DALLAS • Mr Scott Beck, chief executive of a real estate company, remembers riding his bicycle as a child to Valley View Centre, a mall in North Dallas.
Cars filled the vast parking lot and anchor stores such as Bloomingdale's, J.C. Penney and Sears teemed with customers.
Now, the bustle of shoppers has been replaced by the din of construction - led by Mr Beck, whose company is clearing the way for a US$3.5-billion (S$4.9-billion) development of restaurants, offices and housing.
"We're not just trying to repurpose the mall," said the 43-year-old. "We're repurposing the land."
Many malls across America - and worldwide - have hit tough times, squeezed by changing demographics and competition from e-commerce. Hundreds of department stores, mall anchors for decades, are expected to shut their doors in the United States this year.
Mall owners are fighting back globally, with newer malls devoting a bigger chunk of space to food and lifestyle businesses such as gyms, healthcare, education and even childcare.
Or, in the case of Valley View Centre, start over from scratch.
At Grapevine Mills, a popular shopping destination in North Texas, the "experiential" formula is a major part of the marketing strategy.
Owned by Simon Property Group, one of the country's biggest retail real estate owners, Grapevine Mills feels almost like an amusement park.
In addition to more than 200 retail outlets and restaurants, it has a Sea Life aquarium, a Legoland and a Round One Bowling And Amusement, which includes 24 lanes of bowling, billiards, video games and a karaoke studio.
What was once a J.C. Penney store is now Fieldhouse USA, a 106,000 sq ft indoor sports complex with nine volleyball and nine basketball courts.
On a recent Friday morning, dozens of schoolchildren escorted by teachers and parents trooped through Entrance Five to visit the aquarium and Legoland.
"You get the kids here, the parents here, everybody's happy," said Ms Stephanie Zafiridis, a pre-school teacher.
About 320km to the south in Austin, Highland Mall is getting a different makeover. It is being reincarnated as the 11th campus of Austin Community College, under a nearly US$900-million publicprivate initiative that has stirred new life in the neighbourhood.
Highland Mall, which opened in 1971, was outflanked by competition from newer malls and closed in 2015.
In 2009, RedLeaf Properties paired up with Austin Community College to convert the mall buildings into a campus to ultimately serve up to 20,000 students.
The first phase opened in 2014 in a former J.C. Penney anchor store and serves about 6,000 students a semester.
The campus will be the centre of a project that will include retail stores, offices, about 1,200 residential units and three parks connected by jogging trails.
The overall vision, said Mr Matt Whelan, founder of RedLeaf, is to transform a dying mall "into an academic-anchored, mixed-use area where people can learn, work, live, play and recreate".
The vision Mr Beck has for Valley View Centre is even more ambitious.
The project is called Dallas Midtown and is often described as a city within a city. Renderings show clusters of office and residential towers overlooking parks and other green spaces.
It is expected eventually to include boutique shopping, high-end restaurants, two luxury hotels, a surgical centre, a 10-screen movie theatre, an athletic club and an 8ha park.
"What I'm excited about," said Mr Beck, "is being able to restore this portion of Dallas to the stature that it really had when I was a kid, and the opportunities it brings to the surrounding neighbourhoods."
You can bet other mall owners will be watching - and hatching similar revival schemes.