After a chance meeting, John Drake, a fifty year old teacher, and Carol, a forty two year old woman with a sordid past, find they are immediately attracted to each other. Due to their diverse backgrounds, however, neither is quite sure what to make of the other.

As Carol slowly reveales details of her unsavory past, John finds himself even more attracted to her, seeing her not as a fallen woman but as a survivor deserving better. Confused by his own feelings, he is unable to express his growing affection for her and still show her the respect he feels is due her.

A simple character study, this quirky little tale of romance tells of their stumbling attempts to come to terms with the insecurities that arise as their love developes. While told from John's perspective, it is both their stories.