We present theory and evidence from panel data on neighborhoods and travel behavior to show that diminished quality of life from freeway disamenities inspired the revolts, affected the allocation of freeways within cities, and changed city structure. First, actual freeway construction diverged from initial plans in the wake of the growing freeway revolts and subsequent policy responses, especially in central neighborhoods. Second, freeways caused slower growth in population, income, and land values in central areas, but faster growth in outlying areas. These patterns suggest that in central areas, freeway disamenity effects exceeded small access benefits. Third, in a quantitative general equilibrium spatial model, the aggregate benefits from burying or capping freeways are large and concentrated downtown. This result suggests that targeted mitigation policies could improve welfare and helps explain why opposition to freeways is often observed in central neighborhoods. Disamenities from freeways, versus their commuting benefits, likely played a significant role in the decentralization of U.S. cities.