Arbor Update

Ann Arbor Area Community News

Rising rents push Underworld out of Ann Arbor

1. June 2005 • Murph
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Game and comic shop The Underworld will be closing up shop at the end of June. The store, originally a spin-off of the Dawn Treader bookstore, has been on South University for at least ten years (my personal experience with it), but the owner says he can’t handle the rising rents.

Not only is the Underworld’s current landlord hiking the rents, but the store has looked at several other spaces in town, and can’t find one that’s reasonably priced. Everything in the store is discounted, and, at the end of June, any remaining stock will be moved to the East Lansing store, where rents are apparently still reasonable.



  1. thank god!!

    when that place opened up it did nothing but alienate the locals from going there. They kept bad business practices when it came to customer relations, some examples

    1- they stole an employee from another store and then fired him after they learnt what they needed to know. They also blame him for ordering too much the first few months when he simply ordered in quantities that the manager told him to.

    2- I once called them up with some items and asked if a-they would be interested in buying and b-if they would trade for other type of game they sold. Got two big yes, no problems on the phone. When I got to the store they said they weren’t really interested in what I had to sell AND that I couldn’t trade for other such product.

    3- told a friend of mine that a product was going to be discontinued and never seen again. The manager said that is what he heard from the company directly. Said buy it now or you’ll never get the chance to again. Well, the game was being temporarily discontinued with plans to be republished soon, the company said that they would have never told a manager anything like that (i called them). As far as I can tell they were trying to scare someone into buying product that they were having problems selling.

    those are just some of the examples that come of the top of my head. Murph, sorry if you liked them, but you must have been one of the few. Their manager for the longest time was a big prick; rude and mean and useless. The owner wouldn’t even listen to any critique of the store. I for one am happy to see that place go. This place also helped put Dave’s comics out of business (yes the Eye of Agemato was put out by Daves, but Dave’s was an upgrade, underworld was a downgrade) If you need comics, go over to underworld, if you need game stuff you’ll have to make the trek out to Riders/Ypsi since they were also chased out of ann arbor by high rents or that new place Pheonix Games on 4th.

    Also, if they had a better business plan it may have been more likely to survive, but they really started out as a Magic the Gathering store, because they were making mad loot on that back in the day, well like all things that business cycle on that (being very profitable) ended and they just didn’t adjust they’re plan accordingly.
       —Just a Voice    Jun. 1 '05 - 10:02AM    #
  2. Well, I admit to having some extenuating loyalty to Underworld – I used to work at Dawn Treader, and got a nice cross-the-diag employee discount at Underworld when Bill owned them both. Also, my Russian 101 GSI married Jim, who was the manager(? owner?) for a while, and quite possibly one of the folks who gave you problems, and I had several other friends who worked there. I haven’t been too pleased with them since they moved into the arcade, though, and really haven’t visited much. Hadn’t even known about the most recent new ownership/management/name until yesterday.
       —Murph    Jun. 1 '05 - 10:18AM    #
  3. Wow, ‘Just a voice’, how nice it must be to sling mud anonymously…

    The Real Story™ as I know it:
    * The Underworld was always owned by Bill, the owner of the Dawn Treader, until very recently. It was then sold to a fairly well regarded game shop owner who owns a number of similar stores in different states. Obviously it was his decision to close it.

    * Jim was a manager. He had a series of difficulties, with poor customer relations and stealing from the company being two biggies. He has since gone out of his way to sling mud at the company & management every chance he gets, online or off.

    * Dave’s Comics went under because they had a HUGE stock of comics that didn’t sell, they overbought consistently, and the market changed. Let’s face it, there aren’t a lot of comic-only shops anymore. Even the Vault has changed mostly to anime-supported videos, figurines, etc.

    It’s too bad that the store is going out of business, though… another originally local store gone. When it first opened, I really liked that store a lot. But I must confess to not having it affect me much now, since I rarely buy comics or games anymore.
       —KGS    Jun. 1 '05 - 10:58AM    #
  4. KGS,

    ok,
    #1, #2 and #3 I said are all true,

    now as for your ‘real story’ – I never once talked about who owned what. I did go in and complain to bill while he stilled owned it, didn’t want to hear anything I had to say – I didn’t name names, and don’t know if Jim was the manager I had problems with. The guy had long hair and a beard. I am not him and don’t know about him bad mouthing the shop and do that from my own experence – I never said they put daves out of business, I said they helped.

    now what part of my story wasn’t ‘real’ that you had the ‘real story’?
       —Just a Voice    Jun. 1 '05 - 11:27AM    #
  5. Interesting article and response.

