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“Ready for bed?” the sign asked, cheekily. It was 2 p.m. on a Saturday, but suddenly, I figured I was. I had followed the signs that exclaimed “Sensational in bed!” and “An all-night romp!” around a corner in downtown New York City, all the way into the Dreamery—the first brick-and-mortar store from online mattress retailer Casper.The Noho space was like a tiny, twilit Ikea. Pastel-hued huts were arranged like a village. Rays of (artificial) light refracted through slats in their ceilings. Bedside lamps emitted soft glows. Palm-tree-shaped clouds floated up the walls. Flamingo slippers and succulents framed beds piled high with blue duvets. “Lie down wherever,” a rep told me. I did. Sensational.Casper opened in 2014 with a business model built to disrupt the stodgy old mattress industry and get younger people to spring for brand-new bedding. Unlike the sleeping slabs of yore, Casper’s models—like those of rivals like Allswell’s and Leesa’s and Saatva’s—are ordered online, folded up neatly in a box, and sent to your door. If you decide you don’t like your mattress, you can mail it back and get another one within a 100-day in-home trial period. This innovative feature (which is not always as frictionless as promised) was built to bring the online buyers of the Amazon generation into the heretofore web-proof mattress market: Suddenly, you could get a factory-fresh mattress into your first apartment with only a click, rather than having to schlep out and back from some suburban strip mall in a borrowed car with a new Pillow-Top Twin lashed to the roof. Casper’s sales soon expanded to $600 million in revenue.The U.S. spends the most on mattresses of any nation in the world, a market expected to generate revenue of over $14 billion this year. Those numbers are projected to grow as American Millennials enter their prime nesting years, and, as is typical, replace their mattresses every 8.9 years or sooner. To feed our bed addiction, the country is blanketed by more than 9,000 mattress stores, most owned by a few major brands like Mattress Firm, Bedding Experts, and Sleepy’s. Their outlets cluster in agglomerations in and around most American cities: industry giant Mattress Firm once said it aimed to erect one store for every 50,000 people in certain popular markets. Their business model is simple and effective. The no-frills store overheads are low, their products are sold with hearty markups, and many employees are paid on commission.But there are signs that the overstuffed mattress market is due for some deflation. In a December earnings call, Mattress Firm’s now-CEO told investors that the company would be shuttering 200 of its nearly 3,500 stores by 2019. By August, it was reportedly on the verge of bankruptcy.Meanwhile, in what has become a familiar retail theme, a new guard was rising to take an old guard’s place. This month, Casper announced plans to open 200 stores across the U.S. in the next three years. The Casper overlords are betting that the actual feeling of sinking into a fluffy white Casper mattress will be an even better sell than the slogans the company has already splashed across what seems like every New York City subway and spliced into what seems like every cool podcast. “We knew a lot of customers want to lay on it before they buy,” the CEO of Casper, Philip Krim, told the Chicago Tribune.In other words, after working so hard to disrupt the model, Casper is going to co-opt it. Their move IRL mirrors ones by web-first brands like Warby Parker, the online vendor of hip eyeglasses that now has physical stores in more than 70 locations around the country, where it sells print copies of N+1 (and a way of life) alongside chunky frames.Uh, yeah! (Sarah Holder/CityLab)But, as Casper and its rivals know, the object they’re peddling possesses certain mysterious intangibles that make it distinct from other household goods. Our relationship to the mattress has always been an intimate and curiously consequential one. In the 1600s, French poet Isaac de Benserade wrote:In bed we laugh, in bed we cry; And, born in bed, in bed we die. The near approach a bed may show Of human bliss to human woe.Now, Casper, is learning that just mailing the things to Millennials in boxes isn’t enough. They will have to play the mattress game.***Factory-made mattresses as we know them today—Sleep-Numbered; Tempur Pedic; coil springed—are a relatively modern convenience. They’re an Industrial Revolution amenity; like cars and refrigerators, they’re big-ticket household purchases that most households didn’t get to purchase for centuries.Raised sleeping structures didn’t gain popularity until the Neolithic era, when piles of leaves or straw acted as the first sorts of bedding. By 3,600 BC, Persians were filling goatskins with water to construct makeshift waterbeds. Elevating sleepers above the dirty and damp earth—farther from the underworld, and bugs—was the mattress’ main role. Straw, wool and comfort would come later. In the Renaissance, you could order up a bed stuffed with pea shucks or feathers inside velvet or brocade, if you had the money.