Author's Note:

This story is obviously not canon, but I don't know if I would consider it a real AU either. In my head, it takes place somewhere around Season Three or Season Four in terms of the looks/ages of the characters as well as their various character and relationship development. I don't think that anything like this would ever happen on the show (but I would love if it did lol) but this idea popped into my head and wouldn't leave until I wrote the story. I wouldn't necessarily consider anything featured in this story to be smut but there are definitely some intimate moments, innuendo, and a bit of language so I decided to play it safe with a "T" rating. The entire story takes place over the course of one week but you only see the first three days and then the seventh and final day which is broken up into three chapters. I hope you all enjoy it.

Side Note: Treat the line breaks as if they were jump cuts between different scenes.

*** Disclaimer *** I don't own any of the rights to the show Will & Grace or the characters featured in this story. All rights belong to the creators, writers, and producers of this Will & Grace.

Chapter One:

Day One:

"Alright, sweetie, I'm headed out now and I probably won't be back until really late so don't wait up," she heard him call.

"Okay, have fun," she responded from her place on the couch in front of the television.

As soon as she heard the door close, Grace jumped up and ran toward her bathroom. She began to get ready and as she looked in the mirror and applied her makeup her mind drifted back to the question that she had been asking herself for the last three months. Should she tell him? He was her best friend and she wanted to believe that he would be happy for her, but she just couldn't ignore that nagging feeling that he wouldn't be able to understand. Hell, she wasn't sure that she understood but she had given up trying to figure that part out weeks ago.

She gave herself the once over in the mirror and decided that it was good enough. She moved toward her room where the new dress that she had bought was laid out on her bed, ready to impress her date. Wondering what kind of response her much-too-expensive-but-impossibly-sexy-and-irresistible purchase would garner gave her butterflies.

She put the final touches on her look with some simple jewelry and a nice pair of nude sling-backs. Just as she was about to walk out the door to meet her date the doorbell rang. Grace answered the door and was surprised to see Karen standing on the other side.

"Hi," Grace said, "what are you doing here?"

"Listen, honey, I know that we agreed to meet at the manse, but we can't."

"Why not?"

"Well, I told Gardner a couple of weeks back that I would pay for his cousin's plane ticket to America if he smuggled in some pills for me. Well, turns out that the genius smuggled them in inside some kind of stuffed animal that was infested with some sort of bug and now the manse is crawling with them. I'll tell you, it's a good thing I downed a few of those happy pills before I found out or I'd have really lost it," she chuckled.

"Oh, my God, that's awful! But why didn't you just call and tell me?"

"Because I figured if I called, you would've just cancelled, and I wanted to see you." She paused as she pulled a bottle of champagne and held it up, "But I brought the good times with me, so we can just have our date here."

"Karen," Grace sighed, "You know that we agreed not to meet here. It's too risky. Will or Jack could see us and figure out what's going on – "

"And remind me again why we don't want that."

"Karen," Grace said in a frustrated tone.

"Alright, alright, honey, I know you're not ready to tell Wilma yet. It's okay. But from what I can see, he's not here right now and you look incredible in that dress so why don't you let me in," Karen said as she reached out her hand and allowed one finger to trace Grace's arm from her shoulder all the way down to the tips of her fingers before hooking Grace's hand into her own.

Karen's action caused Grace to get goosebumps all over her body, and her brain shouting at her to say the hell with it and drag Karen into her bedroom sufficiently drowned out the other voice telling her that this whole thing was a bad idea.

"Okay, you can come in. But only this once and only because I know for a fact that Will is going to be gone for a while. He and Jack went to some club to cruise for guys, so they should be gone for a few hours at least."

"A few hours is better than nothing," Karen said happily as she entered the apartment.

As Karen walked past her, Grace tugged on her hand which was still intertwined with her own causing Karen to stumble into her body. The two of them met eyes and paused for a moment before leaning in and allowing their lips to meet. It was a short but powerful kiss. One that showed their level of ease and comfort with one another but also conveyed the passion that was simmering just beneath the surface.

