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SPEAKER: When she saw me, she grabbed hold.

TOM ROBERTSON: Members of the Bemidji Coffee Klatch Guys have been meeting every weekday for years. They gather in the basement of a downtown bank. Most are in their 80s. Once they were the movers and shakers of the community. Now they come together to discuss the news of the day. They play a numbers game to see who picks up the tab.

SPEAKER: OK, I'll take a tail, Charlie.

TOM ROBERTSON: These guys remember when all of the shopping in Bemidji was done downtown. Times have changed. The city's retail center began to shift westward in the mid 1970s. The construction of a mall and an assortment of fast food joints transformed a forest into a retail strip that's been growing ever since.

Just within the past few years, the strip has seen the arrival of several big box retailers, Target, Home Depot, and opening this winter, Walmart. Most of the coffee klatch guys worry about what it's doing to an already weakened downtown.

HAP JOHNSON: Well, there's going to be some small businesses that will be going out.

KENT NERBURN: The amount of businesses that are coming in, I don't think this community is big enough to support.

TOM ROBERTSON: Some of the morning coffee crew say it's the price of progress. 87-year-old Charlie Naylor says the little guys may have to find a new niche.

CHARLIE NAYLOR: We've got to fight your own battle in this world. So change is inevitable. And you've got to roll along with the deal.

TOM ROBERTSON: The growth of the city's West end retail strip was no accident. Much of it happened under the watch of former Mayor, Doug Peterson, who served for more than 25 years. Peterson says when he first took office, the town was stagnant.

DOUG PETERSON: My father told me when I was first elected mayor, you can lead this community to either grow or die. And there's no in between. I mean, you don't stand still forever. And I chose to try to make it grow.

TOM ROBERTSON: There are some, like local author Kent Nerburn, who say Bemidji's growth is out of control. Nerburn says civic leaders made poor choices and bowed to the wishes of the big box retailers. He says the city could have just said no. Nerburn calls it the Saint Cloudification of Bemidji, the fast growth of retail chains sprawling in every direction.

KENT NERBURN: Many times, those of us who have lived somewhere else and thus lack-- that supposed moral authority that comes with being a long-time resident who say no. Saint Cloud is the civic Antichrist. It's what we don't want to be. I mean, it's a visual garbage dump. And now, we're making a headlong run into becoming a visual garbage dump.

TOM ROBERTSON: Former Mayor, Doug Peterson, says before the retail boom began, Bemidji residents saw themselves as small town citizens. They didn't need much to get by and were happy with their provincial lifestyle.

DOUG PETERSON: You still have that same group of people that would like to still identify with small town USA that are opposed to the type of growth that we've seen in the last 10 years and are worried and concerned that we're going too fast, that all of a sudden they're going to lose that identity.

TOM ROBERTSON: Nerburn says he understands growth is inevitable, but he says there's been no civic responsibility for aesthetics. Without that, he says, the character of the town is lost.

KENT NERBURN: And I see us damaging the entire spirit of place that is unique to us. It's a very odd phenomenon to know that you can go anywhere in the country and go through a drive-through and be handed a bag of something and know that it's going to be the same as anywhere else. For some people, this is comforting. But I find it spiritually enervating. I find it destructive of the heartbeat of a community.

LOUISE MENGELKOCH: I think the coming of Walmart might have been a real bonk on the head for us.

TOM ROBERTSON: Louise Mengelkoch is a mass communications professor at Bemidji State University. She says the arrival of the big boxes betrays the very thing that makes Bemidji unique.

LOUISE MENGELKOCH: It's such a devil's bargain because part of the reason a lot of us live here is because we don't want to live in a place like the Twin Cities or Saint Cloud. But the longer-- you know, as we live here, we start thinking, well, we really need a few of these things. And the minute you start getting more of those things, you start becoming like the place that you didn't want to be. And where do you draw the line?

TOM ROBERTSON: The character or essence of a community is a hard thing to put your finger on. But Peterson says it's the people who make a town unique. He graduated from high school in 1957. Most of his class moved away because there were few jobs at home. Peterson says now many young people are staying.

DOUG PETERSON: Well, we've got a whole new generation of people here, people who have, while they live in small town USA, who have spent a lot of time and money, and to travel to the Grand Forks, and the Minneapolis, and the Duluth and these different areas to get the type of shopping, and dining, and entertainment that they feel they want and need. And they want it for their own hometown now.

TOM ROBERTSON: Peterson once championed growth, and he's proud of that. But he now realizes it can snowball.

DOUG PETERSON: It's kind of like you work and work and work for 10 years to get this growth started, to get something happening. And then it kind of gets to the edge. And all of a sudden, it goes over the edge. And once it gets beyond that point, you kind of lose control.

TOM ROBERTSON: A downtown plays an essential role in the character of any community. In Bemidji's downtown, there are some empty storefronts. There are more secondhand stores and pawn shops than there used to be. But there's also live theater, several museums, and just a block away, scenic Lakeshore. Author Kent Nerburn says there's just enough downtown left to save.

KENT NERBURN: We have the raw material. And we've got the physical space. And we have an area with character. We've got adjacent to the Lakeshore. That to me is the challenge of the next 50 years, is to not lose that, to not let it be bulldozed.

SPEAKER: Wasn't that the USS Peterson who was over there.

TOM ROBERTSON: Some of the Coffee Klatch Guys say small town life in some ways was better, but they wouldn't want to turn back the clock. Hap Johnson says he may not know everyone on the street these days like he used to, but he says a progressive community is better than one standing still. Johnson says people are well aware of what the big box retailers are doing to the little guys.

HAP JOHNSON: I think it's crossed everyone's mind. We've thought of it. But I don't think we're going to ignore Walmart. They'll get some of my business.

TOM ROBERTSON: The West end of Bemidji is probably destined to remain a commercial strip, but developers are drooling over what is about to happen on the South end of town. Georgia-Pacific is selling off a huge chunk of Lakeshore property. There's talk of hotels, retail shops, new homes and a public beach. The prospective owner has hired former Bemidji mayor, Doug Peterson, to help with the development. What happens on that property will change the face of the city. I'm Tom Robertson, Minnesota Public radio, Bemidji.