• With great reluctance, the owner of an independent bookstore in the picturesque college town of Oxford, Miss., admits that "the quality of life is truly quite good here." Oxford's 11,000 residents would like to keep their quiet, historic city a secret, but the home of William Faulkner and Ole Miss is starting to attract a crowd.

    Philip Sprague and his wife Esther Sparks found the place a few years ago, while enduring a miserable Midwestern winter, after Sprague read that author John Grisham considered his hometown of Oxford a paradise on earth. "As soon as the ice-storm was over, I got in my car and drove south to Oxford and checked into a Holiday Inn," Philip says. "The moment I got into town, I said, 'Oh, my God. This is a movie set.'"

    The town's often photographed square, with its flowering magnolias, historic buildings, quaint restaurants and well-regarded bookstore, won Sprague instantly. Tired of braving the cold winters, he, 75, convinced Sparks, 66, a Northwestern University art historian, that they could ease into a warm retirement if she taught at the University of Mississippi. The couple also wanted to live in a place where they could both keep learning, and the university--a five-minute drive from their large modern wood and brick home--offered free classes to anyone over 65 and "brown bag" lectures on a wide variety of topics.

    Visitors to Oxford and residents alike enjoy trips to Faulkner's 1840 Greek Revival home, Rowan Oak. Other attractions include the university's collection of Greek and Roman antiquities, one of the nation's finest, and its world-class jazz-blues archive. Another college-town perk: attending Southeastern Conference football and basketball games.