This short futures film explores the possibility for the city of Hakodate, home to the FUTURE UNIVERSITY HAKODATE (FUN), in the year 2054. The trilogy of student-made short films formed a product they called RETRO-TECH 2054 HAKODATE and this one focuses on Hakodate as an Open Learning City. It features interviews with a Yasushi Watanabe, whom I did not have the pleasure of meeting at the time the film was shot, but did meet several years later, in fact, 3 days before I left Japan to re-locate to Australia. At the time he was Visiting Professor at TOKAI University in Sapporo and we co-presented a public talk about the futures of Sapporo. This talk drummed up considerable excitement about Sapporo’s futures and a new organization to promote this movement was established. To everyone’s shock, Yasushi died suddenly in June 2013. He was still in his forties and we were planning to work together on the future of Sapporo. This was a great loss.