“Paperback Dreams”: Two beloved bookstores’ David vs. Goliath-like struggles to survive

By on July 31, 2019

San Francisco-based filmmaker Alex Beckstead’s documentary Paperback Dreams (2008) chronicles the David vs. Goliath-like battle of two beloved Bay Area bookstores, Cody’s Books and Kepler’s Books & Magazines, and their struggles to survive.

You’ll find Paperback Dreams in our Behind the Scenes: Docs That Define A Culture section on Night Flight Plus.


Paperback Dreams — which first aired in November 2008 on San Francisco’s PBS affiliate, KQED, as part of their documentary series, “Truly CA” — follows Andy Ross, owner of Cody’s Books, and Clark Kepler, owner of Kepler’s Books, over the course of two tumultuous years in the book-selling business.

The hour-long film looks at the fate of independently-owned bookstores in “the new economy,” which is another way of saying it looks closely at the impact that the internet (and sales of books via online stores like Amazon) has had on traditional brick & mortar mom ‘n’ pop bookstores across the country.


Paperback Dreams begins with the opening of Keplar’s Books & Magazines — located ten minutes away from Stanford University’s campus near Palo Alto, CA — in 1955, before going on to discuss the purchase of Cody’s Books by Andy Ross in 1977.

There are interviews here with Ross, as well as Clark Kepler, Powell’s bookstore owner Michael Powell, Grove Atlantic publisher Morgan Entrekin and several others.


Cody’s, in particular, was a landmark store right at the very center of the Sixties free speech and anti-war protests.

Marches down Telegraph Avenue passed by the store’s front doors, and when tear gas canisters rained down on the protestors, Cody’s became their place of refuge.


Berkeley Free Speech activist Mario Savio worked at Cody’s for about six months.

Savo’s “Operations of the Machine” speech on the steps of Berkeley’s Sproul Hall in December ’64 remains one of the historically significant speeches of the Sixties counterculture movement.


In 1989, Cody’s was one of two Berkeley bookstores targeted for selling copies of Salman Rushdie’s controversial new novel, The Satanic Verses, when a loaded pipe bomb was discovered inside the landmark store, located just blocks from the University of California campus.

The San Francisco Gate once described Cody’s this way:

“Cody’s was something of a symbol in Berkeley, a witness to and supporter of the Free Speech Movement of the 1960s, a well-stocked cornerstone of literacy for the thousands of students and faculty patrons from nearby UC Berkeley and a practitioner, in its own right, of free-speech principles.”


Paperback Dreams ends with the announcement that Andy Ross left Cody’s in December 2007, followed six months later by the closing of Cody’s last store in Berkeley, as well as revealing that — three years after their dramatic re-opening — Kepler’s continues to struggle to remain open.

Read more about Paperback Dreams below.


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Andy Beckstead

Andy Beckstead moved to San Francisco in his twenties, where he shopped at Cody’s (in Berkeley and San Francisco) and Kepler’s for books he needed for his research for the documentary films he was involved with in one way or another.

We found an interview with Beckstead from 2009, where he talked a bit about why he decided to make this film:

“I’ve been a fan of bookstores for about as long as I can remember, and it’s kind of sad that I’ve been able to mark time by the closing of stores near where I lived at various times –- Waking Owl in Salt Lake City in the mid-1990s, Printers Inc. in Mountain View after the dot-com bubble, Black Oak Books this past year in the Inner Sunset where I live now –- but in spite of all this, I thought there must be a certain class of bookstore that would always survive, that the right combination of location, population and character could keep a bookstore afloat in spite of the conventional wisdom. Kepler’s and Cody’s both seemed like this kind of store to me.”


“When Kepler’s closed in 2005, I was one of the people who stood dumbfounded outside the door. Here was one of the last independent bookstores on the Peninsula, ten minutes from Stanford, in one of the best-educated, wealthiest zip codes in the country, and located in the closest thing Menlo Park had to a town square. And it couldn’t survive.”

“That was a real wake up call to me, and that’s really what planted the seed of the idea for the film. I got in touch with Clark Kepler, and learned that Kepler’s might be reopening, and a few days later I met you and heard what you were doing with Cody’s San Francisco, and those two stories started the ball rolling.”


“Once I had those two contemporary stories in mind, I started looking for historical context, and I found that most of what I think of as the rise and fall of the ‘independent bookstore’ is the story of Cody’s and Kepler’s.”

“Both were founded by intellectual strivers who were part of a new post-war middle class that was wealthier and better educated than ever before. Both seized a business opportunity from the upheaval of paperback publishing (which was having an effect not unlike blogging and electronic media are today). Both became places that lead to new ways of thinking in the 1960s and 70s. And both were struggling in this modern digital world of ours.”

“It also didn’t hurt that the Cody’s and the Kepler’s knew each other and were inspired by each other.”

Watch Paperback Dreams and other docs in our Behind the Scenes: Docs That Define A Culture section on Night Flight Plus.


About Bryan Thomas

Bryan Thomas has been a freelancing writer/critic for All Music Guide, and a contributor to Launch, Music Connection, Big Takeover and numerous other publications and entertainment websites, blogs and zines, most of them long gone. He's written more than sixty sets of liner notes. He’s also worked for over twenty years at mostly reissue record labels -- prior to that he worked in bookstores and record stores, going all the way back to the original vinyl daze. He lives in the Miracle Mile neighborhood of Los Angeles, CA.