Rehearing en banc granted by order

filed 12/16/02; opinion filed 10/10/02

is vacated
PUBLISHED 

UNITED STATES COURT OF APPEALS 

FOR THE FOURTH CIRCUIT 

4444444444444444444444444444444444444444444444447

LISA L. OCHELTREE,

 Plaintiff-Appellee,

 v. No. 01-1648 

SCOLLON PRODUCTIONS,

INCORPORATED,

 Defendant-Appellant.

4444444444444444444444444444444444444444444444448

Appeal from the United States District Court 

for the District of South Carolina, at Columbia. 

Matthew J. Perry, Senior District Judge. 

(CA-96-1215) 

Argued: April 2, 2002 

Decided: October 10, 2002 

Before NIEMEYER, WILLIAMS, and MICHAEL, Circuit Judges. 

____________________________________________________________

Reversed and remanded with instructions by published opinion. Judge

Williams wrote the opinion, in which Judge Niemeyer joined. Judge

Michael wrote an opinion dissenting in part and concurring in the

judgment in part.

____________________________________________________________

COUNSEL 

ARGUED: Charles Franklin Thompson, Jr., TALLEY, MALONE,

THOMPSON & GREGORY, Columbia, South Carolina, for Appellant. William Elvin Hopkins, Jr., MCCUTCHEN, BLANTON,

RHODES & JOHNSON, L.L.P., Columbia, South Carolina, for
Appellee. ON BRIEF: Michael D. Malone, TALLEY, MALONE,

THOMPSON & GREGORY, Columbia, South Carolina, for Appellant.

____________________________________________________________

OPINION 

WILLIAMS, Circuit Judge:

 Lisa L. Ocheltree filed this action against her employer, Scollon

Productions, Incorporated (Scollon Productions), alleging sexual

harassment under Title VII of the Civil Rights Act of 1964, 42

U.S.C.A. § 2000e (West 1994 & Supp. 2001). Following a jury trial,

Ocheltree was awarded a substantial amount in compensatory and

punitive damages. Scollon Productions appeals the district court's

denial of its motion for judgment as a matter of law. Because we

agree that "there is no legally sufficient evidentiary basis" for the

jury's verdict, Fed. R. Civ. P. 50(a)(1), we reverse and remand with

instructions for the district court to enter judgment in favor of Scollon

Productions.

I. 

A. 

 Scollon Productions is in the business of creating costumes for various characters and mascots, such as the South Carolina Gamecock mascot.1

 Bill Scollon (Scollon) began the company 31 years ago and is

the President, and Ellery Locklear is the Vice-President. The company currently employs approximately 50 people and is operated from

a plant that is located in White Rock, South Carolina. Ocheltree was

employed in the production shop of the plant from February 1994

until her discharge in August 1995.

 Ocheltree testified to numerous incidents of offensive behavior

____________________________________________________________

 1 As an appeal from the denial of judgment as a matter of law, we view

the facts and any inferences in the light most favorable to Ocheltree, the

non-moving party.

2 
during her employment at Scollon Productions. According to

Ocheltree, some of the primarily male staff engaged in open conversations about sex, made comments about the sexual habits of others

on the staff, used foul, vulgar, and profane language, and told

sexually-oriented jokes. Ocheltree also testified about specific incidents that occurred during her employment, including an incident

when she witnessed employees pretending to perform oral sex and

other sexual acts on a mannequin, another incident when employees

showed Ocheltree a picture of pierced male genitalia and asked her

what she thought about it, and finally, an incident when a co-worker

sang her a song in which the lyrics were "come to me, oh baby, come

to me, your breath smells like cum to me." (J.A. at 114-15.) According to Ocheltree's testimony, the shop supervisor, Harold Hirsch,

showed a photograph of a nude woman around the shop and engaged

in several sexually explicit conversations with Ocheltree's male

coworkers.

 Brian Hodge, a former employee of Scollon Productions, corroborated portions of Ocheltree's testimony, stating that there was a good

deal of "vulgar language and vulgar attitude throughout the shop," and

that this type of conduct happened "every day." (J.A. at 199-200,

204.) He also testified to overhearing employees discuss sexual acts

and witnessed employees simulate sexually explicit acts on mannequins. Hodge stated that Hirsch was often present during these discussions and conduct, had participated in some of the discussions, and

had once made a sexually explicit comment. Hodge testified that he

recalled a safety meeting attended by Hirsch wherein Ocheltree let it

be known that she was offended by the conduct and that she wanted

the language and the conduct to stop immediately. Hodge testified

that he "speculated" that the men engaged in some of the behavior to

"bother[ ]" Ocheltree, and that the behavior got worse after Ocheltree

complained. (J.A. at 202-03.)

 According to Ocheltree, she attempted to speak to Scollon and

Locklear about the work environment on different occasions, but she

was never given the opportunity to meet with either. On at least one

occasion, Scollon told her that he did not have time to meet with her

and instructed her to speak to Locklear. On another occasion, when

Locklear was on the telephone, Ocheltree wrote him a note stating

that she needed to speak with him, but she did not indicate what she

3 
needed to speak with him about. Locklear testified that after he concluded his conversation, he attempted to speak to Ocheltree about the

note, but he could not find her because she was not at her work station. He made no further attempts to follow up with her; nor did

Ocheltree make any further attempts to speak with Locklear or Scollon. In 1995, after approximately 18 months with Scollon Productions, Ocheltree was discharged for excessive absenteeism, excessive

use of the telephone during working hours, and because her husband

had threatened physical violence against Locklear.

B. 

 On April 25, 1996, Ocheltree filed a complaint against Scollon Productions in the United States District Court of South Carolina, alleging sexual harassment and violations of South Carolina state law.

Following a report and recommendation by a magistrate judge, the

district court granted Scollon Productions's motion for summary

judgment on all claims. In his report and recommendation, the magistrate judge found that there was no basis for imposing liability on

Scollon Productions because neither Scollon nor Locklear, who were

the only two members of the corporation active in day-to-day management, were aware of or should have known of the offending activity. The district court concluded that Ocheltree failed to object to the

finding that neither Scollon nor Locklear knew of the offending activity, adopted the magistrate judge's recommendation, and granted

summary judgment to Scollon Productions. Ocheltree filed a pro se

appeal with this court.

 Following briefing on the appeal, the Supreme Court issued its

opinions in Burlington Indus. v. Ellerth, 524 U.S. 742 (1998), and

Faragher v. City of Boca Raton, 524 U.S. 775 (1998), which held that

an employer is vicariously liable for a hostile work environment created by a supervisor, subject to an affirmative defense that allows the

employer to avoid strict liability for one employee's sexual harassment of another.2 Faragher, 524 U.S. at 808; Ellerth, 524 U.S. at 765.

____________________________________________________________

 2 To be entitled to the affirmative defense, the employer must first

show that no adverse tangible employment action was taken. Faragher,

524 U.S. at 807; Ellerth, 524 U.S. at 765. If this preliminary requirement

4 
Based upon Faragher and Ellerth, we vacated the district court's

judgment as to the hostile work environment claim and remanded.

Ocheltree v. Scollon, 161 F.3d 3, 1998 WL 482783 (4th Cir. Aug. 11,

1998). We affirmed the district court's dismissal of Ocheltree's state

law claims because Ocheltree failed to preserve those issues on

appeal. Id.

 Upon remand, Scollon Productions filed three separate motions for

summary judgment, each of which was denied by the district court.

After the jury returned a special verdict in favor of Ocheltree for

$7,280.00 in compensatory damages and $400,000 in punitive damages, Scollon Productions filed a motion for judgment as a matter of

law, requesting the district court to set aside the jury verdict, or, in

the alternative to reduce the damages award based upon the statutory

cap on punitive and compensatory damages in 42 U.S.C.A.

§ 1981a(b)(3) (West 1994 & Supp. 2001). The district court denied

the motion to set aside the jury verdict but reduced the punitive and

compensatory damages award to a total of $50,000 pursuant to

§ 1981a(b)(3)(A). Scollon Productions filed a timely notice of appeal.

II. 

 We review de novo a district court's denial of a Rule 50 motion for

judgment as a matter of law, viewing the evidence in the light most

favorable to the non-moving party. See, e.g., Chaudhry v. Gallerizzo,

174 F.3d 394, 404-05 (4th Cir. 1999). A court should render judgment

as a matter of law when "a party has been fully heard on an issue and

there is no legally sufficient evidentiary basis for a reasonable jury to

find for that party on that issue." Fed. R. Civ. Proc. 50(a); see also

Weisgram v. Marley Co., 528 U.S. 440, 448 (2000). "While we are

compelled to accord the utmost respect to jury verdicts and tread gin-

____________________________________________________________

is met, then the company must prove that it exercised reasonable care in

preventing and promptly correcting any sexually harassing behavior.

Faragher, 524 U.S. at 807; Ellerth, 524 U.S. at 765. It also must show

that "the plaintiff employee unreasonably failed to take advantage of any

preventive or corrective opportunities provided by the employer or to

avoid harm otherwise." Faragher, 524 U.S. at 807; Ellerth, 524 U.S. at

765.

5 
gerly in reviewing them, we are not a rubber stamp convened merely

to endorse the conclusions of the jury, but rather have a duty to

reverse the jury verdict[ ] if the evidence cannot support it." Price v.

City of Charlotte, 93 F.3d 1241, 1250 (4th Cir. 1996) (internal citations omitted). "Judgment as a matter of law is proper when, without

weighing the credibility of the evidence, there can be but one reasonable conclusion as to the proper judgment." Id. at 1249 (internal quotation marks omitted).

 Title VII makes it an "unlawful employment practice for an

employer . . . to fail or refuse to hire or to discharge . . . or otherwise

discriminate against any individual with respect to his compensation,

terms, conditions, or privileges of employment, because of such individual's . . . sex." 42 U.S.C.A. § 2000e-2(a)(1). Because the workplace environment is one of the "terms, conditions, or privileges of

employment," see Meritor Savs. Bank v. Vinson, 477 U.S. 57, 64-67

(1986), Title VII creates a cause of action in favor of persons forced

to work in a hostile workplace, see id. at 66 (establishing "that a

plaintiff may establish a violation of Title VII by proving that discrimination based on sex has created a hostile or abusive work environment"). To establish sexual harassment based upon a hostile or

abusive work environment, a plaintiff is required to prove four elements: "(1) the subject conduct was unwelcome; (2) it was based on

the sex of the plaintiff; (3) it was sufficiently severe or pervasive to

alter the plaintiff's conditions of employment and to create an abusive

work environment; and (4) it was imputable on some factual basis to

the employer." Spicer v. Virginia, 66 F.3d 705, 710 (4th Cir. 1995)

(en banc); Brown v. Perry, 184 F.3d 388, 393 (4th Cir. 1999). Scollon

Productions contends that the evidence was insufficient with respect

to elements (2), (3), and (4). We need only address elements (2) and

(3).

A. 

 "Title VII does not prohibit all verbal or physical harassment in the

workplace; it is directed only at `discriminat [ion] . . . because of . . .

sex.'" Oncale v. Sundowner Offshore Serv., Inc., 523 U.S. 75 (1998).

