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  I paced a bit as I watched her, trying to work up the nerve to get to her door. When she wrapped her arms around herself, probably feeling the chill, I finally admitted to myself that what I wanted the most was to be standing behind her and holding her.

  I fumbled for the cell in my pocket. In the space between two dial tones, I let my gaze wander. When I looked up again, Anna suddenly wasn't on the widow's walk. She was on the balcony outside her bedroom bay window door, and making her way inside. I had no idea how she could have gotten there so quickly. If it weren't for all the complaints about joints I'd remembered hearing, I would have thought she jumped down the staircase connecting the two platforms.

  Anna answered her phone. "Hello, Elliot."

  "Hey," I said, with hopefully enough enthusiasm to hide how pissed I was at being put out for the past several hours.

  Her front porch light switched on.

  "Come on over," she said. Her front door opened and there she was, covered in a silk robe that looked slightly too long for her. I wondered if she'd gotten shorter or if she was stooped over slightly. But when I walked up her steps and stood face to face, my lips were right about at the level of her forehead, right where they were supposed to be.

  Arms crossed with her phone still in hand, staring at my chest with those unblinking blue eyes, Anna smiled. "Hi," she said.

  "Hi," I said, trying to make eye contact.

  She took a quick breath, and finally looked up at me. "I'm so sorry," she said. "I've just been... I don't know. I just couldn't...." She brushed her mop of pale blond hair away from her face, and spread her arms to offer me a hug.

  "Forget it," I said, taking her into my arms.

  After a moment, she melted into me.

  "Why did you have to come back?" she said.

  "Because you let me."

  "No, why really?"

  "Fine," I said. "I'm indulging my cougar fetish. Happy?"

  She giggled, and that broke some of the tension. "You went straight for the c-word," she said. "Nice."

  "It was that, or, 'I'm looking for another mom.'"

  Anna hugged me tighter. "You jerk." And then she whispered, "I'm so, so sorry."

  Her lips looked as soft and as warm as I'd remembered. I took a chance kissing her. I was happy to find, that from the way her long tongue searched for mine, I hadn’t gotten her signals wrong after all.

  I brushed her hair away, exposing her neck and pressed my lips softly against her throat. "I sure wouldn't do this with my mother," I whispered. I parted my lips and gently scraped her skin with my teeth.

  She let my lips linger at her neck. I lightly drew swirls up along her jaw, up to that spot just under her ear. Then, she gently gripped my neck and guided my head downward. I kissed along her collar bone, and down her cleavage as far as her robe would allow.

  "I'll give you 'mother'," she whispered back, walking me upstairs by the hand.

  Anna insisted on turning the lights off before taking off her robe. But my eyes quickly adjusted, thanks to the glow of the waxing moon coming in through her bedroom's bay window. She pulled off my glasses and stripped me down to my boxers. We slid onto the cloud-like down comforter on her bed.

  Everything was blissfully familiar: the way we laid side-by-side, the way we tasted each other's skin. The way her mouth licked and sucked from the base of my throat down to my nipples. That moment when I'm so hard, that even boxers feel too confining and I just want them off.

  I pushed them down as Anna peeled off her pink cotton panties. She licked her fingers, and teased herself, draping a leg over mine and grinding herself into my thigh.

  I moistened the palm of my own hand and teased the head of my cock. Anna kissed my neck again, moaning along with me. I gripped myself and stroked, slowly, whispering her name. This was how we made love more often than not, holding each other as we got ourselves off. I was honest with all my heart when I whispered, "I missed this."

  Sometimes, if she had the right product handy, she would straddle me and take me inside her for as long as she could. I didn't see any bottles or tubes about, and I didn't care. But I was surprised when she pushed herself on top of me and gently rubbed herself along my length.

  "Baby, wait," I said. "Are you sure -?"

  "I missed this, too," she said. She reached for my cock and held the tip against her. I tried to keep still, to let her take her time. I moaned loudly when she pushed herself down in one slow, wet, warm stroke all the way down to my hilt.

