My best friend, Maxwell, is convinced that he wants to become a woman.

"Maxwell," I tell him, "if you are going to be a proper woman there is something you should know."

He eagerly brings out a notepad.

"This is a man's world," I say. "As soon as you change, you will be giving up certain freedoms. Are you with me?"

Maxwell nods, and runs long and delicate fingers through his long and delicate hair. He will make a terrific woman. He is all abuzz about the fashion, the gossip. The weary sighs. He's got it all down pat. I am not a terrific woman. I talk, eat, drink, dress and smile wrong.

Lord knows why Maxwell thinks I will be any help to him at all.

But now he is looking at me expectantly, as I have promised I would take him shopping this afternoon.

We hit the stores.

I smuggle twenty or so outfits into a dressing room and sit on a bench outside listening to Maxwell squeal as each piece of silk slips over his impressive, girlish figure. We both come from Utica, New York. After graduating from high school, we decided become dental assistants. Maxwell's dentist is Dr. Dearborne. Dr. Dearborne is a young dentist, and he's always throwing office parties. My dentist is an older quiet guy named Dr. Simmons. He gives us Casual Fridays.

Maxwell says that Dr. Dearborne calls Dr. Simmons "Old Dr. Dry Bread." Dr. Simmons calls Dr. Dearborne "Dr. Dearborne."

It's Sunday. Dr. Dearborne is throwing a big office party tomorrow, which is where Maxwell has decided to make his first appearance as a woman. He has chosen well: a classy pink silk blouse with a tie in the front, a dark wool blazer and skirt and silk nylons. He sticks out his chest, says, "This is it," and twirls back into the dressing room.

"Can we go buy pumps now?" he says. "I want to wear my new outfit."

I look at my own outfit: jeans with a coffee stain down one leg. An oversized sweatshirt with big wide pockets. Maxwell's lady-suit makes me feel somehow inadequate, but I say nothing.

This is Maxwell's day.

- - -

At the shoe store, we discuss names. Maxwell needs to find a woman's name that's serious-sounding, but open to the possibility of frivolous activity. Nothing as serious as "Jane" or "Martha," but nothing as dim-witted as "Angel," "Summer" or "Tawni."

"Sarah," I suggest.

He shakes his head. "Too provincial."

"Debbie?"

"Too farmgirl."

"Megan?"

"What am I, twelve?"

Maxwell is a big hit at the shoe store. All the salesladies are bringing him boxes of pumps and sandals. Maxwell has small feet, even for a small man. He delicately points his toes into pumps and practices walking. He poses in front of foot-mirrors on the floor and in front of the full-length mirrors. He shakes his tiny tush. The way he strides makes everybody stare. He is absolutely, irrevocably gorgeous. He is a natural. His smile is taking up the whole store.

One of the salesladies shoots me a dirty look, as if I'm hoarding Maxwell all to myself, and says, "Maxwell, honey, those are simply gorgeous."

Maxwell ends up choosing a nice pair of black leather slingbacks with hand-stitching. They cost over a hundred dollars, but Maxwell is prepared. He's been saving paychecks for today, and when the cashier asks him, he hands her a card.

The register produces a receipt.

"Maxine," he says, and signs his new name.

- - -

The following week, Maxine and I are having lunch at the train station, flipping through a handful of photos from the party. The train station is Maxine's favorite place to go in Utica. It's made entirely of marble, and smells like cigars. There's a fancy cafŽ that serves gourmet salads for eight bucks a pop. This one's on Maxine.

"And this was when Meredith and Joy climbed on the copy machine," says Maxine. "And this is me smiling, and here's another one of me, just smiling."

"Maxine," I say.

"Yes?"

"I'm not up for this right now."

Maxine looks up. Her wardrobe has spiffed up a bit since last week; she's wearing a sloping black hat and a red scarf and very high red heels. I'm not convinced this is appropriate attire for a dentist's office, but she seems to fit right in at the cafŽ. I am wearing khakis with pleats in the front and an over-sized T-shirt that says "I ate the T-bone" on it.

Today is Casual Friday.

"Why not?" she says. "What's wrong?"

"I don't know. I'm feeling a little out of place, I guess. I freak out over the tiniest stuff. I don't know what's wrong with me."

"Nothing's wrong with you. You're fabulous."

"I don't feel fabulous," I say.

Maxine brings out a brush that's curved to fit the shape of your head. She begins brushing. A couple of sportos are sitting at the next table. They shift their ties and start shooting her glances.

"How often does that happen?" I say, and gesture to the sportos.