    As probably the only occasional poster on AU who actually interacted with the old staff on a regular basis, talks to the current staff on a regular basis, and continues to talk to the old staff (some of whom are now at Phoenix Games on 4th St.), I feel perhaps uniquely placed to respond.

    The Underworld did not go out of business simply because of the rent. The UW had been bleeding money for years because of a series of poor business decisions, bad relationships with major vendors, poor understanding of the market, AND the increase of basic expenses. The core problem was the lack of a real business plan. The store tended to swing from one thing to the next, dumping huge loads of cash into the latest excursion without any real knowledge of how to promote and/or sustain it. Bill and John were/are great bookstore owners/operators. They were never great game store operators.

    Also, Dave’s didn’t close down because of poor buying habits. Yes, overbuying killed a number of comics stores in 90s, but Dave actually weathered that storm because his other focus was in classic and modern toys… which exploded when the comic industry imploded. However, his AA store was never making money like the Royal Oak store and when his manager finally left, he told me (yes, I actually speak to Dave, too) he didn’t feel comfortable having anyone else do the job because the store required a lot of attention to detail in order to be profitable. So he shut it down and shifted everything back to RO.

    And, yes, the current owner shut down the UW because his plan was always to shut down the store. He owns a number of stores in Missouri. With the UW in so much debt, it was being sold for a song. The current owner swept in, grabbed the comic stock on the cheap, and killed it. He didn’t really buy the lock or the barrel. He bought the stock because it was a good investment for the rest of his business. That’s the way these things happen sometimes.

    As for the UW ‘alienat[ing] the locals’ or some such thing: whatever. I know who the regulars at the UW were the same way I know who the regulars at Dave’s were because I was in both places quite a bit and actually talked with both customers and staff, not to mention organizing events with the store and within it (e.g. without the staff.)

    Murph, as much as I sympathize with your angle about the high cost of commercial rent in town (because it’s demonstrably true), it’s not the only reason the UW finally gave up the ghost, unfortunately.

    Meanwhile, if anyone is still into the games side of what UW used to sell, Phoenix could really use your interest as they, too, are struggling with the cost of doing business downtown. (cue Todd… ;) )
       —Marc R.    Jun. 1 '05 - 11:37AM    #
  6. Just A.V. – I wanted to correct a few facts about ownership etc. that I knew to be wrong, as mentioned by you and others. I was joking with my Real Story comment, as I tried to note by the little TM symbol. Your experiences are just that – your experiences, one out of many customers. Personally I always had good ones when I shopped there.

    Marc R – I had heard about Dave’s comic problems, though admittedly I am not Dave so I don’t know the absolute truth on that. Sounds like it was a conglomeration of influences that made the business in A2 unworkable for him. Either way, I hardly think that the UW made such an impact on his store that the UW can be blamed for it closing. BTW, is Phoenix into anything besides games? I haven’t wandered in there yet, though I should since my yoga school is right above it. Every time I’ve gone by it looked like real hard-core strategy games, which really aren’t my thing.
       —KGS    Jun. 1 '05 - 12:05PM    #
  7. Man… Jim yelled at me years ago for reading comics and not buying them, so I never went back. The Vault had better comics, and I don’t really do the RPG thing anymore… (Anybody need Shadowrun or Teenage Mutant Ninja Turtle sourcebooks? Heh.)
       —js    Jun. 1 '05 - 12:37PM    #
  8. “I had heard about Dave’s comic problems, though admittedly I am not Dave so I don’t know the absolute truth on that.”

    Well, I’m not Dave, either, so I only know what he tells me. ;)

    “Sounds like it was a conglomeration of influences that made the business in A2 unworkable for him.”

    Pretty much. Dave does all of the traveling and buying for his classic toy business, so he needed someone he could essentially ignore and feel confident about to run the store. Joe was that guy. When he left, Dave decided it was too much trouble for the money it was making.

    “Either way, I hardly think that the UW made such an impact on his store that the UW can be blamed for it closing.”

    Not in the slightest.

    “BTW, is Phoenix into anything besides games?”

