Barbacena, Brazil

With just 99,954 residents, this small city in the hills of Minas Gerais is a far cry from Brazil's bustling metropolises. The cool climate and flower production may be a draw, but a heavy bureaucratic burden and a dark history of abuse at the former mental hospital make Barbacena a tough sell. Cattle ranching and dairy dominate the local economy, while a military prep school and medical college provide some intellectual hubs. But for most, the charms of this Italian-influenced colonial town likely won't outweigh its persistent headaches.