In 1945, a twenty-seven-year-old from Oklahoma walked into a Ben Franklin store in Newport, Arkansas. He was fresh out of the army, eager to learn the retail trade, and completely unaware that he was about to set in motion the destruction of the very institution that was training him. His name was Sam Walton, and the store he would one day build to replace Ben Franklin became the largest company on Earth. At the time, Ben Franklin was everywhere.

The five-and-dime chain had grown out of a Boston wholesale business started by three brothers named Butler in 1877. By the 1920s, small-town retailers were being squeezed by new variety-store competitors like Woolworth’s and Kresge’s, and Butler Brothers responded with a franchise model. Independent merchants could keep their own stores but buy most of their merchandise through the company, which consolidated freight and shipped from massive warehouses. Order on Friday, goods arrived Tuesday.

The store owner got the buying power of a national chain with the freedom of independence. By 1936, there were 2,600 Ben Franklin stores across America, plus another 1,400 federated department stores under the same umbrella. Tens of thousands of Main Streets had one. Sam Walton was born in Kingfisher, Oklahoma, in 1918.

His father worked as a farm appraiser and foreclosed on properties during the Depression, so the family moved constantly. Sam learned to hustle early, delivering newspapers and selling magazine subscriptions. He was an Eagle Scout by thirteen, quarterback of his high school football team, and student body president. He had to win at everything, a trait that never left him.

After the war, Walton approached Butler Brothers for a franchise. They assigned him a Ben Franklin store in Newport, a cotton town of about 7,000 people in the Mississippi Delta. He put up $5,000 of his own savings and borrowed $20,000 from his wife Helen’s father. After a two-week training program, he opened for business.

The store was a poor performer. It sat on Front Street across from a competitor doing twice the sales. The rent was 5 percent of revenue, the highest in town. Butler Brothers required him to buy 80 percent of his merchandise from them.

Walton ignored the rules when they got in his way. Helen later said he spent his free time across the street studying the rival’s displays and pricing, copying what worked and improving what did not. He drove to Tennessee on weekends to find manufacturers who would sell directly to him, bypassing Butler Brothers and its markups. He bought a popcorn machine and an ice cream machine and put them on the sidewalk.

He ran unapproved promotions and priced items lower than he was told, taking a smaller profit per item but selling three times as many. The overall profit was higher. He had figured out the formula that would eventually build the biggest company in the world. In his first year, sales rose from $72,000 to $105,000.

In year two, $140,000. In year three, $175,000. By year five, his Newport store was doing $250,000 a year, number one in the state and probably the region. He paid off his father-in-law in thirty months.

Then he lost everything. When Walton signed the lease in 1945, he was young and inexperienced with real estate. The rental rate of 5 percent of sales was high but manageable. What he missed was the renewal clause.

The lease ran for five years with no option to renew. The landlord, a department store owner named P. K. Holmes, had watched Walton turn the store into a gold mine.

When the lease expired in 1950, Holmes refused to renew it at any price. He knew Walton had no other location in town. Holmes offered to buy the franchise and inventory at fair market value so he could give the store to his own son. Walton had no choice but to sell.

In his autobiography, he called it the low point of his business life. He wrote that he felt sick to his stomach, that it was like a nightmare, that he had built the best variety store in the region and done everything right and was now being kicked out of town. Helen, settled in with four small children, was heartsick. Most people would have taken a safe corporate job after that.

Walton did not. He found a small variety store for sale in Bentonville, Arkansas, population 3,000. He chose it partly because it was near Helen’s family and partly for the quail hunting. He opened Walton’s 5 and Dime, still a Ben Franklin franchise.

This time, he read the lease carefully. And he kept opening stores, in Fayetteville, Kansas City, Little Rock, and Springdale. He bought a secondhand airplane to fly between locations. By 1962, he had sixteen stores, the largest chain of independently owned variety stores in the country.

But he could see the future. Discount stores were arriving. Kmart and Target had just opened. The old model of selling at full price in narrow aisles was dying.

Walton flew to Chicago and presented his idea to Butler Brothers executives. He wanted bigger stores, lower margins, higher volume, and he proposed himself as the test case. They laughed at him. Cutting their own profit margins in half on purpose seemed absurd.

They told him to forget it. So Walton went home, borrowed against his house and everything he and Helen owned, and on July 2, 1962, opened a store in Rogers, Arkansas, just down the road from Bentonville. He called it Walmart Discount City, a name suggested by his first store manager because it used fewer letters and saved money on the sign. Everything that had made his Ben Franklin store successful went into Walmart: low prices, high volume, direct manufacturer relationships, self-service, relentless study of competitors, obsessive cost-cutting, and the focus on small towns that Kmart and Target would not touch.

Towns under 10,000 people, exactly where Ben Franklin had thrived for decades. Walmart did not just compete with Ben Franklin. It replaced it, store by store, town by town. Then came a kind of revenge Walton claimed never to have intended.

In 1969, Walmart number 18 opened in Newport, Arkansas, the same town from which he had been run out nineteen years earlier. In his memoir, he said he had no revenge in mind and was long over what happened. But the Newport Walmart did extraordinarily well, and it was not long before the old Ben Franklin store on Front Street closed its doors. The landlord’s son, who had been given the store Walton built, went out of business.

Walton noted that his customers were the ones who shut it down, that they had voted with their feet. Walton was not the only one who used Ben Franklin as a launching pad. In 1953, K. R.

Perry opened a Ben Franklin in Norfolk, Virginia. His son and a partner later turned it into a toy store chain, sold it, and used the money to open a new kind of store in 1986 with everything priced at one dollar. That company became Dollar Tree, today with over 15,000 locations. In 1973, Michael Dupee had a failing Ben Franklin in Dallas, converted it into an arts and crafts store, and called it Michaels.

It now has over 1,200 locations. Three of the most successful retail companies in American history were all born inside Ben Franklin stores, the five-and-dime that trained its own executioners. Ben Franklin itself could not survive what it created. In 1960, Butler Brothers was bought by City Products Corporation.

The chain shrank through the 1970s and 1980s as Walmart and Kmart devoured the small-town market. By the 1990s, the company was running out of franchisees and money. Ben Franklin filed for bankruptcy in 1996. A company called Promotions Unlimited bought the name but also went bankrupt in 2017.

A handful of independent Ben Franklin stores still operate, mostly as craft shops. In Sheldon, Iowa, one has been open since 1991, and its owner says only people over sixty remember what the chain used to be. In December 2025, the Ben Franklin store in Juneau, Alaska, closed after more than fifty years, the owner saying the world had changed around it and there was nothing he could do to stop it. More than 2,500 stores once sat on Main Streets across America, selling penny candy, model airplanes, sewing needles, and goldfish in plastic bags.

The one that mattered most was the store in Newport, Arkansas, where a kid from Oklahoma learned the trade, got kicked out for his success, and came back with something that consumed the five-and-dime, the department store, and most of Main Street along with it. Walton always said you could learn from everybody. He learned from Ben Franklin, from the store across the street, and from the landlord who stole his business.

Then he took everything he learned and built the largest company on Earth on top of the world that had once rejected him.