Arizona isn't just about retirees, tourists and snowbirds anymore. It's about money, growth—and for the bookselling business, a dramatic shift in sales from independents to chain stores.

"It looks like Beverly Hills around here now," said Barbara Peters, the longtime owner of Poisoned Pen Books, with its flagship store in Scottsdale (part of Greater Phoenix) and a downtown Phoenix satellite store.

Arizona is the second fastest growing state in the United States (after Nevada), with a population gain of 40% over the 1990 census. Much of Arizona's rapidly expanding population is packed into cities and towns situated on less than 15% of its land (88% of Arizona's 114,000 square miles is either federal parks and monuments, state-owned land or Indian reservations). Phoenix, the fifth largest city in the country, has approximately 1.5 million residents. The Greater Phoenix metro area has 3.9 million people—more than half the state's population.

The rapid population growth in the southern part of the state has sparked a building frenzy and attracted a proliferation of national chain stores, with disastrous results for many of the independent bookstores in the state's sprawling urban areas.

"Every time they build a new shopping center, they open a new chain bookstore outlet," complained Gayle Shanks, co-owner of Changing Hands Books in Tempe. She added, "There's been a dramatic change here since we first opened [Changing Hands] in 1974.

"There's no [general] independent in Tucson at all anymore," she added, referring to Arizona's second largest city (pop. 515,526).

According to the U.S. Census Bureau's Economic Census (which profiles American business every five years), there were 204 Arizona bookstores selling new books in 2002, a decrease from 240 bookstores in 1992. During that same period, there was a steady increase in chain bookstore outlets. Borders opened eight superstores in the state between 1993 and 2001, while Barnes & Noble opened 13. And in the past five years, Barnes & Noble and Borders have each opened six stores in Arizona, most of them in Greater Phoenix.

The chains themselves are now facing competition from mass merchandisers who sell a small selection of titles at deep discounts.

In this crowded market, some independents have survived by redefining themselves while remaining true to their original mission. For example, Antigone Books in Tucson, founded in 1973 as a feminist bookstore, has morphed into a progressive bookstore with a feminist emphasis and a large sidelines section.

"You just have to be adaptable to changes," Trudy Mills, Antigone's co-owner since 1986, said. "We were a small specialty store, and the bigger independents closed. So we were forced to become more general to serve that population. Our audience has gotten broader, but we've gotten broader."

And Changing Hands, which used to specialize in health and spirituality titles, has evolved into a full-service general bookstore selling fiction, nonfiction, sidelines and gifts, as well as used and remaindered books.

In fact, Changing Hands did more than simply expand its offerings: it has established itself as a community center. Changing Hands sponsors author events, seminars and writers' workshops, both in-store or offsite, almost every day, a total of, Shanks estimates, about 340 events per year. Not only that, but an in-store meeting room available to local organizations and a popular cafe next door, with an entryway between the two businesses, both bring business into the store.

"We've figured out how to do bookselling at its best, by making it interesting and exciting to come to our store," Shanks said, as she made preparations to host former president Jimmy Carter at the store this past December.

"It's a great climate for bookselling," Peters of Poisoned Pen said, describing how her own store's inventory has grown beyond crime fiction to include general fiction and signed first editions. "But you can't get around a discount driven system. It's very competitive."

Bookselling Health Index
Household Income: $40,762

Population: 5,744,000

Independent Bookstores: 45

Chain Bookstores: 40

Total Bookstores: 85

Big-box Stores: 139

Total Stores: 224

Stores per Capita: 1 per 25,643

Per Capita Rank: 36