The fashion retail industry has already been undergoing an extensive transformation since the introduction of e-commerce in the late 1990s. However, changes in consumer shopping behavior caused by the COVID-19 pandemic have fundamentally altered the industry in a matter of months. Because the COVID-19 pandemic is relatively recent, there is a lack of literature regarding the challenges and opportunities for fashion retailers in light of these changes in consumer behavior. This project will illuminate the challenges and opportunities created by the COVID-19 pandemic for the different distribution modes in the fashion retail industry: brick and mortar stores, e-commerce, and omnichannel retailing. By synthesizing existing literature on the prior e-commerce disruption, pre-pandemic situation, and the COVID-19 situation, this study will provide context to explain fashion retail industry's current state of flux. Research findings will also reveal valuable insights about consumer shopping behavior in a pandemic and the role consumers play in industry transformation. Based on these insights, this study will provide research-based recommendations for fashion retailers to thrive in the current landscape and as the industry eventually moves to a post-pandemic environment. CHALLENGES AND OPPORTUNITIES OF A PANDEMIC 4 apocalypse. Section two focuses on the changes in consumer shopping behavior caused by the pandemic and the current challenges and opportunities presented to retailers. The final section provides recommendations for retailers to respond to these challenges and opportunities. Together these sections will identify what the literature reveals about the impact of disruption on the fashion retail industry and the responses by consumers and retailers. Methodology The purpose of this paper is to address the challenges and opportunities for US fashion retailers presented by changes in consumer shopping behavior caused by the COVID-19 pandemic. Research Questions Four research questions guided this study: Research Question 1: What are the changes in consumer shopping behavior caused by the COVID-19 pandemic? Research Question 2: What are the challenges presented by these changes in consumer shopping behavior for brick and mortar, e-commerce, and omnichannel modes of distribution? Research Question 3: What are the future opportunities for these three modes of distribution? Research Question 4: Given these changes in consumer shopping behavior, how can brick and mortar retailers thrive? To answer these research questions, I conducted an extended literature review of scholarly sources published between 2005 and 2020. The majority of sources came from academic journals such as the Journal of Retailing, Journal of Business Research, and the Journal of Marketing. Recent data and statistics from sources such as the U.S. Census Bureau, McKinsey Insights, and Statista are also included. Additionally, I interviewed an account