A 30-acre site of underutilized space located beneath a multi-level interchange in San Francisco, CA is envisioned as a highly productive sequestering urban forest that humanizes the street level making it accessible, safe, and enjoyable for the public. The design had three primary goals. 1) Combine time, process, and ecology to offset CO2 emissions from the freeway while creating a memorable place. 2) Reduce persistent flooding on this former marshland. 3) Reconnect 2 neighborhoods to each other and to the city’s largest Farmer’s Market.