When Caroline was forty-five, it occurred to her that the tiniest decision, beautifully executed, could change the course of a life. She was flipping through a monograph album, studying O’Keeffe’s flower paintings, trying to decide if her irises or larkspur were more relevant.

"On for lunch?" Jake asked, lounging beside her desk. "There’s a new display at Christo’s."

"Oh," Caroline said. "The sculptor?"

"Yeah. You hear anything?"

"Derivative."

Jake leaned over her desk blotter. Tousled her hair.

"Not at work," Caroline said, and he smiled.

The gallery where the new sculptor was exhibited was tucked into a tiny, dark corner off Damask Square, and Caroline and Jake wandered for twenty minutes before finding it, dodging stubble-faced men in stocking caps. The building itself was dilapidated, the brick soot-stained, chips falling off.

"Here goes nothing," Caroline said; they went inside.

The gallery was drafty, and she sank deeper inside her coat. A faint hiss of a radiator, of water pipes. Then, they were standing in front of Bentley Wells’ work.

"Jesus," Jake said, and breathed once—hard -- into his palms.

Caroline stared. Finally she walked to a padded, black-leather bench situated in the center of the display; Jake sat down beside her.

All the sculptures were minimalist. And all the sculptures had one subject: animals. But these were animals, Caroline reasoned, such as never had been glimpsed, all of them fashioned out of a gray-toned, flexible wire that had been cut and arranged—probably -- with a blunt pair of shears: the edges were raw-looking, unformed, and some of the animals -- the orangutan and giraffe -- were silhouettes only. But there was a high, humming level of energy connecting the animals so palpably Caroline imagined they might start breathing simultaneously, leap off their pedestals, wander the New York City streets. She touched her left hand to her breast, studied the flat-backed hippo, the waterbuffalo posed to gore: then she started to cry.

"What?" Jake said, and grabbed her. Hugged her. "Don’t you like them?" He kept stroking her hair. It was so many days since she’d washed it.

"Genius," Caroline said, "pure genius." Glancing around, she consoled herself with the thought that Bentley—probably -- had been born rich, had nothing to do but study his art, had earned his MFA without responsibilities, while Caroline had labored to rise to her position: a director at a well-known gallery in New York, knowledgeable but half-talented.

She expected that Jake would compliment her paintings because he wanted to sleep with her again. And really, this was o.k. She was like a Central Park pigeon, starving for stale breadcrumbs. He followed her up the battered steel stairs to her condo at The Vista. When Caroline unlocked the door, she saw her dirty nightgown on the carpet and a pair of underpants, stiff with menstrual blood. She hurried over, picked up the clothes, tucked them under her arm.

"The paintings are in the basement," Caroline said, "still," and descended the stairs; Jake ducked his head, trailing her.

She flicked on, by a long, dirty string, an overhead bulb, the basement’s yellow walls vivid but paint-pocked, the carpet stained where the sewer had flooded it. It was a hideous room, but Caroline loved it: its airiness allowed her to dream, and--since she was a little girl -- she’d longed for nothing more than to become a visual artist. But it was difficult, she thought, working as a gallery director: as if her gray matter blocked her emotions.

Her paintings were in the middle of the room.

Silent, Jake stepped close to one canvas. A painting of a half-moon against a cobalt-blue sky. Even now, Caroline remembered how that moon had made her feel: as if it weren’t ridiculous to dream.

Now, however, she saw only technical flaws. The too-thick outlines that surrounded the moon. The color of the sky, which struck her as artificial.

Jake studied the painting and a few others: a Chagall-like horse; a nude study of a male shadowy from behind.

"Let’s go to bed, shall we?" Jake said then, and--tears blurring her eyes -- Caroline nodded.

But she changed her mind. They’d both taken off her clothes when she decided they had to stop. It wasn’t a good time, of course, not when they were naked and pressed against each other, Jake using his right hand to wedge himself between her legs. She sat up against the headboard.

"What’s going on?"

"Just not in the mood."

Jake hesitated, looked at the rumpled sheets. "Was it...because I didn’t like your paintings? You know I think you’re talented."

"No, that’s not it. I just think I need to be alone. Maybe I’ll take the rest of the afternoon off?"

Jake looked at her, touched, one-fingered, her mouth. She was a woman of many moods, as he reminded her, and -- since she was approaching menopause -- the moods were becoming more extreme.