    Right now, it’s just games, although it’s miniatures, cards (the Magic kind and the Texas kind), RPGs, and boardgames. J.T., the owner, used to run the Hobbytown franchise down on AA-Saline (near Busch’s.) When he gave that up, he started Phoenix because he wanted to do games without the planes, trains, and remote-controlled automobiles. While it looks like all hardcore strategy, the problem has been splitting expenses between stock and fixtures to display said stock so that the other stuff is visible to the casual customer.

    So, yes, there is plenty of miniatures wargaming going on, but there are other things, as well. (There were six of us tucked away in the back playing a colossal boardgame for six hours this past Saturday, for example.)

    The new manager, Phil (as in former-manager-of-UW-Phil), has been trying to talk J.T. into picking up another line, distinct from games, but $ is an issue, so…

    I’m musing on the idea of organizing a semi-regular event to crowd people into the store and do nothing but boardgames, even for things as classic as Mah-Jongg (which my wife and I eagerly play whenever we can find a pair to join in; it’s best with 4 people.) We’ll see.
       —Marc R.    Jun. 1 '05 - 12:38PM    #
  9. The people there have always been very nice to me…very polite…but I do have to admit that I only go in once a month to get my picks, and they’ve messed it up about every other month for about two years now. I hate to see the store go, but I also am glad it’s moving me to find another place that might be able to actually manage my rather small subscription list. :(
       —Matthew    Jun. 1 '05 - 02:00PM    #
  10. OMG, we’re all geeks, scary
       —Just a Voice    Jun. 1 '05 - 02:10PM    #
  11. As someone who used to buy games (mostly d20) from UW up until 8 months ago, I’m sad to see them go, but I can’t say that I’m SAD to see them go. Before that, I used to buy from them religiously because they were so close, not really caring about prices, but when my money got a little tighter, I started looking elsewhere in the city where I could get better discounts (the now defunct Hobby Xpress, Phoenix Games, Borders). With books approaching $35 a hard back, I’m not always willing to pay full price on a book anymore, and would rather pay a discount if it takes a little more work. Give me a rewards program, even if it’s a 10% discount after $100 bucks, and I’ll be a very loyal customer. Coupled with the fact that UW started really shorting their new gaming releases so that you couldn’t find them there for a couple of weeks, I just stopped shopping there…
       —jhallum    Jun. 1 '05 - 03:06PM    #
  12. I wandered in to UW yesterday with a co-worker who’s in to comics and talked with who I believe is the current owner briefly. He said they’re trying to up his rent by 10% this year and are pushing to get $35/sq. ft. He’s planning to sell of what he can at a discount and move the rest to one of his Missourri stores.
       —Scott Trudeau    Jun. 1 '05 - 03:12PM    #
  13. Nevermind Dave’s Comics, I miss Eye of Agamotto.

    The loss of Underworld will be a blow to all campus area geeks. First Riders (the Liberty street location), now this. There’s little room for hobby shops in today’s Amazon and eBay world.
       —Allen    Jun. 1 '05 - 04:00PM    #
  14. Marc,
    That’s a great idea! I know a few friends of mine have mentioned that it would be great to have such an event, and have talked about organizing one. Perhaps have a focus on specific types of board and card games on different days, so that people don’t worry that they’ll walk into a gathering with people playing nothing but Magic. Regardless, anything that could be done to get people in the store (especially new people) would be useful.
       —Lisa    Jun. 1 '05 - 04:56PM    #
  15. So, uh, we’ve got a few people who like comics and role-playing games and whatnot, I take it.

    I’ve never been in the place, but it sounds like the equivalent to me would be Encore having to move out of town, at which point we may as well all officially give-up.
       —Brandon    Jun. 1 '05 - 05:22PM    #
  16. Brandon—yeah, that’s almost exactly right. :)
       —Brian    Jun. 1 '05 - 08:46PM    #
  17. Brandon, don’t look now, but you’re surrounded by NERDS!

    (Not to imply, of course, that you’re not a nerd in your own special way.)

