HE said, "You and Hilda are like 'Harold and Maude you know, that movie where the young guy gets involved with the old lady."Hurt, I wondered why it was OK to be his friend, he at 70 and I at 30, but it was suspicious that my just-about-best friend was, at that time, an 85-year-old retired social worker who started the first white-collar union in Chicago, fought for the Rosenbergs, and married a man whose art was in the process of changing my way of seeing. Her husband was dead, but his art was all over her place and, increasingly, all over my place. Harold and Maude? No. But friends in a way that I never knew before. I guess I'm one of those who does not see the boundaries others see, who finds it not at all odd that, as I was sitting by the bed of one of her last illnesses, Hilda took my hand; I told her that I loved her (knowing that she knew what I meant) and she said, smiling, "Yes, I just wish you had been around 50 years earlier, too." She was sort of Jewish (by birth, if not by belief) and I was trying, still am, to become Christian. She was born poor in 1897, and I was born rich in 1952. She worked menially at Sears to get money for schooling, finally finishing a University of Chicago bachelor's at 35. I never had to work to pay for school, and finished Berkeley in three years because the summers were too lovely to leave California; I could afford to go to school instead of work. Her idea of a delicacy was chicken fat on crackers, mi ne Godiva chocolate. But between us, at the start especially, was the art: "I fell for the artist and married the man," she told me. I fell for the artist, too, and received friendship from his widow as the bridge from the last years of her life (and the richness of a world which had preceded mine) to the first years of my adulthood. To anyone who has missed attending closely to another person who has lived a life of integrity and worth just because that other is of the opposite sex, another class, another generation, or another style - listen. If you can look through the looking-glass of the eyes of someone who has already done well at most of the basics of the human journey, don't even consider what it might cost or what others might say. 'BRUCE, I can't hear with this thing. Can you take me to Hinsdale to get a new one? The best ones are out there." I knew what this meant. It meant a trip into the city on my day off, a trip an hour out to the hearing-aid office, lunch, another trip back to the city and home. Friendship with Hilda, who never learned to drive, meant some driving. ("I never had that expense living in the city; it made the difference in making a budget work for an artist and a social worker living mostly on my salary. By the way, there is one thing I wish I hadn't done when I retired, Bruce. I wish I hadn't insisted on doing the cooking for us. He liked that, and I took it away. I still feel that mistake.") Friendship with Hilda was work and it wasn't cheap, but the work and money were reciprocated. ("Bruce, how about letting me loan you the money, no interest, for that addition to your house? You need a room, I need a gallery, a bigger place to send people who want to see and buy Emil's pictures. How about it? Fifty-fifty on all sales!") I told Hilda that I would take her to get her hearing aid, but since Hinsdale was so close to my home, I asked her to think of something else we might do for the day besides driving back and forth to Chicago; she could stay overnight and make a real visit out of it. Well, now that I mentioned it, she did have a friend whose son, a doctor, lived where I lived. She and he were close in his childhood, and she had never met his wife. "Hilda, we will go to Hinsdale, then make a dinner party. You call his wife to invite them, OK?" "Yes." We went to get the hearing aid, then to the grocery. "Pot roast, Hilda?Yes, pot roast, a big one." "Potatoes, Hilda?Well, how would you like to learn how to make potato pancakes, kosher deli-style?" "Great." (It was great. I had wanted to learn how since I was a kid and Dad took us to the Chicago Theater after a stop at Bob Elfman's Deli next door, packing up bags of those pancakes, pickles, and sandwiches for Saturday showtime on State Street.) Vegetables. Lettuce. And dessert? "How about my peach melba , Hilda? Good!" We cooked and set the table. We waited. No one came. We called. She had forgotten; he was livid; they had eaten. "What can we do, Hilda? We'll do anything," he said. "Well, come by for dessert," said Hilda. Before they came, we ate all of the potato pancakes and some of the pot roast. They came, ate the melba, talked about the equity in their new house, which sounded like it resembled a boat. "Dramatic" was the adjective. They left and I knew that Hilda was disappointed, not only that they had spoiled the dinner plan, but because the conversation had been about suburban real estate rather than art or progressive politics. The unspoken question hung in the air: "How could someone