In 2017, urban planners in Roanoke, Virginia, created a plan to construct a new public space that will honor the city's first professional city planner, John Nolen. Nolen is now considered a founder of the urban planning profession in the United States. Roanoke officials hope to celebrate the city's connection with Nolen and emphasize his influence over Roanoke's development. Similarly, historical narratives about urban planning focus on male city planners while ignoring citizens' contributions. Urban histories, on the other hand, concentrate on large metropolitan areas in the urban North. By combining urban history, women's history, and southern history, this thesis seeks to understand how diverse citizens in a small city of Southwest Virginia shaped the city. Beneath the surface of John Nolen and professional city planning, upper-class white women, African Americans, and male city leaders and businessmen, engaged in a dynamic power play over Roanoke's built environment.  As they engaged in this battle for control, citizens shaped Roanoke from below. Wealthy Roanokers partnered with John Nolen to assert power over other citizens and to shape the city in their own interests. By uncovering the story of a southern city's development in the early twentieth century, this thesis exposes the ways in which southern citizens shaped urban spaces to exert power over other citizens and engage in a battle for control over the urban environment. / Master of Arts / At the turn of the twentieth century, Roanoke, Virginia, was a city strained by rapid industrial and population growth. From 1882 to 1900, Roanoke exploded from a population of 669 to 21,000. Over the next thirty years, Roanoke citizens battled for control over the urban environment. In 1906, a group of women joined together to address urban problems that plagued Roanoke’s citizens. They named themselves the Woman’s Civic Betterment Club (WCBC) and raised money to hire city planner John Nolen to help them make Roanoke a more livable and reputable city. The women used Nolen to legitimize their concerns with the urban environment and to increase their power in society, although their plan was ultimately rejected. White citizens later used the concepts of city planning to implement Jim Crow residential segregation ordinances within Roanoke, but African Americans resisted these ordinances through real estate purchases. Eventually, in 1928, male city leaders asked Nolen to return to Roanoke to plan it a second time. This time, instead of women leading the movement, men usurped control of city planning from women. This thesis examines the citizens that used city planning to gain control of the city and assert power over other citizens. Though John Nolen planned Roanoke, citizens shaped Roanoke from below as they engaged in a dynamic power play over the urban environment.