Fun Mills intends to revive the economy of the declining post-industrial town, Burnley, UK. Taking influence from Cedric Price’s proposed Fun Palace, this thesis explores how architecture might continue to flourish through society’s dependence on digital technology. Burnley was once England’s centre of cotton and wool production yet is now comprised of numerous vacant cotton mills that line the Leeds & Liverpool Canal. While the majority of prosperous cities in the UK have shifted their economies to knowledge industries, the predominant population of Burnley is trained in the manufacturing sector, lacking the education to move into a knowledge economy. This project proposes the transformation of unused cotton mills into a network of interactive textile labs, to bridge a sharing economy between manufacturing, knowledge, and service industries. Similar to notions of the Fun Palace, the buildings acknowledge indeterminacy by allowing reconfiguring forms to adapt to the continuous progression of technology.