  With a limberness that I knew she hadn't been capable of since she was my age, she sat up and peeled off her negligee as she ground her hips into me. All of the usual self-consciousness about what she always called her “sags and saddlebags” was gone. Maybe all the time I'd spent telling her how beautiful she is to me had finally paid off.

  Only my disbelief kept me from coming right then.

  Before I could stop myself, I slid my hands up her thighs and held her hips. Mine gained a mind of their own, and their only thought was to push myself as deeply inside her as I could. And to do it again, and again, and again.

  I tried to slow myself down. I had to, if I wanted this to last. But Anna leaned forward, posting herself on her elbows on either side of my head, and stroked my hair. "Don't," she whispered. Her hips picked up my slack. Her eyes, even wider now, stared straight into mine, as if they were penetrating me as deeply as I was her.

  "Let me have it," she said. "Let me have you." And I did.

  Having forgotten how gray Innsmouth can be some days, I thought it was dusk when I opened my eyes. It had been a long evening of pillow talk, interspersed with another orgasm (or three) each. But after the sleeping and cuddling, there was silence. I was afraid to say much, and I think Anna was, too.

  There was a herd of elephants in the room, now.

  I didn't mention being woken up by whatever dream she was having that made her heel hit my shin, or being kept awake by her incoherent mumbling in her sleep. I didn’t want to say anything that could broach the topic of how things used to be, because that would lead to talk of how things should be, and could or could not be, despite what had happened last night. The only innocuous words I could think of were, "How about breakfast?"

  She let me fix her something simple, and we ate out on the balcony outside her bedroom. When she finally looked at me with a wide smile and told me, "I can't believe how you could make me fuck like that at this age," I was on top of the world. Overlooking the Harbor, eating breakfast with a woman I hadn’t expected to see again, I couldn't just let myself sit there and grin like an idiot. I had to open my mouth.

  "You trained me well," I said. "You turned this prince into a frog."

  The smile disappeared from her face, and suddenly that perpetual wide-eyed stare of hers wasn't as endearing. "What was that?" she said quietly.

  I realized what I'd said.

  "No, no - frog into a prince." I didn't listen when my head screamed to my mouth, Shut up! "Why, do you have something against frogs?" I joked.

  Anna let her fork drop and bounce off her plate, and then pushed away from the table, spilling both our juice glasses. She stormed up the staircase to the widow's walk. I gave it a moment before following her up. Even at our closest, she always insisted that she wouldn't let herself be smothered, not at her age.

  I found her looking out at the Harbor, standing just as she was the night before. My first instinct was to hold her. I crossed my arms and supported myself on the walk rail next to her instead. I should have told her she was being too dramatic for a woman her age.

  Instead I said, "I'm sorry."

  Anna sighed. "Don't be," she said. "I'm just crazy these days. Now I'm wondering if this was such a good idea."

  "Why?" I asked, fixing my eyes on that famous blackened rock jutting out of the ocean known as Devil's Reef, praying she wasn't about to push me away again.

  She shrugged. "Too many changes lately."

  "Change. That's the real c-word. Always looking to mess thi
ngs up," I said. "Change isn't always a bad thing." She tensed, getting ready to make some big pronouncement, and I knew it was happening all over again.

  I didn't know what I was thinking when I got down on one knee. I didn't even have a ring. I just knew I had one chance to keep her from sending me away.

  "Anna Waite-Saothwick …" I said.

  She put her finger on my lips. "Please, don't."

  "Why not?" I said. I pulled a speech out of my mind that I'd been rehearsing for the better part of a year. About how a seventeen-year age gap didn't matter. That I wouldn't be better off with someone my own age. That there wasn't any way her body could change that would matter to me (though, she really scoffed at that one). "Let me prove it," I said, squeezing her hand. "That was all I've ever wanted."

  "What about the c-word?"

  "What, cougar?"

  She slapped my shoulder.

  "Screw the c-word," I said.

  "You're not worried about what I might change into?"

