For a few weeks last year, the crumbling shell of North Hollywood's Valley Plaza mall got a strange second life: production designer Howard Cummings and his crew re-faced its abandoned buildings to resemble the video game world of Fallout, turning a 74-year-old dead mall into a retro-futuristic vision of post-apocalyptic Las Vegas for the show's second season.
The production, which follows Lucy (played by Ella Purnell) and the Ghoul (played by Walton Goggins) as they explore the ruins of New Vegas, filmed at the abandoned Valley Plaza mall in Los Angeles, according to the New York Post. Cummings called the setting a “retro-futuristic Vegas,” and said the goal was to capture Las Vegas as it existed before the show's fictional nuclear bombing of 2077, per the same report. The crew reportedly built a 27-foot Lucky 38 sign on set and added Wrangler Casino and Silver Rush signage, while the mall's old Regal theater was rebranded as the Gomorrah Hotel and Casino for the shoot.
Aside from digital Vegas backdrops added later, the season's New Vegas sequences relied on real, practical sets built directly onto the mall's bones, the Post's account notes. Production reportedly filmed prewar flashback scenes first, before Cummings and his team trashed the set to reflect the wasteland timeline the show is known for. An overpass was added in post-production to complete the illusion.
A Mall That Once Drew a President
Valley Plaza opened in North Hollywood in 1951, and it was among the West Coast's first open-air shopping malls. By the mid-1950s it had grown into the largest shopping center on the West Coast and the third-largest in the United States, according to LAist. The 50-acre complex, designed by developer Bob Symonds, was built to serve the San Fernando Valley's booming postwar suburbs.
Its cultural cachet ran deep. John F. Kennedy made a high-profile campaign stop at Valley Plaza in 1960, according to the Los Angeles Times, back when the shopping center was at the height of its regional popularity. Decades later, in 1983, Randy Newman filmed the music video for his song I Love L.A. at the mall, per the Post's reporting. Over the years, Valley Plaza also hosted film and TV shoots including Magnolia, Pineapple Express, Straight Outta Compton, Captain Marvel, Sneaky Pete, and The Middle.
Decades Of Decline After Northridge
The mall's long decline traces back to the 1994 Northridge earthquake, which structurally damaged multiple buildings, forced out tenants, and set off roughly 30 years of failed redevelopment plans, LAist reports. Many of the earthquake-damaged structures were red-tagged by city inspectors and simply never repaired. By the time Fallout's crew arrived, Valley Plaza had been dormant for over a decade.
The site's owner, Charles Company, faced years of criticism from city officials over the neglected property, while co-owner Arman Gabaee was sentenced in 2022 to four years in federal prison in a major Los Angeles public corruption case, according to The Real Deal. The outlet reports the developer claimed it had spent more than $1 million securing the property while it awaited city permits. The ownership gridlock and legal troubles left the blighted mall standing for years after it could have been redeveloped.
City Declares It A Public Nuisance
On August 19, 2025, the Los Angeles Board of Building and Safety Commissioners unanimously declared six vacant Valley Plaza properties a public nuisance, citing years of fires, squatting, and criminal activity, per LAist. Los Angeles city commissioners approved a plan to demolish the mall that October, and the demolition process began that same month. Fallout will seemingly be the last film or television production to shoot at Valley Plaza before the wrecking crews finish their work.
Not everything is coming down, though. City plans preserved Valley Plaza's iconic 165-foot, 12-story tower, one of Los Angeles's early suburban high-rises, even as six dilapidated buildings around it were slated for demolition, the Los Angeles Times reports. The tower has served as a visual landmark for North Hollywood since the mid-20th century and will remain standing after the rest of the site is cleared.
From A Dead Mall To A Western Backlot
Fallout's New Vegas isn't confined to the mall. Production also filmed the show's Freeside district at Melody Ranch Motion Picture Studio, an old west town in Santa Clarita previously used for HBO's Westworld, per the Post. The 22-acre historic movie ranch was originally owned by cowboy star Gene Autry and has also hosted Deadwood and Django Unchained, according to SCVHistory. The Veluzat family rebuilt the ranch's Western street sets after a 1962 fire destroyed the originals.
The move to film in California was itself the product of a state financial incentive. In April 2024, the California Film Commission awarded Amazon MGM Studios $25 million in tax credits to relocate Fallout Season 2's production from New York to California, projecting $153.6 million in qualified state expenditures, according to the California Film Commission. California's Film and TV Tax Credit Program offers state rebates specifically to prevent productions from running off to other states or countries.
What Comes Next For The Franchise
Amazon renewed Fallout for a third season in May 2025, and the state's financial backing has only grown since. In late 2025, California awarded Fallout Season 3 an expanded $42 million tax credit within a $166.3 million state budget allocation, marking one of the largest single allocations in the state tax incentive program's history, according to The Daily Herald. Governor Gavin Newsom has expanded California's annual film tax credit program to $750 million overall to counter competition from productions filming out of state.
Production listings scheduled Fallout Season 3 to begin filming in Santa Clarita in May 2026, cementing the region's role as a long-term home base for the series, per Production List. Director Frederick E.O. Toye was tapped to direct episodes for the upcoming season, though an exact production start date for Season 3 remains unclear. Valley Plaza, for its part, will not be part of that future — its brief turn as New Vegas stands as the closing chapter for a mall that once drew a sitting presidential candidate and, decades later, only a demolition crew.