"Hi," Grace said as she let out a breath.

"Hi," Karen answered back with a smile that mirrored Grace's.

They had started out with every intention to have a nice dinner together but while they were waiting for the pasta water to boil they had made the mistake of sitting down next to one another on the couch and one thing led to another which is how they now found themselves on top of Grace's bed making out like teenagers.

Grace felt her toes curl as Karen kissed down her neck and hit that spot behind her ear that only she had been able to discover. The next thing she knew, Karen had managed to unzip her dress and was pulling it down her body.

"Gracie, as beautiful as you look in this dress and as much as I can't wait to see you in it again, it has to go for now," Karen mumbled as she placed kisses across Grace's body.

Grace allowed Karen to continue the assault on her senses for a few seconds more before she decided that it was time to level the playing field and used her leg to flip Karen over. She leaned her head down to kiss the shocked look off of Karen's face as she threw her leg over top of her and sat down on her thighs. Grace pulled off Karen's skirt and allowed her chest to drag against Karen's legs as she slowly made her way back up her body and began unbuttoning her shirt, placing a kiss on each newly exposed inch of skin. When she made it to the last button she pulled the shirt open to expose Karen's midriff, then leaned down and gently bit on the skin above Karen's right hip.

Inspired by Grace's playful actions, Karen decided to return the favor and flipped them over once again returning Grace to her previous position. Grace let out a startled laugh and reached up to pull Karen's face down to hers. Karen found herself completely lost in kissing Grace before snapping back into reality and pulling away.

"Stop distracting me," Karen said as she began to move down Grace's body once again.

This time she made sure that she was sitting directly on top of Grace's legs rendering her unable to flip them again. She placed both of her hands on Grace's shoulders and ran them down her arms until she was able to lace their fingers together. As she took one of Grace's breasts into her mouth, she felt the red-head squeeze her hands tightly. Karen repeated the action on the other side before leaving a trail of open-mouthed kisses down her abdomen until she reached the top of Grace's underwear. Taking the edge of the material between her teeth, Karen began to pull the garment down Grace's legs. She got them down to her knees before releasing Grace's hands and continuing the crawl backward with them in her mouth until they slipped over Grace's ankles and off of her feet. She sat back and opened her mouth, releasing the underwear with a self-satisfied smirk on her face.

"Holy crap," Grace said, "That was really sexy."

"Well, honey, if you thought that was sexy, then you're really going to love this," Karen responded as she parted Grace's legs and leaned down to begin placing kisses back and forth from one side to another while working her way back up her body.

Just then they heard the front door open and the distinct sound of two men's voices. Karen froze as Grace shot up and threw her robe on. Grace couldn't understand what they were saying but she was sure that the voices belonged to Will and Jack. She felt a panic rise up within her and she motioned to Karen to get dressed.

"Oh, my God! Oh, my God! Oh, my God! Will and Jack are here," she whispered, "what are we going to do? See, I knew this was a bad idea! I knew we were going to get caught! Oh, my God!"

"Okay, relax," Karen whispered back, "they have no idea that I'm here. They probably don't even know that you're here. You're supposed to be out on a date, remember?"

"Right! Okay, so we can just say that my date was cancelled. But that doesn't explain why you're here. Or why you're in my room. No, you know what, we need to figure out a way to get you out of here without them noticing you," Grace paused as she tried to think of something, "Okay, here's what we're going to do. I'm going to go out there and create a distraction and you're going to sneak out."

Before Karen could even respond, Grace was closing the door behind her as she walked out toward the living room.

"Hey, guys," she called out to Will and Jack who were deep in conversation on the couch and seemed to be very startled by her sudden appearance.

They both jumped about five feet in the air before Will said,

"Hey, what are you doing here? I thought you had a big date?"

"Oh, you know, I started to feel a little queasy, so I had to reschedule it for tomorrow night. I'm fine now, though. What are you two doing back so soon?"