Menopause was an exhausting state, akin to madness and yet not as satisfying. More than anything else in her life, Caroline longed for a purpose that would float her out of bed. Menopause seemed to defeat that. Her stomach ached constantly and she felt so flat, so gray, it was as if she could spot the clean cold trajectory that shimmered mirage-like through the desert, leading her to her death.

Caroline parted the blinds. Another gray day. The skyscrapers hazed with a lowhanging fog.

She sat crosslegged before the picture window, coffee mug in hand, contemplating. She’d already decided not to work on the retrospective today. She didn’t want to see anyone. Blue-Funk Caroline.

Caroline set her mug on the carpet, rose, grabbed the phone book.

He wasn’t exactly famous, so she shouldn’t have been surprised he was in there. Still, it seemed too easy to be able to flip the white pages open to the "W"’s and find him listed: Bentley Wells, 8601 Equine Street, 25101. And his number. She couldn’t call him: what would she say? Couldn’t just show up.

Caroline thought, I’m worried about impressing somebody I’ve never even met.

She pulled piles of lingerie out of her drawers.

Now this is dressing for success, she thought; she snapped a hook on her garter, inserted a tampon.

A rainy day in New York. Caroline had donned only a light coat and the wind cut through the wool in gusts. Her black heel caught in a crack; she stumbled, hurrying. And suddenly she had an image of herself that was impossible to explain. She was nude, curled atop her robe on the floor. And, though she was shivering now from the rain, she could almost feel what she must experience if she were lying on the floor in that position, a sleepy smile on her face. She would feel warm, that was certain, safe as a baby in bunting. And at peace. As she peered through the rain, umbrellaless, soaked, trying to spot Bentley’s walk-up, the image completed itself, chilling her: she was lying on the floor of her condo, sucking a baby bottle.

Nuts, Caroline thought. But daydreams couldn’t hurt her, and now she’d found it: Bentley’s flat.

The paint was coming off so fast that Caroline actually saw a white patch fall. Gutters full of sludge and rain fronted the apartment; there were bars on every window.

Should she knock? She couldn’t make up her mind. This Bentley Wells was talented, but certainly he lacked the prestige of her position at Austen’s. And she -- Caroline -- was the director. The director! Organizing a retrospective for one of the most powerful female painters the United States had ever produced. How could she feel afraid?

She stood there with clenched thighs, her buttocks turning cold, the fast trickles of blood into the tampon energizing her.

Quickly, she ascended the steps.

More quickly, she knocked.

A fumbling. The crack of a falling chair--?

Then, silence.

"Hello?" Caroline whispered.

The door eased open.

A shadow stretching behind him.

He lifted the chain off.

"Bentley?" Caroline asked. "Bentley Wells?"

Now that she was actually here, face to face, she was in a panic as to what to say. And he wasn’t helping her any. He stood there in a wine-splashed bathrobe, the tie coming undone, so she caught glimpses of his gleaming black chest hair, his paunch. He held a paintbrush in his left hand; long red drips fell, splattered the carpet.

"Ben," the man said. "Not that pompous gallery crap. Just ‘Ben.’"

Caroline managed a smile.

"Pleased to meet you. Caroline Johnson. May I come in?"

Her boldness made her shiver.

"Always," Ben said, and threw the door open wide.

He didn’t ask her to sit down. Maybe it was because he himself was so casual. Caroline stepped in and her heel caught on a wadded-up shirt. The carpet had originally been good, expensive, a Berber, probably, though now it was an indistinguishable mass of colors. His furniture, too, was crazy: overstuffed yellow sofas and chairs stained with things she didn’t want to guess though she counted pizza, vomit, and blood among them.

"Have to use the bathroom," Ben said. "Will you be o.k.?"

Caroline touched her mouth.

"I’ll be right back," Ben said. "Prune juice for breakfast," and stepped on a pile of clothes.

He was crazy--that was clear. Did Caroline really need to know such a person? And yet, he exuded his own kinetic energy; the walls thrummed. A series of five or so paintings were hung at various angles around the living room, some toward the ceiling, others near the floor, each consisting of a single large circle with a dark-brown bull’s eye.

No animal sculptures.

Ben came back, belting his jeans. A raw odor flooded out of the bathroom; Caroline tried to pretend she didn’t notice.

"Hey," Ben said. "I know you. From...the gallery."

"Austen’s?"

"Hell, no." Ben laughed. "Much smaller. Where I show. I saw you there yesterday...didn’t I?"

