Clay, a small town antique store owner trying to leave his shame behind, rents the apartment above his store to a wandering girl. Elizabeth travels from town to town until her gas tank is empty, never staying long enough to make a real connection. As she gets to know her reticent landlord, a courtship develops. Clay goes slow and Elizabeth tries to push, and everyone wonders why he's so determined to be difficult. The real question is whether these two people can endure an old fashioned romance in a modern world. Along the way we learn about both their pasts and meet some of the people who have influenced them, for better or worse. We see some of the challenges of modern romance and dating.