"Lunch out, definitely," I tell her when she calls, even though she'd be content with a grilled cheese sandwich at my kitchen table. But I'm hungrier than that, and I've just been paid and she is home from college.

Carrie is easily young enough to be my daughter, but in our talks, motherly axioms (of which I have a raft) always avoid me. She already has a perfectly fine mother, usually referred to as "awesome," the word that peppers most of Carrie's conversation, and I already have a daughter, the impatient beneficiary of my wisdom. Our friendship was forged the summer Carrie (the baby sitter) and I (the mother of her charges) discovered our mutual adoration for Eric Clapton.

I love the stories Carrie tells me about her teachers, her sister, her world. The lilt of her sentences, even when she overuses the word "like." Her compassion for wayward friends. The propriety in her level of detail when it comes to telling me about her boyfriend. She hugs me when she says hello and again at goodbye. She calls me Mrs. Hummel. At 41, I even like that.

At a suburban restaurant full of generic quaint, we are shown to our table. As Carrie walks in ahead of me, it's as if the room full of businessmen is doing the wave. Heads turn in orderly progression as if guided by radar. Until moments like this, I often forget how lovely she is. Even dressed casually in sweater and pants as she is this afternoon, she has a natural, coltish quality that men admire. Obviously.

She is alternately chewing and complaining about the novels being force-fed to her in Freshman Seminar, when three men in dark suits and striped ties are escorted to the next table. The designated loud member of their group, 50ish, is entirely too ceremonial ordering drinks, lecturing to their nodding waitress about their individual commitments to particular brands of scotch.

A conscious person cannot help but be momentarily distracted by the fluffing of his feathers, but really, I am lost in Carrie. Eight o'clock classes are impossible to attend, she is letting me know. Of course I do. I withhold the dark secret that 8 o'clock will gradually be transformed into midmorning some time during her life, or my prediction that in her future she will look back on these hectic days, and the word carefree will form on her lips.

Maybe it is her time reference that I love listening to most. For this 18-year-old, the month between Thanksgiving and Christmas was interminable. Her four-day breakup with Alex was so infinite, it takes her almost as long to relate the story. Carrie, like a young me, has no sense of how time steadily picks up momentum until by my age, it careens out of control. No one can tell her. No one should try.

Carrie is describing the complexities of her roommate dilemma now. The scotch drinking businessmen are all business, ordering lunch.

"Grilled chicken breast," replies their already flagging waitress when Mr. Chivas Regal points to me, inquiring about the food on my plate. While she waits, pen poised on her order pad, his eyebrows arch and soft words leak out the side of his mouth, intended only for his little fraternity of Mr. Dewars and Mr. Johnny Walker Red. There follows a collective titter. Engrossed in Carrie's list of her roommate's housekeeping inadequacies, I still know what he has said, or at least the gist of it. Breasts. Mine.

By the middle of his second scotch ("three ice cubes, OK, sweetheart?"), the blue suit-cum-bon vivant has lost any of the subtlety he may have possessed when he entered this restaurant. There are several anecdotes about topless bars, and a lot more laughter and gesticulation about the women who serve drinks in them. There is a pause, a windup, and then like one sickening punchline that is decibels too loud, he finally heaves it toward us: "I think those two girls at the next table would be just perfect," he says, lingering at the syllables of the last word as if drooling might be next on his agenda.

His sentence electrifies the hair at the nape of my neck, but seeking a moment's deliberation, I stare into my spinach salad. My fork plays with the tiniest piece of bacon I can find. I hope I don't look like a deer on the highway, caught in the headlights of an oncoming car. I'm quite sure I do.

Why don't I simply say something? I'm adept at four-letter words, and assiduously verbal without resorting to them. Why not just stand up and embarrass the hell out of this idiot? What am I afraid of? They're just three middle-aged men the recession has yet to claim -- still calling cocktails "lunch" and imbued with a false sense of their irresistible charm, gained from repartee with waitresses who must pay rent with their tips. He thinks he's granting me, the old broad, a favor calling me a girl and lumping me into his little fantasy with a smooth young beauty.

By the rapt attention her club sandwich is suddenly receiving, I know Carrie has heard him, too. It is our temporary silence that saddens me most. Two women flattened against our lunches. I thought I was beyond this.

Loaded with regret, I flashback to times at Carrie's age when I would have self-consciously giggled at such a remark. Told by men and (even sadder) by women with smaller breasts or thicker calves than mine, to be grateful for the attention, I swallowed that line of logic. Enjoy it while you're young was their perverse advice. And like the timid child who would stroll the long way home to avoid the town bully, I never said anything. But I never learned to enjoy it either.

These days, my daydreams usually ache to replay those moments in time with new dialogue, real action. The things I would say. The indignation I would not hide. There would be no more gauzelike confusion to trip me up.

I'm glad I cannot see myself, fiddling with my napkin. I wish Carrie weren't here to observe me caught in this peculiar strain of paralysis I thought was cured.

"Did you hear what they said?" I ask, unlocking the car door in the parking lot.

And this is what I love most about Carrie -- never knowing which connection her words will make: daughter, gossip partner, sister, parent, fellow Clapton aficionado.

"Men do stuff like that all the time, Mrs. Hummel. Forget it."

She nailed down the first part, certainly. What she does with the second is somewhat trickier. I can't teach her how to deal with 8 o'clock classes and roommates and the passing of time. And I can't teach her how to handle boors like those in the restaurant. That lesson can't be taught, only learned. And even if it could be taught, the words, I found out today, are still not in my lexicon.

We were around the corner, laughing about her latest history exam by the time he was probably clinking the three ice cubes in his glass, wondering where the waitress had gone.

LINDA DEMERS HUMMEL is a free-lance writer and adjunct faculty member of the Essex Community College English Department.