Cars circle the cracked pavement of the parking lot outside Atlantic Mills. An army of suitcases and shoe boxes stand at attention in front of the hulking red-brick mill building. By the main entrance, cups of freshly cut mango, watermelon, and pineapple sit out next to a small display of doughnuts underneath the umbrella of a Sabrett hot dog stand. People streaming through the front doors stop at a booth and slide two quarters over to the guy on the other side. It’s a Sunday, and the Big Top Flea Market is open.
First-time visitors to the storied flea market on the first floor of the Mills might find themselves overwhelmed by the spinning lights and barking children’s toys, the steady stream of people on a busy Sunday morning after church, and the maze-like passageways between the dozens of vendors inside. There are stands selling everything from incense and weed paraphernalia to everyday household goods and Latin American candy. Many of the vendors have sold at the market for years — some, like Tito, who manages the music store, have expanded well beyond a single kiosk. Others, like Julia, who has been selling Guatemalan clothing for about two years, are relatively new to the 50,000-square-foot market.

Carlos has been selling products at the Big Top Flea for more than 20 years. At his kiosk in the Mills, piled high with the plastic wrappers for phone cases and screen protectors, his son works alongside him, as he has since their stand first opened.
“This has been here for a lot of years,” Carlos’s son explained. “I’ve been here since I was 5.” He is a man now, tall and bearded. For many of the vendors and regular customers of the market, Big Top Flea has been one constant in the face of gentrification’s slow encroachment into the neighborhood.
Gentrification is a process of neighborhood change — often it includes a cultural, economic, racial, or social transformation of an initially lower-income neighborhood via the influx of comparably wealthier — usually white — residents. Though it remains one of the most diverse — and affordable — neighborhoods in Providence for now, Olneyville has been gentrifying over the last 10-20 years. In the Boston Review, Cornell University professor Joseph Marguiles wrote that from 2000 to 2015, the average rental price in the neighborhood rose over 54% — a higher rate than the citywide average for that period. In addition to increasing rents, Marguiles also wrote that between 2009 and 2018, the population of non-Hispanic white residents jumped by almost 60%, and the Gini Inequality Index — a standard measurement of inequality — increased more than 10%, pointing to a “whiter, significantly more unequal” neighborhood.
“If you look at the change that is taking place, there are really dramatic shifts in income levels, education levels, [and] race,” Marguiles told PPS. In addition to teaching law and government at Cornell, Marguiles is the author of Thanks for Everything (Now Get Out), a book about the ongoing gentrification of Olneyville and how it can serve as a case study for similar neighborhoods across the country.

Entering the neighborhood from the east, shuttling across Federal Hill and the West End via Westminster Street, visitors are faced with two critical turns into Olneyville: the turn on Valley Street, or the turn around the bend, on Manton Avenue. Manton Avenue spits you past the crowded display windows of Mariluz Flower and Party, past the steamy glass door of La Panaderia Salvadorena, and across the Woonasquatucket River, parallel to the battered bike lane that runs across the front of the Atlantic Mills.
Turn too early on Valley Street and stay on the eastern side of the river, you’re still in Olneyville, though you wouldn’t know it. Multiple hot yoga studios. A bookstore-bar. Rising Sun Mills — perhaps one of the most famous mill redevelopment projects in the city, where you can rent their cheapest studio apartment for $1,600 a month if you make at least $48,000 a year, or more than twice the median household income in Olneyville.
“We’re seeing a lot of gentrification here. Most of it good, some of it bad,” Olneyville Neighborhood Association Board Chair Cindy Miranda told PPS in October. “You see people, like, six-foot tall in shorts, jogging in the streets… It’s different.”
Despite its negative connotations, gentrification is a complicated process — like Miranda said, it comes with its pros and cons. One of Olneyville’s unique qualities is its sheer number of abandoned mill buildings as the city’s historical center of manufacturing. One of the most powerful drivers of gentrification in the area has been the adaptive reuse of these underutilized buildings — like what happened with Rising Sun Mills and the neighboring Calender Mills. These redevelopment projects are a double-edged sword: For the most part, they are a way to increase the housing stock without directly displacing residents. There are some exceptions to this, but ultimately, redeveloping abandoned buildings into apartments is one fairly effective way to relieve pressure on the housing market — at first. Additionally, abandoned buildings can be a magnet for crime, so decreasing the number of vacant structures in Olneyville has contributed to the falling crime rate over the last several years, according to Marguiles’s research.
More nebulous to determine is how much displacement these upscale developments have indirectly caused.
“A lot of homes are being bought up” in Olneyville, Miranda explained. “For example, in [their] mailboxes, a lot of people in the neighborhood are getting little cards, [saying] ‘Cash offer for your house, we’ll buy today as is,’ and it’s like, I hope my landlord doesn’t see that.”
As of 2021, about 70% of Olneyville residents are renters. So even as property values in the neighborhood increase as a result of improvements — like fewer abandoned buildings, lower crime rates, and more green space — those increases are not necessarily benefiting the community economically. That’s not to say that residents don’t see these improvements reflected in their quality of life; Miranda said that she feels safer in her neighborhood than she did in the past, and the Woonasquatucket River Greenway — a bike path through the neighborhood that is continually being improved and expanded — connects a variety of parks and green spaces frequently used by youths in the neighborhood. However, the changes are also increasing the desirability of the neighborhood, increasing demand for apartments, and driving up rental prices — a phenomenon that’s completely unmitigated in Providence, which has no rent stabilization laws on the books.

