It's just days before the kickoff of the holiday shopping season in historic downtown Annapolis, and all is definitely not merry and bright.

Two workers aloft in a cherrypicker are grappling with a wobbling Christmas tree down by City Dock. Up Main Street, the staff at one store is anxiously fluffing out reindeer sweaters and moose turtlenecks to fill open space on shelves, wondering when their holiday shipment will arrive.

In another upscale clothing store several doors down, customers stumble over piles of Christmas lights cluttering the aisles while a saleswoman wrestles with a jammed stapler that had stalled the task of stringing the lights around the store.

"Do you have any Spicy Bay or Old Bay or something like that men's aftershave?" inquired a customer, standing with her back to the shelf where boxes of Bay Rhumm were neatly arrayed.

The clerk smiles patiently and directs her customer to look over her shoulder. She coos a happy "thank you," then inspects the labels and takes one of the boxes to the sales counter.

"I've barely started my shopping," the woman says. "Somehow there's never enough time."

From Main Street to Maryland Avenue, retailers are feeling the same way about preparations for the holiday shopping season. In some ways, the lead-up is more stressful than the annual crush of shoppers. There are deliveries to unpack and arrange, decorations to dust off and display, part-time help to hire and train.

But the effort can make the difference between a good year and a great year for the dozens of retail stores in Annapolis, particularly after a year like this one. With the economy limping along, and threats of war and then snipers terrorizing the region, people have been staying home this year, playing it safe financially and hedging their bets against the vagaries of chance in the world. This is downtown's big push to get those people to venture out -- and to spend.

"It's the ambience of this community that makes it more of an experience than anything you would find in a mall," said Steve Samaris, past president of the Annapolis Business Association.

This year, businesses will spend $25,000 to put the city's best foot forward, Samaris said, with lights, decorations and special evenings to shop and enjoy the restaurants and scenery of the historic city.

"Without that, and the Colonial and maritime history of Annapolis, you'd simply have a town," he said. "This is the greatest outdoor mall you will find."

Few malls can compete with the ambience of the old port town streets that slant down from the state capital to the edge of the Chesapeake Bay, nor offer the selection of gifts that speak so uniquely of Maryland and the nation's first capital.

When shopkeepers open today for the annual late-night shopping bacchanalia called Midnight Madness -- during which stores, as the name implies, remain open until midnight -- they hope to welcome as many as 15,000 visitors.

What they'll find are stores such as A.L. Goodies General Store on Main Street, which offers an extensive selection of stocking stuffers and gag gifts: crab erasers, lighthouse suncatchers, Naval Academy mugs, Chesapeake Bay snow globes and shot glasses, stink bombs and a Santa doll wearing a rubber ducky inner tube.

All this, and commemorative U.S. Naval Academy and U.S. presidential plates, just around the corner from racks of puka shell necklaces, hot pepper candy, wind-up crabs, peppermint bark, jelly pops and bobbing-head dog dashboard ornaments.

"This stuff is awesome," says a boy who's stopped into the store after school with a buddy to buy some trick gum and see what other treasures they might discover.

"Yeah, we should get some of this [hot pepper] candy for Sean," said his Fubu sweat-shirted friend.

"And some fart spray for my dad!" snickered the other, his head encased in a knit cap while the rest of his body swam in baggy blue jeans that slid down to reveal red boxer shorts.

"Your mom'll never let him have that!" snorted his friend, "but it's really cool anyway!"

Like any good man on a shopping mission, however, they had a fallback plan: Osama bin Laden toilet paper.

Outside, a man leans a ladder against the plate glass window of a store nearby and starts hanging a bough of evergreens from the soffit. Later, he'll come back and add strings of tiny white lights, pine cones and red ribbons and bows to complete the trimming of the greens. But for now, the sky is turning gray, the wind is whipping up, and he's running out of time.

"Everything's got to be done by Midnight Madness," says a worker wearing a blue jacket with the embroider-stitched name of his company on it: Ben and Jerry's Facades.

They're not ice cream moguls, but they started out similarly: two guys looking to start a business. They came up with a plan to provide exterior decorating services to Annapolis businesses.

This year, Ben and Jerry's staff of four men and one woman has orders from 15 downtown merchants who want their stores adorned with lush green boughs of four types of evergreens, plus pine cones, red Christmas balls and bows.

Over the past 18 years, the company has helped Annapolis transform itself for the holidays, adding a bit of sparkle and cheer to the Colonial town. By tonight, they'll have more than a dozen business fronts in Annapolis and Eastport adorned with greeneries and lights.

Swags of lighted evergreen boughs will regale the red brick walls and white carved doorways on the bank at the top of Main Street, highlight the display windows of the haberdashery next door, and merrily sashay their way along the fronts of more than a dozen more stores down the hill.

For now, however, forecasters are calling for snow, and the damp cold is seeping through the workers' fleece-lined jackets. So they hurry as much as possible, blowing on their hands between twists and ties of the boughs.

"We're just happy it's not snowing yet," said Jerry Geppi, co-owner of the greenery business. "After this, we're on to the residential interiors. They're great because they're inside, where it's warm. Plus, we usually get lunch and cookies."

By tonight, the windows of shops throughout the city will be glowing with holiday cheer.

Merchants will set out plates of cookies in their shops and pass around cheese and crackers. Cider, punch and glasses of wine will be offered on trays. Dog bowls with biscuits and water will sit outside; this is, after all, a famously canine-friendly town. Some shop windows will be cleared to make way for string bands and choirs; minstrels will walk through the streets, regaling visitors with songs.

All of the work that downtown merchants have put into the official start of the holiday season will be on display tonight, a $25,000 tableau offering up Annapolis in its holiday best.

But like all good gifts, the highlight of the evening is likely to be one that is free.

Sometime after dark, a jolly old elf and his assistant are expected to cruise into town in a champagne-colored Volkswagen Cabriolet.

"He's quite the man about town," said Erin, his elf assistant. "He'll probably want to get out to walk around, say hello and hand out candy canes, but my job is to keep him moving."

Apparently, even Santa still has quite a bit of shopping to do.

Jordan Romanski of Scranton, Pa., left, checks out a miniature Santa Claus in the window of the Christmas Spirit shop. Below, Mike Drabick of Crofton, Md., holds up daughter Lindsey, to his left, and son Ryan to see a Christmas staple, the electric train navigating the landscape, at the A.L. Goodies store.Sidewalk shoppers are enveloped by a panoply of lights on Main Street as the commercial Christmas season opens.