Author's Note:

My first attempt at Fan-fiction was a story about Niles/Daphne from the show 'Frasier' and I fully intended my second story to be about them as well. While I am working on another story centered around those two characters, I couldn't help but be inspired by the relationship between Karen and Grace after the reboot of Will & Grace prompted me to re-watch the original series again. I'm normally not one to ship non-canon couples but, seriously (?!), how can you not love the idea of Grace/Karen. Also, I defy anyone to watch Will & Grace and not come away with the understanding that Karen is obviously in love with Grace.

Anyway, I guess all of that is to say that this account will most likely be home to many stories featuring many couples from many shows. If anyone is interested, this particular story is an AU of 'Will & Grace' S07E06, "The NewlyDreads". The story begins toward the end of the episode after Karen has revealed the apartment and Grace takes credit for her work. I wouldn't exactly call the first half 'canon' but I do use some of the real dialog from the episode (as well as a quote from a different episode that has always been a Karen favorite of mine. See if you can spot it!) I included the scene of Karen quitting – with a little twist – but it does become very AU after that.

****Disclaimer**** I do not own any of the characters or dialog taken directly from the show. All rights belong to the creators/producers/writers of Will & Grace.


Chapter One:

Karen sat in her chair and stared blankly at the singular box sitting on her desk, full of everything that she had accumulated while working at Grace Adler Designs. It had been nine years since she had walked into this office for the first time. She remembered everything about that day…


It had started off with her being awoken by Rosie sometime around 11:30 AM and wandering downstairs to drink her breakfast. It had been unfortunate timing on her part because Stan was in the dining room awaiting his fourth breakfast which was running behind schedule causing him to be particularly irritable. His "hanger" mixed with her hangover led to a nasty squabble which ended with him implying that all she was good for was spending his money and that she would never be able to do an honest days' work if her life depended on it. To this day she still wasn't 100% certain why his words had cut her so deeply or what exactly it was about them that fueled such a deep anger and insecurity within her that it caused her to pick up the paper and march herself to the first address listed in the 'Help Wanted' section.

She was beginning to doubt herself just a bit as she turned the door knob and before she could even utter a sound to make her presence known she was taken in by the sight of a young redhead sitting behind a desk that was covered with fabric swatches and take-out cartons. Karen gathered that she was on the phone with someone named Will who was apparently extremely funny because the redhead let out a laugh that was not quite like anything Karen had ever heard before but that she wouldn't exactly call unpleasant.

As the woman leaned forward to hang up the phone she noticed Karen for the first time and a smile broke out across her face that was so beautiful and genuine that it took Karen's breath away. The woman got up and as she walked toward her she held out her hand and said,

"Hi. I'm Grace Adler. What can I do for you?"

Karen reached her hand out to shake Grace's and said,

"Hi, I'm Karen Walker and-,"

"Oh, did we have a meeting set up? Gosh, I'm so sorry it's just that I'm sort of in between assistants right now and I must have forgotten to put you down in the book-,"

"Oh, no, Honey, that's why I'm here. I want to interview for the job."

"Oh, I'm sorry. I just assumed…I mean the way you're dressed…I mean you look like…well you're just the best dressed assistant I've ever seen."

She let out of those laughs again only this one was a bit more nervous and self-conscious. Karen still liked the sound of it though. She wasn't sure what it was but there was just something about this Grace Adler that intrigued her. She figured if she had to work somewhere – and if she ever wanted Stanley to get off her back, she did – she might as well work somewhere that could be a little fun. And although Karen wasn't normally one for sentimentalities or clichés she had this feeling that she had just met someone who was going to change her life. She made up her mind right then and there that she would in fact take this job.

"Well, listen, Honey, if I'm being really honest I don't really need a job per se, it's just something to get me out of the house and away from my husband and step-kids for a while. But I really do appreciate the offer-,"

"Well, actually, I haven't offered-,"

"-and I'll take it!"

"Um, I just…I mean do you have any experience in design…or assisting….or anything?"

"Listen, Grace…Adberg, was it?"

"Adler."

"Whatever. I might not have an extensive résumé but you won't find a better assistant. I have plenty of rich friends who are always looking for great designers so I could get you a ton of jobs. I could give you fashion advice and help you fix this mess that you've thrown on yourself today. You're clearly still single so I can help you find a man. You could stand to learn a lot from me, I mean, I'm fabulous, okay? I'm an incredible dresser, I've got buckets of money, I'm a hoot and a half, and I've got a killer rack. The point is that, clearly you need me and who am I to deny you that? I'll be back tomorrow around 11:30ish. I don't care about the pay or the benefits but I am going to need a very generous lunch hour and if you could clear some space for a mini-fridge, that'd be great."

She left the office just as Grace was dazedly mumbling something that sounded like,

"Okay, well, thanks. See you tomorrow."

As Karen walked back to the car she felt lighter and happier than she had in years. Something in her life had just shifted and she was almost certain that it was for the better.


Karen was snapped out of her reverie by the shrill ring of the phone. She considered answering it for a second before she decided that since she had never bothered to do that while she actually worked here she probably shouldn't start now that she was about to quit.

She never thought that it would all end like this. At first it was easy enough to ignore the fact that she felt more for Grace than an employee should for her boss or more than one friend should feel for another. She could always convince herself that the reason it bothered her so much when Grace went on dates or entered into a relationship was because of her spectacularly bad taste in men. None of those losers were ever good enough for her Gracie – but therein lied the problem – she wasn't really her Gracie. She was always Danny's Gracie, or Nathan's Gracie, or Leo's Gracie – that one had really stung. When Grace married Leo it became much harder for Karen to deny her growing feelings but even then she managed to talk herself down by rationalizing that her issue with their union lay in the fact that she really despised Leo. But that rationalization would always lead to the nagging question of why. Why did she hate Leo so much? The answer came to her one night as she sat in the study drinking her dessert. She hated Leo because he had the one thing that she could never have – the love of Grace. After that realization Karen gave up trying to deny her feelings and instead focused all of her energy on keeping them hidden from the world and most especially from the object of her affections.

She realized now that she had been successful. Grace was, in fact, blissfully unaware that her assistant was madly in love with her. She supposed she should be happy about this however she couldn't help but feel as though it were a hollow victory. On the nights when the sting of knowing that her love would never be returned became too much, she would console herself with the thought that no matter what happened she would always have Grace's platonic love. They would always be friends and she figured that any love that Grace had to give was better than none at all. But now, after witnessing how easy it had been for Grace to completely disregard their friendship in order to make herself look better to a client, Karen was beginning to question if Grace held their friendship in the same esteem that she did. All of this time that she spent keeping her feelings from Grace, she now realized, had left Grace with the impression that she had no feelings at all.

She knew that she had to leave. It was too much. Having to walk into the office every day and be mindful of everything that she said and did in order to keep Grace at a safe distance. To fight the internal battle of being so close to the one person she loved more than anything and never allowing that love to come out into the open. She had done it for all of these years and forced herself to be content with the deep and comfortable friendship that they had forged but now, the knowledge that Grace didn't even care about her as a friend left her no choice. She had to go.