"Wow," says the first-timer entering Downtown Books Bought and Sold.

The neophyte swivels around trying to focus in the front room alone. There are too many slim titles to look at without it all becoming a blur. She turns back to her boyfriend.

"So, how's it broken up?"

"Well," he replies. "What are you looking for?"

Ah. This is one of the rubs of the place. Sprawling through some 8,000 sq.-ft. of an old charge card plate manufacturer that covers several floors and sometimes parts of different connected buildings, owner/proprietor Keith Pajot and a dedicated staff have turned a simple used bookstore into a scholastic cavern in which to explore and wonder.

Even after installing new lights in the ceiling, it still feels like a well-lit cave. One employee attempted to make directory maps for various rooms and posted them outside the respective doorways. But the rooms wind around and around, most shelves are filled to the ceiling, paths ramp up and down, and exterior walls occasionally expose ancient intricate designs underneath.

Beyond particular interior walls made of wood paneling, there are glimmers of more mysterious dark rooms filled with shelved books that are inaccessible to the public.

"Some of that is stuff in storage or things I purchased but never got to placing," says Pajot on a break from packing up books due to be mailed to fulfill Internet sales. "Some of it is stuff that maybe I'm just interested in and sometimes I get sets and I just cull out what I really want and the rest just hangs around."

In the chaos of aisles and floors, it is said that a pattern can be followed: multimedia, popular fiction and classics (often picked through by college students completing fall/spring checklists), children's books, and various religions are on the main floor.

The back room has esoteric followed by a World War II room. The second half-floor has travel material with a whole room of "National Geographics." The technical third floor starts with genres like humor, cooking, biographies, and true crime. An incline leads up to another open area with scores of comic books and magazines, followed by a side room just for albums. Other side rooms and an old watercloset have specific genres and subgenres like "biographies related to sex," which are noted by handwritten tabs below each shelf.

There are so many books reaching heights and back-catalog depths that light and sound are baffled at times. One can forget that a bustling city is just outside. One can forget what time it is -- in certain sections, even what year it is. One can get lost.

"There are a few stories," says Pajot. "One time I was in the (locked and) gated section upstairs looking for something and someone must have followed me in. Later I got a call from 911 telling me that there was somebody locked in my bookstore."

Downtown Books began in 1991 as Pajot parted ways with Renaissance Books (a close cousin in scope) to start his own literary enterprise. He opened a small storefront on Plankinton Avenue, which was followed by other nearby outlets before combining efforts into the current location at 327 E. Wisconsin Ave. Back then Pajot only leased the first floor.

Over the next 10 years Pajot continued to scour and collect books from around the region (he's hesitant to share trade secrets, so he won't say where) so a second floor was leased. Employees and Pajot built and painted scores of shelves. Specialty sections like the comic book area began to take shape and became widely known.

Videos and cassettes gave way to DVDs and CDs, although the remaining stock of the former medium is still impressive and eclectic. Inventory grows and turnover is brisk, making estimates of the total collection hard to pin down.

"I would say we have over 500,000 (items) including the comic books and DVDs and such. Of course, you should see the basement. That's filled with books, too. If there was a market for it, I pursued it," says Pajot.

By comparison, the total December 2006 Central Public Library inventory (including rare and reference books) was almost 1.8 million items according to MPL. But it is possible there may be materials at Downtown Books that don't exist in the library system.

Some unusual material is housed here, a fraction of which can be seen in a few online catalogs. A few years ago, certain employees pressed Pajot and guided him into joining Internet marketplace outposts on eBay, Half.com and Amazon.

This last sub-site now boasts over 3,800 listed materials including completely random items like a CD recording of Vincent Price as "The Saint," "Combinatorics for Computer Science" by S. Gill Williamson, and the "INXS Song Book" by INXS. Often these appear as rarities or only-copy on all of Amazon. Pajot says that a larger percentage of materials now gets sold online more than in the store.

Pajot lives near Downtown Milwaukee and often spends six days a week doing something related to the store. He doesn't believe that he is obsessed but instead maybe addicted to buying low and re-selling for a little higher. There's still a lot about the used book racket that mystifies him after decades experience.

"I'm going to buy these 10 books and I know I'm only going to sell two of them right away. I just don't always know which two."