The State Theatre is a much loved Cinema built during the 1920’s in a flamboyant style which has earned it a listing as a Heritage Item of State significance. BHA carried out extensive planning work with the owners, Greater Union for the upgrade and refurbishment of the Cinema to address the potential for the Theatre as a full Lyric Theatre and to upgrade the existing Auditorium and bars to provide modern facilities for users of the facility. We worked closely with the specialist Heritage Consultants, Graham Brooks and Associates to assess the impact of these proposed changes on the listed heritage fabric and to propose methods of amending and extending this fabric to accommodate new uses and modern requirements. These included amendment to the proscenium for better site lines and the strengthening of the auditorium balcony to bring the structural design within modern safety parameters. The extension of the stage and inclusion of a full backstage required complex assessments of egress and access within the constraints of the heritage fabric. The transformation of a disused basement bar into a themed cabaret nightclub required agreement from the Heritage Council to the relocation of a scenographically themed Pioneer’s Room within the facility by the relocation and recreation of existing listed Building fabric.