Eleanor Kinney and Jenny Mayher didn't know what to expect last fall when they announced a public meeting concerning Wal-Mart's plans for Damariscotta. They booked a room at the local library and cringed when a cold, wet nor'easter blew into town the day of the meeting. "We thought we'd be lucky if we got half a dozen people," Kinney recalls. "Instead, eighty-five people showed up."

A few weeks later, Carolyn Parker, owner of Parker Interiors in next-door Newcastle, walked the length of the two towns' shared Main Street and handed out sixty-five invitations to local businesspeople, asking them to attend a meeting at her place about the impact a Wal-Mart store would have on their picture-perfect and bustling downtown. She was astonished when sixty-five people turned out for the get-together. "It was pretty overwhelming," she recalls. "People were looking around and saying they'd never seen all these businesspeople in the same room at the same time before."

Those were the opening events in a movement that now stretches throughout the midcoast region devoted to barring the so-called big box stores exemplified by Wal-Mart. Damariscotta and Newcastle both have size caps limiting retail stores to no more than 35,000 square feet. Nobleboro has adopted a development moratorium while it forges similar regulations. Thomaston recently adopted a 150,000-square-foot limit that permits some large retail stores but effectively blocks a Wal-Mart supercenter-sized outlet. Waldoboro and Edgecomb are voting on caps this summer, while activists in Warren and Wiscasset have been collecting signatures to force similar votes in their own towns.

Each town has its own independent group of residents working on the issue, but all of them are operating as part of a loose coalition organized by Kinney and Mayher known as Our Town. The pair insists Our Town's growth has been entirely spontaneous, but it has turned into a brick wall that has stymied Wal-Mart.

And none of it would have happened without the surprising support of those businesspeople who showed up at Parker's first meeting. "It was pivotal," Mayher admits. "People looked around and saw John Reny and Bob Reny, Jr., [of the Damariscotta-based Renys department store chain], Jeff Pierce from the Yellowfront supermarket, Carolyn Parker, and all these other old-line business folks. Suddenly businesses were willing to put our little red signs in their windows because these pillars of the business community got involved."

Kinney and Mayher first heard rumors of Wal-Mart in April 2005. Both women are Ivy League professionals — Kinney in oceanography and Mayher in education — who have taken time off from their careers to raise families. Both settled in Bremen with their families several years ago after living elsewhere, and both had seen Wal-Mart's impact on other communities.

"I lived in Mississippi for four years," Mayher notes, "and the small towns are skeletons of what they used to be. I understand what happens to small towns in the shadow of big-box stores."

"Why fight? Look out the window," Kinney adds, pointing to Damariscotta's busy downtown. "For me, Wal-Mart would destroy the character of the area. We live here, and we're raising our kids here."

"I felt passionate about the quality of life here and the fragility of the local economy," Mayher explains, noting how big-box stores, with their economies of scale and discount pricing, can devastate small-town retailers. "My friends and people I worked with out of state would call and ask how I liked living here, and I would say, 'It's great. There's no Wal-Mart.' So the threat of a Wal-Mart threatened everything I love about this place."

It was an ironic twist on the old complaint about people from away trying to make Maine exactly like the places they left. Initially some locals dismissed Kinney and Mayher as meddling outsiders. But stories about Wal-Mart's interest in Damariscotta grew stronger, even though the global retail giant had made no official announcement, and last October the pair organized Our Town.

Despite the lack of definite news, by early November they had collected 320 names — 215 more than needed — on a petition to force a vote on a retail size cap. As it turned out, their timing was impeccable.

"Two weeks later Wal-Mart officials flew into town and announced their intention to build a 186,000-square-foot supercenter here," Mayher recalls. "All of a sudden Eleanor and I went from being seen as overreacting hysterical housewives from Bremen to looking like geniuses. Our timing was incredibly lucky."

In March, after a hard-fought campaign, Damariscotta voters overwhelmingly approved a zoning ordinance capping new retail development at 35,000 square feet for an individual store. Wal-Mart spokesman Chris Buchanan insists the company is still interested in Damariscotta but has no current plans to build a store in the midcoast region.

"Maine in general has been a good state for us," Buchanan adds. He declined to comment on the Our Town movement beyond noting, "We think competition is a good thing. The most important thing for us is to work with communities and work with their concerns and work with the local officials." When asked if rumors that Wal-Mart spent a hundred thousand dollars to oppose the Damariscotta size cap were true, he said, "I really couldn't share that information even if I knew it."

Wal-Mart is successful, of course, because many people like the discount giant's stores. "I really think a Wal-Mart would have done wonders for Damariscotta," asserts Lyn Delano, who spoke out publicly against the size cap in that town. "Some downtown stores would have had to lower their prices, but I don't think Wal-Mart would have hurt this area at all."

Delano argues that the supercenter would have offered employment opportunities to older people and slowed the increase in local property taxes. "I had no worries about the impact on local businesses," he explains. "They would have adapted."

Wal-Mart is the world's largest retailer, drawing some hundred million customers every week. The Bentonville, Arkansas-based company employs almost 6,800 people in Maine in twelve supercenters, ten standard discount stores, three Sam's Clubs, and a Lewiston distribution center.

According to its Web site, as of April 30, in the United States the company had 1,183 regular Wal-Mart stores, 2,022 supercenters, 568 Sam's Clubs, and 104 "neighborhood markets" (smaller stores in generally urban and inner city areas).

