THE GREAT ESCAPE

The old tractors just keep coming around the corner of Mulberry and Main in downtown Wilmington, Ohio, a sputtering battalion of Oliver Super 55s, McCormick Farmalls and Minneapolis Molines--the stars of the Clinton County Corn Festival's 1997 parade. Families line the sidewalks, children wave to the farmers as they pass, but after 20 minutes Kathy Wiley has seen enough. A sylphlike executive secretary at Warner Bros. in Burbank, Calif., Wiley, 31, switches off her videocamera and wrinkles her nose at her husband Jim, who is busy snapping photos.

"More tractors," Kathy says.

"Yeah!" says Jim, 38, a barrel-chested film-distribution manager with a chubby, boyish face. He lowers his camera. "I never knew there were so many different kinds." His eyes are glittering.

"I know," says Kathy, whose eyes are not. "I'm like, Will it ever end?" Then she sees her husband's enthusiasm. "It's fun," she adds, but she can't help glancing up at the autumn clouds, which are sprinkling cool, fat raindrops onto the parade.

"I love this weather," Jim says.

"You've loved everything since we got here," Kathy teases.

Jim makes a face. "In L.A. I endured 15 solid years of sunshine," he says. "All those rays every day--they aggravated me."

The Wileys may look like tourists, but they are not. Emigres from urban America, they have come to rural southwestern Ohio to escape L.A.'s noise, traffic, crime, smog and cost of living--not to mention its cutthroat film industry--and reach for the kind of safe, close-knit way of life Jim recalls from his childhood in tiny Sharpsville, Pa. "Living in L.A., my vision became blurred and twisted," he says. "I was spoiled. I had secretaries doing everything for me. All I did was talk on the phone and sit in traffic."

In June, Jim quit his job as a manager at Warner Bros. and took a position in Wilmington (pop. 13,000) with Technicolor's fast-growing film-distribution unit, one of many cutting-edge firms relocating to small-town America. He is elated at the move, but Kathy, born and raised in the San Fernando Valley, isn't so sure. Still working at Warner Bros. and settling affairs in Burbank, she came to Wilmington for the first time a week before the parade, wearing a fixed smile and a dazed, where-am-I? stare. The couple spent the week house hunting on the back roads of Ohio, videotaping faded barns, visiting newly sprouted subdivisions, stopping by an auction where a farmhouse and its contents were put on the block. There they met Gary Kersey, a garrulous auctioneer who took one look at Kathy's tight black jeans and Jim's designer eyewear and asked, "You folks have any idea what you're getting yourselves into?"

Of course they don't, but the Wileys are plunging into their new life all the same. And they have plenty of company. A new kind of "white flight" is going on in America today, but unlike the middle-class exodus from multiethnic cities to the suburbs a generation ago, this middle-class migration is from crowded, predominantly white suburbs to small towns and rural counties. Rural America has enjoyed a net inflow of 2 million Americans this decade--that is, 2 million more people have moved from metropolitan centers to rural areas than have gone the traditional small-town-to-big-city route. (In the 1980s, by contrast, rural areas suffered a net loss of 1.4 million people.) Thanks to the newcomers, 75% of the nation's rural counties are growing again after years of decline. Some towns are even booming, with high-tech industrial parks and bustling downtowns in which refurbished storefronts boast serious restaurants and community theaters, ubiquitous brew pubs and coffee bars. Inevitably, a cottage industry is springing up to service the newcomers. At least four recent books promise to teach cityfolk how to find the village of their dreams (Moving to Small Town America, Small Town Bound), and one entrepreneur has a company, the Greener Pastures Institute, that helps urbanites engineer the great escape.

The trend, which began in the back-to-nature '70s but stalled in the '80s, has roared back because of powerful technological forces that are decentralizing the American economy. The Internet and the overnight-shipping boom are enabling high-tech industries once tied to urban centers to settle in the countryside, creating jobs for skilled workers almost anywhere. There's a software-design company in Bolivar, Mo. (pop. 6,845); a big computer maker in North Sioux City, S.D. (pop. 2,019); a major catalog retailer in Dodgeville, Wis. (pop. 3,882), all attracting people who want to live in places where the landscape is emptier, the housing costs lower, the culture more gentle--places where Martha Stewarts manque can slow down long enough to create the gilded topiaries they've dreamed about for years. In Wilmington, the emigres include a Boston doctor, a California silicon-chip engineer, a pharmaceutical-research scientist, a cop, a prosecutor, an artist looking for solitude and a carpet installer from suburban Dayton who chucked his job for one selling fertilizer in town.