As the cost of renting in Olneyville began to increase as early as the 1990s, the need for affordable units became clear. The nonprofit One Neighborhood Builders (then called the Olneyville Neighborhood Corporation) stepped in to redevelop already existing homes and structures and create those affordable units. Since the organization got its start, it has become one of the biggest landlords in Olneyville.
Though ONB has undoubtedly improved the housing stock, the neighborhood and its residents remain in a state of chronic precarity. Marguiles’s study of Olneyville is largely based around this phenomenon, common in low-income neighborhoods that survive through the efforts of “a small army of specialty nonprofit organizations, most of which operate on shoestring budgets.” Those nonprofits decide where the money goes. They’re also at the mercy of their funders — funders from outside the neighborhood, who at any moment can decide from a distance whether they want to continue investing in the community. The first few months of Donald Trump’s second presidency have already demonstrated just how delicate this funding model is as federal grants are withheld and aid organizations across the country are forced to downsize or shutter their doors completely.
The rate of gentrification in the neighborhood, which Marguiles points out has been slower than that of some other neighborhoods throughout the country, is thanks at least in part to the proliferation of affordable housing owned by ONB — but that model is not sustainable.
Organizers for the Atlantic Mills Tenants Union (AMTU) believe that their building is representative of current change in Olneyville. And Atlantic Mills, like the neighborhood, is at a tipping point, in their view.
“So many livelihoods are at stake here,” Miranda said in her AMTU announcement speech in December. She became vice president of the union when it formed. “And whatever happens at the Atlantic Mills will shape the future of Olneyville.”
The music store in the Big Top Flea Market has more than just instruments. Sure, there are dozens of guitars hung neatly on the wall, and behind the caution tape in the back of the room, electronic keyboards are piled higher than a person is tall. Sure, there are countless DJ turntables, child-sized violins, brassy saxophones, and electronic drum kits — there’s even an old gramophone with a miniature painted Nipper the dog, listening to his master’s voice.
But there’s more, too: the monkey toy that sings a song and shakes his bare bottom when the button on his foot is pressed; the life-sized, fake taxidermy bear named George, who greets visitors to the music store in his Hawaiian shirt and sports sunglasses (though he could greet visitors to your home for only $220); and a surprising number of different Baby Yoda figurines. There’s a decorative Italian chef, more blenders and microwaves than you could ever need, even a pair of ornate vintage lamps in one corner.

Tito has managed this hodge-podge music store for the last 15 years, his face growing more wrinkled and his gray hair growing longer with each passing year. He grew up in Bolivia but was born in America; he is proudly “all-American.” As a teenager, decades before he would come to manage this business, he worked the machines in the Mills when it was a textile factory. Now, he lifts one leg up and sweeps his arm around the inside of his knee in a semicircle. In the shape of his scar, he says.
“It was a big knife we used to cut… I was young,” he said, looking down at his leg.
His work in the Mills now is certainly much safer than it was 50 years ago — but in whatever form, the building has been a big part of his life in Providence. He raps his knuckles on the dark wood of a column next to him.
“Many people, they talk, talk, talk,” about how the building needs to be fixed up, Tito said. “But the important thing is the foundation — there’s nothing wrong with it.”
Eventually, Tito is whisked away by a young boy — his helper — who informs him in Spanish about another customer interested in purchasing a saxophone.
When she officially announced the formation of the Atlantic Mills Tenants Union in late December, Cindy Miranda referenced Tito’s story, along with a few other vendors in the flea market, to rally support for their cause. Union organizers have confirmed that some of the tenants who signed on to the union are vendors at the Big Top Flea Market, and saving the flea is one way the union has promoted itself to the neighborhood.
“This isn’t just a crisis for Atlantic Mills, it’s a domino effect for Olneyville,” Miranda said during her speech, which was also translated into Spanish. “Gentrification is real. It’s our daily reality… My neighbors and I are tired of being ignored by decision-makers who claim to know what’s best for us without walking a block in our shoes.”
AMTU’s amplification of Big Top Flea as a way to rally support and rail against the gentrification of the neighborhood introduces another dilemma: How, exactly, does the union plan to defend the market vendors?

