The Ministry of Transportation (MoT) of the Province of B.C. noise abatement policy requires that environmental community noise impacts of highways projects involving new or substantially upgraded highways be assessed and mitigation implemented where warranted. This paper presents an extraordinary noise model developed to mitigate residential areas of the Village of Lions Bay on the rugged B.C. coastline from the Sea-to-Sky Highway connecting Vancouver, B.C. to Whistler, B.C. home of the Winter Olympic and Para-Olympic Games in 2010. The Cadna/A Version 3.9.15 software was used to develop a new 4 lane split grade alignment model incorporating two mini-interchanges. With the objective of achieving a 10 dBA noise reduction benefit, mitigation in the form of quiet pavement (OGA), traffic calming and 5 meter high absorptive sound walls or noise barriers were introduced into the model which included 150 mountain side residential receptors along the 2 km long corridor at elevations up to 35 meters above the project. Noise reduction benefits for dwellings were further analyzed to determine contributions during each stage of project development by creating a super user, modular, multi-layer noise model of Lions Bay. This work was carried out under the sponsorship of BCMoT.