"Ever since I became a woman," says Maxine. "It's really quite incredible. I hate to toot my own horn, but I've never been so popular." She sticks out her chest. The men swoon. There really is something spectacular about the acuteness with which Maxine has mastered the image. The blush that compliments her cheekbones. The arching eyebrows. The professionally waxed chin and lip.

Envy, thus, becomes inspiration.

"I'm going to become a man," I say.

"Darling," says Maxine. "What for?"

"I don't know," I say. "I'm bored."

Maxine laughs ecumenically and knife-forks her Salad Francois. "You are too funny," she says. "Changing one's sex is like getting a tattoo: you must know exactly what you want and why you want it."

"Why are you a woman?"

"Because my heart pumps that way," she says. Then Maxine snaps her fingers and orders us three champagne cocktails each. "We're taking the rest of the day off."

- - -

An hour later we're at the Salvation Army, drunk and picking through large cardboard boxes in menswear. The salesladies are volunteers: two elderly women in jeans and shirts with fake jewels pasted on the front in the shape of a poodle and an American flag. The one with the poodle says "Happy Birthday Meg" on it. The one with the American flag says nothing. They see us and scowl. But we don't pay any attention. Beyond the salesladies is the widest span of secondhand goods and clothing available in the tri-state area.

"I found something," shouts Maxine.

I scuttle over. She holds up a large piece of light blue fabric. It's polyester.

"What is it?" I say.

"A tuxedo," she breathes.

It's got the wide collar and a frilly white shirt and everything. "Awesome," I say. "It's like a boy trying to be a girl trying to be a boy."

Maxine snickers and slaps my arm. The salesladies look over from across a field of used summer shorts. We start armloading it all: the shirts, jackets, blazers, pants, ties, shoes. I bury my nose in it and smell the man-smell: Tide. Mothballs.

We commandeer a changing room with a thin green curtain. We try to pull it aside but it sticks, so we leave it open a crack. On the wall is a large red sign that yells, "SHOPLIFTERS PROSECUTED." There are no hooks. We drop everything to the floor. In the same second, the curtain flies open and the poodle lady starts hollering about having the clothes on the floor.

"But there aren't any hooks," says Maxine.

Poodle gives her an annoyed look and says, "That's why we have a three item limit. It's all that people can handle." She points angrily at a sign outside the dressing room that we missed. It says, "THREE ITEM LIMIT," and below that, "NO FUDGING."

We look despairingly at our mountain.

"Ladies," Poodle says, "you can either hold all that, or you can put it all back."

"I'll hold it," says Maxine. Her voice drops a little into the lower register. "We just want to have a good time."

This startles Poodle. She gives us both a new look completely.

"Just put it away when you're finished," she says.

Maxine looks at the pile on the floor. "Ugh," she says, and picks it all up again.

I look at her struggling to handle the enormous bundle and start laughing. "Maxine," I say. "Right now you are Freud's wet dream incarnate."

She laughs too, and leans against the wall.

I stand in front of the floorlength mirror and slip on the loafers. Normally I wear a size nine, which is a large size for a woman, so it feels good to be wearing sevens. I feel smaller. I tuck in a shirt and secure a tie around my neck. Then, out of the bag, I unfurl a double-breasted brown wool blazer. I place my hands in the pockets and stand sideways.

"How do I look?" I say.

Maxine hiccups, and sways with her load. "Not mannish enough. It's all about the attitude. Be more mannish."

I stick out my crotch and growl a little.

"That's it, honey. You're gorgeous."

We try on a black blazer next, then a lumberjack coat. The blue tuxedo. But nothing quite fits right. And the novelty is beginning to wear off a little because nothing quite fits right. Maxine ducks her head out of the curtain to make sure Poodle's gone and drops everything again.

"God," she says, with considerable relief.

"Hey, look at this," I say. From one of the pockets in my coat I've found a picture of a man. It's black and white with a wavy rim around it. The man is gaunt. His hair is oiled and he smiles, suavely. It looks like it might be from the Fifties.

"What do you think his name is?" I say.

"Gerald," says Maxine, and giggles.

"Henry," I say.

We both laugh.

"No, no," I say. "I've got it." I plant my fists on my hips. "Bob."

We bust out. We have to hold our sides.

"You don't need to be a man, honey," says Maxine. "You've got funny." She puts her arm around me and kisses me on the shoulder, making me feel good for the first time in weeks. Then the curtain opens again. This time they're both here, Poodle and Flag. Flag's got her mouth open. They've got their walkie-talkies out, prepared to call Security.

"You're going to have to leave now," says Poodle.

"Why?" I say.

"Because of him," says Poodle, and shoots Maxine a real mean one. "You've got three minutes," she says, and yanks the curtain not shut.

Maxine gathers up the clothes she dropped and holds them in her arms.

I pat all around my coat for something else that's funny.