WILLIAMSBURG -- If you haven't spent much time shopping around Williamsburg recently, be prepared for some surprises. The area's population is on the rise, and the retail scene is expanding along with it.

In addition to longtime attractions such as the Williamsburg Pottery Factory, new outlet shops are cropping up along Richmond Road, and large retail centers are under development in the city and to the east and west.

"Everything here is growing and growing very rapidly," said Richard Schrieber, president of the Greater Williamsburg Chamber & Tourism Alliance. "We'll soon be right next to Richmond."

A consistent draw for tourists, area residents and college students is Merchants Square, adjacent to Colonial Williamsburg's historic area. On a recent Saturday, a brass quartet wearing red sweatshirts and Santa hats played outside the Wythe Candy & Gourmet Shop. Some listeners sat on benches, and women with strollers, students with backpacks and couples walking dogs on Duke of Gloucester Street paused to watch.

Among the more than 40 shops there is Shirley Pewter. It sells handcrafted and custom designs as well as reproductions of Colonial items, such as a spoon modeled after one made by Joseph Copeland in 1675 that was found on Jamestown Island in the 1930s. A 4-inch version, popular as a baby gift, sells for $24.

At G. Bates Studio -- once voted "best place to get a gift for mom" by The Flat Hat newspaper at the College of William and Mary -- you can find colorful kitchen gloves decorated with polka-dot trim, jingle-bell wine stoppers and monogrammed bathroom tissue.

In the historic area are shops such as Mary Dickinson Millinery, where women can purchase 18th-century-style petticoats, cloaks and decorated straw hats.

Those with a taste for the past can try the horehound candy, plum pudding or plantation porridge at M. Dubois Grocer.

The Williamsburg area's largest outlet center, Prime Outlets on Richmond Road (U.S. 60), opened in 1988 and is preparing for its seventh expansion, said Nick Barrett, general manager. The outlet center occupies about 350,000 square feet of retail space, with 90 stores and some additional kiosks. The expansion will add 80,000 square feet.

Prime Outlets, one of 40 shopping centers operated by Baltimore-based Prime Retail Inc., is ranked as one of the top 10 outlet centers in the country based on sales per square feet, Barrett said.

"We are, in our opinion, a tourism driver," along with Colonial Williamsburg and Busch Gardens Europe, he said.

Next year, shoppers will have even more choices. New stores are opening at the New Town development along the western edge of the city near William and Mary, and a retail village is planned for the new High Street development along Richmond Road.

To the east, next to Water Country USA off state Route 199 in York County, work is under way on a 240-acre site that eventually could house 1.5 million square feet of retail space. By next fall, The Marquis shopping center is expected to be home to J.C. Penney, Target, Dick's Sporting Goods, Best Buy and Kohl's, according to Jim Noel, economic-development director for York.

Contact staff writer Tina Eshleman at teshleman@timesdispatch.com or (804) 649-6304.

Merchants Square near Colonial Williamsburg's historic area is home to more than 40 shops and restaurants along picturesque, tree-lined streets. The buildings there, constructed from 1929-32, are examples of the Colonial Revival style.