How to Paint

Joel Clay

They sat at neighboring mini tables in The Devil’s Cup, a downtown coffee shop with a connected art gallery called The Muses. He was on his laptop. She was reading Fifty Shades of Grey, holding the book shamelessly upright, the cover facing the line of patrons. He had noticed her enter from the The Muses ten minutes before. He’d been studying her arched back, wrinkle-free skirt and sweater, her serious expression—almost a frown—as her eyes scanned. She had dark lips and eyes. Her irises were only distinguishable from her pupils when light shone without a glare. 

He contemplated what to say. He dismissed A reader, eh? and Is Christian as good in bed in the book as he is in the movie? He settled on, “I see you’re into the classics.” 

A smile spread, but she finished a paragraph. When her eyes peeped up—no head or other bodily movements—they clicked from the page to his small eyes. “I’m writing a paper on differences between good and bad writing,” she said.

“Wow, a writer.”

“No, a student.”

“Assuming Fifty Shades is the good, what’s the bad writing?”

The Picture of Dorian Gray. The inferior Gray. The less moral one. The A-Y one.”

“Ooh, Oscar Wilde.”

“You like him?”

“I admire him.”

Admire. Safer than like. You can always retreat from admire if the situation calls for it, like if I was a homophobe.” 

He grinned. “Okay, I like him.”

“What about him?”

“He was bold. He understood beauty. Its relation to truth.”

“Sure, and—”

“I relate to him. He was an aesthete. You know, beauty for beauty’s sake—pardon the interruption."

“You’re some sort of artist, aren’t you?”  

“An amateur one.”

“You sound like an artist, a pedantic one.”

He responded by laughing, like he’d received a compliment. 

She studied him. “Well, what kind of art?”

“I paint.”

“What do you paint? Are you any good?”

“I paint canvas usually.” He paused. She smiled. “No, I’m not good. I look better than I paint.”

“You’re funny,” she said and expressionlessly scanned him from knee to head. 

They chatted, a fluid back and forth, for another twenty minutes. Then he said he’d let her get back to her erotica. “In case fate doesn’t place our paths on another collision course, can I get your number?” 

She tapped it into his phone and smiled. Was there sympathy in the smile? He cringed.


In his pre-K years, Gill had filled the coloring books his mom bought him, trying out all the colors, his eyes following the black lines that curved to make outlines of boys and girls and animals and trees and flowers. His mom watched him, the way he’d step back from a picture, how he’d ask her to make copies, how he’d try different colors on the different copies of the same drawings. When he was eight, she had a picture of Gill’s dad blown up. Gill’s dad was close to the camera and only in the frame from the waist up. He was ugly, Gill realized. That was okay, but it gave him an unpleasant feeling. Gill’s dad had died when Gill was four. Drove his pickup off a lonely highway in the middle of a rainy night. 

Gill locked himself in his room, didn’t want his mom to see the painting until he was finished. He stenciled it out in a light pencil. His mom made him stop for meals. She’d bang on his door until he slipped out. He’d shut the door behind him and say, “Don’t go in there, mom. It’s not done yet.” While he ate he’d daydream lines and colors. He’d smile apologetically when his mom snapped him back to the table. It was waking up to a beautiful face. When she excused him, he’d run back up to his room and study the picture. His dad had little eyes, huge puffy cheeks, and a crooked nose that hooked at the tip. Gill spent time on the nose. He got the size and the hook, the subtlety of it, just right. 

Gill finished and stood next to his mom, his left arm wrapped partway around her thighs, his right arm holding the painting behind his back. He extended it out in front of them. He studied the painting with fresh eyes, the eyes he thought his mom would see from. He was pleased. But he noticed that the browns of the eyes weren’t as nuanced as the picture, and the forehead proportion was off. He looked up at his mom. Her lips were wide apart and tears were streaking toward them. 

“You’re gifted.” 

He would remember that moment later as his first euphoric artist moment.

