A thin man donning a gray beard the length of Gandalf’s from Lord of the Rings turns to me, his penis in his hand. He won’t let me pass. “Come on, suck on it,” he says.

We’re inside the arcade section of Mission Secrets, a porn shop that has been at 16th and Mission for 30 years and has recently decided to make a play for the upscale newcomers. But the prices and the scene at the arcade are still old Mission: For $5 customers can go inside one of 10 enclosed booths and watch up to 32 volumes, such as “Kong Dong 12,” “Step Dad 7,” or “Round and Brown.”

I pass on Gandalf’s offer and exit to the sales floor in the front. In contrast to the arcade in the back, it is clean, well lit, with Top 40 music blasting from the speakers. The new façade, with its pastel-colored walls, a mannequin donning pink lingerie and a dresser advertising lubes and lotions, is also more inviting than it was just a month ago.

The shop at 2086 Mission Street, between 16th and 17th streets, captures two converging worlds. In the front sales area is management’s recent attempt to lure women, and a younger, more affluent crowd. The back of the store is a reminder of the smut of the 60s and 70s that ruled the Mission when the city was the porn capital of the world.

The former facade of Mission Secrets. "Mission News – a lot of people thouht we were a news stand, they though we sold magazines," said Rick Crawshaw, who manages this and other stores owned by Adul Maga Store.

The former facade of Mission Secrets. “Mission News – a lot of people thought we were a news stand, they thought we sold magazines,” said Rick Crawshaw, who manages this and other stores owned by Adult Megastore.

The decision to revamp Mission Secrets, which is owned by the Adult Megastore Corporation, is part of a bigger overhaul of its 16 Bay Area stores – six of which are in San Francisco, said Rick Crawshaw, the district manager for the company.

“It’s changing because your customers are changing, and you want to appeal to the customers in hopes to getting more customers,” Crawshaw said.“The city is becoming younger– there are lot of young couples.”

With dwindling DVD sales and the rise of free Internet porn, the porn business has taken a hit. Crawshaw declined to talk finances, but he sees a future in going “boutique.” There’s now a greater emphasis on lingerie, lotions and toys, which, unlike DVDs, have proven to be piracy-proof.

“Adult stores have a stigma of a dirty guy in a trench coat ready to flash; we just want to make it more female-friendly,” he said. “I don’t think a porn store could ever become gentrified. The fact that we exist as a business pisses people off.”

Still, he thinks that 50 Shades of Grey, the erotic romantic novel has opened younger couples to the idea of exploring their sexuality.

But so far, that hasn’t happened and instead the business is suffering. Those who want to make the sexual journeys of 50 Shades do so in the privacy of their own homes.

Even the arcades, which have traditionally been the biggest source of revenue for porn shops, have taken a hit. The store is no longer open 24 hours.

“We weren’t making any money,” he said.

But the arcade still serves a function: the people who use them are looking for anonymous sex and most don’t have access to use the Internet in a private place.

A patron who had just exited one of the booths, and asked to remain anonymous, said that he was just passing by the store after work. “Sometimes there are parents who don’t watch porno because they have kids,” he said.

The arcades are a reminder of the early 70s when the New York Times proclaimed the city as the “Porn Capital of America.” Not only were there scores of porn theaters, but people would show porn and other experimental European movies in any storefront they could.

“Imagine all those storefronts at 16th and Mission that are now smoke shops…people would bring a projector and play porn,” said Mike Stabile, who has been documenting the San Francisco porn industry and released a film in 2011 titled, “Smut Capital of America.”

In the late 60s, shortly after the collapse of the movie industry, the Victoria and Roxie theaters used to show porn and the latter even had live sex on stage, according to Stabile.

The city was so proud of the industry that tour buses would drive people through vice districts like North Beach, the Tenderloin and the Mission. It was not unusual to see sex at a balcony, Stabile said.

Shops like Mission Secrets are not just a reminder of San Francisco’s past, but still serve a purpose today.

Mission Secrets began offering lingerie as one of it's products. " Its like Victoria Secret, only we have toys," Crawshaw said.

Mission Secrets began offering lingerie as one of its products. “Its like Victoria’s Secret, only we have toys,” Crawshaw said.

“In a way, these porn arcades are still serving the purpose of the ones from shops and cinemas in the 60s and 70s: It is sex for those who don’t have access to it,” Stabile said.

“Homeless people need to have sex too,” he said. “If you live in an SRO you don’t have any privacy…where do you find relief? I hope they can hold on.”

If this sounds counter to attracting the young and affluent, Crawshaw says those are two different types of customers that can coexist within the store. The arcade is in a different room than the sales floor.

“That customer is not a customer that tends to purchase items,” he said. “They tend to just go to the back.”

Back at the arcade at Mission Secrets, no one seemed to be bothered by the man’s request for oral sex. In fact that is the norm at the other arcades throughout the city, especially the ones in SoMa.

“The Folsom Street Fair is our Christmas,” Crawshaw said.

It’s too early to tell if the revamp is going work, as it’s only been a month, Crawshaw said, but at least the place feels more welcoming now.

“We want everyone to feel welcome and to come in – no pun intended,” he said. “Whatever your vice, we got something for you.”