The seaside town of Gloucester, on Cape Ann, Massachusetts, is a place where the smell of the ocean lingers in the air. Fifty-nine-year-old Kathleen Levine, a longtime resident, is graceful, maternal, and steady, a devoted children's librarian, a convert to Judaism, the mother of two grown sons. But when she is diagnosed with breast cancer, which killed her sister fifteen years earlier, her life is thrown into turmoil. Frightened, lonesome for a woman to talk to, burdened by secrets, she meets Joyce Tabachnik and a once-in-a-lifetime friendship is born.