  I smiled. "I didn't before. And definitely not, after last night."

  Except for any evidence of tears, Anna had that look people get when they laugh and cry at the same time. "But you don't know — "

  "I don't care."

  "Really?" she asked.

  "There's only one way you're going to find out," I said. "Let me stay."

  "Actually, there's another way."

  Anna slipped her hand from mine and faced out toward Devil's Reef. She cupped her hands and shouted some words I couldn't understand, but that reminded me of her mumbling last night. And unless I was hearing things, she was answered, from the Reef, with the most bizarre and disturbing sound I had ever heard.

  As I stared at the Reef in awe, with my stomach churning at what I heard, I reached my hand out towards Anna. She took it.

  I felt better.

  The Widow's Walk

  by Galen Dara

  INFERNAL ATTRACTORS

  BY CODY GOODFELLOW

  “Turn it on,” she said.

  When he didn’t move, she cocked the gun. Even so, Marc hesitated, his hand over the knife switch at the heart of the sprawling machine.

  “It’s not safe,” he said, trying not to whine.

  “I know,” she replied. The raw silk in her weary voice turning to rusted steel. “That’s why I need it.” She laid down the gun, certain of his obedience, and began to unbutton her long black dress. It slithered off her angular, hungry curves to pool round her feet. Her stockings were the color of smoke. She wore nothing else. The sheen of her perspiration made her pale body glimmer in the moonlight. Her long burgundy bangs hid her eyes. “Turn it on, and open it up all the way.”

  He had built it for her, with the weird old components she always seemed to find just when they were needed, and the yellowing circuit diagrams stamped PROJECT BIFROST: ABOVE TOP SECRET. Whenever he asked her about it, she had fucked him until he forgot his questions. But this morning, he had done some digging and found out just enough about what he had built that he tried to destroy it.

  Thus, the gun.

  She’d told him some of it, when she had to. She didn’t have to spell it out. She had to be an idiot or crazy, not to realize how far out of his league she was. When they’d met on a makers’ message board thread about teledildonics and orgone generators, he’d played along with what he was sure was a joke. Something that’ll make Sex and Drugs obsolete, was all she had to say. Meeting her in person was a shock. Her picture didn’t begin to do her justice.

  Like most girls who dyed their hair a new color every week and covered themselves in tattoos, there was damage behind her intriguing façade, desperation and despair between the whirlwind binges of thrill seeking. She warned him she was “a bit of a nymphomaniac,” and there was a sleepy confession that she’d been to rehab, been committed, experimented on. He didn’t care about her past, any more than he cared if she really loved him, or what the hell a Tillinghast resonator was, until it was too late.

  They had played with the freaky machine for a week, enjoying the crystallizing buzz it conveyed, like a half-tab of acid with a vasopressin chaser, the weird hallucinations that only got more intense when you challenged them, the sense of the walls of the world withering away from the glowing bones of something hidden in plain sight, and more real than reality itself. Sex in the resonator’s field was a mystical experience — the visible sparks of Shirley’s orgasms coursing up her spine and out the top of her skull like latent lightning — but perhaps too mystical, for he always felt as if something was watching them.

  He threw the switch and instantly felt the itching in the front of his brain, felt it become a tingling long before the eccentric acceleration of the activated resonator became a bowel-tickling hum. He consulted the mildew-spotted researcher’s journal she’d brought him, something she “found at an estate sale.” He turned the master frequency dial up until the hum became a throbbing, subsonic roar.

  The moonlight outside the windows dwindled and died. The warehouse loft was enfolded in a gray void, but within, the air itself seemed to glow with a nacreous, magenta light. The resonator’s hum became a sinusoidal cascade of chimes when all the other electronics shorted out and stopped dead. Distorted by rippling currents like heat mirages in a desert, the room seemed to rot away, and a host of shadowy shapes swam through the ghostly walls. By turns, the room became like the floor of a pre-Cambrian sea, as the phantasmal shadows took on a terrible solidity.