In evaluating the "because of" prong, this court has noted that Title

VII was not intended to reach "dirty jokes or sexually-based profanity

spoken by a male supervisor to other male employees." Hopkins v.

6 
Baltimore Gas & Elec. Co., 77 F.3d 745, 749 (4th Cir. 1996). We

have further explained "that in prohibiting sex discrimination solely

on the basis of whether the employee is a man or a woman, Title VII

does not reach discrimination based on other reasons, such as the

employee's sexual behavior, prudery, or vulnerability." Id. at 751; see

also McWilliams v. Fairfax County Bd. of Supervisors, 72 F.3d 1191,

1196 (4th Cir. 1996) (refusing to recognize a Title VII hostile work

environment claim for discrimination "`because of' [the harasser's]

vulgarity and insensitivity and meanness of spirit"), abrogated on

other grounds by Oncale v. Sundowner Offshore Serv., Inc., 523 U.S.

75 (1998). As we held in Hopkins, the critical issue in evaluating Title

VII's "because of" prong is: "[W]ould the complaining employee

have suffered the harassment had he or she been of a different gender?" Hopkins, 77 F.3d at 750 (quoting Bundy v. Jackson, 641 F.2d

934, 942 n.7 (D.C. Cir. 1981)); cf. Harris v. Forklift Sys., Inc., 510

U.S. 17, 25 (1993) (Ginsburg, J., concurring) ("The critical issue,

Title VII's text indicates, is whether members of one sex are exposed

to disadvantageous terms or conditions of employment to which

members of the other sex are not exposed.").

 With respect to the vast majority of offensive conduct upon which

Ocheltree relies, the uncontested evidence demonstrates conclusively

that Ocheltree would have been exposed to the same atmosphere had

she been male. Of the catalogued offensive behavior, only three incidents were directed toward Ocheltree — the vulgar song, the bodypiercing magazine, and the sexual acts with the mannequin.3

 The

____________________________________________________________

 3 While Scollon Productions argues that the mannequin incident was

not directed at Ocheltree, there was evidence suggesting that it was

staged for her benefit and that, after she expressed her disgust, the men

began laughing. Thus, drawing all inferences in Ocheltree's favor, we

accept that the incident was directed at Ocheltree.

 The dissent also points to an incident directed at Ocheltree by Locklear, in which Locklear allegedly stated that Ocheltree should "go home

and be a housewife." (J.A. at 129); post at 25. The dissent states, "[a] jury

could reasonably see this as another piece of evidence suggesting that

Ocheltree experienced harassment because of her sex." Post at 25. This

suggestion is misplaced, in that Ocheltree's Title VII action was based

upon alleged harassment by her coworkers in the shop and by Hirsch; she

did not claim at trial or on appeal any harassment by Locklear or Scollon

7 
remainder of the conduct occurred in group settings as part of the

male workers' daily bantering toward one another and was overheard

or witnessed by Ocheltree. Cf. Hopkins, 77 F.3d at 754 ("several of

the incidents upon which Hopkins relies occurred in group settings");

White v. Federal Express Corp., 939 F.2d 157, 160 (4th Cir. 1991)

("Most of the racist incidents detailed . . . were not directed against

plaintiff . . . ."). Moreover, the uncontested evidence demonstrated

that the men's behavior did not begin or change as of the date

Ocheltree began working with Scollon Productions but had been

ongoing before she came to work for Scollon Productions.4

 (J.A. at

____________________________________________________________

— Scollon's Vice President and President — and the jury did not find

any such harassment. (J.A. at 444) (special verdict form stating

"[q]uestions relating ONLY to action of Mrs. Ocheltree's co-workers in

the shop" (emphasis added)); (J.A. at 446 ("[q]uestions relating ONLY

to the Actions of Harold Hirsch"). The dissent states that because Locklear was a corporate officer, his "actions are relevant to the ultimate

question of whether Scollon Productions can be held liable to Ocheltree

for the creation of a hostile work environment." Post at 26 n.3. Whether

the subject conduct can be imputed to Scollon Productions, however, is

a separate issue from whether Ocheltree experienced harassment because

of her sex. In any event, consideration of Locklear's comment would not

materially alter our analysis, particularly in light of the context in which

the comment was made. Ocheltree testified, "He said, `You always have

an excuse, I don't care if someone is dying in your family, you are not

to be on the phone and you must be here at work.' He also told me that

if I didn't like it there that I ought to go home and be a housewife, that

maybe I am not cut out to be here, to be at this job." (J.A. at 129.)

 4 The dissent points to testimony by Hodge and Ocheltree wherein each

stated that the atmosphere seemed to become "increasingly coarse"

throughout their employment at Scollon Productions. Post at 24 & n.2.

As the dissent notes, however, Hodge began working at Scollon Productions "several months after Ocheltree began working there," post at 24;

thus, neither Ocheltree nor Hodge could offer probative evidence regarding the atmosphere at Scollon Productions prior to Ocheltree's employment. Additionally, insofar as Hodge's and Ocheltree's testimony

supports a finding that the atmosphere at Scollon Productions became

more crude during Ocheltree's employment than it was as of the date she

was hired there is no evidence, however, that the behavior worsened or

became more crude because of Ocheltree's gender. See infra at 11. Without such evidence, the simple fact that the behavior worsened cannot

support the jury's verdict.

8 
241-42); cf. Rodgers v. Western-Southern Life Ins. Co., 12 F.3d 668,

674 (7th Cir. 1993) (court may consider "the lexicon of obscenity that

pervaded the environment of the workplace both before and after the

plaintiff's introduction into its environs" (internal quotation marks

omitted)).

 Additionally, setting aside the incidents involving the mannequin

and the vulgar song, there was no evidence demonstrating that the

offensive behavior that occurred in Ocheltree's presence was genderrelated. The discussions certainly were sexually explicit, including the

discussion regarding the body-piercing magazine, and while they

were generally degrading, humiliating, and even insulting, they were

not aimed solely at females in any way. Compare Oncale, 523 U.S.

at 80 ("We have never held that workplace harassment, even harassment between men and women, is automatically discrimination

because of sex merely because the words used have sexual content or

connotations."); Lack v. Wal-Mart, Inc., 240 F.3d 255, 258 (4th Cir.

2001) (overturning a jury verdict for lack of evidence supporting the

"because of" prong where the supervisor regularly told sexually

explicit jokes, used sexually vulgar language, and generally had an

"unabashed taste for lewd humor"), with Smith v. First Union Nat'l

Bank, 202 F.3d 234, 242 (4th Cir. 2000) ("A work environment consumed by remarks that intimidate, ridicule, and maliciously demean

the status of women can create an environment that is as hostile as an

environment that contains unwanted sexual advances."). Ocheltree

conceded that the conduct was equally offensive both to men and

women. Two of Ocheltree's male coworkers, Steve Zouras and John

Riddle, complained to management about the other workers' behavior. Cf. Lack, 240 F.3d at 262 ("Lack fails to come to grips with the

fact that female employees (including his original co-plaintiff Susan

Willis) also lodged similar complaints regarding Bragg's behavior.

This fact undercuts Lack's claim to a substantial extent."); id. ("In its

totality, the evidence compels the conclusion that Bragg was just an

indiscriminately vulgar and offensive supervisor, obnoxious to men

and women alike."). Ocheltree testified that there was never any suggestion that she engage in sexual relations with anyone at the plant,

that she was not frightened by any of the behavior, that nobody

touched her in a sexual or threatening manner, and that none of the

comments were related in any manner to her appearance. (J.A. at

147); cf. Hartsell v. Duplex Prod., Inc., 123 F.3d 766, 773 (4th Cir.

9 
1997) ("There is no allegation that Hartsell was inappropriately

touched, propositioned, flirted with, taunted, or even ogled."). Also of

significance is the fact that the vulgarities alleged here, including

"mother f----r," "faggot," "d--k head," "p-ssy," "blow job," and "ass,"

(J.A. at 35-36), are not "unambiguous [gender] epithet[s]," Spriggs v.

Diamond Auto Glass, Inc., 242 F.3d 179, 185 (4th Cir. 2001), such

that it would be reasonable to assume that they were animated by gender bias.5

 The dissent disputes this final point, claiming that many of

the sexually-explicit conversations portray women as "sexually subordinate" to men. Post at 28. We cannot agree that the evidence supports such a characterization; the conversations simply depict— in

graphic and crude terms — heterosexual sex, including oral sex.

Indeed, the conversations depict the sexual prowess of females at

least to the same extent as they do males.

 To demonstrate that the harassment was directed at her because of

her gender, Ocheltree relies upon the testimony of Hodge, in which

he stated that he believed the men acted the way they did to "bother"

Ocheltree. (J.A. at 202.) Hodge conceded, however, that his testimony

regarding the motivation for the conduct was pure speculation.6

 Additionally, even if the alleged harassers were intending to bother

Ocheltree, there is no evidence that those participating in the offensive conduct were attempting to bother her because of her gender. On

the evidence presented, the jury would not be permitted to make the

inferential leap that Ocheltree's gender motivated the men's offensive

behavior. As noted above, the uncontroverted evidence demonstrated

that the men engaged in the same type of behavior before Ocheltree

____________________________________________________________

 5 The fact that some of the vulgarities are profane references to each

gender's various body parts does not render them inherently abusive or

disparaging on account of gender. If that were true, sexually explicit conversations involving obscene terms would invariably constitute genderrelated discrimination, a result that we have rejected. Lack v. Wal-Mart,

Inc., 240 F.3d 255, 262 n.8 (4th Cir. 2001) ("Facially sexual remarks

must be evaluated according to their common usage—however vulgar

the usage may be.").

 6 In concluding that Hodge testified to a permissible "inference" instead

of objectionable speculation, post at 29 n.4, the dissent conveniently

ignores the precise language used by Hodge. (J.A. at 202 ("Now, that is

just speculation . . . .").)

10 
began working at Scollon Productions, continued to engage in the

behavior around the other men while Ocheltree worked there, and that

several other men found the behavior equally offensive.

 Hodge also testified that the behavior worsened after Ocheltree

complained about the behavior at a meeting, which Ocheltree contends is evidence that the sexually explicit behavior was motivated by

gender. Notably lacking, however, was evidence demonstrating that

after Ocheltree complained, the offensive behavior worsened only

toward her, as opposed to worsening toward all employees. Indeed,

from Hodge's testimony, one can only conclude that the behavior

worsened for all employees and was equally offensive to men and

women alike. Accordingly, giving Ocheltree the benefit of all permissible inferences, none of the offensive behavior catalogued by

Ocheltree was directed at her because of her gender, save the vulgar

song and the simulated sex with the mannequin, which arguably could

be construed as gender-related harassment, in that both could be perceived as particularly demeaning towards women or as veiled sexual

propositions. Assuming, without deciding, that these two incidents

constitute gender-related harassment, we next consider whether the

incidents were so severe or pervasive as to have altered the terms of

Ocheltree's employment.

B. 

 In analyzing the third element of a hostile work environment claim,

this court has emphasized that "[n]ot all sexual harassment that is

directed at an individual because of his or her sex is actionable."

