In a span of two years the City of Rio de Janeiro will have hosted two of the biggest sporting events in the world, the 2014 World Cup and 2016 Summer Olympics. As I argue throughout this dissertation, the potential these sporting mega-events hold for attracting capital investment to the city is immense.And, as such, the City of Rio de Janeiro has unveiled a dizzying array of new urban policy initiatives designed to prepare the city for the mega-event and in the process make the city an attractive space for international investors. The consequences of these policies, I argue, is irrevocably altering the socio-spatial structure of the city creating new landscapes for tourist consumption and zones for real estate speculation. In the process, the City of Rio de Janeiro is permanently reconfiguring its nearly 450-year-old urban settlement pattern characterized by a relatively high-percentage of low-income residents occupying residencies in and near the urban core. This dissertation examines how this process is unfolding across the city. My findings suggest low-income residents are being pushed to the periphery of the city through both 'hard' displacement (forced evictions) as well as 'soft' forms of displacement, including gentrification. This research specifically focuses on the latter, exploring the various ways in which gentrified landscapes in Rio de Janeiro's sporting mega-event city have been produced. My research findings suggest a myriad of forces, including 'exceptional' urban policies, the commodification of Afro-Brazilian culture, and community 'pacifying police,' have been instrumental in producing gentrified landscapes in the city. Yet, by exploring gentrification in a number of spatial contexts over my five years of fieldwork, I suggest these processes unfold in a spatially uneven and place-contingent ways. I thus argue gentrification in Rio de Janeiro is actualized through a series of geographically unique connective processes, rather any one homogenizing force. This dissertation also examines how residents at risk of losing their homes resist gentrification and displacement. Through in-depth interviews with activists and months of participant observation, I point to the importance of place-based social movements asserting their 'right to stay put' through vigorous discursive and material defenses of their communities. These activists work to shift the production of locality in their favor so their communities might become viewed as a 'home' rather than an exploitable commodity.