  Great whorled nautiloids floated past, regarding them with lambent spotlight eyes. Razor-winged lampreys slithered past, gulping the ionized air and groping with manifest eagerness for Shirley’s white body, only to dart away as if electrified. Arachnids with far too many legs clung to each other and stalked their prey with antennae longer than their bodies. Their victims, drifting neon jellyfish that circled like moths around the resonator’s tuning fork array. And still more and stranger forms swarmed into the feeding frenzy, too alien to register as more than spectral distortions of the light and momentary pulses of utterly foreign ecstasy, even to his enhanced mind.

  Shirley rose from the chair and sprawled out on the floor. “You see it, Marc? Do you feel it? How could you not want to see this?” She arched her back and threw out her arms, basking in the overwhelming rush of new perception, the otherworldly arousal that the resonator seemed to directly ignite in the human nervous system. His cock stirred and jabbed at his trousers, but he was riddled with fear —not of the eager flying eels, but of Shirley.

  Her naked, ink-scarred skin shimmered with the heat of her arousal and seemed to shed trails that anticipated her movements, flowing backwards in time to meet her as her black fingernails dug into her flesh and drew blood. He started to rise to stop her, but the slightest motion brought wriggling predators groping towards him until he froze.

  Shirley raked her back as if trying to tear off her own skin. The tattoos on her back —- eyes, feathers, scales, and more eyes — ran and reformed as she dragged a boiling black cloud out of herself and set it adrift overhead.

  She beckoned for him to come and join her, but he retreated behind the control console. His hand hovered over the kill switch.

  She writhed on the floor as if embracing a phantom. “It’s not enough. Open it wider…”

  He could not bear to look up from the console. It was too much, the visions and the realization that this was not a hallucination, but the truth, compared to which normal eyesight was a blessed lie.

  She would never be satisfied. She was driven to push too far. If there was any hope of snapping her out of it, of getting her back, it would come from giving her more than she could handle.

  He turned the oscillation cycle to 37,000, the level at which the journal’s crabbed, careful notes became looping gibberish and spiky mandalas, eclipsed by maroon stains.

  The livid pink light deepened to an abyssal violet. Marc could barely see Shirley through the shadow that seemed to pin her to the floor. He rose and rushed to reach out to her, bu
t then recoiled in shock.

  Up close, it was not a shadow, but something almost too strange for his eyes to process it. It seemed to hover astride her back like a rider on a horse, its trailing, nebulous limbs penetrating her skull and spine and lazily tugging its limbs to elicit tiny mewling sighs of pleasure.

  “So,” she moaned, “you see it too?”

  It was like a massive armored octopus, a billowing, vaporous body enfolded in an exoskeleton that glowed a sullen, sordid red, like molten iron underwater. Its countless branching tentacles drifted on subatomic winds like flaccid hagfish, but dozens of them were fused with Shirley’s spine, jacked into her chakras like astral spinal taps.

  “Do you really want to know why I am the way I am, Marc? Well, now you know.” She twisted a translucent cord and kissed it, making it shiver. “I was never molested or abused or any of that, but I always had what Mom called a devil on my shoulder. Something in me that fed off danger and sex…”

  She twisted around under the floating incubus and took hold of two thick spinal taps and lifted herself off the floor to cling to it. Seeming to become more tangible from arousal alone, the phantom parasite enfolded her in an embrace of spiny, segmented arms, but she seized the parasitic cords connecting it to her like a leash, and brought the thing to heel.

  Her legs spread wide to straddle its chitinous thorax, she gently stroked the ethereal tentacles that transfixed her spine until the armored body was suffused with an excited lava-lamp glow. With a hiss like the gutting of a fish, the armor split open.

  A flurry of velvety fronds like the venomous petals of a sea anemone erupted from the phantom to enfold and impale Shirley. She rolled and wriggled on a bed of avid, adept tongues, moaning with delight at their electric touch, reveling in the trails of rainbow saliva etched from her neck to the cleft of her groin.