A circa-2014 site plan, showing the Sophisticated Courtyard that has been built on the mall's south side. 3 sit-down restaurants were featured. Over on the east end, Saks Off Fifth has moved to a new location beside Costco. Its old store, in the Northeast Wing, was supposed to have re-opened as a Christmas Tree Shops. Instead, a prototype store, known as and That, was installed in the space.

Opitz Boulevard and Potomac Mills Road
Prince William County, Virginia

Washington, D.C.'s Western Development Corporation was formed in 1967. In 1984, they entered into a joint venture with the German KanAm Grunderbesitz GmbH and built POTOMAC MILLS, the first of an eventual eighteen Mills-type shopping centers.

The original "superregional specialty center" was constructed on 143 acres, which was previously occupied by an apple processing plant. The site was situated 22 miles southwest of the United States Capitol, in an unincorporated section of suburban Prince William County, Virginia.

POTOMAC MILLS was designed by Michigan's Wah Yee Associates. The Phase 1 structure encompassed 650,000 leasable square feet, with its first operational stores opening September 12, 1985. These included Linens 'N Things, Lamp Factory Outlet, Just For Kids Outlet, Hamrick's and a 
1-level (150,000 square foot), Myrtle Beach-based Waccamaw Pottery.

An official dedication, held September 19, 1985, brought additional stores and services, such as Benetton Outlet, Books-A-Million, Park Street Cafeteria, Waxie Maxie's Records, Record World, Sears Outlet, Raleigh's Outlet, the Elvis Presley Museum and a 14-bay Food Court.

The single-level center was built in a spartan / minimalist fashion. Storefronts in the warehouse-like interior were painted in muted pastel shades. Throughout the corridors were several overhead "Mills TV" video screens, which broadcast commercials for the various mall stores and services.

There was also a state-of-the-art -for 1985- network of 9 touch-screen terminals. These featured 3-D computer-generated graphics which guided shoppers through the meandering mall.

The Mills mall concept, novel in the mid-1980s, dispensed with traditional mid-to-upper tier department store anchors in favor of a blending of factory-owned and operated discount outlets, specialty retailers and service-type shops. It proved to be a successful venture.

Phase 2 consisted of 550,000 leasable square feet and was officially dedicated July 21, 1986. It encompassed a single level and brought the GLA of POTOMAC MILLS up to 1,210,000 square feet, with a roster of 170 retailers. The mall now stretched for .9 of a mile from end-to-end.

A 1-level (150,000 square foot) Ikea had become the first operational Phase 2 store, on April 17, 1986. It was followed by a Cohoes Specialty Store, Friendly Restaurant, 
(41,000 square foot) Nordstrom Rack and American Multi-Cinema Potomac Mills 10. The original mall was divided into 9 numbered "Neighborhoods", beginning with Neighborhood 1 on the east and ending with Neighborhood 9 on the west.

In the vicinity of POTOMAC MILLS were SPRINGFIELD MALL (1975) {14.2 miles northwest, in Fairfax County}, SPOTSYLVANIA MALL (1980) {27 miles southwest, in Spotsylvania County} and MANASSAS MALL (1996) {14.2 miles northwest, also in Prince William County}.

An expansion of POTOMAC MILLS had been announced in September 1990, which was to add 700,000 square feet. However, the owners, Western Development and KanAm, were embroiled in a legal battle over control of the Mills mall portfolio, which now consisted of 3 properties. Moreover, there was difficulty in securing financing for the addition.

Problems were eventually worked out and ground was broken March 25, 1993. The size of the single-level expansion had been scaled down to 400,000 square feet. It was to add a 
(112,600 square foot) J.C. Penney Outlet Store, (61,700 square foot) Marshalls Superstore, (38,200 square foot) Saks Off Fifth Avenue Outlet and (32,300 square foot) Spiegel Outlet. A fourth junior anchor, originally planned as a Phar-Mor Drug, opened as an (80,300 square foot) Burlington Coat Factory.

A gala grand opening was held September 30, 1993. The Flying Elvises (featured in the "Honeymoon In Vegas" motion picture) parachuted into the mall parking lot. Among the 50 stores dedicated that day were A Touch of Cashmere, Corning Revere Factory Outlet and The Virginia Peddler.

Western Development converted to a publicly-owned Real Estate Investment Trust (REIT) in 1994, with the official name of the concern becoming the Mills Corporation.

Also in 1994, the 10-screen multiplex at POTOMAC MILLS was expanded with auditoriums. The Cohoes store had been shuttered in May 1988. It re-opened as a Woodward & Lothrop ["low-thrup"] Clearance Center. This closed in late 1995.

Ikea relocated out of the mall proper, into a 1-level (300,000 square foot) freestanding store, November 28, 2001. Mall tenants at this time included T.J. Maxx, Sports Authority and an L.L. Bean Factory Store. 

The east anchor, operating as a Waccamaw's HomePlace, was shuttered in June 2001. 62,000 square feet of its space became a Van's Skatepark, which was promoted as the largest such facility in the world.

Half of the old Ikea space was demolished in early 2003. A new cinematic venue, the American Multi-Cinema Potomac Mills 18, was built. It showed its first features in 2004 (an IMAX auditorium was added in July 2008). The remaining Ikea area was sectioned into 2 stores; Off Broadway Shoe Warehouse and Last Call From Neiman Marcus; the latter opening March 6, 2009.

News of a 350 million dollar "accounting error" at the Mills Corporation led to the collapse of the company in mid-2006. The Indianapolis-based Simon Property Group and San Francisco-based Farallon Capital Management formed a joint venture and bought the Mills property portfolio in April 2007.

The Waccamaw's / Van's Skatepark at POTOMAC MILLS was knocked down in mid-2006 and replaced by a 1-level (152,000 square foot) Costco, which made its debut in May 2007. The nation's first Bloomingdale's-The Outlet opened, at POTOMAC MILLS, August 20, 2010.

A fifth expansion of POTOMAC MILLS had been announced in May 2008. It was to add 50,000 square feet of retail and restaurant space that would extend eastward from the vicinity of the Last Call Neiman Marcus and AMC megaplex. The project was delayed by The Great Recession, but plans resurfaced in January 2011.

The expansion finally got underway in May 2012. This would entail a complete renovation of the mall's exterior, using a river stone and decorative wood motif. 3 sit-down restaurants would be built adjacent to the main mall entrance, on the south-facing front of the complex.

Cheesecake Factory became the first to open, on November 7, 2012, followed by Bahama Breeze, on January 23, 2013. The dedication of Bobby's Burger Palace followed soon after. The piece de resistance of the renovation project was the relocation of the Saks Off Fifth Avenue Outlet, a mall tenant since 1993.

The Costco wing of the complex was gutted, with a new (30,000 square foot) Saks Off Fifth store created. It opened for business October 3, 2013. The previous location, at the northeast corner of the mall, was originally going to be retenanted by Christmas Tree Shops. 

This plan was abandoned in favor of a prototype outlet store called and That (a new operative of Bed, Bath & Beyond-Christmas Tree Shops). This store began business in the spring of 2014. With its dedication, POTOMAC MILLS encompassed approximately 1,610,000 leasable square feet and housed 225 stores and services.


"Potomac Mills" article on Wikipedia
http://www.mills.com (website on Internet Archive Wayback Machine)
The Washington Post
The Free Lance-Star (Fredericksburg, Virginia)

Comment post by "NotReallyHere"
Prince William County tax assessor website

http://www.westdev.com (Western Development Corporation)
http://www.simon.com (Simon Property Group)