If young professionals are moving because their jobs can move with them, retirees are moving because their fat 401(k) accounts can put them almost anywhere. And whether young or old, the new emigres share a sense that they're reinventing their lives in places that seem purer than the suburban moonscape one emigre calls "the United States of Generica." They believe that in rural America they won't get lost--and maybe they'll even leave a mark.

By making a radical move to improve their "quality of life"--arguably the signature preoccupation of this decade--these new emigres are acting out a fantasy shared by tens of millions of Americans. Since the migration is likely to accelerate in coming years, their stories offer a sneak preview of what life may one day be like for others toying with the same idea. To understand how these expectations are playing out in one small town that's climbing the growth curve, TIME looked at dozens of towns with expanding economies and populations ranging from 5,000 to 20,000 (anything smaller is a village, anything bigger a city), then spent several weeks in Wilmington--and discovered that cherished notions of small-town life are colliding with the reality of an America that's changing with dizzying speed, even in such quiet places off the beaten track.

Founded in 1810 and settled by Quakers who left Virginia and the Carolinas because they opposed slavery, Wilmington remains a farming town, not a tourist mecca or fashionably quaint bedroom community. Corn has always been king here--an hour southwest of Columbus, an hour northeast of Cincinnati, 45 minutes southeast of Dayton--but now the overnight-shipping giant Airborne Express shares the crown. In 1980 Airborne turned a decommissioned Air Force base on the outskirts of town into its national hub, and the sleepy town's fortunes were changed. Before Airborne, the unemployment rate was 9.8%; two-thirds of Wilmington High School graduates had to leave to find work. But after years of double-digit growth at Airborne, high-tech firms like Technicolor are moving to town to take advantage of Airborne's easy access to world markets. Unemployment is now less than 3%.

That success story landed Wilmington in a 1995 book called The 100 Best Small Towns in America, but as its population has grown from 11,000 in 1990 to more than 13,000 today, the town began getting metropolitan headaches: unplanned development, relentless traffic (36,000 vehicles roll through town every day, 5,000 of them trucks), crime and drugs--even a crack house and a youth-gang problem. Newcomers and old-timers are seeing their visions of small-town life clash, with cultural battles erupting in school-board and city-council meetings. "I moved here because I wanted the cohesiveness and convenience of a town where you could walk to everything," says Marcy Hawley, 49, a Bostonian who came to Wilmington in 1978 and runs a boutique publishing house on Main Street. "But that town is almost gone now. Sometimes it feels as if life here is spinning out of control."

THE PILOT AND DR. RUTH

When Ruth Dooley drove through Wilmington for the first time, on an outing with her husband in the summer of 1995, she saw a town out of time: lovely Victorian, Italianate and clapboard houses with wraparound porches and flags fluttering in the breeze; a shopping district of three-story brick buildings anchored by a domed courthouse, a gabled hotel and the Murphy Theater, a brick-and-terra-cotta confection with a delightful Art Deco marquee. Dooley grabbed her husband's arm and cried, "This is it!" Wilmington seemed to be that "protected environment," she says, "where we could raise our kids in peace."

A pediatrician with a direct, matter-of-fact manner, Ruth and her lanky husband Mike had abandoned Spokane, Wash., six months before and settled in the exclusive Cincinnati suburb of Beckett Ridge. A pilot at Airborne, Mike had been commuting by plane to Wilmington for his seven-day work stints, but a terrifying incident had taken place at the Spokane military hospital where Ruth was working: a gunman rampaged through the place, killing five and wounding 23. "I was in Wilmington when it happened," says Mike, 39. "And I said, 'Enough.'" Beckett Ridge was safer, but to Ruth, 35, the place by day was a ghost town abandoned by couples who spent all their time working "to pay for all the crap they bought to fill up their big houses."