"I didn’t see you."

"Yeah," Ben said. "I obviously made an impression."

"I liked your sculptures."

"’Like’ isn’t the word," Ben said. "’Like’ is never the word. C’mon," he said. "Let’s go to the kitchen."

She wasn’t scared, Caroline told herself. Not too scared to follow him.

The kitchen was where he painted. The entire left wall was dominated by a single painting in progress; she estimated it at seven feet by seven. The subject was a woman, an abstract Caucasian: her features were eerily defined, her skin a strange shade of beige; her breasts were full but lacked nipples, aureoles; her vulva was visible from her crouch, a thin little skin-split that bagged as if she must have given birth; her arms were wrapped around her torso but she had no pubic hair. Caroline stepped closer to the painting; she felt as if she were invading its "space."

And now she became conscious of Ben, standing slack-shouldered beside her. She’d been so nervous when he opened the door that she hadn’t really looked. Now that she saw him, he was...unprepossessing at best, ugly at worst, but with that weird energy that made his every motion (his body thick and squat) seem fluid, alive.

He was wearing clam-digger pants, paint-stained, that rode just above his ankles. His thick blond dreadlocks coarse and black-rooted. His face acne-streaked, his nose broad, his pale lips full.

How was it possible, Caroline wondered, that an ugly man should be so appealing?

Because of his energy, maybe. Some painters possessed it. If he walked across a desert, he’d emit a metallic sheen as brilliant as the sand. If he stood under a 100-watt kitchen bulb, the magnetism of his presence might cause the bulb to pop into blackness.

Oh, Christ, Caroline thought.

She was a sap. A hyperbolic sap.

He was a short, ugly man.

And his feet were dirty. She noticed that, too. He wore heavy brown Birkenstocks with big brass buckles: open-toed. His feet were smeared with a fine layer of dirt, his toenails thick, yellow, ragged.

He caught her looking at his toes. And smiled.

"What do you think of my painting?" he asked. "Isn’t finished yet."

"Didn’t know you were a painter. Thought you just sculpted."

Ben gazed at her for a second. Then: "Renaissance man," he said, and tossed back his head, laughed; Caroline crossed her arms over her chest, took a step back.

"Who’s the subject?" she asked.

Again, the laugh.

Caroline glanced around the kitchen, unsmiling.

"Still waiting to find out," he said.

"What do you mean?"

"Well...look at the face. The features. Can you tell who it is?"

A swath of beigeness. An inchoate mass.

"Amorphous," Caroline said.

"No," Ben said, "no," and then walked out of the kitchen without saying goodbye.

****

She quickly understood that he wasn’t going to ask why she was here, as if he accepted her presence because it was of no consequence. He did feed her, though, went to his cupboard and brought down two boxes of Little Debbie Honeybuns, cracked the boxes open, laid them on the table, brought a roll of paper towels over, then said, "The coffee maker’s in the cupboard."

Caroline sat on the folding chair, her dress hem dripping water; she watched it pool across the linoleum.

He didn’t make her feel ridiculous, exactly; he seemed too oblivious for that.

She wanted to ask where his animal sculptures were--if, in fact, he had any in progress--but couldn’t. So she watched him go to another darkened room, bring back a roll of butcher paper, measure off a section about six feet long, cut it. Then, he tacked it to the kitchen floor, leaning his weight full against one palm. And now Caroline saw that the linoleum was dotted with hundreds of holes.

"Renting, I take it," Caroline said.

He looked up as if startled.

"Uh," he replied, then crawled to the opposite corner of the butcher paper, drove in another tack.

Caroline stood up, found the coffee maker in the cupboard, rinsed it out, made Folger’s. She sat down again on the folding chair, kicked each heel off. She had a hole in the left toe of her pantyhose, but now it didn’t bother her. She studied Ben as he crouched, mixing paint. He didn’t use a palette but brought in three or four buckets, blended colors. When he squatted, his thighs thrust powerfully against his jeans. He wasn’t fat, only square-shaped.

Caroline laughed out loud.

"What?" Ben asked, then smiled.

****

In a few hours she felt dazed. She’d eaten three of the honeybuns, and they’d given her such an intense sugar high that she wobbled when she stood, wandered to the front window in stocking feet. A trash-cluttered New York City—when what she wanted were the mountains of New Mexico, vast dizzying expanses of sky, O’Keeffe’s paintings, too, the paintings.