Hartsell, 123 F.3d at 772 (internal quotation marks omitted). "The

occasional vulgar banter, tinged with sexual innuendo, of coarse or

boorish workers would be neither pervasive nor offensive enough to

be actionable. The workplace that is actionable is the one that is hellish." Perry v. Harris Chernin, Inc., 126 F.3d 1010, 1013 (7th Cir.

1997) (internal quotation marks and citation omitted).

 When presented in other Title VII cases with the type of isolated,

scattered incidents that are at issue here, we repeatedly have held that

the conduct was not sufficiently severe or pervasive as a matter of

law. See, e.g., Hartsell, 123 F.3d at 773 ("But the claims propounded

by Hartsell — even assuming them all to be true — are so trivial, so

11 
isolated, and so far from the paradigmatic case of sexual harassment,

that summary judgment was clearly appropriate."); Hopkins, 77 F.3d

at 754 (listing cases involving infrequent, isolated incidents in which

we have held that harassment was not severe or pervasive as a matter

of law). Thus, we have no difficulty concluding that the two arguably

gender-related incidents directed at Ocheltree during the year and a

half that she was employed at Scollon Productions were not severe or

pervasive for purposes of Title VII. Having failed to introduce sufficient evidence establishing the third element of Ocheltree's hostile

work environment claim, the claim is not cognizable as a matter of

law. Accordingly, the district court erred by refusing to grant judgment as a matter of law in favor of Scollon Productions.7

C. 

 The dissent agrees that the gender-based conduct identified in Part

A is insufficient, as a matter of law, to create a hostile or abusive

work environment under this circuit's jurisprudence. Post at 22. The

dissent further agrees "that much of the sexual talk Ocheltree heard

— vulgar though it may be — cannot be seen as disproportionately

demeaning to women." Post at 33-34. The dissent concludes, however, that "Ocheltree's coworkers' constant descriptions of their sexual exploits, including their near-obsessive interest in discussions of

oral sex," post at 34, constitute gender-based harassment and that,

upon considering these conversations, the evidence was sufficient to

support the jury's verdict. In so concluding, the dissent relies principally upon the shock value of the salacious conduct.8

 However well-

____________________________________________________________

 7 Because we conclude that the gender-based conduct was not sufficiently severe or pervasive for Ocheltree to establish a prima facie case

of sexual harassment under Title VII, we do not reach the questions of

whether the conduct could be imputed to Scollon Productions or whether

Scollon Productions is entitled to operation of the Faragher/Ellerth affirmative defense. Faragher, 524 U.S. at 807; Ellerth, 524 U.S. at 765.

 8 The dissent states that a detailed recitation of every aspect of the

crude and offensive behavior that took place at Scollon is necessary to

a proper analysis. Post at 23. It then goes on, however, to conclude that

"much of" the detailed behavior cannot be viewed as gender-based discrimination in this case. Post at 33. Thus, one questions whether the

detailed description genuinely is required for a proper legal analysis.

12 
intentioned the dissent's analysis may be, it ignores or substantially

discounts controlling circuit and Supreme Court Title VII jurisprudence and relies upon a number of flawed premises, warranting a

somewhat extended response.

 The crux of the dissent's analysis relies on the premise that

"[c]ourts have . . . recognized that harassing conduct can be `because

of sex' even when the conduct `is not directed at a particular individual or group of individuals, but is disproportionately more offensive

or demeaning to one sex.'" Post at 31 (quoting Robinson v. Jacksonville Shipyards, Inc., 760 F. Supp. 1486, 1522-23 (M.D. Fla. 1991)).

It then states that a Title VII plaintiff can demonstrate that conduct

is gender-based by showing that the "environment was more hostile

to her because of her sex than it would have been to a man." Post at

32. Despite the dissent's protestations to the contrary, such an analytical framework defines "discriminat[ion] . . . because of . . . sex"

exclusively by reference to the potential unintended effects of offensive conduct on a particular gender, without regard to the motivation

for, or intent underlying, the offensive conduct.9

 Whatever merit this

approach might have, it is diametrically opposed to the construction

that has been given to the phrase "discriminat [ion] . . . because of . . .

sex" throughout Title VII sexual harassment jurisprudence.10 Oncale,

____________________________________________________________

 9 Title VII prohibits intentional sex discrimination as well as discrimination that has a disparate impact on a particular sex. Sexual harassment

is a "distinct . . . form" of intentional sex discrimination. DeClue v. Central Illinois Light Co., 223 F.3d 434, 437 (7th Cir. 2001); see also

Ellerth, 524 U.S. at 756 ("Sexual harassment under Title VII presupposes

intentional conduct."). Ocheltree litigated this case only as a sexual

harassment case and not as a disparate impact case. DeClue, 223 F.3d at

437; supra at 4.

 10 By misapprehending the nature of the "discriminat[ion] . . . because

of . . . sex" inquiry, the dissent incorrectly assumes that the question of

whether Ocheltree "would have been exposed to the same atmosphere

had she been male" is somehow distinct from the question of "`whether

members of one sex are exposed to disadvantageous terms or conditions

of employment to which members of the other sex are not exposed.'"

Post at 32 (quoting Harris v. Forklift Sys., Inc., 510 U.S. 17, 25 (1993)

(Ginsburg, J., concurring)). As the above-cited cases make clear, however, there is no material difference between the two questions; once the

13 
523 U.S. at 79, 80 (examining the question of what "discriminat[ion]

. . . because of . . . sex" means and focusing on the harasser's motivation for the offensive conduct, and thus reaffirming that the critical

issue is discriminatory intent); Lack, 240 F.3d at 261 (asking whether

offensive comments were "animated by Bragg's hostility to Lack as

a man"); Smith v. First Union Nat'l Bank, 202 F.3d 234, 242 (4th Cir.

2000) ("An employee is harassed or otherwise discriminated against

`because of' his or her gender if, `but for' the employee's gender, he

or she would not have been the victim of the discrimination." (citing

Wrightson v. Pizza Hut of America, Inc., 99 F.3d 138, 142 (4th Cir.

1996)); Succar v. Dade Co. Sch. Bd., 229 F.3d 1343, 1345 (11th Cir.

2000) (reiterating that harassment is "because of" gender only when

the harassment is motivated by gender); Green v. Administrators of

the Tulane Educ. Fund, 284 F.3d 642, 659 (5th Cir. 2002) (approving

a jury instruction that stated that jury must find that gender was the

"but for" cause of the harassing conduct); Williams v. General

Motors, Corp., 187 F.3d 553, 565 (6th Cir. 1999) (ruling that a plaintiff must show that "but for the fact of her sex, she would not have

been the object of harassment" (citation omitted)); see also DeClue v.

Central Illinois Light Co., 223 F.3d 434, 437 (7th Cir. 2001) (discussing distinction between sexual harassment hostile work environment

claim and a sexual discrimination disparate impact claim); Gillming

v. Simmons Indus., 91 F.3d 1168, 1171-72 (8th Cir. 1996) (affirming

a jury instruction that required the jury to find that the harassing acts

____________________________________________________________

former has been answered in the negative, the latter necessarily also has

been answered in the negative. Wrightson v. Pizza Hut of America, Inc.,

99 F.3d 138, 142 (4th Cir. 1996) ("An employee is harassed or otherwise

discriminated against `because of' his or her sex if, `but-for' the employee's sex, he or she would not have been the victim of the discrimination."); Hopkins, 77 F.3d at 750 (opinion of Niemeyer, J.) (citing Bundy

v. Jackson, 641 F.2d 934, 942 n.7 (D.C. Cir. 1981) ("the question is one

of but-for causation: would the complaining employee have suffered the

harassment had he or she been of a different gender")). Nor can we

accept credit for "commit[ting] this court to a course" that focuses on the

alleged harasser's motivations rather than the unintended consequences

of his actions. Post at 36. To the contrary, this course long ago was set

out by the Supreme Court and prior panels of this court, and it is our duty

to apply the well-established analytical framework to the facts before us,

regardless of how unsavory those facts may be.

14 
were intentional and motivated by gender); EEOC Comp. Manual

(CCH) §615.2(b)(3) (1987) ("[T]he crucial inquiry is whether the

harasser treats a member or members of one sex differently from

members of the other sex."); see generally David S.

Schwartz, When is Sex Because of Sex? The Causation Problem in

Sexual Harassment Law, 150 U. Pa. L. Rev. 1697, 1772-74 (2002)

(concluding that use of an "effects" test or a disparate impact test, as

opposed to a motivation test, is improper when evaluating a sexual

harassment claim).

 Moreover, the dissent fails to explain persuasively how its analysis

comports with that set forth in Lack, wherein we explicitly rejected

the argument that sexually explicit jokes and sexually vulgar language

directed at, and offensive to, both genders constitute discrimination

because of sex. Lack, 240 F.3d at 258 (addressing a set of sexually

vulgar remarks comparable to the type and number of those at issue

here); see also Hopkins, 77 F.3d at 749 (stating that Title VII does not

reach "dirty jokes or sexually-based profanity spoken by a male

supervisor to other male employees."). In so holding, we relied on the

fact that Lack had not introduced any evidence, comparative or otherwise, of gender-based discrimination. Lack, 240 F.3d at 262 ("Lack,

however, failed to offer such evidence — or any other basis for a jury

to conclude that Bragg's conduct was not just sexually tinged harassment, but was instead harassment because of sex."). Accordingly, far

from being "a logical extension" of Title VII principles, the dissent's

analysis sharply diverges from well established case law in the

Supreme Court and in virtually every circuit, including this one.

 We do not dispute, of course, that sexually explicit banter can, in

some circumstances, constitute gender-based discrimination, but the

inquiry is always whether "but for" the plaintiff's gender, the harassment would not have occurred — not whether "but for" the plaintiff's

gender, she would have felt discriminated against, irrespective of the

harasser's motivation. Ocheltree has presented no legally sufficient

evidence demonstrating that her gender motivated the men's sexually

explicit conduct and conversations (save, perhaps, the mannequin and

vulgar song incidents discussed above, supra at 9); i.e., no evidence

demonstrating that she would not have been exposed to the same

offensive behavior had she been male. Thus, she has not proven that

15 
the sexually explicit behavior upon which the dissent relies constitutes gender-based discrimination.11

 The dissent's contrary conclusion is premised not only upon an

improper analytical framework but also upon an overly rigid view

regarding the significance of the fact that the offensive discussions

were sexual in content. The dissent would have us adopt a rule that

conversations between males about their heterosexual activities in the

presence of a female virtually always constitute sex-based harassment

because, according to the dissent's characterization, these conversations depict women as "sexually subordinate to men."12 As the Court

____________________________________________________________

 11 To the extent the dissent would have us rely exclusively on the

effects of the offensive behavior that took place at Scollon Productions,

it notably avoids discussing the lack of any allegation or evidence that

Ocheltree's work or productivity was affected negatively by the conduct

or that Ocheltree ever sought to be transferred to another area of Scollon

Productions where other women worked. In fact, she testified that, even

with consideration of the offensive conduct, she "loved" her job. (J.A. at

114.)

