Statement of Problem Revitalization of downtowns across America continues to be challenged by the shift to the suburbs. The barriers to integrating large-scale retail in a small, medium, and large city downtown were examined. Forces of Data The System View Planning Theory (Taylor, 1998) guided the study of city planners’ and consumers’ perceived barriers to integrating large scale retail into the downtown. In order to ascertain the barriers to integrating large-scale retail into the downtown intercept-surveys with consumers (n=30, responded to the intercept survey in each city) and interviews with city planners were conducted. Conclusion Reached Some significant differences were found between perceived barriers towards integrating large-scale retail into small and large-city downtowns. Although most consumers reported a positive attitude towards large-scale retail, most consumers in Tucson and San Diego indicated that the cost of shopping in the downtown outweighed the benefits. Traffic, parking, pedestrian-friendly street-oriented environment, and local character are among the major barriers identified by the study cities to integrating large-scale retail into the downtown. However, over half of the consumers surveyed agreed that they would shop at large-scale retail on the weekdays if it were available, but less than half of consumers in Tucson and San Diego would shop at large-scale retail on the weekends. Recommendations Three recommendations were suggested to successfully establish and sustain large-scale retail in the downtown. 1. Continue to find creative solutions to parking and traffic barriers. 2. Create a multifunctional, walkable downtown, with amenities to meet most consumers’ needs. 3. Establish retail stores in the downtown that enhance the local character and cater to residents’ needs rather than mostly tourist needs.