Colorado Springs is the second most populous city in the state of Colorado, behind Denver, and the 41st most populous city in the United States. There are some unique shopping districts in the city like Historic Old Colorado City, Manitou Springs and Downtown Colorado Springs. The Colorado Springs Flea Market is a fantastic enclave of shops and stores, featuring great dining and entertainment in addition to its diverse cross-section of shopping options. The Outlets at Castle Rock, a shopping centers with hundreds of discount options, provides visitors with a great variety of name brand merchandise at fantastically clothing, accessories, shoes, outdoor and camping equipment, furniture, and electronics.