He continued to paint. He studied classic and current artists. His mom bought him paintings, books of ekphrasis, biographies of famous painters. By age seventeen, he saw himself as a painter. When he woke up in the morning, at whatever hour, he’d study art for an hour. He didn’t like to be late for class or work, so he got up early, even if he was still drunk or high. 

When he had developed a concept to the point where he was ready, finally, to apply paint to canvas, on Saturday morning he would make five sandwiches—at least three different types—fill five bottles with water and a Yeti with burn-your-tongue-hot coffee. He placed the sandwiches and the water bottles in a cooler in the studio next to a full change of clothes. He responded to texts and emails, letting people know he’d be unavailable for an extended period. Then he’d turn his phone off and stand in front of the canvas with a paintbrush. 

He was fascinated by beauty, by what appeals to sight, how sight affected, mixed with the other senses. He experimented with styles and subjects, but he always came back to people, to faces. He’d look in the mirror and look away, saddened, but then he’d get back into a piece and, enraptured, he’d forget. He’d never rendered it, the perfect face, but he felt he’d been close. When he saw Ann in The Devil’s Cup, he thought her closer than any of his paintings to the perfection eluding him. 

Over the previous year he had plateaued, he thought. The ideas slowed and execution of the few good concepts was a flounderingly painful process. He had won contests, but others caught him. Precocity only takes you so far. He would delve back in, he told himself, make another run at genius. But a typical life full of mundane emotions and enticements emerged. And he experienced violent fluctuations of self-assessment, the arrow typically steadying on Good Not Great—Something’s Missing. In this paradigm of self-doubt and emotional normalcy, distractions, like girls in coffee shops, often emerged. He began considering his own appearance and well-being as much as the appearance and well-being of his art.


He texted Ann three days after they met. They arranged to meet at The Devil’s Cup to do homework. 

He bought her a latte and they picked up where they’d left off a week before. They talked about their mild upbringings and their favorite classes. She was an English major, he Art History. They got onto art, their favorite works and such, and he asked if she’d been in the gallery. He nodded his head toward The Muses.

“I take breaks and wander through. It inspires me, makes me more productive.” 

“Do you have a favorite piece?”

Ann walked into the gallery and Gill trailed. “This one, probably,” Ann said. They were both silent as they gazed at All the People, a large watercolor. 

The painting consisted of a huddled mass of a couple dozen people against a blank background. The placement of feet indicated a floor that wasn’t visible. The group was inconceivably cosmopolitan: infant to hipster, disheveled businesswoman to clean-cut academic, each with different hair and skin tones, the edges of American society represented. It was surreal, expressionistic. One arm from each individual stretched elastically to the center, no matter the distance. An entanglement of limbs coalesced in the center. 

If you looked closely, you could make out thin gold lines that formed rectangles within the large rectangular frame, four rectangles within rectangles and one square in the center. If you focused only on the thin gold lines you felt as though you were in a rectangular coliseum. The outer edge, the frame, was the top, and each rectangle formed a row below the last one, and at the bottom was a small square in the center, the arena floor or stage. The center or the bottom was mud-colored from the fusing of all the limbs where they met and became one. The rectangles and square were drawn with a draftsman’s precision. 

“Do you see the gold lines?” Gill asked. 

“Sure. I wondered—”

“Do you know the story behind this one?” Gill said.

She shrugged and shook her head. Ah, the way she looked up into his eyes for the answer.

“Well,” he began, “This place is a co-op, a collective of artists who all contribute art and take turns running the shop.” He pointed to the lady behind the counter at the far end of the gallery. “She blows glass. Anyway, one day I’m studying All the People and this saggy, white-haired guy limps over and looks at it with me as if for the first time. Still looking at the painting, he tells me the square in the center is actually its own painting and the rest of it is underneath, and that the gold lines have mild but eternally-long-lasting-if not-messed-with adhesive that can be loosed and the fabric stripped off, revealing the painting behind it. The only part we can see of the painting underneath is the square in the middle.”