    Thanks to those of you who know more than I for adding some depth to the story. Marc – I wasn’t trying to say that rents were the only reason they were having problems, just that it’s the one the owner wanted to talk about. If he had it in for the store from the start, well, I’m sure he wasn’t so interested in talking up that angle. :)
       —Murph    Jun. 1 '05 - 10:11PM    #
  18. I’m quite sure he didn’t want to talk about that angle. It’s a sound business decision for him, but it’s pretty harsh for the staff and their remaining customer base. And there’s no doubt that the rate being asked for is ridiculous. South U is now one step closer to being nothing but chains and the Jug.
       —Marc R.    Jun. 2 '05 - 10:07AM    #
  19. And the Jug might as well be a chain, with all those lights and formica…
       —Scott Trudeau    Jun. 2 '05 - 11:03AM    #
  20. Speaking of South U, back when there was all that hullaballoo about City’s general plan to start getting more residents downtown, there was some talk about some folks in the South U. area considering pulling down some of the one- and two-story buildings and putting up buildings as high as 12 stories on South U near campus. Gazing out on South U. from my office right now, I’m thinking I like the unobstructed view from story four, but those one story buildings are a horribly inefficient use of space so close to campus. And if we pack more students in closer to campus, the Judy McGoverns can come in and reclaim
    all those near-campus neighborhoods for “permanent residents.”
       —Scott Trudeau    Jun. 2 '05 - 11:10AM    #
  21. Scott, they did just do some rezoning of South U. in order to remove some of the restrictions (I think it had been impossible to build a second story on much of that space, and impossible to combine commercial and residential uses on much of it). There’s also the massive Calthorpe rezoning starting this summer, which will probably take that process even further, but I think South U was seen as such egregiously poor zoning that they wanted to start doing something about it…
       —Murph    Jun. 2 '05 - 12:33PM    #
  22. “the massive Calthorpe rezoning”

    Murph, can you explain more about this?
       —KGS    Jun. 2 '05 - 01:24PM    #
  23. pro-mixed use, must be the product of the downtown residential task force.

    Recommendations
       —Dale    Jun. 2 '05 - 01:57PM    #
  24. The City has hired Calthorpe Associates for $198,000 (most of this paid by the DDA) to “provide land planning, urban design and implementation strategies for the downtown development strategies project.” Their final report is due in December and I think the first public meeting is in July.
       —Juliew    Jun. 2 '05 - 02:34PM    #
  25. Yeah, what Julie said. Calthorpe’s coming in to do the “Ann Arbor Downtown Development Strategies Project”, which is supposed to enumerate the ways in which the zoning impedes the Downtown Area Master Plan and the recommendations of the Downtown Residential Task Force and so on, and provide recommendations for overhauling it.

    The project belongs to the Planning department, but is mostly funded by a grant from the DDA, since it’s the DDA’s stomping grounds.

    Public workshops are scheduled tentatively for July 28, September 22, and November 3. Final recommendations due to Council December 5. I’ll try to get times/places on the DDA’s webpage when they’re known (since I don’t trust Planning to put them up) and posted to Upcoming.org for our sidebar.
       —Murph    Jun. 2 '05 - 02:51PM    #
  26. From an informed source, aka Murph:

    The City of Ann Arbor has hired Calthorpe Associates (www.calthorpe.com) to tear the zoning in downtown to pieces and rebuild it from scratch. Should be interesting. This process will include three public workshops that you should get yourself into, at this point roughly defined as:

    * July 28: visioning – teams of citizens will work on conceptual plans for the downtown area with the help of a member of the consulting team. Teams will then present their conceptual plans to each other for comment.

    * September 22: preferred alternative presentation – the consultants will present the preferred alternative(s) for discussion and comment.

    * November 3: present recommendations – the consultants will present recommended tools and policy changes for comment before finalizing.

    No word quite yet on times or locations.

