An Aladdin's Cave which has tempted millions of shoppers over almost 40 years is closing for the last time at the end of January.
Boodle-Am opened in Leeds in 1969 and is the oldest store in the Victoria Quarter, lovingly run every day by Marian Marcham.
The north Leeds mum-of-three moved into the shopping centre when it was just a row of terraced buildings, without the stunning stained glass roof added later.
She said: "I've certainly seen some changes. I think it's absolutely amazing. I'm absolutely the longest tenant in the Victoria Quarter and most probably the oldest."
She said she had been considering retiring for several years: "I think it's time to take life a bit easier and just have a bit of time to do things with family and friends, and holiday when I want."
Marian said: "I will miss the shop desperately. I will miss the nice customers and all the people who work in the Victoria Quarter because they are like your friends.
"Everybody is devastated we're closing, saying things like 'you can't close down, you're a Leeds institution, there's nothing else like you in the whole of Leeds'."
She explained the name Boodle-Am came from a 1920s song, Boodle-Am Shake, re-recorded by her ex-husband Mick's band in 1964. He suggested the name for the shop.
Boodle-Am first opened in a small unit next to the Coburg pub on Woodhouse Lane, Leeds.
A year later Marian opened her second, in the Victoria Quarter.
The two shops co-existed for around seven years until the floor in the original Boodle-Am caved in, falling into the cellar.
The shop had to be demolished but by then the bigger city-centre store was well-established and in 1990 it moved into its final home on County Arcade.
Back then most stores were small and individually-owned, compared to today's centre which is home to big brands.
Marian, a founder member of the Victoria Quarter Tenants' Association, said: "In another 25 years, I think it will change back and will be little individual shops again."
Boodle-Am is one of the quirkiest shops in the centre and one of the largest stockists of cult shoe brand Kickers for the past 32 years.
It also has silk scarves, hats, dresses, and ethnic jewellery from India, Africa and Afghanistan, plus original Venetian masks.
Marian originally worked as a nurse at Leeds General Infirmary but after helping out in a friend's shop on Woodhouse Lane in 1966, she was asked to run it – and discovered her natural flair.
She plans to spend more time with husband Clive and her three grown-up children, meaning regular trips to the US to see eldest daughter Harriet.
She said: "I want to thank all our customers, landlords, and centre manager John Bade and his team who have all been incredibly helpful."
When the shop closes, some stock will be given to Martin House children's Hospice in Wetherby.