Gill points to the square and Ann moves her head toward it. 

Gill continued. “The guy says that the ‘base painting,’ the one underneath, holds a truth, but that many truths are better undiscovered. If anyone removes the painting’s layers the remover will suffer the fate revealed in the base painting. When he stops talking, he doesn’t turn from the painting, still hasn’t looked at me or given any indication he is speaking to me other than that we are alone standing next to each other. Then he limps back to the counter. One of the other artists told me later that the white-haired limpy guy painted All the People.” 

“Ooh, that’s good.” Ann nodded her head, smiling, amused. “I love me an eccentric artist.”

“Yeah? I haven’t seen him in here since.”

They smiled together as if they shared a secret. 

Before parting, they hugged longer than friends hug, he thought. Her hair was thin and smelled of cinnamon. That night he stood in front of his most recent painting, brush in hand, but he didn’t color the white canvas. He sat down on the couch with a sketchbook and scribbled images that he thought captured the cinnamon essence he couldn’t stop smelling. 


“Hang out this Friday night?” Gill texted. 

“Yes!” Ann responded.

A day before the scheduled hang out, she texted, “Bring friends?”

“Sure. Double date?” 


The six of them met at a downtown bar. 

Gill brought Rafael, his good friend, and another friend. Ann brought two background girls. The server asked them to follow her as soon as the girls arrived. Amidst the jumble of introductions, the server stopped in the middle of the room and presented their table to them. They each sat down in the seat in front of them, like a game of musical chairs. Rafael ended up across from Ann. Gill was next to Rafael, diagonal to Ann. The bar was loud. Gill and Ann couldn’t hear each other, but when Rafael leaned toward the middle and Ann reciprocated, they could carry on a conversation. 

Gill enjoyed watching Ann talk behind the din. Because he could hardly hear her words, he could pay more attention to her face, to the way her jaw muscles strained when she spoke, the way she kept a smirk going so she could transition seamlessly to laughter or knowing smiles when a comment or gesture called for it. She smiled at Gill often, as if to let him know she was having fun. She wasn’t apologetic for giving Rafael attention, and for that Gill was grateful. He had thought this could happen. Rafael had a well-proportioned face, his movements were facile, he was smiley, quick; his confidence exuded knowledge, intelligence, false depth. He hadn’t told Rafael he was interested in Ann because the right girl for him would choose him over Rafael. He wasn’t going to put up artificial barriers.

And Gill felt, though he wouldn’t have admitted it to Rafael or anyone, that the way she looked at him meant something. That she had seen or would see in him what made him desirable, and that she needed what only he could provide, and that once she had seen it she would want nothing else. 

Rafael grinned at Ann. She turned her almost-smile into a grin to match his. But hers was smoother, more in control. She was Rafael’s superior, but she didn’t appear to know it yet. She would, though, Gill believed. 

Rafael got her number. He asked her out. They went to dinner. He asked her out again. They went to a movie. They kissed. And the progressions kept coming. 

Gill was patient. He’d wait it out.

Gill lived on the fourth floor of an apartment building on the fringe of the Portland city limits. On one side were streets and restaurants and businesses; on the other side were swaths of mud, scattered shrubs, and a long line of trees that shielded the river. He had a window with each of the two views on opposite sides of his apartment. The one in the living room looked out to the city side and the window in his second bedroom, the one he kept locked and called his studio, looked out toward the invisible river. He liked to think that his apartment served as a barrier or maybe a gateway between two antithetical biospheres. 

He tried to paint. It would take him a long time to complete a painting, but he’d still feel as if he’d rushed it, as if it didn’t communicate what it was supposed to. He felt a huge burden of responsibility: if one’s going to freeze a moment in (or outside) time, the chosen image must capture a profound beauty that only this specific picture perfectly communicates, channeling an emotion to the viewer that rewinding or fast-forwarding one iota forward or backward would have missed. One must understand this to paint well, Gill thought. Otherwise, how worthlessly faddish to paint.

