What We’re Building
This is an internal document for Panat, Carrie, and Brian. It exists to get us on the same page about what Dungeon Books is becoming, before we talk to anyone else — lawyers, funders, investors, or the public.
Ownership context: Script Wizards LLC (originally a zine/self-publishing LLC, now operating Dungeon Books). Panat 70%, Carrie 20%, Brian 10%.
The Core Idea
Dungeon Books is not a bookstore. It’s a cultural institution.
The bookstore is the retail layer — the gift shop, the museum store. The actual institution is the space itself: what happens inside it, what it preserves, who it brings together, and what it says about the cultural traditions it represents.
We are building the first cultural institution dedicated to tabletop gaming, speculative fiction, analog play, and the surrounding constellation of alternative culture — RPGs, TCGs, indie zines, occult literature, underground publishing, fantasy art, worldbuilding as creative practice.
These traditions have been cyclically demonized by mainstream culture since the Satanic Panic. People have been persecuted for their bookshelves, their game collections, their aesthetic — Damien Echols spent 18 years on death row in part because his cultural interests were used as evidence of criminality. Eddie Munson is the fictional version of the same story.
This institution says: these things are a legitimate, important, preservable cultural tradition. They deserve the same institutional respect that modernist sculpture gets at the Noguchi Museum or Beat poetry gets at City Lights Books.
That’s the founding statement.
The Preservation Urgency
This is time-sensitive in a way that the real estate question is not.
The first generation of tabletop RPG culture — the people who played original D&D, AD&D, Traveller, Rolemaster, GURPS in their first editions, who were present when this culture was being invented — are in their 60s and 70s. They are aging out. When a grognard dies and their family discards boxes of modules, zines, hand-drawn maps, and convention ephemera, that material is gone. There is no institution systematically collecting it.
The OSR revival is a living creative movement, not preservation. It reinterprets the mechanical and aesthetic principles of old-school play and builds new things from them. Valuable, but it is to the original culture what a cover band is to the original recordings — inspired by, not a substitute for.
What needs to be preserved: original artifacts (first printings, manuscripts, hand-drawn maps, convention programs, correspondence), oral histories (the people who were in the room — designers, players, zine publishers, convention organizers, shop owners), material culture (what the community actually looked like, how zines circulated, how play groups formed before the internet), and context (the Satanic Panic, the obscenity battles, the cultural persecution that shaped how this community existed in public).
No one is doing this at institutional scale. The Strong Museum of Play in Rochester has some material but their scope is all of play — tabletop RPGs are one category among hundreds. Publishers preserve what they own commercially, not the community culture. University libraries occasionally acquire collections but lack the curatorial knowledge to contextualize them.
We do not need to wait for the new space to begin this work. Acquisition, cataloging, oral history recording, and relationship-building with aging collectors can start now. The physical archive can live in storage until the institution has a permanent home. But the window for acquiring first-generation material and recording first-person accounts is closing every year.
This is the strongest possible case for the nonprofit’s existence: not “a bookstore wants grant money” but “a cultural tradition is losing its primary sources and no institution is preserving them.”
It preserves. This is the primary mission and the most time-sensitive. Panat’s personal collection is the seed archive — but the institutional ambition is larger. Systematic acquisition of first-generation tabletop RPG artifacts, indie zines, fantasy art, convention ephemera, manuscripts, hand-drawn maps. An oral history program recording first-person accounts from designers, players, zine publishers, convention organizers, and shop owners while they’re still alive. Proper cataloging, conservation, and digitization. This is the irreplaceable institutional core, and the work that no one else is doing.
It exhibits. The Mattingly exhibition at the grand opening already established this function. Fantasy art, game design as visual art, zine culture, indie publishing, the material culture of tabletop gaming — these are exhibitable. No other institution is exhibiting them with curatorial seriousness.
It gathers. D&D nights, book clubs, miniature painting, author readings, workshops. The community programming that Dungeon Books already runs. Under the institutional frame, this isn’t a bookstore hosting events — it’s a cultural institution running public programs, which is what every funder wants to fund.
It sells. The bookstore is a revenue-generating operation within the institution. Books, dice, games, vinyl, zines. This is the Met Store model — the retail arm supports the mission and is inseparable from the visitor experience, but it’s not the mission itself.
The Structural Model
The nonprofit is the institution. Not a side entity bolted onto the bookstore. The nonprofit holds the lease, runs the space, operates the gallery and programming, maintains the archive. Its mission: to preserve, exhibit, and foster public engagement with tabletop gaming, speculative fiction, and alternative culture as living cultural traditions.
The bookstore LLC is a commercial tenant within the institution. It operates a retail concession, paying rent to the nonprofit at market rate. This is structurally cleaner for IRS purposes and matches how every cultural institution with a gift shop actually works.
Revenue model (diversified, like Noguchi):
- Retail sales (bookstore LLC rent payments to nonprofit + direct retail in the shop)
- Membership (via Withfriends partnership — recurring revenue, community commitment, changes browsing economics. Withfriends is a separate entity run by Kunal Gupta; the membership model is a product integration, not an internal operation)
- Admission or suggested donation for exhibitions and special programming
- Event space rental and facility fees
- Grants (municipal, county, state, federal, foundation — see the funding strategy document)
- Workshops and educational programming fees
- Merchandise and publishing (if the institution develops its own imprint or products)
No single revenue stream should be capable of killing the institution if it disappears. That’s the Noguchi lesson.