So the Dooleys left Beckett Ridge for a modest, rented ranch house in Wilmington, sure they had found a community that was safe and had its values straight. But then last winter, two white supremacists, brothers named Chevie and Cheyne Kehoe, got into a shoot-out with police outside the Crispie Creme doughnut shop--right across the street from Ruth's new medical practice. A passerby was wounded. "You move to quiet little Wilmington," says Mike, "and the craziness follows right behind."

The Dooleys didn't know it, but Wilmington's felony-crime rate had nearly doubled in the five years before they got to town. Armed robbery and crack-cocaine use are on the rise. "We've heard bad things about the high school," says Ruth. "They say there are racial problems." She pauses. "I'm not even sure how diverse this area is."

Before the Civil War, Wilmington was a station on the Underground Railroad; today about 5% of its population is black. But its Quaker tradition of tolerance is being tested by uglier habits of mind, because the town has been buffeted by a series of racial incidents. In 1992 a bloody fight broke out between black and white students at an off-campus Wilmington College party. In 1993 and 1995 the Ku Klux Klan staged rallies at the courthouse; though fewer than 50 sympathizers showed up each time, black leaders were understandably concerned--and their fears were heightened last year when the Aryan Nation set up its Ohio headquarters in New Vienna, 10 miles from town. The high school has been dealing with its own racial tensions--bigoted remarks hurled between groups of students--as well as a budding gang problem. A crew claiming affiliation with the L.A.-based Crips has been committing armed robberies and assaults, including an attack last summer that left a 13-year-old white boy with permanent brain damage.

Wilmingtonians rarely discuss such issues, which is why Ruth Dooley has heard only vague mentions of "racial problems." Because if Wilmington isn't quite so safe as the Dooleys had hoped, it isn't quite so open and welcoming as they had imagined either. In their first two years in town, says Mike, strangers waved from passing cars, and everyone seemed to know everyone else, "but we were on the outside looking in. People were outwardly friendly, but that was like a mask. 'Hello, how you doing? Come over anytime.' Slam--here comes the door." Some of their neighbors simply resent newcomers. An elderly woman across the street has two dogs that relieve themselves in the Dooleys' front yard. Politely and repeatedly, Mike asked her to control them. Finally, the woman blew up at him. "We don't like you," she hissed. "You're one of those pilots."

Despite such frictions, the Dooleys have made a happy life for themselves, finding friendships with other outsiders. Last summer they decided to retreat from Wilmington, buying an acre parcel in Sycamore Glen, a subdivision full of newcomers on what used to be a farm outside town. (More than 500 new houses have been built in the Wilmington area since 1995, and 1,000 more are planned.) Mike and Ruth are designing a two-story brick house with a deck overlooking their wooded backyard. But they're arguing about whether to put a front porch on the place. Ruth wants one. Mike doesn't, because their new subdivision has no sidewalks or street life. "Who wants to sit there and have people drive by gawking at us?" he asks. Sycamore Glen isn't a town at all, just a scattering of houses--a smaller, friendlier version of the suburb they came here to get away from.

THE FARMER

Kent Pickard unlocks the gate to one of his cornfields--one that abuts Airborne Express's vast shipping complex. "I'm right in the middle of it," says Pickard, 52, wheeling his old pickup through the gate and down a dirt road that ends at an Airborne fence. "From 4:30 in the morning, the airplane takeoffs are constant. Sometimes it shakes the ground under my tractor. Sometimes I think the tractor is coming apart."

Noise is the least of it. Aircraft exhaust killed a wheat field next to the runway, Pickard says, and several years ago, Pickard's cattle came down with a mysterious affliction--heifers losing weight, their eyes pale and blank. His veterinarian finally traced it to the water supply, Lytle's Creek, which had been contaminated with ethylene glycol from Airborne's de-icing operation. Local environmentalists have met with Airborne's lawyers, and the company is studying the problem. But with winter here, the de-icer is flowing again.

