In a time when big chains and online sellers have put independent booksellers in a particularly precarious position, filmmaker Alex Beckstead reflects on the stories of two landmark bookstores, and their ongoing struggles to remain relevant in the 21st Century. By following Cody's Books owner Andy Ross and Kepler's Books owner Clark Kepler over the course of two tumultuous years, Beckstead highlights the threats the shifting consumer landscapes pose to contemporary intellectualism. When a good bookstore closes its doors for the final time, the surrounding community suffers a profound cultural loss. Kepler and Ross both realize the importance of independent thinking, and it's precisely their kinds of bookstores that help to democratize literature and redefine intellectual life. In this documentary, Beckstead takes the viewer back in time to examine the cultural climate that allowed Cody's Books and Kepler's Books to gain loyal followings of unlikely intellectuals over the decades, and the passion of the owners who never once doubted the contributions they were making to their respective communities.