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Carol Milford is a liberal, free-spirited young woman, reared in the metropolis of Minneapolis. She marries Will Kennicott, a doctor, who is a small-town boy at heart. When they marry, Will convinces her to live in his home-town of Gopher Prairie, Minnesota. Carol is appalled at the backwardness of Gopher Prairie. But her disdain for the town's physical ugliness and smug conservatism compels her to reform it.