Critics have long accused Wal-Mart of structuring its hiring practices to favor part-time over full-time employees to avoid paying benefits such as health insurance and retirement plans. Labor unions in particular decry the company's aversion to organizers. Last year Wal-Mart closed a store in Jonquiere, Quebec, in which the employees had voted to join a union.

Due to its sheer size, Wal-Mart has become the lightning rod for widespread and growing criticism of the economic impact big-box stores have on their communities. More than two hundred towns and cities in the United States have adopted size caps aimed at barring or limiting big-box stores, according to Stacy Mitchell, a Portland-based senior researcher for the Institute for Local Self-Reliance in Minneapolis. In late May, the city council in Hercules, California, a suburb of San Francisco, voted to use eminent domain to seize the land where Wal-Mart planned to build a store.

"The real motivating factor is economic," Mitchell offers. "People realize these stores do far more harm than good in terms of the local economy." Numerous studies have now shown that Wal-Mart and other big-box stores such as Lowe's, Target, and Home Depot damage small businesses in the surrounding region, reduce local employment, and often put new and unexpected burdens on local services, from traffic management to police protection.

A now-famous 1995 study by Dr. Kenneth Stone at Iowa State University on the impact of Wal-Mart's move into that state showed the average superstore cost other merchants in the host town about $12 million a year in sales, while stores in surrounding towns saw an even greater impact. Stone concluded that Wal-Mart caused the closure of 7,326 Iowa businesses between 1983 and 1993, including 555 grocery stores, 291 apparel stores, and 298 hardware stores.

"The economic pie is only so big," Mitchell explains, "and when a Wal-Mart comes in and claims a big slice of it, other, generally smaller businesses suffer." And less of that big-box revenue stays in the local economy, too, she adds. Local businesses return 53 percent of their revenue to the local area, while Wal-Mart returns only 14 percent, she notes.

Maine has a long history of questioning and blocking Wal-Mart's plans; five years ago Belfast became the first town in the state to use a size cap to block a Wal-Mart proposal. Only in Maine have all the towns in an entire region banded together to oppose the world's largest retailer. "What's intriguing in Damariscotta is it's a regional effort originating from the ground up," says Mitchell, who has done extensive national research on Wal-Mart's impact on local economies and advised Our Town Damariscotta during its campaign.

Mitchell notes that the involvement of the business community in Damariscotta and Newcastle is also unusual. "Business owners aren't often so public about [their opposition]," she explains. "They're afraid of alienating customers, so they tend to avoid controversy."

"When the Wal-Mart proposal finally came to light I felt we had to get involved," Carolyn Parker explains. "I was so pleased everybody got involved and stayed involved. The retail business community here has never communicated much among themselves, but this really has rallied people. Everything that has come out of the campaign has been positive."

Parker's meeting sparked the formation of the Damariscotta Region Business Alliance, which supported the size-cap campaign. It has continued to meet in the months since the vote to promote downtown business and respond to public requests for more accessibility and selection. "I remember at one meeting someone made the comment that she had to go to a Wal-Mart because she couldn't buy a car seat for her child downtown," Mayher recalls. "Bob Reny, Jr., stood up and said that the next Monday morning he was ordering car seats for his Renys stores. That was a defining moment."

At the second organizational meeting of Our Town Damariscotta, Kinney recalls, several residents of Nobleboro and Newcastle announced they wanted to create similar groups under the Our Town banner. "That wasn't our idea initially, but it gave everyone a lot of strength," Kinney explains. "We could raise funds together, and each town campaign reinforced the next town. Wal-Mart has a reputation for playing towns off against each other, and this took away the argument that if a town doesn't let them in they can just go next door."

As the Our Town movement spread, town officials reacted in different ways. The Newcastle board of selectmen and the planning board were more than cooperative, while officials in Nobleboro and Waldoboro tended to wonder what all the fuss was about, since neither Wal-Mart or any other big-box company had expressed any interest in their towns.

Wiscasset officials took the opposite tack. The board of selectmen instructed Town Manager Andrew Gilmore to contact Wal-Mart to see if the company was interested in building a store in their town. "We wanted them to know that Wiscasset is open for business and very proactive in sparking large-scale development," Gilmore says. In June voters narrowly rejected a moratorium on big-box development.

"Wiscasset always has its own take on every issue," notes Anne Leslie, a member of the town's comprehensive plan committee and one of the organizers of the petition drive. Since the closure of the Maine Yankee nuclear power plant in 1996 and the resulting loss of about 90 percent of its tax base, Wiscasset has been casting about for new sources of tax revenue.

"We're still finding ourselves after the loss of Maine Yankee," Leslie explains. "There's a lot of fear and economic anxiety. I want to see the town being more hopeful about planning for the future, not grabbing at every straw that blows past."

Wal-Mart has not expressed any direct interest in the town. It already has a supercenter about twenty minutes away at Cooks Corner in Brunswick. Leslie, though, notes that Wiscasset sits astride Route 1 in a rapidly growing area. "We haven't had a public discussion yet about what we want," Leslie says.

Meanwhile, three filmmakers are putting together documentaries on the midcoast Maine situation. Activists in other communities in Maine and elsewhere are calling Kinney and Mayher for advice on how to stop big boxes in their towns. "We weren't out to start a movement," Kinney says. "We were just trying to do something about one project."