“Certainly from the lower middle class up to the aristocracy, one's bed was the most expensive article of furniture,” said A. Roger Ekirch, a history professor at Virginia Tech and author of a definitive history of human behavior after sunset, At Day’s Close: Night in Times Past. The bed, and what was on it, represented a major investment: “In some middle-class homes, it would represent up to one third the value of all domestic assets.”The quality of the mattress, then as now, was a “function of social prestige.” Having your own bed was a luxury; in poor households, whole families crowded together on one mattress. Pillows were reserved for women in childbirth—often, heads rested on rounded logs instead.But as even working-class homes grew and sprouted rooms, their functions became increasingly specialized. Whereas once, master beds sat in the middle of the living room for all to see and judge, now there were designated bedrooms for sleeping. Suddenly, we needed a lot more mattresses.Probably better than laying your head on a log. (Sarah Holder/CityLab)Innovations in sleep accelerated with the growing urban marketplace: The 19th century brought the steel coil spring, and the innerspring, and the box-spring, and the modern waterbed. Mattress manufacturers started mass operation. Simmons was founded in 1870; Sealy in 1881.The Industrial Revolution not only shortened the night, thanks to electricity—it helped commodify how we consumed sleep, and sped the manufacture of sleep products. Mattresses became standardized, mass-produced commodities instead of luxuries. And because of their size and unwieldy nature, making and buying them happened at the local level. Even relatively small towns had mattress factories and regional brands.Meanwhile, in rural areas, well into the 20th century, people would continue to make their own beds. During the cotton surplus of the 1940s, the USDA urged Americans to go into DIY mattress-making by stuffing cotton into mats—simultaneously using up an excess commodity, reserving factory-made mattresses for the troops, and helping low-income families construct “a useful product that could improve their home.” Mattress-making demonstrations and an exhibit were held on the patio of the USDA Administration Building.The USDA also published an instructional booklet on home mattress production, citing a few easy steps. Pack cotton in layers. Wrap it in fabric. Give it all a vigorous pounding, preferably with stout sticks. Sleep tight.(USDA History Collection, Special Collections, National Agricultural Library)After the end of World War II, when the troops came back to buy G.I. Bill-funded single-family homes and fill them with beds, the mattress business embarked on a period of massive growth and consolidation, with brands like Sealy and Spring Air emerging as national names. Mattress technology surged. (One milestone: The arrival of “memory foam”—originally developed by NASA—in 1980.)But most mattresses were sold through then-dominant furniture and department stores, not dedicated outlets. Then, in 1986, the first Mattress Firm opened in Houston.***“What kind of sleeper are you?” the salesman asked me, as I flopped onto the fluffy white pad. “You can’t try out a mattress on your back if you sleep on your side.”I writhed and adjusted. The bed was firm, but not too firm; cheap, but only the second cheapest in the place. Minutes later, I was seated across from him at a sturdy brown desk, signing the paperwork on a full-size model, for $180: My first real mattress, purchased via very analog sales techniques from my trusty neighborhood mattress store, Mattress Firm.When Mattress Firm first opened, “mattress stores were often in rundown areas with tile or concrete floors and mattresses encased in plastic,” co-founder Steve Enrich wrote in an as-told-to “How I Got Started” essay for Forbes in 2015. “We persuaded a shopping center to give us space and opened on July 4, 1986. We put in carpeting and took the plastic off the floor models so customers could lie down on the actual product.”It was that crashing insight—let the people lie down!—that set Mattress Firm apart, along with quick delivery speeds. “In Houston it took 12 days for delivery from a department store. With us, you could buy the mattress and get it the same day,” wrote Enrich. “When needed, I’d put a mattress on top of my car and follow the customer home.”The company sold Sealy, Serta, Spring Air, and Dreamline models; their most expensive was a $499 Queen bed. By 1999, they were making $300 million in annual sales, growing quickly in an era when brands and retailers kept gobbling other companies, like a mattress-store Matryoshka doll.First, there was a shake-out of smaller makers. Sealy’s bought Stearns and Foster Company in 1983, and then Tempur-Pedic bought Sealy’s in 2012. Simmons was bought out of bankruptcy in 2009 by Thomas H. Lee Partners, which by then also owned Serta. As department stores stumbled, a few dominant sellers emerged. In 2015, Mattress Firm had predicted sales of $2.4 billion and profits of $50 million. “Mattress Firm is trying to be the first truly national brand in the mattress space.” wrote the Chicago Tribune in 2016, the year the company was acquired by Steinhoff International for $3.8 billion. In 2017, it bought Sleepy’s, an arch-rival, for $780 million. Last week, Serta Simmons, which used to be Thomas H. Lee Partners, merged with Tuft and Needle, quashing rumors that it might pull Mattress Firm out of bankruptcy, instead. (Mattress Firm declined to comment for this article.)The sheer number of outlets with which Mattress Firm and its competitors opened during this period has long puzzled Utpal M. Dholakia, a professor of marketing at Rice University: Why, exactly, are there so many mattress stores in America?Part of the answer lies in the uniqueness of the product. “Only made distinct from mass-production by their defects (stains or loose springs), mattresses should be interchangeable and disposable,” Dholakia said. But they’re not. For one thing, mattresses fit the common archetype of the “consumer-durable product.” Like a television or a piece of furniture or a couch, they’re big, pricey, once-a-decade buying decisions; and since they come into intimate contact with your body, there’s widespread unwillingness to buy them used for fear of bedbugs or creepy stains. And in-person mattress shopping has long been considered the only reliable way to get one: Common sense told you tossing and turning like I was instructed to was the only way to choose right. I bought most of my other furniture on Facebook Marketplace or Craigslist, sight (save a grainy picture) unseen—but not my Mattress Firm. According to consumer surveys from Wedbush Securities, 65 percent of the population is similarly wary about buying a mattress without seeing it or trying it out first. And the International Sleep Products Association reports that 24 percent of buyers take three to seven days to research their mattress options.But Dholakia also concluded that the profusion of mattress vendors is also about marketing: “They tend to locate where the consumer is already shopping,” he told the New York Times, “so they know when they go to shop for a mattress they will remember where they are located.”The cheap-to-run stores—often planted next to big-box retailers in high-traffic areas—function in part as billboards for the brand. In a sense, actual mattress-selling is almost secondary to the broader mission: simply making people think about mattresses.