who marched with me to form a union in the '30s have offspring with dramatic and boaty demi-mansions in suburbia?" The day reminded me how creative it can become to make a meal for strangers with a friend - the expectation of "new" and the comfort of someone known - and yet how things don't work out sometimes. What did work out was some new awareness of how rare were Hilda's concerns in the area where I lived, how worthwhile the costs of our friendship were to me, and how I could never survive without a link to the likes of Hilda in a place where the language of massive equities called her and me back to a somewhat b ewildered silence. It was in that silence that I knew deeply we cared first about the same things. EIGHT years ago, in the early fall when the corn was just about ready to be harvested, I drove with Hilda from Chicago to Springfield. The Illinois State Museum has some of her husband's pictures, and they were part of a show of the work of Illinois artists in the WPA Art Project of the 1930s. So we went to see the show and Springfield. The show was great, Springfield was OK, and the ride home the best of all. Somewhere near Bloomington, Hilda started to sing. I knew some of the songs Meet Me in St. Louis," "Just a Song at Twilight,On a Bicycle Built for Two, but others I didn't know. I listened to Hilda sing her favorites. Somewhere around Odell, Hilda started singing, "Jesus Lover of My Soul." I was a little surprised. Where did this avowedly agnostic lady ("I cannot believe in a personal God. Do you really feel you can pray to someone, Bruce?Yes, Hilda, yes... .") ever pick up that song, and why in the world was she singing it now? I asked her. She said she had been thinking about her childhood in Canada, about the days when the people from the Salvation Army came to town and sang their songs on the street corners. She and the other children would go and listen. Eventually, they learned the songs, Hilda's favorite being, "Abide With Me." (I got a rendition of that one, too.) Driving through the vast and quiet spaces of rural Illinois brought back to her these memories and the songs. She said it had been years since she had thought of listening to that street-corner "army" and their songs. When her memory gave the songs back to her, she sang them and told the story. Time loses its walls on long stretches of road, it seems. That trip was special for me. When she sang those Salvation Army favorites, those old hymns, the words encountered my thoughts. I was thinking about God, my Presbyterian and stained-glass childhood version, and what God might mean to me now. Memories kept those thoughts intact in me and those songs intact in her, ready for another time (even 30 and 80 years later, respectively) and another place (not street-corner Canada or urban Illinois, but the middle of a cornfield). Images and thoughts as old as my childhood ... songs as old as Hilda's. One day in September in the middle of a cornfield they intersected. The gift was ours. THEN I moved to Florida. I finally did the one thing in this whole process that I wanted least to do. I said "goodbye" to my just-about-best friend, Hilda. She was to become 90 soon, which meant that we had a birthday cake. The children liked that and insisted on "helping" her blow out the candles. She didn't mind. Candles had gotten much harder for her to blow. We ate and talked some. Words had gotten harder, too. Mostly we just let the children distract us and fill in the time before we took our first steps away from my friend to Florida. It was hard for me, and I wished I could have been sure that she would make it to 100. But I couldn't. So when we left, the rain was not the only thing that was wet and falling on my cheeks. After eating cake and before leaving, she and I sat on the sofa alone. Barbara knew what I needed and took the children elsewhere, so it was quiet. I held my friend's hand and I looked at her. I said, "Hilda, I don't know what to say, so I'll just say 'thank you' for your friendship." Without missing a beat she looked at me and said, "Thank you for accepting it." And that was all. That was all that needed to be said between just-about-best friends who were saying "goodbye." Hilda died last year, two years after I moved. They were lousy years for her, with a "companion" who left the TV on as background noise and who resisted letting people visit. Her obituary was a shock; it was minuscule for such a community-involved person. Her estate was also a shock, much larger than I ever expected, with assets divided among family, friends, museums, community groups, and her university. She earned a social worker's salary and, given her husband's artistic vocation, was the main breadwinner in the house. How did she do it? That is about the only guidance she didn't pass on to me. Just once she said, "Get a friend who knows about money." Maybe I will. But lots of people know about money. I just wonder if I will ever again know someone as I knew her.