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Margaret Millington and her ne'er do well son Guy prepare for the annual Founder's Day in Midland Heights. Local diner owner Lucy Dexter has some secrets that she would like to keep to herself and her deaf son, Eric. Dorothy Wheeler is in an unhappy marriage with her husband Martin and tries to shield this from their daughter Holly, who is seeing well-off Teddy Welsh, whose father Nathan is a schoolteacher. Teddy wants things to progress with Holly, but Holly only sees him as a friend.

Dorothy decides to end her affair with Nathan when Holly finds out about her mother's illicit romance.

John Grey is kidnapped, putting Holly and Teddy on the search squad.

The high school plans 'Hooverville', a weekend where the student will feel how it was like to live during the Depression.

The carnival comes to town, and everyone's already complicated lives grow increasingly moreso.

Guy's plans for inheriting the family fortune are threatened when his sister returns from a mental institution — apparently recovered. Meanwhile, John's estranged father, who hasn't seen his wife.and son for years, returns to compete against John in an auto race.

Guy's sister's rehabilitation dampens Guy's attempts to take over the Millington fortune.

Mark's fiancé shows up, both surprising and angering Lisa. Dorothy turn to pills to ease the pain of her unhappy marriage. The young people decide to have a barn dance.