 Also significant to any "effects" inquiry is Ocheltree's failure to mention the ongoing harassment to Scollon or Locklear, particularly in light

of her previous experience involving a complaint about offensive behavior. In June 1994, shortly after Ocheltree was hired, Steve Zouras, one

of Ocheltree's coworkers, reported to Scollon that another employee had

told a sexually explicit joke to Ocheltree and that she was offended by

the joke. Locklear asked Ocheltree about the incident, and she confirmed

it. The offending employee immediately was fired. Ocheltree acknowledged that, from Scollon and Locklear's handling of this complaint, she

was aware that Scollon or Locklear would redress her grievance if notified of the behavior. Ocheltree testified that she saw Scollon once a week

in the production shop and Locklear more than once a week. Yet,

Ocheltree never notified either that the offensive behavior was continuing or worsening. Supra at 3-4 (noting that Ocheltree indicated a desire

to speak with Scollon and Locklear but never informed either about the

nature of her complaint).

 12 The dissent asserts that it does not suggest that conversations about

heterosexual behavior are automatically demeaning to women but that

the "tone" and "tenor" of the conversations must be evaluated to determine whether gender-based discrimination exists. Nevertheless, it cites

only the frequency and the sexual content of the conversations in support

16 
stated in Oncale, however, "[w]e have never held that workplace

harassment, even harassment between men and women, is automatically discrimination because of sex merely because the words used

have sexual content or connotations." Oncale, 523 U.S. at 80; see also

id. at 81 ("[Title VII] does not reach genuine but innocuous differences in the ways men and women routinely interact with members

of the same sex and of the opposite sex."). Rather, the motivation for

the harassment must be evaluated in light of "the social context in

which particular behavior occurs and is experienced by its target." Id.

at 81. Here, an examination of the relevant context involves an

acknowledgment that the offensive conduct took place in a costume

production shop where public access is controlled, not a church

office, retail shop, bank, or professional office.13 In fact, were we to

adopt the dissent's rhetoric and hold that harassment inevitably is

because of sex whenever "a workplace is suffused with representations of women as sexual objects," one wonders how any business

that deals routinely with sexually explicit content would escape Title

VII liability.

 Also incorrect is the assumption pervading the dissent that women

are more insulted and demeaned by sexual banter about heterosexual

sex, and particularly discussions of oral sex, than are men.14 This

____________________________________________________________

of its conclusion that many of the discussions that took place at Scollon

Productions constituted gender-based harassment. Post at 34. The dissent

seems to suggest a rule whereby a reviewing court would affirm a finding of gender-based discrimination once a certain number of conversations about heterosexual behavior occur in the workplace in the presence

of a female. Thus, Title VII would become a workplace code for "gentlemanly conduct" in the presence of women.

 13 This fact is significant to a proper contextual analysis because in an

environment, like the production shop where public access is controlled

offensive behavior among the workers may be more prevalent than it

otherwise would be in an environment easily accessible by the public.

We do not hold or intimate, as the dissent suggests, that "women in blue

collar jobs must put up with conduct that women who work in banks or

professional offices need not tolerate." Post at 39 n.8.

 14 The dissent also fails to explain why, if women are inevitably

demeaned by conversations about heterosexual sex, men would not have

felt equally demeaned or harassed by the graphic conversations about

homosexual sex that took place at Scollon Productions.

17 
assumption is paternalistic and contrary to Title VII itself. The Fifth

Circuit has cautioned against formulating Title VII jurisprudence

against the backdrop of such outdated stereotypes, stating:

A hostile environment claim embodies a series of criteria

that express extremely insensitive conduct against women,

conduct so egregious as to alter the conditions of employment and destroy their equal opportunity in the workplace.

Any lesser standard of liability, couched in terms of conduct

that sporadically wounds or offends but does not hinder a

female employee's performance, would not serve the goal of

equality. In fact, a less onerous standard of liability would

attempt to insulate women from everyday insults as if they

remained models of Victorian reticence. A lesser standard of

liability would mandate not equality but preference for

women: it would create incentives for employers to bend

over backwards in women's favor for fear of lawsuits. Now

that most American women are working outside the home,

in a broad range of occupations and with ever-increasing

responsibility, it seems perverse to claim that they need the

protection of a preferential standard. The careful, heightened

phrasing of a hostile environment claim, enforceable where

working conditions have palpably deteriorated because of

sexually hostile conduct, aims to enforce equality, not preference.

DeAngelis v. El Paso Mun. Police Officers Ass'n, 51 F.3d 591, 593

(5th Cir. 1995). Similarly, feminist literature recognizes that eliminating sexual content in the workplace is not a viable or valuable goal

of hostile work environment jurisprudence and that working women

can be, and usually are, as comfortable as are men with sexually

explicit conduct and conversations. Vicki Schultz, Reconceptualizing

Sexual Harassment, 107 Yale L.J. 1683, 1794 (1998) ("Sexuality

should not be conceptualized solely as a sphere of gender domination,

but also as a potential arena of women's empowerment."); id. at 1791-

92 ("[F]eminism receives a bad rap when workers are fired in the

name of a feminist-inspired cause of action for merely talking about

sex . . . . [S]uch firings may sow the seeds of backlash against protecting women from genuinely harmful forms of hostile work environment harassment."); Barbara Gutek, Sex and the Workplace: The

18 
Impact of Sexual Behavior and Harassment on Women, Men, and

Organizations 143 tbl.2 (1985) (showing that, even though 28% of a

random sample of women working in male-dominated workplaces

experienced frequent sexual talk or joking, a very minor percentage

of those sampled considered sexual harassment to be a major problem

at work); Ellen Carol DuBois & Linda Gordon, Seeking Ecstasy on

the Battlefield: Danger and Pleasure in Nineteenth-Century Feminist

Sexual Thought, in Pleasure and Danger: Exploring Female Sexuality

31, 32-39 (Carol S. Vance ed., Pandora Press 1992) (discussing how

19th-century "social purity" feminists' emphasis on sexuality as a

realm of danger and oppression for women replicated sexist and classist tendencies within wider society to separate women into those

deserving of protection and those deserving of condemnation); cf.

Carlin Meyer, Sex, Sin and Women's Liberation, 72 Tex. L. Rev.

1097, 1119-20 (1994) (noting that, in the context of pornography regulation, "[j]udges, juries, and most members of the public are likely

to find most explicit and `deviant' sexual depictions repell[e]nt and

view as degrading not only sexual portrayals that descriptively,

humorously, playfully, or ironically depict subordinated women, but

also those that are explicitly intended to challenge that subordination").

 Because we view all facts and inferences in favor of Ocheltree, we

have not relied on evidence regarding Ocheltree's participation in the

offensive conduct, which, for the most part, she generally denied, to

evaluate the sufficiency of the evidence to support the jury's verdict.

Nevertheless, to place in context the dissent's description of the environment at Scollon Productions, we note there is substantial evidence

that Ocheltree does not fit the dissent's model of femininity. Several

witnesses testified that they heard Ocheltree talk about her "pet name"

for her husband's penis and other sexual matters. (J.A. at 239-40,

278.) These witnesses also testified that Ocheltree brought a picture

of herself to work in which she was dressed in a bikini and asked a

co-worker if he thought it was sexy. One coworker testified that

Ocheltree brought a picture into work of a wall upon which her husband had written her name in urine. The coworker also testified about

an occasion when two other workers were discussing whether to "use

six or eight inch domes" to construct the head of one of the costumes,

and Ocheltree "volunteer[ed] that she was not interested in six or

eight inches because she had twelve inches waiting for her at home."

19 
(J.A. at 240, 343.) With respect to the body-piercing book, a coworker

testified that Ocheltree voluntarily looked at the book "by herself"

while on break.15 (J.A. at 343.) This evidence would suggest that

Ocheltree was not any more sensitive to vulgarity than some of her

male counterparts. Thus, in concluding that "a reasonable woman"

would be more offended and demeaned by sexually explicit conversations than a man, the dissent adopts the very stereotypes that Title VII

was designed to eradicate.

 In sum, the dissent misapprehends the controlling law, ignores the

context in which the offensive behavior took place, and attempts to

transmute Title VII into a neo-Victorian chivalry code designed to

protect what the dissent imagines to be the tender sensitivities of contemporary women. Such a requirement of preferential and paternalistic treatment would be a strange interpretation of statutory language

that demands equality. For the above-stated reasons, we are constrained to reject the dissent's overly broad conception of when

harassment constitutes "discriminat[ion] . . . because of . . . sex" in

a hostile work environment claim.

D. 

 Finally, in response to the dissent's repeated assertions that we

have not given proper deference to the jury's verdict, it bears mention

that the jury should not have been given the opportunity to consider

Ocheltree's claim because, as a matter of law, the evidence of sexual

harassment was insufficient to submit the claim to the jury. The fact

that the claim was improperly submitted to the jury does not allow us,

as the dissent suggests, to affirm the jury's verdict on the basis of evidence that is legally insufficient to support the verdict. Our holding

in this regard is neither novel nor exceptional; we consistently have

granted judgment as a matter of law when presented in other Title VII

cases with conduct of the type alleged by Ocheltree. See, e.g., Lack,

240 F.3d at 258, 262 (overturning a jury verdict on similar evidence

presented here); Hartsell, 123 F.3d at 768-69, 772-73 (concluding that

____________________________________________________________

 15 Ocheltree testified that she told her husband about the offensive conduct, and he told her "well, it is a male atmosphere, just suck it up." (J.A.

at 114, 154.) She also testified that she used the "f—-" word, but not "in

a sexual way." (J.A. at 130.)

20 
Hartsell was not entitled to proceed to trial when coworker referred

to Hartsell as a "mini-van driving mommy," and made comments

such as "[W]hy don't you go home and fetch your husband's slippers

like a good little wife, that's exactly what my wife is going to do for

me," and "We've made every female in this office cry like a baby. We

will do the same to you."); Dwyer v. Smith, 867 F.2d 184, 187-88 (4th

Cir. 1989) (affirming directed verdict in Title VII case despite evidence that female police officer was subjected to pornographic material placed in her station mailbox and to fellow officers' sexually

explicit conversations); Hopkins, 77 F.3d at 751 (noting that "because

of . . . sex in Title VII does not mean because of the victim's . . . vulnerability to sexually-focused speech or conduct" (internal quotation

marks omitted)); see also Baskerville v. Culligan Int'l Co., 50 F.3d

428, 430 (7th Cir.1995) ("The concept of sexual harassment is

designed to protect working women from the kind of male attentions

that can make the workplace hellish for women . . . . It is not designed

to purge the workplace of vulgarity."). To the extent the dissent would

have us employ a more lenient standard due to the extremely distasteful nature of the facts of this case, we agree that there exists "a profound difference in our respective approaches to reviewing a jury

verdict." Post at 42.

III. 