If she felt that way about nature, why couldn’t she reveal it in her work?

She was too close to O’Keeffe. If she wasn’t copying her paintings detail by detail, color by color, she couldn’t even remember what she’d once wanted to paint.

Sometimes she dreamed that O’Keeffe was her mother.

Crazy, Caroline thought. I’m really going crazy.

Caroline wandered back to Ben. They made her feel drunk, those honeybuns. Definitely not herself. She knelt beside him as he worked, feeling her thighs and calves tremble, her blood sugar plummet.

She thought she might faint.

She sank onto the floor, braced herself against the linoleum.

He was using a paint can labeled "Ebony #2." He dipped the narrow-tipped brush, held it aloft, then lowered it to execute slender characters on the paper.

"Symbols?" she asked, quietly. "Of what?"

He shook his head. She could smell the grit from his scalp. "Not symbols. A private language. I use the paintings to talk to myself."

Caroline looked at him. "What do they say?"

He placed two fingers under her chin, tilted her face back. She shivered at the contact, and she knew that he saw it. "You’re smart," he said. "Smart."

(continued...)

Caroline hesitated. "I don’t know," she said, and averted her eyes, feeling the waves of warmth sweep her again.

"Menopause?"

Caroline looked at him. "What?"

"My old lady had it. I know all the symptoms."

"I hardly think--"

"Don’t think," Ben said. "That’s my advice. Herbs help, she said. Orgasms."

Caroline looked at her fingertips. "Maybe I’d better leave."

"No," Ben said, and directed his attention to his painting. "You don’t have to. Please. I’ll just shut up."

Caroline stood up. "I feel a little sick," she said, then closed her eyes.

The room was half-dark. Photos covered the walls, most of them snapshots of Ben. She leaned up on her elbows, glanced. Everything pink. This must have been the "old lady’s" room, Caroline thought, and then saw her on the walls: a slender, open-faced woman with streams of long black hair.

Caroline leaned against the headboard. At first she thought he’d drugged the coffee. Then she realized that she’d made it. She’d just intruded on his life, acted stupidly, gotten high on honeybuns, passed out. It wasn’t as if she’d never fainted. The menopause had given her lots of strange symptoms.

And then there was a knock.

A light, discreet knock.

What the hell, Caroline thought.

"Come in," she called.

He’d changed his clothes, was wearing a bright blue denim shirt and new jeans: he looked much cleaner, though a big swath of gauze made his left arm seem enormous. He held a china platter in both hands, and--atop it--a cup.

"Brought you some green tea," he said. "It’s supposed to be good for you."

Caroline sat up straighter. "Did I--pass out?"

"Yeah."

He sat down on the bed, keeping the entire space of another body between them, handed her the cup. "Drink up."

Caroline took a sip and winced.

"Why’d you look me up?"

He’d finally asked.

"I don’t know," Caroline replied. "Still figuring that out."

"Can I help?"

"Do you want to?" she asked, then drank her tea, shuddering because it was hot.

She wanted to ask him about the bandage but felt shy. So she stayed in the bed, sipped the green tea, which wasn’t bitter but delicious, little flecks of something floating. "Aaah," she said, "wonderful," though there was no one to hear. She supposed that Ben was painting in the next room. She should have gotten up, should have gone home, to bed: she’d have to make up today’s work tomorrow, and she still hadn’t decided whether to include O’Keeffe’s Unititled: Red and Yellow Cliffs, 1940 or The Cliff Chimneys, 1938 in the exhibit. It seemed clear she couldn’t have both: they were both landscapes of the rugged New Mexico that she loved, and the paintings would only compete with each other in terms of an aesthetic reaction.

Finally she heard water running. Still she didn’t get up; she wanted only to lie here, cup clasped in her palms. She wondered if Jake missed her. Wondered if he’d called her apartment. Probably not. She pictured him, his body. How sticky she felt when he got up after sex.

She didn’t feel like herself anymore.

Instead, she felt powerful.

When she woke up again, the room was dark. She was lying on the mattress, dressed, a thick pink blanket covering her. Her head hurt, but it could have been a period migraine: despite the pain, she didn’t feel compelled to leave. She lay there gazing at the ceiling, at the headlights of passing cars, at the dark spider crawling across plaster. There was a truth in this room: she felt it.