He couldn’t get into the inspired groove for which he lived. He was bumbling forward, sideways or backward more often than forward, he felt. He checked social media more often. He contemplated Ann and Rafael’s breakup, where she would turn. 

He tried different techniques to spur productivity. For example, he’d take naps holding a key over a metal plate, as Salvodor Dalí had. When he fell asleep the key clanged against the plate and woke him up, providing a fresh look into his hypnagogic state, which he considered a hotbed for inspiration and clarity. 

He’d stand in his studio and peer into the woods behind his apartment. It enchanted him. He felt his inspiration was out there somehow. But he’d turn to his easel and then to his phone, and he’d flip the switch in his studio and step into the bright hallway feeling like a failure.

Six months later, Ann and Rafael were still together, still in an upward momentum phase, it seemed. Gill saw Ann often, always with Rafael at parties or small gatherings. Most weekends Gill met up with them. In group settings Gill and Ann spent more time together than Rafael and Ann. They seemed to connect deeper. They caught innuendos, inside jokes, ironies together. When Gill felt the click of a deeper interpretation, he’d turn to look for Ann. He’d usually find her head slanted and a big smile, sometimes laughter, for him only. Rafael didn’t seem to mind or maybe even notice.


It happened in August. Rafael was on a fishing trip in Alaska with his dad. The last of the summer parties came onstrong. One couldn’t go to a party alone, nor withoutat least one pre-funk drink with a friend. 

Ann drove to Gill’s and sat on his couch in the living room of his apartment.

Gill made drinks in the kitchen and spoke to Ann from behind the granite island. Gill gave her the strong screwdriver she’d requested. He sat across the table from her on a loveseat in the living room and took a sip of Heineken.

She drank about a third of the glass. A thin gold line ran above her lips. She wiped it away with her wrist. Then she picked up the stack of clay coasters with images of famous paintings. She spread them on the table, selected Starry Night, analyzed it for a moment, said, “Rafael said you’re a very good painter,” and set her glass on the coaster.

“He wouldn’t know.”

“He said he’d heard people who would know say so.”

“He wouldn’t know who would know.”

She laughed. “But I still imagine you’re good.”

“Imagine away.” He took a longer swig of his Heineken. “I’ve plateaued. I need to be reminded why I paint, why it’s theonly thing worth doing.”

“I’ve never seen your paintings. Why don’t you share them on social media?” 

“Paintings are three-dimensional… I send them to contests occasionally, but I don’t like to think people I know will see them. I water them down when I do.”

She wiped away another screwdriver mustache and smiled at him with her blonde hair resting on the top of the sofa. “You are an enigma,” she said. 

“Says the girl who knows all but reveals little.” He handed her a straw.

“I’m good at looking smarter than I am.”

“The smartest people do that well. I think you’re good at pretending to be naïve, the innocent beauty, while seeing everything.” 

She rolled her eyes, sucked from the straw, watched him above the glass as she swallowed. 

“You know I love Rafael,” he said, smiling to lighten his words. “He’s been a great friend since middle school. But what is it about him? Besides his looks?”

“Really? Let’s not go there.”

“No. Let’s not.”

“Can I admire some art? Do you paint here? What do you paint?”

“I’ve been into crowded places and faces.”

“Faces, that’s right. Crowded faces or just normal ones?”

He smiled, looked into her eyes, gauging. “Beautiful ones, usually.”

“What do you mean by ‘crowded places’?”

“I like to sit in a public place and watch interaction, to see all the people.” 

“Creepy,” she said. “But I’m the same way. One of my attractions to literature. You get to eavesdrop—"

“Without pretending to be on your phone.” 

“Not to imply it’s beautiful… but would you paint my face sometime?” 

“I already have.” 

She opened her mouth and raised her eyebrows, said “Whaaat?” as if he’d gifted her a Ferrari.