Precedents We’re Learning From
Noguchi Museum (Long Island City, NY). Artist founds institution around his own collection and vision. Museum, garden, gift shop, event space, workshops, film screenings, kids programming. Membership model. Built to outlive the founder. Noguchi found a cheap industrial building, filled it with his work, opened the doors. The institutional infrastructure formalized around the thing that already existed.
City Lights Books (San Francisco). Ferlinghetti opened a paperback bookshop selling work the mainstream ignored. The publishing arm, the cultural significance, the landmark status — all accreted around the specificity and consistency of his editorial vision over decades. The institution emerged because the taste was coherent and uncompromising.
Museum of Jurassic Technology (Los Angeles). David Wilson opened it in a small storefront on almost no money. Every object and exhibit serves a specific vision for what the experience of being inside the space should do to a person’s mind. It survives because nothing else in the world does what it does. Irreplaceability is the only real institutional survival strategy.
Babycastles (New York, defunct). A collective built around games, art, and community with enormous cultural impact and no sustainable financial structure. Kunal Gupta (Withfriends cofounder, Babycastles cofounder) is a resource for understanding what went wrong here. The question: what would Babycastles have needed to survive, and how do we avoid the same failure modes?
What We’re Not Building
Not a gaming cafe. Gaming cafes sell food and table time. We’re building a cultural institution.
Not a comic book store. Retail is a component, not the identity.
Not a coworking space with a theme. The space has a specific curatorial vision and a preservation mission.
Not a nonprofit that exists to write grant applications. The nonprofit exists because the institution needs a legal structure. The institution exists because these cultural traditions deserve one.
How It Starts
We don’t need to start at museum scale. Every institution we admire started small — Noguchi in a warehouse, Wilson in a storefront, Ferlinghetti in a paperback shop, Babycastles in borrowed spaces.
Phase 0: Now (independent of everything else) Begin the preservation work. This does not require the nonprofit, the new space, or any funding. Catalog Panat’s existing collection. Start identifying and building relationships with aging collectors, designers, and community figures who hold first-generation material. Research oral history methodology (or partner with someone who knows it — a local university’s public history program, for example). Document acquisition opportunities. When the nonprofit is incorporated, the preservation program is already underway with demonstrable activity — this is the strongest possible foundation for grant applications.
Phase 1: Now — July 2027 (current lease period) Dungeon Books continues at 115 Brunswick. We incorporate the nonprofit. We begin running programming under the nonprofit entity and documenting everything — every event, every attendee, every outcome. We catalog Panat’s collection as an archive, not inventory. We apply for grants as the nonprofit. We build the track record.
Phase 2: Next space (2027–) Single-floor space, 1,200+ sq ft, street-level, transit-accessible, ADA-compliant. Affordable — we’re looking for the JC equivalent of Noguchi’s Long Island City warehouse or Wilson’s Culver City storefront. Walkability matters for public access and grant eligibility. The nonprofit holds the lease. The space is divided into: retail zone (bookstore LLC), exhibition/gallery area, community programming area (configurable for gaming, readings, workshops), archive access. One space, multiple functions, nothing single-purpose.
Phase 3: Growth (timeline open) Larger space, expanded archive, dedicated exhibition galleries, educational programming, publishing imprint, artist residencies, institutional partnerships. This is the long-term vision. It happens when the institution has proven itself, built an audience, and developed the funding base to support it. Not before.
What We Need to Decide Together
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Is this the right frame? Does “cultural institution with a bookstore inside it” match what all three of us want to build? If not, where does it diverge? Brian and Carrie — does this match your understanding of what you signed up for?
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Nonprofit governance. The nonprofit needs an independent board. Script Wizards LLC owners (Panat, Carrie, Brian) can serve on the board but should not constitute a majority — the IRS will scrutinize related-party overlap between the LLC and the nonprofit. Who do we trust to fill those seats?
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The LLC’s relationship to the nonprofit. Script Wizards LLC currently operates everything. Under the institutional model, the nonprofit holds the lease and runs programming/exhibitions/archive. The LLC operates retail within that space, paying rent to the nonprofit at market rate. This changes the power dynamics of the business. Panat owns 70% of the LLC but the nonprofit board is a separate governance structure. Everyone needs to understand what this means for decision-making before we incorporate.
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The collection. Panat’s personal library and zine/RPG collection — does this get donated to the nonprofit (tax-deductible, becomes institutional property, Panat loses personal ownership) or loaned (Panat retains ownership, institution has custody for exhibition/access)? This has legal and tax implications that need professional advice.
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Financial reality. What does each of us have to put in? What can we afford to lose? What does the minimum viable version of this institution cost to operate monthly? We need real numbers before we talk to anyone about money.
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Withfriends integration. The membership model (through Kunal’s Withfriends) is a partnership, not an internal operation. How does membership revenue flow — to the LLC, to the nonprofit, or split? This needs to be defined cleanly before the nonprofit is incorporated.
One Line
The things that got people condemned — their bookshelves, their dice, their zines, their weird — deserve an institution that says they matter. We’re building it.