Out past bedtime.

Two-time Emmy winner Barbara Gaines is out and proud to be David Letterman's executive producer

Barbara Gaines, the Emmy award-winning executive producer of Late Show With David Letterman, has always considered the talk show host a "big brother," She was 23 and he was 33 when they both got their major break: His was doing a morning show for NBC in 1980; hers was working on Letterman's staff as a (bad) receptionist and later a (good) production assistant,

Their fortunes skyrocketed together, Letterman, of course, launched a successful late-night talk show, Gaines--prodded along by her boss and friend--worked her way up into positions of increasing responsibility, Fans who watched the show in the mid '80s should remember her: Letterman would tease the obviously shy Gaines by bringing her onto the set or sending a camera crew backstage to track her down when it was clearly the last thing in the world she wanted.

At the very time Gaines was visible to millions of viewers, she found herself lying more and more about her private life--a life that finally included dating women after years of trying to find the "right" boyfriend.

Now Gaines is an executive producer, running the behind-the-scenes nuts and bolts of the show. Shy by nature, Gaines is not involved in booking guests, but she certainly remembers the first out lesbian to appear with Letterman.

"Rita Mae Brown," Gaines says promptly. "I loved Rubyfruit Jungle, of course. I had all her books." Too embarrassed to get an autograph, Gaines had someone else do it for her. Brown--knowing a fan who needs a kick in the pants when she sees one--happily signed them, addressing her notes to "Chicken!"

Brown was unintentionally on the money, for that's exactly how Gaines was feeling about hiding her private life from Letterman. "I felt like I was doing something very secretive," remembers the 43-year-old Gaines, Sitting on a couch in the Greenwich Village apartment she shares with her partner, Aari Blake Ludvigsen, the unassuming Gaines laughs at the awkward, difficult position she was in, "At the time, I told Dave everything I did," she explains. "I was the P.A., so I was always lying around his office, Suddenly he'd say, `So what'd you do last night?' `Uh, movies?' I started to feel very weird."

She wanted to come out, but as Gaines explains, that wasn't something she was good at ... no matter how often she tried.

"I told my cousin I was gay when I was 12," says Gaines, "and she said, `No. You're just ... you're fat. You just have to lose weight.' And I said, `OK.' I tried to dress better, and then I got a boyfriend, who ironically years later ended up gay. We just kind of rolled around together.

"Then when I was 171 told my mother, my father, my brother, and his then-wife. I said, `I think I'm gay.' And my mother said, `You are not.' `OK.' And I went off to college, where I had a million blind dates."

Though very shy, Gaines finally did manage to hook up with a woman: her mother's aerobics instructor. Other girlfriends followed, but still she hadn't come out at work. When the show was on location at a hotel in south Florida, Letterman was in the room next to Gaines's and stuck his head around the corner to see a naked woman in the hot tub. Still brushing his teeth, Letterman barked out, "Gaines! Who's the girl?" She mumbled "a friend?" but realized enough was enough.

"I started to get very ... nervous," says Gaines. "Much more nervous than [when I told] my parents, because Dave I was with all the time. I also felt he valued honesty. I was more nervous about him thinking I was lying than thinking I was gay."

She had her mentor on the show break the ice with Letterman. All he said was, "Huh. So Barbara Gaines is a lesbian." Still unsure if it made him uncomfortable, Gaines finally went into his office.

"I remember him sitting behind his desk and saying, `Is there something you want to tell me?' And I said, `Um ... yes?' And he was just looking at me. And I said, `Um ... um, I'm a lesbian?' And he said, `Oh, come here.' And he gave me a big hug. And that's how I came out to Dave. That, to me, was perfect."

Still, even on her own show--where Letterman himself obviously would have no problem and Gaines is very visible--she knows of a few people who don't feel ready to come out. But she's doing what she can to change that. When she was up for her first Emmy--her first of five nominations--Gaines planned to give a long, determined kiss to partner Ludvigsen, an architect whom she married in 1993. (Letterman was the only person from the show invited to attend the intimate ceremony.) But Gaines was so excited when the show won, she just jumped onstage. The second time she garnered an Emmy, Gaines finally gave her partner a loving kiss, thinking the entire world was watching. She smiles. As they found out later, "it was off-camera."

Giltz is a regular contributor to several periodicals, including Entertainment Weekly.