            She waited in the hallway while he got the keys to his studio. She hovered behind him as he unlocked the door. He held the door handle and looked back at Ann before clicking it open. “Stop acting so anxious,” he said. “It makes me nervous.”

            “I’m excited,” she said and showed him a goofy, teeth-bearing smile.

            “Please do us both a favor and drop your expectations about eight notches.”

            “Done. I’m practicing my fake it’s-amazing smile in my head right now.”

            He opened the door and flipped the light switch. 

She stepped in and moved her head in a circletaking in all the paintings. Other than the few inches of gaps here and there, the entire wall space was covered. “Here are prints of my favorite classics.” He pointed to the next wall. “Over here, these are mine.” 

She moved toward his paintings and scanned the wall as if she were reading it. “Oh my god,” she said. “If I could do this, I’d show everyone.”

“And here, these are my favorite modern paintings of the moment.”

She turned her head but not her body away from his wall, as if to humor him, but then she gasped. She marched to Gill. 

They stood gazing at All the People.

“A lady at the gallery told me someone bought it,” she said. “It saddened me not knowing where it went. Why didn’t you tell me?”

He ran an index finger gently along one of the gold lines. “Remember the curse?” he said. 

She moved closer to the painting, her bare arm touched his. “Have you peeled back the layers? To see if there’s really a painting underneath.”

He shook his head.

            “Let’s do it.” She turned to him expectantly. “We can each remove half. We’ll share the curse that way.” She laughed.

            “I’m superstitious,” he said.

            “I’m not.”

            Gill smiled at Ann, then at the painting. He lifted All the People off the wall and laid it on the floor. 

They each took a side and worked gently, peeling back the layers, meeting in the middle. 

He set it on an easel and they stared at the new painting. 

In the center, the square of light brown where all the hands met now formed a table, legs descending below it to a grassy floor on the peak of a hill with a soft decline. At the table facing the audience was a single individual, his hands folded and blending into the center table. All around the hill were white circular tables, three chairs to each one. Tables and chairs were cut off atthe borderas if they might extend eternally. Each table was set for tea, pastel, springy table cloths and napkins, but they had no occupants. The only individual present in the painting was the one seated at the brown table on the top of the hill. The being had an ageless, androgynous appearance. Let’s call her a she as an infinitesimal recompense for the abused sex, but the being provided no indicator to help make that determination, and not due to distance or vague detail. The top of the hill, the center, was the focal point. The audience was a matter of feet from the being and everything else was downhill, further away, smaller. She slumped a little, dangled a teacup. Both wrists, the one with the teacup and the one hanging off her lap, appeared limp. Her skin was smooth-looking, mocha, but whether from genes or sun, it was difficult to determine. A resigned, contemplative demeanor marked her face. Her brown eyes aimed to the side and down the hill, beyond the frame. Though the landscape was set for guests, she wasn’t expecting visitors, the visage made that clear. For what the painting achieved in the haziness of every other potentially defining characteristic, it achieved thrice that in the clarity of the being’s utter solitude.  

            “Do you understand the curse?” Ann said.

            “I think so. Do you?”

            She nodded solemnly. Then she faced Gill. “Now, where’s me?”

            “We should all ask that question more often.” He slid the closet door, moved a couple items, then held a back-facing frame out to Ann. “But first,” he said and pulled the painting back, “I need another drink.”

            She followed him back into the living room where he placed the framed painting face-down on the coffee table. He got a Heineken out of the fridge and mixed her another screwdriver, less vodka this time. He could see her head above the couch. It bobbed forward for a couple seconds, then returned. He assumed she had picked up the painting. 

He came into the living room with the drinks. 

            She held the frame in her lap, hunched over it. Gill placed the drinks on coasters and sat next to her. He looked at Ann’s twinkly half-smile on the canvas. He tried to see it from her eyes… and he saw perfection. It was brief ecstasy, all one could hope for, he believed. He placed a hand on her lower back. She was transfixed, seemed unaware of him. He waited for her to awake. Her eyes finally lifted a few inches above the painting. She gathered herself, as if she couldn’t look at the painting and live in the present. 

