A major film production studio was slated for demolition due to the expansion of a theme park. Audio tracks for many popular films and animated productions were designed, recorded and mixed in the facility. Space for the new studio was included in a large office renovation project that was occurring in several large existing warehouse/office buildings. The acoustical challenges of providing sound isolation between and among adjacent recording, control and editing spaces as well as between the studios and the exterior which included building box-in-box-in-box isolation systems within the existing warehouse posed an interesting challenge. With the unforgiving structural system of the existing warehouse building, thinking both outside and inside of the box was necessary. Fitting the low velocity ductwork in the relatively low ceiling height of the existing structure was not easily accomplished. Each of the existing limitations of the warehouse building was overcome by closely working with the Design Team and the Contractor. Acoustical shaping and finish materials were designed and selected to meet the criteria of the users for reverberation, room response, low frequency sound control, diffuseness and background noise. The users were pleased to work in a studio that allowed the artists and the engineers to work throughout the day into the night and through thunderstorms. The studio has been very well-received by the users, since the resulting sound tracks translated very well when played back in a variety of venues.