While “Fifty Shades of Grey” is “wildly popular” and “obscenely successful,” the questionable writing and constant references to the protagonist’s “inner goddess” isn’t cutting it for everyone, even people who are otherwise down for the S&M sex scenes.

So for those who want to read sexy fiction that’s also good, we’ve started compiling a list of erotic lit (along with some regular lit with sexy elements), that you might read as substitutes for “Fifty Shades.” We hope it helps.

“Fanny Hill” by John Cleland

I didn’t want to get all British Lit 201 in this post, but it’s hard to make a list of quality erotic lit without mentioning the first published English porno novel, released for the first time in 1748 by John Cleland and Ralph Griffiths, who were quickly charged with “corrupting the King’s subjects.” The story is of Fanny Hill, a 15 year-old orphan who moves to London and takes a job in a brothel. In letters from the heroine to an unknown woman, Fanny describes her experiences at the job, falling in love with a 19 year-old nobleman Charles (and making love with him for days), becoming a street prostitute, engaging in orgies and discovering homosexual sex (and much more).

“Little Birds” by Anaïs Nin

Written in the 1940s but not published until 1979, two years after the author’s death, “Little Birds” was Anaïs Nin’s second book of erotica, after “Delta of Venus,” which could also be on this list. In 13 vignettes, Nin explores sexual taboos of the time, including pedophilia, lesbianism and public sex. It’s an erotic classic.

“Story of O (Histoire D’O)” by Pauline Reage

Published in France in 1954, “Histoire D’O” was one of “50 Shades”’s forefathers. Throughout the book, the protagonist O, a pretty fashion photographer, is bound, whipped, branded, masked and pierced, eventually turned into a full-blown sex-slave, all with her consent. The book was so smutty at the time that French authorities brought obscenity charges against the publisher (which the courts rejected), and despite the penname Pauline Réage, people believed such filth could only have been written by a man. It wasn’t until the ’90s that 86-year-old French journalist Anne Desclos acknowledged she wrote it as a love letter to literary critic and lover Jean Paulhan.

“Kinflicks” by Lisa Alther

This 1976 coming of age tale follows Virginia “Ginny” Hull Babcock Bliss through relationships in her adolescence, college years and after, first with a football player, then a thug, then a lesbian who brings her to a commune, then a husband and beyond. The sex scenes are varied and cartoonish, more for comic relief, as Lizzie Skurnick pointed out in her review on Jezebel.

“Emmanuelle” by Emmanuelle Arsan

First secretly published in France in 1959, then officially in 1967, “Emmanuelle” follows the lusty 19 year-old wife of a French engineer on a trip to Bangkok to visit her husband. Written in third-person, the reader sees a series of trysts through the eyes of the randy heroine, including an adulterous mile-high romp, several sex scenes with women (one on a squash court), and a wild night in which an Italian nobleman tries to teach her to separate love and lust using the most hands-on methods. Later adapted into a series of movies, Emmanuelle is an erotic classic, in the tradition of “Story of O.”

“Bad Behavior” by Mary Gaitskill

Mary Gaitskill’s first published book, “Bad Behavior,” is a collection of short stories published in 1988 covering themes of sadomasochism, prostitution and drug use. One story from the collection was adapted for the film “Secretary,” which the author described as “the Pretty Woman version, heavy on the charm (and a little too nice).” It’s more literature with sex scenes than erotic literature—a great read for anyone who grew up in the ’80s and ’90s.

“Candy” by Terry Southern and Mason Hoffenberg

Again, not strictly an “erotic novel,” “Candy” is an “updated version of Voltaire’s ‘Candide,” and follows a beautiful, naive, hilariously liberal do-gooder named Candy as she travels from home (where her philosophy instructor Prof. Mephestoto is in love with her) to the streets of New York (where she meets a pervy hunchback and receives a pelvic exam in the bathroom of a cafe), all the way to India, where she has an even stranger sexual encounter pinned up against a Buddha. If it sounds too weird to be enjoyable, note that Playboy listed it as one of the “25 Sexiest Novels Ever Written.”