Stan and Mary Julia Kephart stood with arms linked in front of the window of Smith Brothers, a trendy store on Nassau Street directly opposite Rockefeller College.
The two Princeton residents of forty years gazed quizzically inside, wondering what happened to Pringle Gallery, which occupied the space before the boutique moved in this August. Stan, dressed in a wool jacket and dark turtleneck, and Mary Julia, in a long skirt with her silvery hair pinned back in a wispy bun, looked in the store's window at mannequins with splayed legs in various colors of skin-clinging denim.
Together, they have witnessed the transformation of retail on Nassau Street and in Palmer Square.
The Smith Brothers' display, in the opinion of many residents who favor old-fashioned tweed, looks more like downtown New York City than staid, preppy Princeton.
But the storefronts are changing rapidly — as might the entire downtown, as the Borough, merchants, residents and developers have been immersed in heated discussions about building a new garage, apartments and mixed use buildings east of Palmer Square.
Some say the turnover in stores stems from the flourishing of suburban towns like Princeton — drawing city dwellers to the suburbs and increasing demand for high fashion boutiques. Others tie the turnover and recent failure of "mom and pop" stores to the rising rents and lack of parking.
"He's reduced to rags because he has no place to buy his clothes," Mary Julia said, only half joking. She talked about the store where Stan used to shop regularly, a fine men's shop where Talbots is now located on Nassau Street.
"The town is changing so much. It's becoming New Brunswick. It's losing its small town feel," she said. "If you like the town the way it was, it's not the same."
Meredith Hudis, a resident of 13 years, recalled a few of her favorite stores on Nassau Street and in Palmer Square that have changed hands in the past 10 years. Before Triumph was Triumph, it used to be a bowling alley turned Mexican restaurant her family frequented. A few more steps down Nassau Street, a Foot Locker took the place of a Woolworth's.
"They always had the best fun stuff," Hudis said. "This town could really use another Woolworth's."
Crossing the street, there once was Alan's Children's Furniture and Starbucks used to be a toy and gift shop. Working her way north on Nassau Street, Origins was originally a fine tobacco and pipe store, and where Talbots now stands, Princeton men once found custom made suits and clothing at Langrock.
"And that's just Nassau Street," Hudis said describing the changes in Palmer Square as "a tale and a half."
The vision for the future

For the past seven years, David Newton has tried to create "more excitement" in Princeton. From his office overlooking the Nassau Inn garden and Mediterra Piazza, he keeps a close eye on the Princeton downtown — what he calls a "unique combination of restaurants, coffeehouses and upscale boutiques."
Since he took over Palmer Square Management Company which, handles the leasing in Palmer Square, he has tried to create more diversity downtown and attract the trendy upscale boutiques that oust the "mom and pop" stores Princeton used to be known for. In the past year, 20 percent of the 50 stores in Palmer Square have changed hands, Newton said.
Newton highlighted two retailers who have tapped into the trendy vain in town, Zoe, which opened in 1995, and newcomer J. Crew. Newton said that since those stores put Princeton on the fashion map, there is no turning back.
"Zoe picked up on the trend of Princeton," Newton explained. "[That store proved] that the old, stodgy Princeton can become fast and trendy. People think they can stop the tide, but change is inevitable. You can pity the process, but it doesn't change the inevitable."
Newton said he is only catering to the demand already out there, encouraging fresh, fashionable stores that entice the urbanites currently residing in suburbia. Newton said 15 percent of the town's retail business comes from the parents and students of the University.
"Young women [at the University] have money to burn," Hudis said.
Annie Perini who manages Smith Brothers, a locally owned chain which has around five locations in college towns in New Jersey and Pennsylvania, said that her store has found success in Princeton because of foot traffic. Perini said college students make up a majority of their business, but they "have stuff for the moms too."
She said Smith Brothers' will ultimately become a staple in Princeton.
"People will always need jeans and we always have them. We definitely know what the trends are and we can move with them," she said.
Newton indicated that residents of the town can expect more of the same changes downtown. "The story is still unfolding," Newton said. He hopes to attract more trendy boutiques and national chain stores.
Though residents and storeowners fear Princeton is turning into the Mall of America, Newton defends the changes. He said the nature of the downtown area and the University will prevent the sterile, "cookie-cutter" atmosphere found in nearby malls and will continue to draw tourists and shoppers alike.
"This town is different from any other suburb because of the University," he said. "This isn't a backwater suburb or commuting community in the middle of New Jersey. The University gives it some cache."
Newton said Princeton's "self-contained cultural base" of high-end retail stores with quality merchandise and elegant eateries will preserve the town's appeal.
But these changes do not fit with residents' shopping preferences.
"I no longer feel that obligation as I did when I knew the merchants personally. Now that they're chains it doesn't make a difference where I shop," Hudis said. "This changing face is actually not good for my vision of the bucolic town Princeton is. I'd rather spend my money here, but combination of the lack of parking and very ordinary merchandise has made me get on the train to New York."
Old fashioned charm
Residents credit a few stores for retaining the Princeton flavor by catering to their customers' needs and special requests, rather than trends that burn through neighboring boutiques.
Go For Baroque on Nassau Street, which is owned by four local Princeton women, prides itself on its handmade, whimsical items. Going into its eighth year, the store has direct contact with artists who can create special products for clients.
Store manager, Patricia Emery, said the trendy boutiques never last "more than a year" and in the end, do not cut into the business of the "fixture" stores in Princeton.
"They seem to have a good clientele," Emery said of Smith Brothers next door. "But they never are really a permanent addition. It would be nice for stores to stay longer than one year."
Henry Landau, co-owner of Landau's on Nassau Street, agreed.
"I'd love to see 'em survive," he said. But he also mentioned that chain stores threaten the business of new, trendy boutiques, as well as his own store that has been in his family for several decades.
"Chains have come in and offered higher rents," he said. "They come and stay for five years. Princeton's all money, but you can only fit so many cars in town."
Reed praised the transformation of retail downtown and does not mourn the turnover of family-owned shops to regional and national chains. Reed explained that older stores choose not to compete with newer retailers. He said it was their own fault that they cannot keep up with rent increases and heightened competition.
"Mom and Pop are still around. They just don't want to work seven days a week and stay open at night," Reed said.
But retailers like Landau bemoaned the loss of parking as a threat to their longstanding businesses.
"With the lack of a park and shop lot, it's going to be hard for anyone to make it. Business is getting tougher and tougher because of the lack of parking," Landau said.
He said the current construction project to build a 500-car parking garage, where the Princeton Library used to stand on Witherspoon Street, has blocked off previous parking spaces.
"We've been losing 25 percent of the spaces and 25 percent of the customers," Landau said.
Though Landau was frustrated that the project seemed idle, Reed said the parking lot will be finished "a year from now."
And when the garage is finished, it will make room for an ever-changing downtown client base.
Newton just approved the plans for a day spa in Palmer Square. But rather than going for a massage and seaweed wrap, Princetonians like Stan Kephardt would rather have a place to buy a custom-made suit.