Buffalo has seen its share of changes recently - a revamped waterfront, a bustling Canalside and an expanding Medical Campus. But amid all these improvements, there have remained empty storefronts downtown along Main Street.

Brandye M. Merriweather, project coordinator and manager of Buffalo Urban Development Corp., was looking for a way to change that.

While focusing on bringing cars back to Main Street and trying to transform empty storefronts, Merriweather came up with an idea that would kill two birds with one stone: the Queen City Pop-Up program.

The program provides retailers two months of free storefront space along Main. The goal is for business owners to gain the experience and knowledge of what it takes to run a brick-and-mortar operation downtown, and they can use it as a springboard to seek long-term space after the two months are up.

The program saw success in its first trial last November and December with five vendors in the Market Arcade Building at 617 Main. The second cycle concludes Tuesday with five other vendors working at 653 Main.

The project is "rooted in partnership" Merriweather said, with the urban development agency collaborating with Working for Downtown, the Mayor's Office and Buffalo Place.

"I was shocked at how easy it was to get partners and getting people behind it," she said.

Potential retailers apply to be part of the program, and then participants are selected by a committee composed of members of the organizations involved with the program and the owner of the space being utilized.

Erin M. Carmina, marketing coordinator for Buffalo Place, said the program requires somebody who is "just about ready to go" and can showcase products shortly after being selected. She added that program organizers try to assist the retailers throughout the process. In addition, just because a store doesn't seek permanent space doesn't mean it failed. Having a vendor find that a retail store isn't the right fit for them can be a benefit of the program, as well, Carmina said.

One way that organizers work with vendors is through partnerships with SUNY Buffalo State's fashion and technology program, which helps prepare the retail space, and the school's Small Business Development Center.

Susan A. McCartney, director of the development center, says the program has been successful and credits Merriweather for collaborating with multiple groups and individuals. She said the concept of Pop-Up shops has been deployed across the country, and is common in areas that are transforming into more traditional retail areas.

"Any type of business, you have to have clusters of businesses for people to make the time investment to go to those businesses," McCartney said. "There needs to be a critical mass of both shopping options and a critical mass of people, both of which have been sorely lacking in downtown Buffalo and on Main Street."

Most businesses in the first two rounds of the program have had positive experiences. A couple of retailers who participated in the holiday edition last November and December are planning to open up in a long-term space.

One of those is Buffalo Adore, a shop that sells Buffalo-themed gifts made by local artists such as jewelry, home decor or apparel. Andrea M. Dacey, owner of Buffalo Adore, said she currently has a store in South Buffalo, but had no idea what to expect with a shop downtown. The downtown community got involved and took advantage of the new shopping options during the holiday season, she said.

"It gives an opportunity to test the waters," Dacey said of the program. "To only do it for two months is a great gauge if it'll work downtown, see if people like what I'm doing and get feedback."

Rust Belt Love is another business that took part in the Pop-Up program last winter and is now working to secure long-term space on Main. Owner Alyson MacVittie O'Connor sells stationery products, and said she wasn't sure if a brick-and-mortar shop would be successful in Buffalo. She said Pop-Up was an amazing experience, noting that she never would have taken the risk of opening up a shop if not for what the Pop-Up offered.

In addition, O'Connor said, retailers who are part of the program develop relationships that she said has been another unexpected benefit.

"Spending so many hours a day with the same group of people for two months was a bit intimidating at first, at least for me," she said, "but it was so wonderful. I still talk to a bunch of the people all the time."

Despite the largely positive experience, O'Connor and Dacey said that one challenge they faced was staffing. As part of the first trial, vendors were open seven days a week. Dealing with other responsibilities on top of the new daily time commitment was difficult, they said. As a result, the second round of Pop-Ups is only open six days a week.

Patrick Barczys is the owner of Survival of the Gear, a Pop-Up shop open through Tuesday that sells new, used and consigned outdoor gear. Despite not operating during the holiday season like the first set of Pop-Ups, Barczys said, he has had a great experience and is hoping to open up a permanent space downtown later in the summer.

"I was talking to some guys that came into the shop from the U.K., and they said the Pop-Up is huge there," he said. "I think it's great Buffalo is doing that to show that there is retail and that stores are coming back to Main Street."

The plan is to continue the Queen City Pop-Up program even after the latest shops close their doors Tuesday, Merriweather said. She said organizers will work with vendors and property owners to try and secure space with the hopes of opening the next round during the holiday season.

"It's going to be something that's ongoing because we see the value in the program," she said, "and based on the feedback - from the business community, downtown, residents - overall, it's been a really positive experience."