce the eclectic demographic of the residents. The new architecture is a modern intervention that understands and responds to the complex and often contradictory nature of past and present contexts.