Starlings is an interactive light installation conceived as part of Skyline - a Downtown LA exhibition that invites visitors on self guided walking tour of Downtown Los Angeles. Individual works are installed in various types of normally private or inaccessible urban spaces. Starlings is an array of 64 luminous, interactive domes that change color based on local light levels. Domes can be paired (magnets click together to create a full sphere) resulting in a bright display of color shifting light and can be used as a "torch" to affect other objects in the array. Visitors are encouraged to move, stack and reconfigure individual pieces creating subtle waves of color that ripple through the swarm. Each object transmits light levels via integrated Wi-Fi capable micro-controller to a laptop, which can in-turn affect the color of the entire array based on aggregate light levels. Each dome is made out of a Styrofoam "half ball" commonly used in floral arrangement and capped with a Styrofoam bowl. Internally, a luminosity sensor and reed switch are used to trigger color shifting effects. An ESP8264 based micro-controller programmed with Arduino controls a 24 pixel LED array and also sends and receives data over local Wi-Fi. The system is powered with a 2200 mAh Lithium Ion battery typically found in laptop battery packs.