***On Casper’s first day of operation on April 22, 2014, someone knocked on the door of their 1,800 square foot Noho loft. It was a potential customer, there to try out the mattresses Casper claimed to be selling. “We were like, ‘Uh oh,’” Krim, Casper’s CEO, told me.They had only really thought through the online part. He scrambled, converting their conference room into a bedroom and plopping a mattress down. After that, almost every day, he said, customers would come in to try it.This came as some surprise. “When we first launched the business, we thought we were building a mattress for Millenials,” said Krim. That meant a creating a sleek online presence, and not much else. “But that hasn’t been our sweet spot for a long time.” The young, urban, podcast-listening professionals do still want their mattresses in a box, delivered. But Krim says “brand awareness” notwithstanding, people wander into one of the 20 Casper stores in cities across North America (19 in the U.S., and one in Toronto), and they often walk out with a mattress. “Something we got wrong when we launched the retail stores was we didn’t think customers would want to take home products,” he said, so they didn’t stock the store with enough inventory. Today, almost half of customers who go to the store buy them on-site.So how does Krim feel about the dead-mall dystopia that’s unfolding in parallel to Casper’s rise? It’s a coincidence, he says. It speaks to the power of disruption, he also says, later.The cities where Casper has planted stores so far are mostly the usual suspects: youth-happy metros like San Francisco, New York, Miami, and Chicago. But they’re not parked out by the beltway in strip malls next to Sleepy’s, generally; or sandwiched next to empty Macys’ in dying shopping centers. They’re located in highly trafficked suburban malls “next to LuluLemons and Peletons and Tesla stores,” a svelte trio of brands that Krim mentioned as Casper’s peers more than once. Or they’re packed in high-density downtown shopping districts, like Noho, around the corner from CB2s and Urban Outfitters.“It’s not that retail is shrinking,” Krim said. “What you’re seeing is a tale of two cities—the haves and have-nots. The have-nots are the folks who have too much real estate, who never tapped into a digital presence or developed a digital strategy, and who continue to try to look at their business as a transactional one where they have to get as much money and as much margins as possible.” The haves? Places like Casper. The stores are “zero-pressure environments” without commission-paid sales people, Casper cofounder and chief operating officer Neil Parikh told Business Insider. They’re oases, with napping pods available in the back to rent for $25 an hour and on-site “sleep experts” to offer counseling to insomniacs.Here, Casper has figured something important out when it comes to selling mattresses, by putting sleep itself at the center of the brand promise. “The industry for decades has spent a lot of money—billions of dollars—educating consumers and pushing consumers to come into a retail store to lay on a mattress,” Krim told me. “We started Casper and said this from the start: The only way to know if a mattress is right for you is to sleep on it.” Preferably in your home, on one of his company’s $600 mattresses, or in $25 increments for a nap in the nearest Casper store. “This is a secular shift in the world, where we think sleep is becoming the third pillar of wellness,” said Krim. “Customers want to interact with brands and have a deep understanding of the products that influence sleep.”Indeed, Casper’s efforts to become a dominant player in the sleep industrial complex—sorry, the third pillar of wellness—have included publishing a now-shuttered sleep-focused website called Van Winkle’s and a quarterly print magazine called Woolly. These Casper-branded platforms join books like Thrive, by sleep evangelist Ariana Huffington, to help you feel more guilty for not sleeping more. The dawn of the self-care century has made sleeping feel important.But the mattress has always been so much more than a space for sleep. “It’s where most people, after all, were conceived and born; where they lay convalescing from illness, made love, and where they died,” said Ekirch of the world’s historical obsession with the bed.Today, though, that obsession has evolved. In a time when radical productivity is encouraged, and sleep becomes ever more elusive, our beds—and the time we spend in them—has never been more valuable. “Even someone my age sometimes finds himself on his laptop until 2 in the morning,” said Ekirch. “And the less time we allot to sleep, the more demanding we become that it be perfect. That’s what we do to cope with our modern, high wattage, burn-the-candle-at-both-ends lifestyle. ”For me, sleep perfection will have to wait a little longer: I’ll settle for a mattress that lets me fall asleep on my side or my back, and that cost me $180, brand-new. Judging by how often my peers and I are moving, I’ll probably have to buy another one soon enough.