This article discusses the planning, design, and start-up of a large-scale membrane plant, integrated with existing infrastructure. The Minneapolis Water Works (MWW) plant produces drinking water for Minneapolis, Minn., residents and draws water directly from the Mississippi River, which has posed challenges in the past because of rapid water quality changes. An exhaustive study and pilot project identified suitable treatment technologies that met MWW's goals and ensured that anticipated changes to water regulations could be met. Ultrafiltration (UF) was selected as the best technology for the plant. Careful planning, good communication, and continuous pilot-testing and assessment of design feasibility were key to the successful integration of membrane technology into the plant-now the largest UF plant in North America.