The growth of Melbourne’s peri-urban region has resulted in significant change to population, housing landscapes, farming systems and transport demands over several decades. Critical environmental consequences include increased fire risk for housing, the proliferation of housing in rural landscapes, decreased water yields in some locations and increased infrastructure demands in rural areas. Urban growth on the fringes of some towns has resulted in long-term social, economic and environmental impacts. The changes have largely appeared as incremental at a regional scale. The processes of land fragmentation, housing development, population growth and land use change are continuing. Peri-urban regions of Melbourne have increased population and housing at rates in excess of those experienced in many parts of metropolitan Melbourne for over a decade. This development is spatially uneven, with high growth pressure on a number of localities, towns and landscapes where access to metropolitan employment, lower housing costs and the quality of local amenity has drawn inward migration. Population growth is also a feature of many locations where growth pressure is, nonetheless less intense. The peri-urban region is increasingly functionally aligned with social and economic trends in metropolitan Melbourne, with their local housing markets an expression of the broader housing markets of the city region. This paper will explore the process of modelling growth and change across the outer peri-urban region and for specific localities and communities. It will introduce scenarios for change based on trends, planning policy options and future costs and preferences, and the results of spatial (GIS) modelling undertaken to explore the consequences of change within these scenarios. It will then identify the implications of these models for communities and environments in peri-urban Melbourne and adjoining regions.