Pickard is a realist. A Quaker missionary's son, he didn't try to fight Airborne about the contamination; he started watering his herd from the city's supply. His son works in Airborne's maintenance shop, and Pickard himself makes extra money plowing snow for the company. He can use the cash, since the 15 parcels he farms, comprising 58 acres he owns and an additional 1,400 he rents or leases, net him just $9,000 a year. "Basically, you have to be numb," he says. "You have to accept what is good and shut off what you can't do anything about."

Since 1980, Airborne has grown from 300 employees to 7,000, many of them commuting from as far away as northern Kentucky to sort packages in three vast warehouses that look like sets from Fritz Lang's Metropolis, with intersecting webs of conveyors and catwalks bathed in a yellow fluorescent glow. "If we had known how big Airborne was going to get," says Wilmington Mayor Nick Eveland, "we might not have been so welcoming." As Airborne grew, so did Rombach Avenue, the commercial strip that links the overnight-mail complex to downtown. Rombach became "Hamburger Alley," a neon riot of fast-food outlets and discount retailers like Wal-Mart. Eveland, who has held the part-time mayoral post since 1984, now says he wishes Wilmington had imposed design standards on Hamburger Alley to limit the blight, but at the time he feared doing so would slow the town's progress. By 1995, as the Alley spread west into Wilmington--driving some Main Street shops out of business, drawing others to the strip--it devoured a vacant area known as the Point, where Kent Pickard and his wife had for years run a farm stand called Garden Delight. Pickard's white vegetable booths now collect dust behind his old brick house, because the Point is inhabited by a Donatos Pizza, a Damon's rib house and a Bob Evans Family Restaurant.

THE INNKEEPER

Leslie Chamberlain came to Wilmington from St. Louis, Mo., to escape suburban sprawl and find a pretty little place where she could live a neo-Victorian fantasy as the proprietor of a gracious bed and breakfast. Nobody in Wilmington thought the ebullient, almond-eyed woman had a chance of making a B and B work; the town had never had one before, so people assumed it couldn't be done. But in 1990 Leslie and her husband Rick, a physician with good business sense, bought an ornate 1869 brick Victorian house on South Street. After six months of painting, wallpapering and antiques shopping, Leslie was greeting guests--and hatching a plan to turn her neighborhood into a historic district.

For the first decade of her marriage, she had been the insecure, dutiful doctor's wife while Rick pursued a career as a medical director of hospital emergency rooms in Cincinnati and later St. Louis. They lived in a series of crowded subdivisions where Leslie raised three kids. In 1989 she read a magazine article about a couple that ran a bed and breakfast. "I told Rick, 'This is what I want to do.' And in 10 years of marriage, he'd never heard me say that."

Her B and B was successful from the start--7,000 guests have stayed there so far--and Leslie blossomed into a confident, effective businesswoman. But while she landscaped her property and planted her gardens, she began wishing that others would do the same. So she launched a successful campaign to have her neighborhood declared a national historic district, a six-month drive that introduced Leslie to her neighbors. Soon they were planting flowers and sprucing up their homes just as she had hoped. "That's what newcomers can do for a town," she says. "Make old-timers see the place with fresh eyes."

But soon after she joined Wilmington's Design Review Board, Chamberlain discovered that the town's "good-ole-buddy network" of businessmen and politicians isn't always grateful for fresh perspectives. Teaming up with a preservationist group led by two other outsiders--John Baskin, 56, a ruminative writer from South Carolina, and former Bostonian Hawley, whose Orange Frazer Press specializes in books about Ohio--Chamberlain became involved in a crusade to create a downtown shopping-and-entertainment zone. Mayor Eveland and the city council liked the idea, but never came up with a way to finance it. The activists also tried to persuade Eveland to join an innovative small-town renewal program called the National Main Street Center (see box), battled his plan to raze a historic downtown block to make room for a new City Hall, and fought to save a soaring Italianate school building from demolition--but they lost all those fights. The affable Eveland, 49, whose grandfather built many of Wilmington's most distinctive landmarks, ran the family construction business until it collapsed two years ago. Says Baskin: "Sometimes I think the mayor wants to tear down the town his grandfather built."