“I’m breathless,” She said, shifting her face toward Gill. “How do you…?”

He saw passion, but he wasn’t sure from where it was derived.

He met her first. Does that matter? A lot of things don’t matter under certain conditions.

He slid his hand further along her back so that it reached her side. He scooted closer. He parted his lips and swayed face-first toward her. She, as if his force had moved her, retreated the same distance. He pulled back and then she returned upright, mirroring his movement. 

“I can’t,” she said.


“It has nothing to do with Rafael. That would be the easy way out but would be a lie.”

“Oh. You’re just not…”

“I’m not.” 

“I thought you were different.”

“I wish I were.” 

He decided not to go to the party. He’d stay and paint, he said. She pleaded but couldn’t budge him. As she got up to leave, he said, “I want you to have one of the paintings: Ann or All the People?” 

“No joke?”

“Which one?”

            “I want me, by you.”


            Ann left. 

Gill laid down on the couch. He shuffled through coasters admiring the ancient paintings reduced to table protectors. He got up and went into his studio. He stood in front of the stripped-down version of All the People. He considered reassembling the strips of various faces and body parts that lined the floor, but the edges of the strips were already curling. He liked the base painting better, he decided.

He went to the kitchen and took a shot of Patron, then to the bathroom. He looked into the mirror above the sink. Two far-apart eyes looked back at him. They seemed unrelated to each other but happened to look in the same direction recessed into narrow sockets on either side of a hill. A nose stood in front of him. Hardly a nose, though. Miniscule, yet hooked. Nostril cave openings slender horizontal rectangles. Frighteningly freckled, too, just the nose; a speckled birthmark screaming, Hey, look at my misshapen snout. His chin compensated for the nose. It was cylindrical, long, unmissable. His jawbone was imperceptible. An aesthetically pleasing individual’s jawbone bent out to the side before jutting up in front of the ear, giving width and prominence to the face, but Gill’s ran straight from his chin to his skull, forming a slender upside-down pear.

Gill left the mirror and went outside. He sat on the porch. It was a breezy night. He could see a strip of river between two trees. He walked down the stairs to the path that ran parallel to the river. He watched the slow-moving mass when gaps between pine branches allowed him to see into the middle where the moon reflected a white hourglass against the surface. A dirt road appeared. He took it, veering away from the river. The road was unused, weeds creeping from both sides. He could hear the highway approaching. When he reached it, he rested against one of the concrete pillars and listened to cars pass overhead. He looked through the contents of a backpack he discovered under a sleeping bag. He found an unopened bottle of water and an uneaten ziplocked sandwich. He put them back in the backpack along with the $43 he found in his wallet. This spot would make a nice home, weather permitting, he thought. 

He walked on. 

A mailbox appeared in front of a private drive. Next to the mailbox was a kinked metal stake with a flyer box wobbling in the wind. Gill looked around, wondering who would put up a flyer box on such an untrodden road. He lifted the lid and pulled out an advertisement for a large studio apartment. The ad was in black and white, but the studio was spacious and it was neighborless on each side. A wide creek rushednearby. He could hear the creek now. He flipped the ad. He calculated the studio’s size by analyzing the fridge, door, and other objects to scale in relation to the open space. He could see where he’d place his easels. He could see how the light would enter the large windows. The price was half what he paid for his apartment. He could work less. He would cover the mirrors with paintings. He wouldn’t tell anyone where he lived.

He wasn’t quite smiling, but his face took on an almost cocky expression when he turned up the private drive colonnaded by heavy pines.  

Joel Clay Pic3 (2).jpg

Joel Clay is a real estate investor by day and a fiction writer by early morning. He holds an MFA in Creative Writing from the University of Nebraska Omaha.  


Twitter: @JoelCWorcester