Her limbs felt different, too. Her arms and legs aching, as if she’d weathered a few blows. She shoved her sleeves up: no bruises. Suddenly she thought of the Sally Mann photos she’d seen, "Dream Sequence," out-of-focus shots--Polaroids--of a mother and daughter entwined, the mother hovering over her daughter, their faces elongated and hazy, incestuously poignant.

Caroline rolled over on the bed. Tasted the stale pillow fabric. Unwashed, she thought. As he was.

When his arms eased under her chest, when his weight settled atop her back, the night seemed darker, and she wasn’t surprised.

She thought he’d enter her from behind. Jake, after all, loved that sort of mystery, though Caroline might have categorized it differently--as craving a lack of intimacy, perhaps. But Ben didn’t do this. He lay on top of her, breathing, and she didn’t feel his erection. Then, he lifted the back of her dress, unhooked her garter, tugged down her panties, rolled down her stockings. Guided her with his hands, turned her over, opened her.

"I’m bleeding," Caroline said. "I mean--I’m wearing a tampon."

"Take it out," he said, and went down.

That was what they were made of, she thought. The blood and the bones and the flesh, separated out into features, faces, but when you got down to the level of the cell, of DNA, who could tell the difference? Blood and bones. And paint. It was all the same. Climaxes were for animals. And she was an animal. Ben. Their DNA would prove it. His face was tucked under her breast. She reached down, caressed his hair, discovered that she could move her fingers through it: he’d washed it. Discovered, in lessening moon from the barred bedroom window, that there were deep slices along his arm. "What did you do?" she asked, tracing the ridges. "Is that blood?"

She didn’t know if he’d answer.

She thought he was asleep.

"Drip painting," he replied, and shifted his face beneath her right rib. "If the art form doesn’t develop, it dies."

"Drip painting?"

"Where else would I take it?"

She hesitated. "You’re drip painting with your own blood? That’s crazy," she said.

He looked at her, traced his arm wounds. "Haven’t you ever wanted to be somebody else? Somebody whose life seemed better than yours? Fuck. I’d rather be a fake Jackson Pollock than a real Bentley Wells."

"Maybe, if you believed in yourself, you could be just as good."

"Nah," Ben said, and laughed. "Not in this lifetime."

She didn’t understand but let it pass. A strange night, she thought. But that was all right. She’d never experienced much strangeness of any type, and it had made her feel old. It had made her feel tired.

She was bones and flesh and fur on the bed. The pillow against her neck. He was whispering, whispering, when the sun came up, spreading a dirty pink haze, and the sheets clung to her arms, soaked. She peeled them off, watched him walk out...to make coffee?

She stood up, and her legs wobbled. She gripped the bed’s baseboard, headed to the first room she spotted.

She thought she was going to the bathroom.

She stopped on the threshold.

It was his animal studio. This was where he sculpted: clumps of wire everywhere, giraffes and foxes and wolves so real that she started back though they surrounded her. She could feel their teeth in her hands. Their hot, blunt breath on her neck. Her vagina ached: raw. She was walking through the woods and they were there, all the animals, and she sat down on the ground and she was sitting on the floor. And the animals--wire constructions--had painted plastic eyes. Black pupils. Green irises. She studied them as she backed. The O’Keeffe retrospective. She had to get back to the O’Keeffe retrospective. Instead, she wandered to the window, peered between the bars, touched her hair, twined it into a braid. She thought about bones, about walking through the New Mexico desert, picking the best pelvises up, two chows, a black and a gold, in tow. Was she a real Caroline Johnson…or a fake Georgia O’Keeffe? Caroline peered between the bars, smiled. Suddenly she whispered, "God told me He would give me the Pedernal if I painted it."

And then she went to the kitchen.

To paint.

Terri Brown-Davidson is on the fiction/poetry faculty at Gotham Writer's Workshop, where she teaches the Master Class in Fiction. A writer and a visual artist, she's had her first novel, MARIE, MARIE: HOLD ON TIGHT (Lit Pot Press, 2004), discussed in the September issue of THE WRITER, and her paintings have been published or are on-site at INK POT and THE PEDESTAL Magazine. Her poetry and fiction have appeared in more than 850 journals, including TRIQUARTERLY and THE VIRGINIA QUARTERLY REVIEW. She's an assistant editor at ZOETROPE: ALL-STORY, and her first book of poetry, THE CARRINGTON MONOLOGUES, was nominated for the 2002 Pulitzer Prize.