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Life is scary, scary at home for Cleo Noor, a 16 year old boy from the city. Cleo's parents are splitting up and decide to send him upstate to live with his aunt for the summer. He escapes from reality in an old library that he discovers near his aunt's house. During one of his visits to the library he encounters a boy named Scott who he later befriends. Instead of another innocent escape from reality, Cleo's friendship with Scott unravels into a living nightmare.