Winter arrives. Unfulfilled by housework and shopping, Carol longs for activity and tries unsuccessfully to organize skiing and skating parties. One morning, she gives in to the urge to run down the street and jump across a pile of slush. However, she notices disapproving ladies glancing at her from their windows.
Carol becomes a member of the Jolly Seventeen, which resembles a small town country club establishment. She feels self-conscious, however, as she notes how the other ladies seem to silently judge her. When the ladies begin criticizing their maids as ungrateful and demanding, Carol jumps into the conversation, saying that the maids are probably ungrateful because they are not treated well. She asserts that her maid, Bea, is honest and hardworking. When Carol remarks that she pays her maid six dollars a week, the other ladies protest against paying a maid such an extravagant salary. Carol then meets Miss Villets, the librarian. Carol's comment that a librarian should help people read offends Miss Villets, who responds that the most important job of a librarian is to take care of the books.
Four days later, Vida Sherwin visits Carol. Vida explains that the townspeople constantly watch and judge Carol. Wanting to know what the community thinks of her, Carol learns that they criticize her for showing off her clothes and intellect, for not going to church, and for being too friendly with her maid. Carol feels devastated when she learns of these opinions. When Kennicott come home, Carol asks him what his friends think of her. Although he tells her that everyone likes her, he cautions her to shop in town instead of ordering goods from Minneapolis and to buy groceries from the people in town who are his friends and patients. Although Will assures Carol not to bother about what other people think of her, she feels very unhappy.
Frightened by the way people criticize her, Carol fears going outside when she knows that people may laugh at her behind her back. She self-consciously notices how people on Main Street look at her. One day, she wears a checked suit and finds ladies staring at her dress and commenting about how expensive it looks. Carol also fears the comments of the teenage boys, such as Cy Bogart, who loaf in front of Dave Dyer's store and tease every passing girl. One day, she overhears the boys talking about her, about how she fusses around her house when they look in her windows and how her low-cut dresses display her shapely ankles. Unable to listen anymore, Carol thenceforth remembers to pull down her window shades.
Carol and Will visit Will's mother in northern Minnesota. Carol gets along quite well with her mother-in-law, which restores some of her self-confidence. When they return to Gopher Prairie, Carol determines to act more friendly and to accept the townspeople as they are. Vida visits Carol often and informs her that the townspeople no longer criticize her. However, Carol finds her maid Bea to be a better friend than any lady in the Jolly Seventeen.
Carol vows to keep up her fight to reform the town. One day, she walks to the outskirts of town, where she sees the poorer neighborhoods. She recalls that the elite members of town once told her that poverty does not exist in Gopher Prairie. In the slum district she meets Miles Bjornstam, the town handyman. As Bjornstam comments on the poverty of the area and criticizes the town's richer citizens, Carol feels drawn to his conversation. He invites her inside his shack to have coffee and warm up, and she accepts. They discuss books and talk about the citizens of Gopher Prairie. Although many townspeople dislike Bjornstam because he is an atheist and the only Democrat in town, Carol finds him to be a kindred spirit because she shares his liberal views.