The Imagine stream processor is a 21 million transistor chip implemented by a collaboration between Stanford Unversity and Texas Instruments in a 1.5V 0.15 micron process with five layers of aluminum metal. The VLSI design, clocking, and verification methodologies for the Imagine processor are presented. These methodologies enabled a small team of graduate students with limited resources to design a high-performance media processor in a modern ASIC flow.