Painter and Model (I)

Because she paints barefoot, she’s barefoot in his painting
of her painting. Well, not painting, but modeling for him
as the painter she is and gazing toward her ostensible model,

splayed nude on a battered brown leather Chesterfield.
Well, not gazing: Her eyes, as he painted them, are downcast,
the lids closed. If they were open, it seems by the bowing 

of her head that she’d be looking at the model’s outthrust knee—
though what the viewer notices first and foremost is what
the paintbrush idling between her clasped hands is angled toward:

the model’s resting uncut cock. Both her inner and his outer gaze
are ambiguous, distanced; his, attending somewhere beyond
the painting he’s in—perhaps focused on the back of the canvas

being painted as he lies there, or on the fanatical painter
(not her, standing at his side, who he does, in fact, model for,
but the one outside the frame who positioned, checked, 

repositioned them both, on and on, just so…) or beyond him 
and, in a reverie of the imagined future, onto us, our scrutiny.
Akimbo, one knee rests on the couch’s pockmarked back

while the other extends over its edge, the weight of his heel
on the floor, his curled toes pointing toward the same heap
of squeezed-out paint tubes and crisscross of brushes

that her right foot is on the periphery of, her toes pressing
on a tube that’s oozing olive green. To me, this—
a bottom left-center tangent made by the intersection

of lines each set of toes invisibly extd walls, a fresco’s undercoat.

—after Lucien Freud’s “Painter and Model”