The vendors at the market don’t have a rental agreement with the landlord of the building — they are essentially subleasers of Big Top Flea Market, Inc., a company owned by Eleanor Brynes, also the current owner of Atlantic Mills. Though Brynes has not responded to any requests for comment, it’s generally believed that she plans to retain the flea market even after she sells the building. And why would she sell it when, between vendor fees and Sunday admission, it has been making her an estimated $15,000 a month? Buyer Eric Edelman has also said that Brynes doesn’t seem to want to change much about the market at all. (Though one of the vendors informed PPS in December that nearly all of the Big Top staff — the people who manage leasing space to vendors and collect 50 cents at the door — had been replaced when the new property management company came into the Mills.)
For now, flea market vendors and regular tenants of the Mills are all paying their rent to Brynes. But once Edelman and his business partner Bob Berle purchase the building, regular Atlantic Mills tenants will start paying rent to their new landlords, while vendors at the flea market will continue to pay rent to Brynes. With two different landlords, the two groups will not have the collective power to bargain on behalf of each other.
“The flea market is a complicat[ed] situation,” Emily Harrington, one of AMTU’s organizers, said. Harrington is a subleaser herself, though not in the flea market. “The simple answer is that it’s a question of solidarity.”
She said that AMTU would be willing to facilitate separate negotiations for the vendors if necessary, but the logistics of such an allegiance remain unclear — especially considering that Brynes has thus far proved impervious to public pressure, which is all AMTU would have to compel her to bargain.
For regular visitors to the flea market, the faces behind each counter slowly become familiar. Honest Bob and his mother, who’ve had a set-up in the market for longer than they’ve rented the permanent space for their head shop by the front entrance. Red, who does graphic design and who made the signs on the front doors. Celia, who, surrounded by bouquets, just started working the counter for Garden of Eden RI’s booth at the market.

“The same people come through here every weekend. I’m starting to recognize people by their faces,” Celia said in Spanish back in December. She had only moved to Providence the month prior. She explained that she specifically enjoyed the deals she got on household goods from other vendors in the market, products like toiletries and bathroom supplies. “It’s quality, but affordable things that people can buy here.”
Red, who’s been selling at the market for around four years, spoke more broadly about the changes in the neighborhood at large. “Now we got developers coming in, buying property, doing condos, raising prices — and that’s what hurts the community,” he said. “What that does is start pushing people out.”
“I’m not doing [this] to get rich here,” Tito from the music store said. “I’m doing this for the people, la communidad, Spanish people.” He’s confident that he’ll be able to continue bringing the joy of music — and other trinkets — to Olneyville.
The pace in the market has slowed down in recent weeks, with rumors swirling amid the federal government’s campaign to dramatically increase deportations of undocumented immigrants — and sometimes visa holders. While Rhode Island Governor Daniel McKee and Providence Mayor Brett Smiley have both condemned the Trump administration’s mass deportation agenda, neither one has control over federal ICE agents who come into the city to detain people themselves.
AMTU alleged in March that the current management in the Mills has been “condoning discriminatory practices, racist harassment, and retaliatory tactics against current Atlantic Mills tenants.” These alleged attacks were apparently aimed at the Olneyville Neighborhood Association and vendors at the flea market.
Buyers Edelman and Berle denied these allegations in a statement to PPS. “To accuse us, the incoming buyers, of racism and intimidation before we even own the building is blatantly false and an obvious attempt to discourage the sale of Atlantic Mills,” they said. “Once we own the building, we look forward to working with all tenants in good standing, regardless of race, creed, or identity. The flea market is an integral part of the building and broader community that we expect to remain for many years to come.”
Back in December, Tito said that the flea market was “still alive.” But if the longtime residents of Olneyville — the market’s visitors, customers, and sellers — are being gradually priced out of their homes, or even deported, how much longer will it survive?
By Keating Zelenke / Mary A. Gowdey Special Projects Fellow / kzelenke@ppsri.org
Tania Gutierrez Espinosa provided Spanish translation assistance on site. Katy Pickens contributed reporting.
Note, April 17, 2025, 4:20 pm: This story has been updated to include a statement from Eric Edelman and Bob Berle.