Russell: A Place of Promise (RPOP) is a justice- based initiative focused on generating investments in the people and places of Louisville, Kentucky’s Russell neighborhood, a historically Black community just west of the central business district. RPOP’s investments are driven by a unique power-sharing model that centers resident values and priorities in defining place-based development and wealth-building initiatives, including Main Street-level business and large-scale commercial projects. This session will explore strategies and benefits of investing in people before substantial investments are made in place-based projects as a practice for building community wealth, sustainability, connection, and long-term success.