Baybrook Mall was first conceived in 1973 as a regional mall serving the growing Clear Lake Area and became reality when construction of the mall completed in 1978. Though considerably large for its trade area at the time, the mall quickly became successful with the trade area's affluent customer base that previously went to Almeda Mall for retail services. The first anchor tenants were Montgomery Ward, Sears, and Joske's. In 1984 the mall expanded with the opening of Mervyn's and then Macy's in 1985 as the two new anchors. In February 1989 Baybrook Mall was 96% occupied, making it the mall with the second highest percentage of occupied space in the Houston area. In 1997, Macy's vacated the mall when it sold its three suburban Houston locations to Dillard's, which continued to maintain the store it had acquired from Joske's in 1987. After Montgomery Ward went bankrupt in 2001, the former Wards space was eventually filled by Foley's which filled the space temporarily until it acquired the Dillard's previously occupied by Joske's and built a new store in its place in late 2004. JCPenney would eventually fill the previous Montgomery Ward/Foley's space. In 2006, Macy's returned to Baybrook when its parent company acquired Foley's and converted its stores to the Macy's nameplate.
Expansion
In 2015, Sears Holdingsspun off 235 of its properties, including the Sears at Baybrook Mall, into Seritage Growth Properties. In November 2015, Baybrook Mall completed the first part of a two-phase expansion, part of a plan to help Baybrook compete with both the Pearland Town Center and the Tanger Outlet Mall in Texas City, which have direct competition with Baybrook. The combined expansion has made it the second largest mall in the Houston area, after The Galleria. The first phase consists of a lifestyle addition that added several upscale stores and restaurants, as well as a Star Cinema Grill and the Greater Houston region's third Dave & Buster's. The second phase consists of a new 270,000-sq. ft. power center constructed adjacent to the lifestyle expansion, with Dick's Sporting Goods as one of the anchor tenants. On June 22, 2017, Sears announced that its store would be closing as part of a plan to close 20 stores nationwide. The store closed in September 2017.