As downtown Phoenix experiences a wave of new residential and commercial construction, Phoenix Elementary School District #1 (Phoenix #1) is at the center of the largest local demographic change in decades. Phoenix #1 educates more than 6,000 students at 14 schools, from preschool through eighth grade, with many families living in older, historic and modest homes around the downtown Phoenix area. Times are changing, with thousands of new high-rise apartments coming to the market in downtown Phoenix in the heart of the school district. Phoenix #1 must consider how these new residents -- well educated and often with upper incomes but no children -- will fit into a system that draws most its students from less-affluent residential areas surrounding downtown. This report examines the changes that have taken place in downtown Phoenix in recent years and explores what they may mean to the district in the future.