"We're not enthralled about ripping down old buildings," says Eveland, "but some have outlived their useful lives. What comes to mind when you think of Wilmington is the downtown--so maintaining it is terribly important." Eveland is negotiating with a developer who wants to build a downtown retail complex, but most of the commercial action has moved to Hamburger Alley, where prime acreage is controlled by a city councilman named Robert Raizk. Downtown's economy has been so precarious that local bankers wouldn't risk the money to turn a warehouse into Main Street's first upscale restaurant; a businessman in town had to come through with a private loan. New shops and a bookstore with its own cappuccino bar have moved in, but the bar and grill in Main Street's only hotel recently went belly-up, and the U.S. Postal Service, despite local opposition, is abandoning its grand downtown building for a big, automated facility on the strip.

Deciding that she didn't have the stomach for such battles, Leslie Chamberlain quit the Design Review Board and started looking for new challenges. She put her bed and breakfast up for sale and enrolled in a landscape-architecture course at Ohio State. After she gets her degree, she and Rick plan to move the family to Nantucket, Mass., where preservationists tend to win their battles. "I tell people that Wilmington's getting just a little too big for me," says Leslie, her perfect smile firmly in place.

SCHOOL WARS

Because Marcy Hawley is not only a preservationist but a parent as well, with a 16-year-old son at Wilmington High, the thin, cerebral publisher, who is married to the town's Presbyterian minister, has become a reluctant crusader for school reform. Serving on the local school system's Multicultural Advisory Board, she and other newcomers have been pushing for racial-sensitivity training and a minority-hiring program because the system, despite growing numbers of black, Hispanic, Japanese and Native American students, has just one nonwhite teacher.

To conservative Wilmingtonians, however, multiculturalism is a loaded term, redolent of racial preferences and other leftish incursions. So the committee's recommendations have been ignored--and the committee was just disbanded by the new superintendent. After a rancorous school-board meeting in October, a board insider took Hawley aside. "You folks are getting a reputation," he said. "You're always trying to enlighten us."

"Then I guess we're not succeeding," Hawley replied.

The culture clash extends to academic issues because professionals moving to town want a college-prep curriculum that the system has been slow to provide. Wilmington's system ranks in the bottom quarter of Ohio school districts, according to a Cleveland Plain Dealer study, and sends less than half its graduates to college. Rick and Leslie Chamberlain moved to town thinking the schools would be adequate; they no longer think so. Their oldest child, Jeremy, was an apathetic student who fell in with underachievers at the high school. But because Jeremy wasn't a troublemaker, says Rick, the guidance counselors never noticed him. The more Leslie tried to interest her children in her idea of small-town pastimes--board games in the parlor, gingerbread houses at Christmas--the more Jeremy wanted to dye his hair purple and turn up his stereo. Wilmington is as saturated with pop culture as the next place; Jeremy's interests ran to rap music and cartoon art, and he dropped out during his senior year. Now 20, he has earned a GED and is studying at a local college.

The system doesn't always serve high-achieving children well, either. The Chamberlain's middle child, Nicole, 17, a high-school cheerleader and straight-A student, has received no guidance from school in choosing a college; on the day she was supposed to take her PSATs, she felt pressured to take part in a school track meet instead. While the school board has built new elementary and middle schools to keep up with rising enrollment--and a new high school is in the works--"we've seen no upgrade in the quality of education," says Rick. "When professionals moving here ask me about the schools, I say, 'You may have a problem.'" The superintendent is working to improve the college-prep curriculum, but the Chamberlains have lost patience. They send their 12-year-old to parochial school in a town 30 miles away.

THE COMMUTERS

The Wilmington newcomers who come closest to fulfilling their small-town dreams are those who don't get sucked into local politics--people who create their own sanctuaries amid the farmland and maintain their good humor come what may. Paul Rice and Karin Dahl were just moving into their new home on 100 acres near Wilmington when a police car came bouncing down their driveway. A Clinton County deputy sheriff climbed out of the car to meet them and seemed to react oddly because their last names weren't the same. Dahl felt the need to clarify. "We're married," she said.

"I know," said the deputy. "We checked you out on the computer."

Six years later, the memory still brings gales of laughter from Rice and Dahl. "He didn't want anyone living in sin in his county," says Dahl, 59, an associate professor at Ohio State University in Columbus.

