By Mary Gaitskill

Pantheon. 227 pp. $23

Mary Gaitskill's heroines often glide through the world as bemused recipients of attention. If they are cute, it's news to them. Alison, the narrator of Gaitskill's mesmerizing second novel, is different -- she was once beautiful, and (mostly) knew it. Alison treats beauty like a card you either hold or lack. Armored in attraction, you can access all areas; stripped of it, you can find yourself twitching crazily on the sidewalk, like the aging cover girl Alison describes early in the narrative. Where beauty leads you, and where it leaves you, directs the book's trajectory.

Now in her forties, ex-model Alison lives in California with an injured arm and hepatitis C, which she mistakenly treats with codeine. One day she leaves her apartment by a scummy canal "filthy with gas and garbage and maybe turds from the boats," half-heartedly cleans a friend's office, wanders through a dank redwood valley. Wherever she goes, she looks back. "I feel like the bright past is coming through the gray present," she says, "and I want to look at it one more time." Throughout, a loop of smeared dreams and shard-like memories plays in her head.

Alison recalls how, as a young woman in the late 1970s, she fled her family in New Jersey for a pot-fumed adolescence in San Francisco. Victory in a modeling contest took her to Paris, where she was greeted at the airport by a limousine driver carrying a bag of cocaine. The head of the model agency set her up in an apartment stocked with marzipan and pate, more coke and syringes filled with antibiotics for syphilis and clap. Parties were thick with beautiful people moving through a "rich, dreamy mud of sound," all golden skin and lips too full for speech. Even when the relationship ended and Alison was dumped out of her Parisian paradise, she knew what beauty tasted like and achieved a second dose of success as a model in 1980s Manhattan.

The Veronica of the title, whom Alison met in New York when they were both temping at an ad agency, was no blank beauty. Instead, she strained for effect: "In her plaid suit, ruffled blouse, and bow tie, she was like a human cuckoo clock." Alison had no problem calling her ugly and ridiculous. "She's like Marlene Dietrich and Emil Jannings combined," marveled a colleague. A complicated knot of charisma and longing played out in Veronica's relationship with her bisexual lover, Duncan, whose treatment of her was callous and withholding. Then Duncan died of AIDS; Veronica, too, was diagnosed as HIV-positive, and her imperfect friendship with Alison became muddied with compassion and sacrifice. Now middle-aged and herself unwell, Alison muses on Veronica, her eccentric life and arduous death.

Perplexed youth has been Gaitskill's preferred territory. Her protagonists fall into temp jobs and disconcerting relationships with little sense of how they did so. Veronica also covers these experiences but marks an interesting advance. Gaitskill again evokes the feel of the peculiar present, but Alison must account for the way the present slides into the past. She explains how her generation exposed their parents' soft mid-century illusions: "All the meat of truth was hidden under a dry surface, and so we tore off the surface with a shout." However, their triumph doesn't stop these children from eventually arriving at their own dry surface, a process impelled by the AIDS pandemic and the fading of beauty with age. "Don't think like a shop girl!" Alison learns in Paris. "Think like a poet!" And she embraces the heedlessness of the time. Veronica becomes a complicated lament for a decaying ideal of bohemia.

Early in the novel, Alison scornfully describes a novelist "talking about her characters like they're real people." We should presumably avoid the same mistake. Gaitskill frames the narrative inside an ominous fairy tale about a spoiled child and peoples the fashion world with grotesques. The figure of Veronica herself has to bear too much weight: Gaitskill wants this anti-beauty to seem willful but not kooky, honest but not portentous. It is she who tells the steely truths in which Gaitskill specializes. When Alison cloyingly suggests that the dying woman learn to love herself, Veronica replies, "I think love is overrated. My parents loved me. And it didn't do any good." Gaitskill's implacable refusal of sentimentality is her great strength -- no group hugs here, just baleful understanding. *

David Jays writes about books, film and theater.