 Regardless of how repulsive we find the behavior to have been during and before Ocheltree's employment with Scollon Productions, we

are compelled to conclude that the conduct does not give rise to an

actionable claim for sexual harassment under Title VII. As we stated

in Hopkins: "While we do not approve of [the plaintiff's co-worker's]

apparent willingness to offend and provoke employees with his

ambiguously sexual innuendoes, Title VII was not designed to create

a federal remedy for all offensive language and conduct in the workplace . . . ." Hopkins, 77 F.3d at 754. "There perhaps `ought to be a

law against' . . . puerile and repulsive workplace behavior . . . in order

to protect the victims against its indignities and debilitations, but . . .

Title VII is not that law." Id. at 752 (quoting McWilliams, 72 F.3d at

1196). "Ultimately . . . our role as courts is limited to faithfully interpreting the statutes enacted by the Congress and signed into law by

the President," Wrightson, 99 F.3d at 144, and Title VII was not

enacted as a workplace code for "gentlemanly conduct" or chivalry.

21 
Thus, we conclude that the district court erred by denying Scollon

Productions's motion for judgment as a matter of law, and we reverse

and remand for the district court to enter judgment in favor of Scollon

Productions.16

REVERSED AND REMANDED WITH INSTRUCTIONS 

MICHAEL, Circuit Judge, dissenting in part and concurring in the

judgment in part:

 Over the objections of Lisa Ocheltree's counsel, the district court

directed a jury of four men and four women to answer a detailed set

of special interrogatories about Ocheltree's sexual harassment claim

against Scollon Productions, Inc. The jury answered every question

in Ocheltree's favor and awarded her compensatory damages of

$7,280 and punitive damages of $400,000. (The district court later

reduced the punitive damages to $42,720, bringing the total judgment

against the company in line with the $50,000 cap imposed by 42

U.S.C. § 1981a(b)(3)(A).) Today, the majority reverses the entire

judgment. It concludes that Ocheltree suffered (at most) only two

incidents of harassment that were sex based: the vulgar song and the

incident when Ocheltree's coworker performed simulated oral sex on

a mannequin. It then concludes that, as a matter of law, these two

incidents spaced over the eighteen-month period when Ocheltree

worked at Scollon Productions were insufficient to create a hostile or

abusive work environment. I agree that, under our precedents, the

jury's verdict could not stand if the two incidents identified by the

majority were the only evidence of sex-based harassment in the

record. I believe, however, that the majority's conclusion rests on

both an overly narrow conception of when harassment is "because of

sex" and a failure to read the trial evidence in the light most favorable

to Ocheltree. I would uphold the jury's decision that Ocheltree was

subjected to a hostile work environment because of her sex. Because

I would also hold that Scollon Productions had constructive knowledge of the harassment and failed to take effective remedial action,

____________________________________________________________

 16 Insofar as we conclude that Ocheltree failed to establish the essential

elements of a sexual harassment claim, we likewise reverse the district

court's denial of Scollon Productions's motion to set aside the jury's

award of punitive damages.

22 
I respectfully dissent from the majority's decision to reverse the

award of compensatory damages. I concur (with some reluctance) in

the majority's judgment that the punitive damages award must be

reversed.

I. 

 Title VII does not protect workers against all forms of verbal and

physical harassment in the workplace. It protects only against conduct

that is (1) unwelcome, (2) because of sex, and (3) "sufficiently severe

or pervasive to alter the plaintiff's conditions of employment and to

create an abusive work environment." Anderson v. G.D.C., Inc., 281

F.3d 452, 458 (4th Cir. 2002) (internal quotation marks and citation

omitted). In addition, a plaintiff who establishes that her work environment was abusive can only recover if there is some basis on which

responsibility for the abusive environment can be imputed to her

employer.

 In reviewing the district court's denial of Scollon Productions's

motion for judgment as a matter of law, the first question is how

much of the conduct complained of by Ocheltree could be seen by a

reasonable jury as "because of sex." Once the truly sex-based conduct

has been identified, the second question is whether that conduct could

be seen by a reasonable jury as sufficiently severe or pervasive to

create an abusive work environment. My problem with the majority's

analysis is its answer to the first question. I believe that a reasonable

jury could identify a much greater amount of the alleged harassment

as sex based than the majority would allow. Once the first question

is answered properly, a reasonable jury could regard the sex-based

conduct complained of by Ocheltree as sufficiently severe or pervasive to create an abusive work environment.

 Because I believe that a more detailed and explicit account of the

trial evidence is needed to determine how much of the conduct complained of by Ocheltree could reasonably be seen as sex based, I

begin my analysis by supplementing the majority's account of the evidence concerning Ocheltree's work environment. Much of what I add

is raw, but without it the evidence is not presented in the light most

favorable to Ocheltree.

23 
 Lisa Ocheltree began working in the production shop at Scollon

Productions in February 1994. She was the only female employee in

the shop, working alongside "ten or eleven" men. J.A. 110. In contrast, at least twenty women were employed in the "sewing room production area." J.A. 312.1

 Ocheltree testified that the atmosphere in the

production shop was "fun" and "friendly" when she first began to

work there, but that over the course of the first year of her employment, sexual banter and sexual conduct of other sorts began to occur

with increasing frequency. J.A. 111, 113. Her testimony was seconded by Brian Hodge, who started working in the production shop

several months after Ocheltree began working there. Hodge testified

that the atmosphere seemed okay to him initially but that over time

the work environment became increasingly coarse. J.A. 199-200.2

Ocheltree recounted several specific incidents of harassment, the

three most prominent of which (the vulgar song, the oral-sex-on-themannequin incident, and the body-piercing book incident) are summarized by the majority.

 The three incidents mentioned by the majority bear recounting here

as part of the whole picture facing Ocheltree. On one occasion a male

coworker went up to Ocheltree and sang the following song to her

"like he was in the opera": "Come to me, oh, baby come to me, your

breath smells like c[o]m[e] to me." J.A. 115. To Ocheltree's chagrin

the men in the production shop expressed their enjoyment of the incident with much laughter. Id. On another occasion when Ocheltree

____________________________________________________________

 1 The record does not indicate whether other women worked in the production shop either before or after the period when Ocheltree worked

there.

 2 The majority points to uncontested evidence that the atmosphere in

the production shop was essentially the same before Ocheltree began

working there as it was at the beginning of her employment. Ante at 8.

This is irrelevant. The crucial point is this: Ocheltree's evidence established that the behavior she complained of worsened at some point after

her arrival, and it became still more objectionable in the wake of her

complaints. This evidence supports Ocheltree's claim that the harassing

behavior was targeted at her as the only female in the production shop,

thus belying the majority's assertion that the jury heard uncontested evidence that Ocheltree "would have been exposed to the same atmosphere

had she been male." Ante at 7.

24 
arrived at work and proceeded to the time clock, two coworkers were

positioned at a nearby mannequin. One was pinching the mannequin's

nipples, and the other was on his knees simulating oral sex on the

mannequin. Ocheltree said to the men, "You guys are disgusting. This

needs to stop." As she turned to leave the room, she heard laughter

in the background. J.A. 115-17. On the third occasion Ocheltree was

seated at her work station, and some of her coworkers were looking

at a book that contained pictures of men with pierced genitalia. One

coworker took the book, approached Ocheltree, and opened the book

to the centerfold photograph showing a man's crotch area. The scrotum was pierced with hoops, and there were chains running up to the

top of the penis. The coworker, with his male colleagues looking on,

said, "Lisa, what do you think about this?" Again, this generated

laughter from the men in the shop. J.A. 117-18.

 Ocheltree also presented evidence, not discussed by the majority,

of other incidents that could reasonably be seen as sex-based harassment. Brian Hodge testified that some of the men who worked in the

production shop would "often fondle" the mannequin as they walked

by, J.A. 200, and that "anytime [Ocheltree] was walking by just about

they would do something sexual to the mannequin in front of her just

because they knew it bothered her," J.A. 202. In addition, Ocheltree

testified that Ellery Locklear, vice president of Scollon Productions,

berated her for using the phone to check in on her son, who was at

home recovering after breaking his tail bone in two places. (Apparently, Ocheltree's call violated the company's telephone usage policy.) According to Ocheltree, Locklear told her, "I don't care if

someone is dying in your family, you are not to be on the phone and

you must be here at work." J.A. 129. Ocheltree claims that Locklear

then said that if she did not like that rule, she ought to go home and

be a housewife because she was not cut out for her work at Scollon

Productions. Id. A jury could reasonably see this as another piece of

evidence suggesting that Ocheltree experienced harassment because

of her sex. Cf. Hartsell v. Duplex Prods., Inc., 123 F.3d 766, 773 (4th

Cir. 1997) (characterizing question to plaintiff about "whether she

would be a `mini van driving mommy' or `be a salesperson and play

with the big boys'" and statement that the plaintiff should "`go home

25 
and fetch [her] husband's slippers like a good little wife'" as "logically attributable" to the plaintiff's gender).3

 Then there is the matter of the sexual banter that Ocheltree claims

occurred on a daily basis. The majority describes this banter in only

the most general terms, but the majority's reticence blunts the force

of Ocheltree's case. I will therefore present, in the light most favorable to Ocheltree, an account of the running sexual commentary in the

production shop.

 Ocheltree presented evidence of several different kinds of inappropriate and unprofessional sexual remarks in her workplace that she

views as evidence of sex-based harassment. One category is simply

the extensive use of profanity, with many of the words sexually

tinged: motherfucker, fuck, faggot, dickhead, pussy, ass, and the like.

A second category involves Ocheltree's male coworkers' use of

explicitly sexual insults to needle each other. For example, Ocheltree

testified that "[g]uys would make hand gestures down at their private

parts and tell other guys to suck it." J.A. 113. Coworkers sometimes

suggested that various male employees were involved in homosexual

relationships and that one employee was having sex with a dog. A

third category, and the one that strikes me as most significant, is

Ocheltree's evidence that her coworkers constantly discussed their

sexual exploits with their wives and girlfriends in extremely graphic

terms. Ocheltree testified that her coworkers would regularly talk

about their sexual experiences of the night before "as to that she swallowed, she gave good head, that I fucked her all night long," etc. J.A.

118. One employee related that his girlfriend "gave good head and

that she likes to swallow, that she liked it from behind, that she would

do it anywhere with him." J.A. 120. He further said that she "could

____________________________________________________________

 3 The majority criticizes my reliance on this incident on the ground that

the special interrogatories submitted to the jury were limited to questions

about the conduct of Harold Hirsch, the shop supervisor, and Ocheltree's

coworkers. Ante at 7-8 n.3. Yet Locklear was the vice-president of the

company, and his actions are relevant to the ultimate question of whether

Scollon Productions can be held liable to Ocheltree for the creation of a

hostile work environment. See Andrade v. Mayfair Mgmt., Inc., 88 F.3d

258, 261 (4th Cir. 1996) (stating that harassing behavior by a corporate

officer will be deemed that of the employer).

26 
suck a golf [ball] through a garden hose." J.A. 120. In his testimony,

Brian Hodge recounted how one of the employees in the production

area often "would speak of [his wife] sucking his dick and swallowing

and letting it run down the side of her face and stuff." J.A. 200.

