Carol Milford is a liberal, free-spirited cosmopolitan young woman, reared in Saint Paul, Minnesota, the state capital. 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.