Alan Dawley won the Bancroft Prize in American History for his excellent Class and Community: The Industrial Revolution in Lynn (1976), but it appears that Paul G. Faler has written an even better book on much the same subject. The two are similar in many ways: both regard Lynn as a microcosm of the industrial transformation of American society in the 19th century; both are at pains to explain the cultural as well as economic nature of that transformation; and both are deeply sympathetic to the mechanics, or artisans, whose sturdy independence, traditional values, and prosperity as shoemakers were all undermined by their conversion into a mass of propertyless wage-workers in the decades just before the Civil War. While Dawley's account has the advantage of taking the story nearly to the end of the century, Faler's, which concludes with the great strike of 1860, has the advantage of superior clarity and precision on a number of vital points. It provides a much more careful analysis of how the domestic system of shoe-making, under which masters and journeymen worked together and had a common outlook on life (based on republicanism and a labor theory of value), evolved into a pre-machine factory system, characterized by rigid distinctions and rising class antagonisms between employers and employees. It also gives a more effective and comprehensive explanation of how the spread of industrial relations of production led to massive, proto-Victorian assaults on older, more relaxed attitudes toward poor relief, alcohol, personal deportment, schooling, public celebrations, and sexuality. And it reveals with greater sensitivity and sophistication how, out of their traditional beliefs in republicanism and the labor theory of value, Lynn's emerging proletarians forged new instruments of self-definition and self-defense--newspapers, cooperatives, and, in the end, a union strong enough to organize the biggest strike for higher wages in the US before the turbulent 1870s. Readers familiar with Dawley's book will regret that Faler never attempts to engage his predecessor on any of these subjects; but that is, on balance, more a curiosity than a defect, for Faler's lucid, meticulous investigation is a significant contribution in its own right (and good to have, on first publication, in paperback).