Eli Isay had been in the United States for five days. He spent four of them at Potomac Mills mall.

The middle-aged Turkish importer, his wife and their teenage son were visiting his daughter, who works for the World Bank in the District. On four separate days recently, they piled into a car and slogged the 30 miles down Interstate 95 to the sprawling mall.

"We also went sightseeing in Georgetown," Isay said sheepishly, clutching a Ralph Lauren bag.

Potomac Mills might not be, as it claims, Virginia's largest tourist attraction -- the Virginia tourism board says that's Colonial Williamsburg. The Woodbridge mall ranks 10th.

Still, that kind of drawing power is why, even while the region around the mall grows more prosperous, Potomac Mills will remain what it has always been -- a not very glitzy collection of outlets, "value retailers" such as Burlington Coat Factory and "category killers" such as Books-A-Million, the nation's third-largest bookstore chain, and a company big enough to "kill" smaller competitors.

"It is what it is," said Lawrence B. Hoffman, a principal at H&R Retail, one of the region's biggest retail real estate brokers. "It's not a Banana Republic or Coach kind of place. It doesn't need marble, because it's catering to a middle-class American market."

Many of the malls owned by Arlington's Mills Corp. -- there are 18, from Los Angeles to Pittsburgh -- follow a similar model. The newer ones, such as Arundel Mills outside Baltimore, also lean heavily on bells and whistles, such as a Crayola crayon store where children can paint with artists, a restaurant with jousting knights, a bass-fishing shop with a rock-climbing wall and an arcade. Arundel Mills, which opened in 2000, was built on the racetrack model of malls, with a circular walkway surrounded by shops on either side.

Potomac Mills was the company's first mall. Built in 1985 when much of Prince William County was still woods and farms, its construction plans weren't terribly ambitious. At the last minute, as an afterthought, Mills Corp. decided to slap a roof on the 1.7-million-square-foot mall, equivalent to more than 200 tennis courts.

The low-slung exterior is still unprepossessing brownish-gray concrete blocks and corrugated metal. The mall landed one of the United States' first Ikea stores -- the Swedish purveyor of inexpensive, stark, hip furniture and furnishings

Mills went public as a real estate investment trust in 1994, a year after several big shopping center developers run by the Simon and Taubman families turned themselves into REITs. Because there are fewer places in the country left to put a huge mall -- only three will open this year, down from a recent peak of 19 in 1990 -- mall companies have started buying each other. Mills bought eight last year and a $1 billion half-interest this year in nine more malls from a General Motors Corp. unit. And the Rouse Co., a big mall operator based in Maryland, is being bought by General Growth Properties Inc. of Chicago for $12.6 billion.

Potomac Mills, last renovated about a decade ago, is starting to show its age. Its owner is spending $23 million on repainting. Meanwhile, workers have yanked out 25 miles of extraneous wiring before hoisting a new ceiling.

Sales per square foot for the mall reportedly have slipped below the company's average. They were $312 per square foot at the end of 2003, said Richard C. Moore, a real estate analyst at KeyBanc Capital Markets, a unit of Cleveland's KeyCorp, citing an industry bible, the Directory of Major Malls. That was far below the $351 the company averaged for the first half of this year. Mills confirmed its company-wide average but wouldn't disclose sales for individual malls.

Mills has kept the mix of 220 stores fresh -- only the men's store S&K remains from the day Potomac Mills opened. But the mall has only one sit-down restaurant, Ruby Tuesday. And instead of being racetrack shaped, the mall snakes in a long line over three-quarters of a mile of twists and turns.

The tiles on the floor, due for replacement, are chipped and worn. Light fixtures hang from the bare ceiling, a doodle of pipes and wires, like drooping flowers. In places the air is heavy with the smell of fried food and scented candles.

"If sales are lower there, the reason is probably that it's the oldest mall in the portfolio," Moore said. "It's just not the same caliber as their brand-new malls."

With Washington's southernmost outpost of big retail determined to remain bargain-conscious, Prince William's retail scene will be dominated by outlets for at least several more years.

"Potomac Mills will stay consistent," said Ramsey Meiser, a Mills group vice president. "What we're trying to do is bring it up to a level comparable with our other centers."

Eventually a more conventional megamall will open here, county officials predicted, although they said they know of no plans for one now. It might be several years or even longer, because Northern Virginia is already studded with super-regional malls (covering more than 800,000 square feet) and regional malls (400,000 to 800,000 square feet).

Virginia ranks 11th in malls in the nation, according to the International Council of Shopping Centers, a trade association. Maryland is 15th. California is first.

And super-regional malls draw most of their customers from as far as 25 miles away, which covers much of the more populous parts of Prince William County.

As the county grows and prospers, it will attract luxury malls, said William Vaughan, senior research manager for the county Department of Economic Development. "And I don't think it's that far away."

None of that matters much to tourists like Joanna MacKenzie, a thirtyish Australian marketing expert in the United States for two weeks. She was visiting the mall for the second time in a week with her mother, who lives in Alexandria.

"No, I haven't bought anything today," MacKenzie said recently. "It's the end of the trip, and my suitcase is full."