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The idea of ‘smart growth’, broadly defined as concentrated, urban-style new development that limits sprawl and thus preserves woodlands and other open space, has long appealed to city planners and environmentalists. In practice, however, it has proved difficult to implement in the United States, where the power to decide what sort of building should be permitted in which places is largely a local matter. What some would view as a matter of common sense turns out to become a political struggle, in which significantly differing interests and values are involved. In June 2004, the state of New Jersey took a significant step toward channeling new building construction toward designated parts of the state whilst at the same time protecting from new development a major undeveloped portion of the state known as the Highlands. This case tells the story of the behind-the-scenes political struggle that allowed what might be called the ‘smart growth’ compromise that led to the Highlands Water Protection and Planning Act. The case describes the arguments and strategies of an array of interest groups: developers, realtors, environmentalists, urbanists; and the way in which they and New Jersey Governor James McGreevey and the state’s legislature balanced their points of views in crafting the legislation. The case will be of use both to those with an interest in planning and development and to those with an interest in the strategic political process as it involves both elected officials and interest groups.