Whereas for bourgeois economists, capitalism is the high-point of human social achievement, Marx envisaged changes in mode of production from ancient slave, (possibly via an Asiatic mode of production), feudalism, capitalism, socialism and then communist dis-alienated abundance as human destiny. Accepting that class struggle is the motor of historical change for Marx, this chapter argues that non-market use-values also play a part in transitions. Capitalism distributes capital resources and consumable commodities via markets whereas use-value creators distribute wealth based on social relationships as citizens (state), family (households), clients (3S) and customers (some PPPs). The chapter discusses value distribution and radical democratic planning. A case study illustrates how displacing use-value distribution by individual (market) consumerism helped bury the Soviet Union, the opposite common prosperity driving China’s continued success (value distribution to arms and self-serving state not consumers as reason Perestroika failed and turned into collapse of Soviet communism). We show how Marx builds his system from production (V-I), to distribution (V-II) and exchange (V-III) and the role use-values play in each phase and in Marx’s holistic system. Moseley (2015) argument is reviewed, that the transformation problem disappears once Marx’s progression from individual capitalist to holistic system is understood, in which total-V = total price, whereas for individual capitalists, value and price orbit each other. Critiquing the notion of value-destruction we contrast use-value based city planning and town/country relations with the exchange-value rampant smart city. Emphasising the inseparability of democracy and use-value planning we delve into labour processes showing how use-value production dis-alienates, criticising also Reuten’s cooperative design. We conclude that radical democracy stretching into workplaces and communities is the rational way to enhance productivity and strive for abundance, while achieving an ecological-civilisation and distribution of goods and services.