Ocheltree testified that she heard remarks along these lines "every

day." J.A. 120. Hodge also testified that he heard such remarks on a

daily basis. J.A. 204. Finally, Ocheltree testified that on one occasion,

shop supervisor Harold Hirsch said that he was interested in and

enjoyed having sex with young boys and that Hirsch's comments

were "purposefully said in front of [her] because [Hirsch and two

other production shop employees] enjoyed looking at [her] and seeing

[her] reaction." J.A. 119.

 Having set out more fully the evidence concerning Ocheltree's

workplace environment in the light most favorable to her, I turn to the

question of whether and to what extent the objectionable conduct was

sex based. Under the Supreme Court's Oncale decision the proper

question is "`whether members of one sex are exposed to disadvantageous terms or conditions of employment to which members of the

other sex are not exposed.'" Oncale v. Sundowner Offshore Servs.,

Inc., 523 U.S. 75, 80 (1998) (quoting Harris v. Forklift Sys., Inc., 510

U.S. 17, 25 (1993) (Ginsburg, J., concurring)). The majority acknowledges, at least for the sake of argument, that a reasonable jury could

regard the vulgar song and the incident involving simulated oral sex

on the mannequin as sex based because they could be seen as "particularly demeaning towards women or as veiled sexual propositions."

Ante at 11. It then reasonably concludes that two incidents over the

space of eighteen months are insufficient as a matter of law to constitute an abusive work environment. I suspect that the majority would

hold that even if a reasonable jury could regard the body-piercing

book incident, the various mannequin fondling incidents described by

Hodge, and Locklear's comment that Ocheltree should go home and

be a housewife as sex based, the sum total of these incidents would

still be insufficiently severe or pervasive as a matter of law. Though

I have my doubts about that conclusion, I am willing to accept it for

purposes of argument. To my mind, the majority's primary mistake

is its conclusion that a reasonable jury could not regard any of the

day-to-day sexual banter complained of by Ocheltree as sex based.

The majority offers several reasons for this conclusion. First, it portrays Ocheltree as a mere bystander to discussions between the men

27 
in the production shop and claims that the same kind of talk would

have occurred regardless of Ocheltree's presence there. In addition,

it argues that even if some of the sexual banter was a reaction to

Ocheltree's presence in the workplace or her complaints, the alleged

harassment was still not sex based because "even if the alleged

harassers were intending to bother Ocheltree, there is no evidence that

those participating in the offensive conduct were attempting to bother

her because of her gender." Ante at 10. The majority also observes

that even though the banter was "sexually explicit" and "generally

degrading, humiliating, and even insulting," it was not "aimed solely

at females in any way." Ante at 9. I find these reasons unconvincing.

 In my view, there are two ways in which a reasonable jury could

find that much of the sexual banter complained of by Ocheltree satisfied the "because of sex" prong. First, a reasonable jury could find

that much of the banter was "directed at" Ocheltree in the sense that

it was intentionally said in her presence in order to make her uncomfortable and self-conscious about her status as the only woman in the

production shop. Second, a reasonable jury could find that even if

very few of the sexual remarks were made in response to Ocheltree's

presence in the production shop, her male coworkers' relentless,

graphic descriptions of their sex lives count as sex-based harassment

because they portray women as sexually subordinate to men.

Ocheltree's coworkers made her uncomplaining submission to an

atmosphere suffused with degrading images of female sexuality an

implicit condition of her employment, and this harassment was "because of sex" in the sense that it made the workplace more hostile to

Ocheltree precisely because she was a woman.

A. 

 As to my first point, Ocheltree concedes that most of the offensive

conduct was not aimed exclusively at her. Instead, she claims that her

coworkers knowingly made sexual remarks and engaged in other

behavior with a sexual content in her presence with the intention of

making her uncomfortable. Ocheltree presented the following evidence in support of this theory. Ocheltree and Hodge both testified

that Ocheltree's coworkers enjoyed offending her and laughing at her

reactions. When asked whether the incident involving simulated oral

sex on the mannequin was intended to provoke a reaction from her,

28 
Ocheltree testified: "Why else would two guys be doing that at the

time when I was supposed to be in there going to work . . . and then

whenever I say all this is disgusting and everyone laughs, who would

it be directed to? I was the only female there." J.A. 117. She also testified regarding Hirsch's remark about having sex with little boys that

"[i]t was purposefully said in front of me because they enjoyed looking at me and seeing my reaction." J.A. 119. Brian Hodge testified

that "[a]nytime [Ocheltree] was walking by just about they would do

something sexual to the mannequin in front of her just because they

knew it bothered her." J.A. 202. In addition, both Ocheltree and

Hodge testified that sexual talk and conduct in the production area

first became a problem after Ocheltree began working at Scollon Productions. Hodge further testified that the amount of sexual conduct

and talk escalated considerably after Ocheltree complained about it at

a safety meeting for production shop employees. J.A. 202-03. A reasonable jury could infer from this evidence that a considerable

amount of the sexual talk and behavior in the production shop was

intended, at least in part, to make Ocheltree uncomfortable and to provoke reactions from her.4

 The majority also suggests that even if Ocheltree's coworkers

intended to bother her, "there is no evidence that those participating

in the offensive conduct were attempting to bother her because of her

gender." Ante at 10. The majority does not elaborate, but I take its

argument to be that Ocheltree's evidence could at most show that she

____________________________________________________________

 4 The majority understates the evidence that the harassing behavior was

intended to bother Ocheltree by mentioning only Hodge's testimony that

Ocheltree's coworkers would "do something sexual to the mannequin"

whenever Ocheltree walked by "just because they knew it bothered her."

J.A. 202. The majority then dismisses this testimony because Hodge

stated that he was only speculating about the motives behind the mannequin incidents. The majority places more weight on Hodge's characterization than it will bear. A reasonable jury could conclude that by

characterizing his testimony as "speculation," Hodge simply acknowledged that he was making an inference when he said that Ocheltree's

coworkers fondled the mannequin in order to bother her. Evidence in the

form of inferences about the motives of other people is a common feature

of Title VII cases, and there is nothing problematic about Hodge's testimony in this regard. See, e.g., Gossett v. Oklahoma ex rel. Bd. of Regents

for Langston Univ., 245 F.3d 1172, 1179 (10th Cir. 2001).

29 
was harassed not because she was a woman, but simply because she

was offended by and objected to working in an environment saturated

with sexually explicit remarks. Cf. Hopkins v. Baltimore Gas & Elec.

Co., 77 F.3d 745, 751 (4th Cir. 1996) ("Title VII does not reach discrimination based on . . . [an employee's] sexual behavior, prudery,

or vulnerability."). Perhaps the majority is correct to suggest that

Ocheltree's argument fails if her coworkers harassed every employee

— male or female — who was offended by or objected to the sexual

talk and antics in the production shop. Such proof would suggest that

Ocheltree was targeted not because of her sex, but simply because of

her "prudery," her sensitivity to the sexual remarks.5

 The question,

though, is how much proof Ocheltree has to produce before a reasonable jury could conclude that she was harassed because she was a

prude and a woman, not simply because she was a prude. Here,

Ocheltree was the only woman in a working environment with ten or

eleven males who engaged in sexual talk and behavior in order to

make her uncomfortable. Further, the majority observes that men

sometimes complained about the sexual tenor of the workplace, but

the jury heard no evidence that any conduct subsequent to these complaints was intended to bother the complaining men. Nor was there

evidence that their objections or reactions were the subject of derisive

laughter in the way that Ocheltree's were. In light of these points, I

think a reasonable jury could see the harassment as rooted in male

resentment of Ocheltree's intrusion into "their" workplace and in

resentment of her demands that they clean up their act. Cf. Kathryn

Abrams, The New Jurisprudence of Sexual Harassment, 83 Cornell L.

Rev. 1169, 1211 (1998) (observing that when women enter a predominantly male workplace, male workers often seek to reaffirm the dominance of masculine norms in the workplace by "engag[ing] more

intensely . . . in talk that sexualizes or derogates women"). In other

words, a reasonable jury could conclude that Ocheltree was harassed

not simply because she found the sexual behavior in the workplace

offensive, but because she was a woman who found that behavior

offensive. In sum, I believe a reasonable jury could conclude that

____________________________________________________________

 5 I note that the word "prudery" seems misplaced here. Prudery connotes an artificially refined sense of delicacy about sexual matters. A person would hardly need to be prudish to find the atmosphere in

Ocheltree's workplace offensive.

30 
much of the sexual banter in Ocheltree's workplace was directed at

her because of her sex.

B. 

 What I have just said in part I.A is sufficient by itself to support

the affirmance of Ocheltree's compensatory damages award. There is,

however, another reason why a reasonable jury could conclude that

a large part of the sexual banter in the workplace satisfied the "because of sex" prong. A reasonable jury could find that the content of

much of the banter was "particularly demeaning towards women,"

ante at 11, and therefore made Ocheltree's working environment

more hostile to her as a woman, regardless of whether the banter was

intended to bother her or was directed at her in any other way. This

means that even if I agreed with the majority that a reasonable jury

would have to find that Ocheltree was a mere bystander to the sexual

remarks in her workplace, I would still conclude that many of the

remarks could reasonably be seen as satisfying the "because of sex"

prong.

 Title VII's because-of-sex requirement is most obviously satisfied

in two common scenarios: when the plaintiff is the object of

unwanted sexual advances, see, e.g., Harris v. L & L Wings, Inc., 132

F.3d 978 (4th Cir. 1997), and when the plaintiff is the target of open

hostility because of her (or his) sex, see, e.g., Smith v. First Union

Nat'l Bank, 202 F.3d 234 (4th Cir. 2000). We have never held, however, that these two scenarios exhaust the field of sex-based harassment. Courts have also recognized that harassing conduct can be

"because of sex" even when the conduct "is not directed at a particular

individual or group of individuals, but is disproportionately more

offensive or demeaning to one sex." Robinson v. Jacksonville Shipyards, Inc., 760 F. Supp. 1486, 1522-23 (M.D. Fla. 1991). See also

Andrews v. City of Philadelphia, 895 F.2d 1469, 1486 (3d Cir. 1990)

(stating that "we do not consider it an unfair burden of an employer

of both genders to take measures to prevent an atmosphere of sexism

. . . [from pervading] the workplace"). This category of sex-based

harassment "describes behavior that creates a barrier to the progress

of women in the workplace because it conveys the message that they

do not belong, that they are welcome in the workplace only if they

will subvert their identities to the sexual stereotypes prevalent in that

31 
environment. That Title VII outlaws such conduct is beyond peradventure." Robinson, 760 F. Supp. at 1523. In Robinson the court held

that a workplace plastered with pictures of nude and partially nude

women (often in sexually submissive postures) was a hostile environment even though the posting of the pictures "did not originate with

the intent of offending women in the workplace (because no women

worked in the jobs when the behavior began)." Id. It was enough that

the pictures had a "disproportionately demeaning impact on the

women now working" in the same environment. Id.

 Robinson and Andrews suggest that the majority is too quick to

conclude that none of the sexual banter in the workplace constitutes

sex-based harassment because Ocheltree "would have been exposed

to the same atmosphere had she been male." Ante at 7. Even if true,

the majority's point would still leave the question of "whether members of one sex are exposed to disadvantageous terms or conditions

of employment to which members of the other sex are not exposed."

