Big-box retailers, such as Walmart and K-Mart, pose novel challenges to cities and towns. Although they clearly benefit consumers with lower prices and provide smaller communities with access to a wider array of merchandise, the aggressive growth of these giant discount chains has fueled opponents who charge that the discounters disrupt the economic and social fabric in hundreds of communities. This article describes the nature of the revolution in retailing brought on by these discount giants and suggests how communities can plan for the arrival of a local "big box."