A 1937 visit by Clarence Carter to his childhood home of Portsmouth, Ohio inspired him to paint "Outside the Limits". At that time the artist was interested in wayside stands, which he considered "a showcase for rural America." This stand was set up beyond the town limits because fireworks were illegal in Portsmouth. Regionalist painters of the 1920s and 1930s explored complex ideas in seemingly straightforward presentations of rural and small-town America. In this painting Carter included ambiguous, even contradictory, images of patriotism, enterprise, rebellion, and independence. The artist reworked "Outside the Limits" in 1946, adding to its disquieting mood by darkening the sky.