Urban Entertainment Destinations (UED) are a new form of development comprised of unanchored retail projects that mix entertainment venues and icon restaurants as a solution for enticing visitors back to the city. The difference between these destinations and the traditional shopping mall is the experience gained when leaving the destination. As a solution, several cities have considered Urban Entertainment Destinations as a developmental means for revitalizing the downtown. This thesis design project attempts to explore the significance of UED's by conducting a literature review and case study analysis of nine UED's across the United States. Studies extracted from each module revealed the importance of six key strategies- Placemaking, Multi-Anchoring, Contextual Links, Critical Mix & Mass, Programmability, and Branded Identity. Particular attention was placed on placemaking; designing gathering spaces, pathways, material choices, spatial relationships, and programmed land use. An emphasis has been made on incorporating the history and culture and the site's sense of place, two placemaking components that help create a distinct destination. These strategies were used as a basis for developing a set of design criteria that were in turn applied to the development of a master plan for a new UED in Rockford, Illinois. / Master of Landscape Architecture