WATERLOO -- Girls are definitely welcome at this boys' club. After all, they run the place.

Caroline and Holly Boehmer own and operate Pandora's Box. Don't let the name fool you -- if the video game "Guitar Hero" and the card game Vs. System mean anything to you, this is your paradise.

Sure, the typical customer is the high school- or college-aged male, but girls are welcome.

"We get lots of looks when we say we're two girls that run a gaming shop," says Caroline Boehmer. "It's very much a guys' shop, but girls are always welcome, and usually very fawned upon when they come in."

Being a woman in a traditionally male-dominated world can have its perks. For the Boehmer sisters, that means being a "targeted small business." By virtue of their minority status as female small business owners, they are eligible for state grants. With them, the sisters plan to expand their after-school programming.

They offer a "Good Grades Program," in which a student receives $1 of in-store credit for every "A" he receives on a report card. If a student shows up with straight-As, he receivez an $8 in-store credit. The store also offers an after-school tutoring program.

For the uninitiated, "Guitar Hero" is a video game in which the player becomes a rock 'n' roll star using a guitar-like game controller. The Vs. System is a card game based upon superheroes from the Marvel and DC Comics universes.

Nevertheless, these games can be serious stuff. People from around the country descend upon the shop every spring for Weekend-O-Buffy, a "Buffy the Vampire Slayer" card game tournament. Riley Akers regularly competes in Vs. System card game tournaments, including ones in Des Moines and an annual professional event in Indianapolis. He recently traveled to Boston to compete in a two-day tournament, taking home a $575 prize for winning his age bracket. That's pretty big money for a 15-year-old, though he admits it's usually just enough to cover his travel expenses and buy some new cards.

Though people come to Pandora's Box because of the games, they keep coming back because of the people. As one of the club's regulars said to Caroline Boehmer, it's like a Boys and Girls Club for nerds.

"Especially in high school, boys can be kind of 'grrr,' 'arrrgh,' and this is very not a 'grrr,' 'arrrgh' place," she says.

In other words, this is a place for those who get picked last in gym class, and don't have a problem with it.

Because the people who come here have a passion for whatever game they're playing, Pandora's Box also becomes a second family for those who spend hours here every day after school.

"We know them by name, we know them by face, we know their life stories and where they are at all times," Caroline Boehmer says. "The cool thing is it becomes this big dysfunctional family that you adopt into your own."

Justin Francis, 16, stops by nearly every day after school to hang out, he says while taking a break from "Guitar Hero" after dominating the classic rock song "Iron Man" by Black Sabbath. Sometimes he and his friends don't even play the games offered at the store. They just reach into their pockets and play each other in Mario Kart via wireless Internet on their Nintendo DS video game systems.

"I don't think I ever don't have it in my pocket," he says, displaying his white, hand-held Nintendo.

After a while, a buddy comes in and joins him for a game of "Guitar Hero." Things start getting intense, and the guys become still as they concentrate on not missing a note.

"How are you guys going to get style points if you're all huddled up?" chides Holly Boehmer.

"Lots and lots of hair gel," Justin jokes, between guitar riffs.

Contact Jens Manuel Krogstad at (319) 291-1580 or jens.krogstad@wcfcourier.com.

Pandora's Box

Where: 1010 E. Mitchell Ave., Suite 9

Hours: Monday and Tuesday -- Closed

Wednesday and Saturday -- 2 to 10 p.m.

Thursday, Friday and Sunday -- 4 to 10 p.m.

Contact info: 287-9387; online at www.pandorasboxonline.net