    Dale again—note my complaint that the July 28 start cuts out much potential student input from the “visioning” segment. Fortch, Brandon and Murph should be in town.
       —Dale    Jun. 2 '05 - 02:53PM    #
  27. ok, you just beat me, Murph.
       —Dale    Jun. 2 '05 - 02:53PM    #
  28. Hallelujah, Calthorpe is coming to town! I look forward to seeing the process and outcome. I hope the city really takes his recommendations to heart!
       —KGS    Jun. 2 '05 - 03:05PM    #
  29. Wouldn’t it make sense to wait on the DDA 3-site plan and the old Y plan until the Calthorpe project, the Flood Hazard Mitigation plan for Allen Creek, and the FEMA maps are updated since these are all scheduled to be done by the end of the year? Is there any talk of this or is it full-steam ahead and we’ll pick up the pieces later?
       —Juliew    Jun. 2 '05 - 03:46PM    #
  30. Juliew, apparently if it weren’t for that one old, flaking, crumbling parking structure (1st & Washington), that might be a viable approach. (Murph says it’s also about the cost and time needed to be more comprehensive.) I wonder if there might be a six-month alternative for those who park in that structure, like just paying them to find an alternative. Might be a cheap stop-gap measure that would allow for putting the TSP into a broader context.
       —Steve Bean    Jun. 2 '05 - 04:02PM    #
  31. I’ve been thinking about 1st and Washington and right now it is only open for, say, 150 spots (it holds 199 but parts are blocked off). So if it was demolished and the land temporarily paved (which can be done quickly and it needs to be demolished anyway), it seems like that could hold close to the same number of parkers as it does currently (the Klines lot holds 165). There is a cost to this certainly, but it is relatively minor in the grand scheme of things and seems like it would be worth it in order to find the right solution. Or Steve, your solution of giving an incentive to people to find another spot, or using the City yard temporarily when they move, etc. If any of these decisions were years down the road, it would be one thing, but since everything will be done in the next few months, why not do it right?
       —Juliew    Jun. 2 '05 - 04:59PM    #
  32. Calthorpe? Cool.

    Where Calthorpe help is really needed is in a county-wide vision that would accomodate future growth with new towns or growing existing towns while creating the AG greenbelts like the Greenbelt envisions. Plus, they do transit. I’ve always thought Calthorpe had better solutions for the suburban challenge than other New Urbanists.
       —John Q.    Jun. 2 '05 - 11:18PM    #
  33. Julie, you get credit for being the first, “Why don’t we wait until…?” comment I’ve heard on the topic. I was expecting, though, that it would be put the other way around. “Why don’t we wait until the Calthorpe study is done before taking any action on the TSP or the Y redevelopment?”

    I expect the issue is that these are all separate entities performing these. TSP = DDA + Council; Y = Housing + Council ( + Y Redevelopment Task Force); floodplain = Drain Commissioner?; Calthorpe project = Planning (with DDA as cheerleaders).

    Really, there are good arguments for delaying each one of these until all of the others are completed, since each will affect the starting conditions of all of the rest, in which case we’d never get anything done, because we’d be waiting for everything else to be done.

    I think the best we can hope for is to ensure that Calthorpe’s group is aware of all the rest of these things when they’re collecting baseline information. Make them aware of the various arguments for and against each version/vision of the greenway, the priorities reflected in various proposals for the Y, etc. Presumably somebody as high-profile as Calthorpe didn’t get there by neglecting other things going on, but we’ll have to all show up and make sure these things get voiced.
       —Murph.    Jun. 3 '05 - 01:31PM    #
  34. John Q: have you read the County’s new Master Plan ?

    In my opinion, the vision you’re talking about isn’t what’s lacking on the County scale – what we need is to convince the various local governments that it’s in their best interest to pay attention to what the County Planners have proposed.
       —Murph.    Jun. 3 '05 - 01:35PM    #
  35. I don’t know about what JAV said, but I have shopped at UW for a decade and have NEVER ONCE had a bad experience there. I also did some shopping at Hobbytown-great dice prices, good selection of stuff.

    Working at a hotel, I’ve encountered people with your attitude, JAV.

    People who say “Well I was told such-and-such over the phone.”

    And usually when there’s a mistake over the phone, it’s a TRAINEE. Although I’m sure there are situations where Underworld couldn’t buy a product, probably due to overstock, I have never run across it. Why would they? If it was something they didn’t think they could sell easily, they wouldn’t offer MUCH for it, but I never knew them to outright just not buy it.
       —Not Registered    Jun. 6 '05 - 06:09AM    #
  36. not registered;

    first off, the details of the call where as such, I call up and say “I have magic cards and some old TSR Planescape, would you be interested and can I come in and trade for games workshop product?”. Employee on phone says yes. I come in and they offer me $5 for the planescape stuff, that would have sold used for about $100-150 at the time (multiple boxed sets and supplements), now I wouldn’t have lugged that stuff in if they didn’t have any interest, on the phone he knew exactly the product and said they had none in stock, new or used. Then after they spend a long time deciding what they want to offer me for my magic cards they say I can’t trade magic for games workshop product. Now, they had just wasted tons of my time. I wouldn’t have gone in if they weren’t interested. I had lots of other places that would have paid equal cash for same card if I wanted, but no place that had my GW stuff I wanted.