"Well, you know how clubs are. It's fun for a little while but then it gets too crowded," Will said.

"Plus, it was all young guys in their early twenties and they kept requesting all of these new Madonna songs, so we decided to just come home to watch Evita and re-live the glory days," Jack added.

Something about Jack being anything less than ecstatic about a club full of younger men seemed a bit off to Grace, but she was too panicked to really think about it.

"Oh, fun. But you know, there was something weird going on with the T.V. earlier," Grace tripled the volume of her voice before continuing, "why don't you guys come over here into the T.V. room and look at it."

Grace led the two men directly to the T.V. where she desperately tried to convince them that something was wrong with the picture.

"I don't know, Grace," Will said, sounding a bit worried, "I don't see anything wrong with it. Are you sure you're okay because you're acting really weird."

"Yeah, I'm fine but I swear the picture was off earlier."

"Something is off, that's for sure," Jack said impatiently.

"Well, if you're sure that it looks fine to you then I'm just going to head back to bed," Grace said to Will, completely ignoring Jack and praying desperately that she had bought Karen enough time to sneak out of the apartment.

"Okay, you do that. Goodnight, sweetie," Will said.

"Goodnight," Grace replied as she walked back through the living room toward the hallway.

As she entered her room, she breathed a sigh of relief that turned into a yelp of shock when she saw Karen still perched half-naked on her bed with a big smile on her face.

"Grace, are you okay," Will's voice called.

"Um, I'm fine. Goodnight," she yelled back before she lowered her voice into an angry whisper and said, "Karen! Why are you still here? I gave you more than enough time. You were supposed to leave!"

"Gee, honey, I know but the thing is, well, I just didn't want to," Karen said in her best cutesy voice as she adopted a sad puppy face.

"Oh, Karen," Grace exclaimed with obvious frustration.

Karen crawled toward the edge of the bed and reached out to grab on to the belt of Grace's robe. Once she had it in her grasp, she gave it a gentle tug and Grace allowed herself to tumble onto the bed.

"I'm sorry, Gracie, I just wanted to spend the night with you," Karen said with a sincerity that melted Grace's heart a bit.

"Okay, okay," she sighed, "You can stay as long as you promise to be up and out before Will wakes up in the morning."

"I promise," Karen said as she leaned down to place a kiss on Grace's lips.

"And no funny business either! I don't need anyone overhearing the two of us in here."

"Well, that promise will be a little harder to keep but I will try. I know how hard it is for you to be quiet," she said with a wink.

"Me," Grace exclaimed, "You're one to talk."

"Take it as a compliment, honey. When you're good, you're good."

Grace rolled her eyes as she extracted herself from the tangled mess of limbs her less-than-graceful collapse onto the bed had caused. She crawled up toward the headboard and pulled the covers back before motioning for Karen to join her. Karen complied happily with Grace's request and the two of them snuggled up next to one another under the blankets. Karen sat up ever so slightly and turned to give Grace a goodnight kiss but before their lips could make contact Grace said,

"What did I say? No funny business!"

"I was just trying to say 'goodnight'," Karen replied, a little hurt.

"Good night. Now go to sleep and remember, you have to be out of the apartment before Will wakes up."

"I know," Karen paused and allowed the silence of the night to wash over the room before she gave voice to the little fear inside her and timidly asked, "You aren't really mad at me, are you, Grace?"

Hearing the slight tremble in Karen's voice and sensing her vulnerability immediately erased any of the slight annoyance that Grace might have felt a moment before and as she reached down and laced her pinky through Karen's she replied,

"No, I'm not really mad."

Karen allowed herself to be satisfied with that answer for just a moment before she decided to ask the question that she had been terrified to ask for months.

"Gracie?"

"Yeah?"

"Are you happy?"

As Grace felt the love bubble up within her, she turned onto her side and looked Karen directly in the eye before answering,

"Yes."

This time it was Grace who leaned forward for a kiss and Karen was more than happy to accept it. They snuggled closer together and fell into a peaceful sleep in one another's arms.