Harris, 510 U.S. at 25 (Ginsburg, J., concurring). In other words,

there would still be a question of whether Ocheltree's environment

was more hostile to her because of her sex than it would have been

to a man.

 Although our circuit has not yet decided a case using reasoning

similar to that in Robinson and Andrews, such reasoning is a logical

extension of well-established Title VII principles. Consider, for example, a traditionally all-male workplace in which women are routinely

referred to as "bitches," "whores," and "cunts." Surely it is uncontroversial that a woman employee subjected to that environment

would have a claim for sex-based harassment even if the employer

could establish that the male workers would have spoken the same

way regardless of her presence and even if the offensive words were

never said directly to her. The reason is that such "unambiguous gender epithets," ante at 10, signal hostility to the presence of women in

the workplace and create an atmosphere that is inhospitable to women

because of their sex. Whether or not plastering pornographic and

quasi-pornographic pictures on the wall can be said to display outright

hostility toward women in the workplace, it can certainly be said to

evince and to perpetuate attitudes that make the workplace hostile to

women because of their sex:

32 
Pornography on an employer's wall or desk communicates

a message about the way he views women, a view strikingly

at odds with the way women wish to be viewed in the workplace. Depending upon the material in question, it may communicate that women should be the objects of sexual

aggression, that they are submissive slaves to male desires,

or that their most salient and desirable attributes are sexual.

Any of these images may communicate to male coworkers

that it is acceptable to view women in a predominantly sexual way. All of the views to some extent detract from the

image most women in the workplace would like to project:

that of the professional, credible coworker.

Robinson, 760 F. Supp. at 1526 (quoting Kathryn Abrams, Gender

Discrimination and the Transformation of Workplace Norms, 42

Vand. L. Rev. 1183, 1212 n.118 (1989)). See also Andrews, 895 F.2d

at 1485-86 ("Obscene language and pornography quite possibly could

be regarded as highly offensive to a woman who seeks to deal with

her fellow employees and clients with professional dignity and without the barrier of sexual differentiation and abuse" (internal quotation

and citation omitted)). If use of unambiguous gender epithets can constitute sex-based harassment because it creates a workplace atmosphere suffused with hostility to women, there is no principled reason

why a workplace suffused with depictions of women as sexual objects

could not also constitute sex-based harassment. Thus, I conclude that

a workplace environment could be abusive "because of" a plaintiff's

sex even if the environment was essentially the same both before and

after the plaintiff entered the workplace. Further, I can see no reason

why the reasoning of Robinson and Andrews should be limited to sexually explicit photographs of women in the workplace. Sexual banter

in the workplace that is the aural equivalent of pornography should

surely be just as actionable as pornographic images. Here, the question is whether a reasonable jury could conclude that any of the sexual

banter in Ocheltree's workplace was so disproportionately demeaning

to women that it should count as harassment "because of sex." This

question can only be answered by considering the content and context

of the banter in question.

 Although my reasoning is different, I agree with the majority that

much of the sexual talk Ocheltree heard — vulgar though it may be

33 
— cannot be seen as disproportionately demeaning to women. Frequent use of such words as "fuck," "dickhead," and "ass" may be

unprofessional and offensive, but I cannot say that a working environment permeated by such language is more offensive to women

because of their sex than it is to men. Similarly, frequent exchanges

of mock homosexual taunting (for example, male coworkers pointing

to their genitals and telling other males to "suck it," J.A. 113) would

be distasteful to most women (and, I believe, to most men), but they

would not necessarily make the work environment more hostile to

women because of their sex.6

 Ocheltree's coworkers' constant

descriptions of their sexual exploits, including their near-obsessive

interest in discussions of oral sex, are another matter altogether. Obviously, discussions of sexual matters (including discussions of oral

sex) are not automatically demeaning to women. See Vicki Schultz,

Reconceptualizing Sexual Harassment, 107 Yale L.J. 1683, 1795

(1998) (citing research suggesting that "where men and women work

alongside each other in balanced numbers . . . . sexual talk and joking

occurs with frequency, but is not experienced as harassment"). But

the tone of the discussions in the production shop was hardly one of

mutuality and respect. See supra at 26 (recounting daily remarks by

Ocheltree's coworkers along the lines of "she gave good head," "she

likes to swallow," "she likes it from behind," etc.). Comments like

these portray women as sexually subordinate to men; indeed, it is not

too strong to say that the overall tenor of the workplace banter conveyed the message that women exist primarily to gratify male desires

for oral sex. A reasonable woman would find this message offensive,

to say the least. Further, the comments were far too graphic and frequent to be dismissed as "occasional vulgar banter, tinged with sexual

innuendo." Perry v. Harris Chernin, Inc., 126 F.3d 1010, 1013 (7th

Cir. 1997) (internal quotation marks and citation omitted). Instead,

they are instances of sexual harassment because they express and

reinforce a regime of gender hierarchy in which men are portrayed as

sexual subjects while women are portrayed as sexual objects. See generally Abrams, The New Jurisprudence, supra at 1205-25; Katherine

M. Franke, What's Wrong with Sexual Harassment?, 49 Stanford L.

____________________________________________________________

 6 I would add, however, that such language could be sex-based harassment in the proper context — if, for example, it was used as part of a

general campaign to create a sexually explicit atmosphere in the workplace in order to drive out women employees.

34 
Rev. 691, 762-72 (1997). It is true, as Scollon Productions points out,

that Ocheltree's coworkers did not proposition her or speculate about

her sexual habits. But this is hardly dispositive. See, e.g., Jackson v.

Quanex Corp., 191 F.3d 647, 660 (6th Cir. 1999) (stating that "offensive comments need not be directed at a plaintiff in order to constitute

conduct violating Title VII"). When a workplace is suffused with representations of women as sexual objects, a woman in that workplace

would doubtless wonder whether the primary questions about her in

the minds of her coworkers involved such matters as whether she

"swallows" or whether she could "suck a golf ball through a garden

hose." The demeaning portrayals of women as sexual objects in

Ocheltree's workplace constituted sex-based harassment because they

made the working environment more hostile to Ocheltree than to her

coworkers precisely because she was a woman. That is enough to satisfy Title VII's "because of sex" prong, for the "critical issue . . . is

whether members of one sex are exposed to disadvantageous terms or

conditions of employment to which members of the other sex are not

exposed." Harris, 510 U.S. at 25 (Ginsburg, J., concurring).

 I would hold, then, that a reasonable jury could conclude that the

pervasive workplace comments depicting women as sexually subordinate to men constitute harassment "because of sex." These comments

are indistinguishable in principle from the harassment discussed in

Robinson because they are "disproportionately. . . offensive or

demeaning to one sex." Robinson, 760 F. Supp. at 1522-23.

C. 

 The majority mounts a strident attack on this last conclusion, and

the attack boils down to three basic arguments. First, the majority

argues that my position is incompatible with Supreme Court and circuit precedent regarding the "because of sex" requirement. Second,

the majority asserts that my arguments depend on the untenable proposition that all sexual comments in the workplace are "disproportionately demeaning to women." Third, the majority argues that under our

decision in Lack v. Wal-Mart Stores, Inc., 240 F.3d 255 (4th Cir.

2001), Ocheltree did not experience sex-based harassment because

the production shop environment was also offensive to men. I will

address each argument in turn.

35 
 First, according to the majority, it is well established that harassing

conduct can only be "because of sex" if the plaintiff's gender is the

"but for" cause of the harassment or the harassment is motivated by

the plaintiff's gender. The majority therefore concludes that the comments and conduct on which I rely cannot constitute harassment "because of sex" because "Ocheltree would have been exposed to the

same atmosphere had she been male." Ante at 7. I acknowledge that

courts regularly explain the "because of sex" requirement by using the

formulations favored by the majority, and in many contexts these formulations are helpful analytically. I believe, however, that the "because of sex" requirement allows for more interpretive flexibility than

the majority recognizes. Cf. David S. Schwartz, When Is Sex Because

of Sex? The Causation Problem in Sexual Harassment Law, 150 U.

Pa. L. Rev. 1697, 1781 (2002) (suggesting that "`because of' does not

necessarily mean `motivated by'"). Indeed, I believe this flexibility is

inherent in Oncale's formulation of the "because of sex" requirement

as turning on the question of "whether members of one sex are

exposed to disadvantageous terms or conditions of employment to

which members of the other sex are not exposed." Oncale, 523 U.S.

at 80 (quoting Harris, 510 U.S. at 25 (Ginsburg, J., concurring)). As

the majority would no doubt observe, there is a sense in which both

male and female workers were exposed to the same environment at

Scollon Productions because the explicit discussions of oral sex and

similar matters were heard by both Ocheltree and her male coworkers.

Yet there is an equally obvious sense in which women in an atmosphere saturated with remarks demeaning to women are "exposed to

disadvantageous terms or conditions of employment to which members of the other sex are not exposed" precisely because the language

heard by both women and men is more demeaning to women than to

men. It is this understanding that I rely upon in suggesting that the

workplace comments portraying women as sexually subordinate to

men qualify as harassment "because of sex."

 By reasoning that harassment cannot be "because of sex" if the

plaintiff "would have been exposed to the same atmosphere had she

been male," the majority appears to commit this court to a course that

is clearly wrong. Suppose, for example, that an African-American

plaintiff brings a race discrimination claim alleging a hostile work

environment due to his coworkers' daily use of the meanest racial slur

against African-Americans. Suppose further that the workplace had

36 
previously been all white and that the pattern of racial slurs was the

same both before and after the plaintiff's arrival. The majority's reasoning suggests that if the employer could show that none of the

racial slurs were directed at the plaintiff and that he would have been

exposed to exactly the same language if he had been white, the

harassment in this example could not be "because of race." Yet I find

it difficult to believe that any court would fail to find race-based

harassment on these facts. If the right to be free from a racially hostile

work environment means anything at all, surely it includes the right

to be free from a workplace environment permeated by racial slurs.

See Spriggs v. Diamond Auto Glass, 242 F.3d 179, 184 (4th Cir.

2001) ("Evidence of a general work atmosphere therefore — as well

as evidence of specific hostility directed toward the plaintiff — is an

important factor in evaluating [a hostile environment] claim." (quoting Hicks v. Gates Rubber Co., 833 F.2d 1406, 1415 (10th Cir.

1987))). I do not see how Oncale could compel a different conclusion.

My explanation for this is simple: the plaintiff in my example suffers

discrimination "because of race" because he is exposed to disadvantageous conditions of employment to which his white coworkers are not

exposed. The workplace is therefore more hostile to him precisely

because he is black. My example shows, I believe, that harassment

can be "because of race" even if the plaintiff would have been

exposed to the same atmosphere had he been white. If this is true,

harassment can also be "because of sex" even if the plaintiff would

have been exposed to the same atmosphere had she been male.

