Better quality fabric, great customer service, classes, friends! Also the LQS appreciates my business and Wal-Mart couldn't care less. My Wal-Mart no longer sells fabric but when they did it was almost impossible to get anyone to cut it for me. Maybe if they'd had better service, they would have sold more fabric. I don't know. I also like the displays and books found at a LQS and I like to see how each shop is different.