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After quiet, closeted years working as a librarian, Clayton decides to quit his job and use his inheritance to buy a small bookstore in the gay-friendly resort town of Rehoboth Beach, Delaware. It's the beginning of what he hopes will be a new life free of his old repressions.

Alex, an ex-military man and former cop, decides to retire to Rehoboth and buys a house three blocks from the beach. Determined to fill his time with more than chasing hot guys, he visits the local bookstore, where he meets Clayton.

As winter sets in, the town is all but deserted, and Alex and Clayton find themselves together more than apart. Clayton would like a relationship, but his fear of coming out keeps getting in the way. Alex's sex appeal might be enough to convince Clayton to take a chance in the open... but it will take something more to make it happen.