    Ok, they offered me a price on the planescape that was insulting when they should have just said not interested, and that stuff could have easily sold if they priced it to go. They could have offered me $40 and asked $80 and it would have flown off the shelf. It was still for sale new at the time and was still some what desirable.

    Now, you say working at a hotel you’ve run into people with my attitude. That makes me think that your probably not very good at costomer relations, or you are just very loyal to UW and had to post in thier defence. I worked retail for 5 years as a manager, 4 years also just an underling mostly in highschool and have had lots of other direct customer interaction jobs. There are times when a customer is unhappy because they are just unhappy. I was unhappy because I expected no special service, and called first to make sure what I wanted was normal and OK and then went there and had a bad experience. Yes, the manager is to blame for having someone answer the phone who shouldn’t and tell customers things they shouldn’t. I am not the only person who didn’t like that store.

    now, on a side note, I just ran across my (i think it was Sim City card game) Riders hobby shop card, anyone else remember those?
       —Just a Voice    Jun. 6 '05 - 02:55PM    #
  37. Hey everyone I am the current manager of Phoenix games. I give 20% off all prepay special orders and all new RPG’s are 10% off. Come and see me and if I made anyone angry give me another chance I will make it up to you.

    We buy used stuff but TMNT and shadowrun are worth only about .25 a book sry.( look for the D20 reprint of shadowrun it looks great!)
       —Phil    Jun. 8 '05 - 09:26AM    #
  38. Well, Here is hte history of the underworld in a nutshell:

    When the Underworld first Started it was this nice nook at the former location of an old dawn trader bookshop on south u, then John created this idea to have a gaming store. I been a customer of the underworld ever since it was created and was the first customer.

    I had no problems with the service or managament there. John was just fine to me, so was Jim (as well as phil of course ;) I personally think they are all good people.

    Last October I was able to talk to John real briefly and he said he sold The underworld to some place called the fantasy shop. Well The fantasy shop decided to discontinue the discount on comics and kinda alienated alot of people.

    In a way its a sad thing to see it go , but hey life goes on. Phoenix Games is really a good deal. Right around the corner from the Arbor brewing company.

    In the end one fact remains is that Game stores in Ann Arbor have a very hard time existing. Well so long and thanks for all the fish!
       —Brook    Jun. 8 '05 - 02:59PM    #
  39. Hey guys I am matching the current underworld discounts. Dave is reordering new product in a attempt to hurt my store as well as Vault’s. He stode there and told me that Ann Arbor people suck. I was agast this guy hate Ann Arbor Arrrggg. Thanks the good word brooke.
       —Phil    Jun. 9 '05 - 09:40AM    #
  40. The discontinuation of the subscriber discount drove me away from the UW—where I’d been a regular, weekly customer for 8 years—back in Feb. Didn’t like the new owner, either. Seemed to be an A-1 a-hole.
       —whirljack    Jun. 29 '05 - 09:48PM    #
  41. Don’t you mean “A^2 a-hole”?
       —Dale    Jun. 29 '05 - 11:15PM    #
  42. Hi!

    Just to let you know that while shopping at The Fantasy Shop in St. Charles MO two weeks ago, I found “Fearsome Floors”. Whoa! Very atypical for the Fantasy Shop chain! I also saw “Power Grid” and few other very nice games on that table.

    The clerk said that it and some other stuff came in from a closed Ann Arbor shop. I immediately purchased “Fearsome Floors”, and have been introducing people to it.

    Just to let you know that there’s somewhat of a silver lining in all this, in that the former UW (a store I had never heard of before) stock is being put to good use here in St. Louis. :)
       —bignickel    Aug. 4 '05 - 06:09AM    #
  43. Just looking around at all the fallout. Interesting., I did know how they treated some of thier cutomers. Not always the best. Why I have no idea…..
       —EWR    Dec. 31 '05 - 06:09PM    #
  44. Wow. That was a very interesting thread. The demise of Phoenix Games is even MORE interesting.


       —M. Murphy    Jun. 5 '06 - 02:59PM    #