This paper will outline the concrete steps and challenges of, one of the most comprehensive brownfield redevelopment. projects in the USA. A road to be constructed in 2002, gave rise to a vision capturing $237 million of investment to date. The paper includes historic and current photos, maps, charts, and newspaper stories. The Phalen Corridor Initiative is a complex public-private collaborative where corporations learn to work with neighborhood groups and every level of government. This project addresses environmental justice as African Americans, Hmong, Somali, and Hispanics have: moved to. the East Side of Saint Paul. However, the once thriving plants and decent housing have been replaced by absentee owned rental houses and polluted land. Successes of the project include... 1) Williams Hill Business Center, a converted brownfield and winner of the Minnesota Economic Development Award for 2000. The site includes 650 jobs, and the companies hire through a job bank the collaborative established. 2) Medium density, mixed income, sustainable housing designed by a partnership with fourteen corporations (3M and Andersen Window, etc.), community groups, Habitat for Humanity and the City. 3) A retail center, built on a marsh, was tom down in the nation's first example of retail re-conversion to a wetland. Now, a bank, a 62 million-dollar state agency, over one hundred units of senior housing and a national grocery are being built surrounding the new wetland. 4) A multi-modal transit corridor that includes a new road, bicycle/pedestrian trails, storm water ponding, a large bridge, rail, a $60 million interstate interchange, and bus transit. This paper will include a complex funding strategy with corporate, federal, local and state dollars.