 In further support of its first argument, the majority makes the

interesting suggestion that my approach to the "because of sex"

requirement wrongly attempts to apply disparate impact models of

proof to sexual harassment claims. It is important to see why this is

not so. As Professor Schwartz points out, disparate impact theory is

designed to address "facially neutral employment practices that have

a disparate impact (such as testing instruments or height-weight

requirements) but that might be defensible under some degree of business necessity." Schwartz, supra at 1773. Workplace conversations

depicting women as sexually subordinate to men, on the other hand,

are not facially neutral and they have no business justification. When

women are characterized in this way, it is wrong to suggest that

offense to women in the workplace is a "potential unintended effects"

of the characterizations. Ante at 13. Instead, such characterizations

37 
constitute sexual harassment because they convey the message that

women are, and should be, subordinate to men.

 The majority's second argument is that under my proposed definition of sex-based harassment, any discussion of sex in the workplace

constitutes sexual harassment because such discussions are necessarily more demeaning to women than to men. See ante at 16 (stating

that my reasoning would mean that "conversations between males

about their heterosexual activities in the presence of a female virtually

always constitute sex-based harassment because, according to [my]

characterization, these conversations depict women as `sexually subordinate to men'"); ante at 17 n.12 (stating that I propose "a rule

whereby a reviewing court would affirm a finding of gender-based

discrimination once a certain number of conversations about heterosexual behavior occur in the workplace in the presence of a female").

The majority observes that the rule it attributes to me would stand in

some tension with the Supreme Court's observation in Oncale that it

has "never held that workplace harassment, even harassment between

men and women, is automatically discrimination because of sex

merely because the words used have sexual content or connotations."

Oncale, 523 U.S. at 80. Further, the majority implies that I am ignorant of the "feminist literature" suggesting that "working women can

be, and usually are, as comfortable as are men with sexually explicit

conduct and conversations." Ante at 18. Indeed, my views are "paternalistic," ante at 18 and 20, rely on "outdated stereotypes," ante at 18,

and attempt to transform Title VII into a "neo-Victorian chivalry code

designed to protect what [I] imagine[ ] to be the tender sensitivities

of contemporary women," ante at 20. See also ante at 17 n.12 (stating

that under my approach "Title VII would become a workplace code

for `gentlemanly conduct' in the presence of women").

 My first response to all of this upbraiding is that if I actually held

the views attributed to me by the majority, the substance of its criticisms would be largely justified. It would, of course, be absurd for me

to contend that all discussions of sex — regardless of their specific

content — are automatically degrading and offensive to women. I am

well aware of feminist criticisms of the idea that sex equals sexism

in the workplace. See, e.g., Franke, supra at 714-25. To make the

point once more, I do not claim that all discussions of sexual matters

in the workplace are automatically demeaning to women or that work38 
place sexual discussions are always more offensive to women than to

men. Instead, I claim that Ocheltree's coworkers' constant, graphic

descriptions of oral sex and other sexual practices could be seen by

a reasonable jury as sex-based harassment because they portray

women as sexually subordinate to men and thereby serve to perpetuate gender hierarchies in the workplace. It is the specific content of

these descriptions ("she gave good head," "she swallows," etc.), and

not simply their sexual nature, that qualifies them as harassment "because of sex." This is one of the reasons why I have found it necessary to set out Ocheltree's evidence about the atmosphere in the

production shop in explicit detail.7

 In short, the majority's second

argument simply attacks a straw man.8

 The majority's third argument is that under our decision in Lack,

Ocheltree's sexual harassment claim must fail because some men

complained about the work environment in the production shop. See

ante at 9 (quoting Lack's statement that the plaintiff's claim was "undercut[ ] . . . to a substantial extent" by the "fact that female employees . . . lodged similar complaints" against the male plaintiff's

____________________________________________________________

 7 In further response to the majority's charge that I have relied "upon

the shock value of the salacious conduct" of Ocheltree's coworkers, ante

at 12, I would add this: if we are going to overturn a jury verdict that so

strongly favored Ocheltree, we ought at least to present the evidence in

a way that gives some insight into why the jury might have reached the

conclusions it did.

 8 I also add two comments about the majority's efforts to tag me as

paternalistic and neo-Victorian. First, if one of the majority's goals is to

avoid paternalism in the Title VII field, that goal would be better served

by focusing on whether the sexual talk was welcome or unwelcome than

by adopting an unduly narrow reading of the "because of sex" requirement. Cf. Schwartz, supra at 1756-58. Second, if there is anything neoVictorian lurking in the opinions released today, it is the majority's suggestion that Ocheltree's claim should fail because "the offensive conduct

[here] took place in a costume production shop where public access is

controlled, not a church office, retail shop, bank, or professional office."

Ante at 17. In other words, women in blue collar jobs must put up with

conduct that women who work in banks or professional offices need not

tolerate. Cf. Williams v. Gen. Motors Corp., 187 F.3d 553, 564 (6th Cir.

1999) ("Surely women working in the trades do not deserve less protection from the law than women working in a courthouse.").

39 
supervisor).9 Lack should not be read as broadly as the majority suggests. The statement the majority takes from Lack was made in the

context of examining whether the male plaintiff had offered direct

comparative evidence about how his alleged harasser (a male supervisor) treated both men and women in the workplace. See Lack, 240

F.3d at 262; cf. Oncale, 523 U.S. at 80-81 (observing that harassing

conduct that would not otherwise qualify as sex based can be shown

to constitute discrimination "because of sex" through the use of "direct comparative evidence about how the alleged harasser treated

members of both sexes in a mixed-sex workplace"). My argument

here does not rely on comparative evidence. Instead, I am claiming

that workplace comments portraying women as sexually subordinate

to men satisfy the "because of sex" requirement because they express

and reinforce gender hierarchy in the workplace. Such comments are,

in this respect, analogous to Oncale's "sex-specific and derogatory

terms" that signal "hostility to the presence of women in the workplace." Oncale, 523 U.S. at 80. If this theory is correct — and I recognize, of course, that the majority rejects it — I do not see how

Ocheltree's claims can be defeated simply by observing that some

men at Scollon Productions also complained about the sexual conduct

in the production area.10 The Second Circuit has explained that harassment of a woman can be sex based if she is "abused in ways that cannot be explained without reference to her sex, notwithstanding the

fact that a man received treatment at least as harsh, though for other

— non-sexual — reasons." See Brown, 257 F.3d at 254. Along the

____________________________________________________________

 9 The majority claims that Ocheltree "conceded that the [sexual] conduct [in the production shop] was equally offensive both to men and

women." Ante at 9. I do not believe the record supports this characterization. So far as I can tell, Ocheltree simply acknowledged that some of her

male coworkers also voiced some complaints about sexual conduct in the

production shop. This does not amount to a concession that men were

equally offended. Cf. Brown v. Henderson, 257 F.3d 246, 254 (2nd Cir.

2001) (stating that discrimination can be sex based if "a co-worker or

supervisor treats both men and women badly, but women worse").

 10 The majority is not specific about the subject of the men's complaints, but I assume the majority's point is that some men in the production shop were offended by taunting from male coworkers that included

explicit or implicit references to homosexuality (men pointing to their

genitals and telling other men to "suck it," etc.).

40 
same lines, our analysis in Lack seems to indicate that the sexual conduct complained of by some of Ocheltree's male coworkers here

would not constitute harassment of them "because of sex." See Lack,

240 F.3d at 261 n.8 (noting that "when expressions such as `fuck me'

. . . are used by men speaking to other men, often`their use has no

connection whatsoever with the sexual acts to which they make reference'" (quoting Johnson v. Hondo, Inc., 125 F.3d 408, 412 (7th Cir.

1997))). It follows that if I am right in my basic contention that the

workplace comments depicting women as sexually subordinate to

men could be regarded by a reasonable jury as discrimination "because of sex," the fact that some male coworkers were also offended

by the comments does not undermine Ocheltree's case.

D. 

 Because I would hold that much of the sexual discussion in

Ocheltree's workplace constituted sex-based harassment, my

approach to the "severe or pervasive" prong of the hostile environment analysis is quite different than the majority's. For me, the proper

question is whether a reasonable jury could find that, taken together,

the vulgar song, the various mannequin incidents, and the workplace

banter involving degrading descriptions of female sexuality were sufficiently severe or pervasive to alter the conditions of Ocheltree's

employment and to create an abusive work environment. There is no

question that Ocheltree subjectively perceived the production shop

environment as hostile. In deciding whether a jury could also reasonably conclude that the environment was objectively hostile (hostile to

"a reasonable person in the plaintiff's position," Oncale, 523 U.S. at

82), we are required to consider "all the circumstances," including

"the frequency of the discriminatory conduct; its severity; whether it

is physically threatening or humiliating, or a mere offensive utterance;

and whether it unreasonably interferes with an employee's work performance." Harris, 510 U.S. at 23. The Supreme Court has emphasized that an abusive work environment need not "lead[ ] to a nervous

breakdown." Id. at 22. It is enough if the environment "detract[s] from

employees' job performance, discourage[s] employees from remaining on the job, or keep[s] them from advancing in their careers." Id.

Applying these standards here, I readily conclude that a reasonable

jury that fully credited Ocheltree's evidence could find that a reasonable person in her circumstances would experience the work environ41 
ment as abusive. Ocheltree and Hodge both testified that the explicit

and degrading discussions of oral sex and related matters took place

on a daily basis. While the relentless sexual remarks were not physically threatening, they were humiliating to women generally and

highly offensive to Ocheltree. They surely made it more difficult for

her to do her job.

E. 

 My primary objection to the majority opinion is that it has turned

the "because of sex" requirement into an obstacle where it had not

been an obstacle before, thereby making it more difficult to establish

a sexual harassment claim. I have an additional point, however. There

appears to be a profound difference in our respective approaches to

reviewing a jury verdict. Again and again, the majority characterizes

the evidence in a light more favorable to Scollon Productions than to

Ocheltree. This reaches its apex when the majority suggests that there

is "substantial evidence" that Ocheltree's own offensive conduct contributed to the coarse atmosphere in the production shop. See ante at

19-20. Ocheltree specifically denied the vulgar activity attributed to

her by the majority, J.A. 147-48, and the jury believed her. Indeed,

it appears that the jury believed virtually everything that Ocheltree

and her witnesses said and dismissed the testimony of Scollon Productions' witnesses as unworthy of belief. That was the jury's prerogative, and we are bound to respect it.

* * * 

 For all of these reasons, I respectfully dissent from the majority's

holding that the evidence presented at trial was insufficient to support

the jury's decision that Ocheltree was subjected to a hostile environment because of her sex.

II. 

 This conclusion makes it necessary for me to indicate, albeit

briefly, how I would resolve the questions in this case that the majority has no need to reach. On the question of whether liability for the

hostile work environment could be properly imputed to Scollon Pro42 
ductions, I conclude that a reasonable jury could find that the company had constructive knowledge of the harassment because it failed

to establish adequate procedures for receiving sexual harassment

complaints. Accordingly, I would affirm the jury's modest award of

compensatory damages to Ocheltree. I concur in the majority's judgment reversing the award of punitive damages because Ocheltree

failed to produce evidence that would allow a reasonable jury to conclude that any Scollon Productions employee "discriminated in the

face of a known risk that his conduct [would] violate federal law."

Anderson, 281 F.3d at 460.

43