When Dahl landed her position at Ohio State in 1991, she and Rice had a problem. They were living in Cincinnati, where Rice, 56, is a lawyer, and O.S.U.'s campus was two hours away--too far to commute. Drawn to big-sky vistas and the rustling sound of wind through the cornstalks, they decided to live in the countryside midway between the two cities, buying a farm near Martinsville, a hamlet eight miles south of Wilmington. Though they had never thought about what to do with their acreage besides look at it, farmers began vying to lease the land, and Rice cut a deal with one to keep the place in production.

Dahl, an elegant woman accustomed to a rich social life, was at first unnerved by her newfound solitude. She tried to telecommute, exchanging E-mail and collaborating on academic work via the Internet, but her fax and modem overloaded her rural phone line, requiring 20 visits from the repairman before the problem was solved. She and Rice learned that there was no fine dining in the area, and that cooking well for guests meant packing in provisions from Cincinnati or Columbus. When Dahl went to the local grocery and asked for pasta, she was directed to a shelf of boxed macaroni and cheese. (Demand has since improved the selection.) When she asked for arugula, she was told to grow it. That had been her plan, but first she and Rice had a few things to learn about horticulture.

They mulched their first garden with bales of straw they found in the barn, but the straw was loaded with seed, "so we had shoulder-high weeds in no time," says Rice. Their attempt at a two-acre wildflower meadow--the current planting of choice for exurban sophisticates--was also overrun by native grasses. A Japanese beetle infestation led them to buy traps that attract the insects with a sexual scent. Such traps work well in suburban backyards, but on a farm they work too well. "We filled garbage bags with the bastards," says Rice. Finally, they asked a neighboring farmer for advice. "He fell off his tractor laughing," says Rice. "He said, 'Paul, you don't trap 'em. You spray 'em!'"

Eventually, Rice and Dahl became skilled, contented gardeners, enjoying contemplative weekends in the sun, raising a cornucopia of produce and preserving much of it for the winter. They turned their attention to cultivating friendships--becoming close friends with a nearby farm couple, joining a country club and getting to know a circle of longtime Wilmingtonians. A new acquaintance invited Dahl to a meeting of the Wednesday Book Club, a women's discussion group that has convened once a month for 60 years. Dahl attended a meeting, sipping wine, chatting about books and gossip. She didn't know it, but her visit was an audition, "like a sorority rush." It took three months and a call-back audition before the newcomer was invited to join the club.

THE LADIES OF THE CLUB

On a breezy autumn night, a dozen members of the Wednesday Book Club gathered in the living room of Dorothy Peterson, a farm widow whose house sits behind a curtain of corn on the outskirts of town. These well-traveled women, accomplished in fields from accounting to medicine, love Wilmington and swear it hasn't lost its small-town flavor. But as they talk, their effusions give way to worry about crime, development, strangers in their midst. Each woman carries a fantasy Wilmington in her mind and sees only the problems that intrude on that ideal. They make it clear that Wilmington isn't a community anymore--it is dozens of overlapping ones.

"Remember Friday nights, when everyone came to town and leaned on their cars talking?" asks Mary Jane Fox, an octogenarian with a lively, youthful mind. "You saw your friends, got your groceries, heard the latest news. That was great fun. But that was some time ago."

That's the town Hawley thought she was moving to, but in her years here she has caught but one glimpse of the place. It happened, she tells the group, in 1992, when Columbia Pictures came to town to shoot old-time street scenes for the movie version of Neil Simon's Lost in Yonkers. The film crew closed off downtown and spruced up the old buildings, turning the place into a roseate vision of itself--and attracting hundreds of Wilmingtonians to Main Street. "People were mingling, striking up conversations and laughing," says Hawley, "and suddenly they could remember what this town had been like, and see what it could be again." She pauses and shakes her head. "Then Columbia Pictures left town, and everybody forgot all about it."

A few women protest; most nod in agreement. After coffee and pie, the meeting breaks up. The ladies of the club climb into their cars and drive home on roads crowded with commuters bound for night duty at Airborne Express. Some of those long-distance commuters are no doubt thinking about moving to Wilmington. It's such a tranquil little town.