My research examines the evolving nature of Jerusalem and its holy places in Late Antiquity, through the lenses of memory, history, and religion. The city was transformed in the fourth century into the Christian "Holy Land," and this dissertation examines how the imperially-driven change either adapted or overcame the city's previous associations with Judaism and paganism. I approached the topic as one of the creation of "places of memory," following several sociological theorists of memory (e.g. M. Halbwachs, P. Nora). The chapters include analysis of early boundary-creation between Christians and Jews and the memorializing and identity-affirming aspects of the literary genre of ecclesiastical history, which grew up in parallel with the creation of the "Holy Land." The chief source for this section is Eusebius, who was both historian and witness to the process in the fourth century. I assess whether sacred space could be turned on its head---was Jerusalem a blessed city, or a cursed one? Pilgrim literature helps to inform this section on attraction, avoidance, and shifting blame. That leads to analysis of the fifth-century ecclesiastical historians (who saw themselves as Eusebius' heirs, but grew up in a totally different world) and transfers of holiness: relics, especially from Jerusalem, spreading throughout the world. Finally, running throughout the work is the thread of marginalization of Jews and Jewish places of memory in the increasingly Christianized cultic topography of Jerusalem. The final chapter takes us through the seventh-century Arab conquest of Jerusalem, and analyzes the new complexities and competition for sacred real estate amongst all three faiths that now held the city to be holy. Much like today, Late Antique Jerusalem was both blessed and cursed simultaneously, claimed by multiple parties but never shared.