NOTE: Lyrics to the song "An Unusual Kiss" by Melissa Etheridge are featured before the beginning of this chapter, and after the break, in italics, as well as in the dialog. I do not own the song.

"It's 3:17 am. Please let me into your eyes"

3:17 am

Karen, I can't take it anymore! I come home just a little late, and she's on my case about it. It's always like this every time I'm over here, Dad never does this. Please, I can't stay here.

Will's lips graced the nape of her neck as her mind raced. She hated being so harsh and short with Olivia earlier, but there was no way she could keep her here; not only because of Will, but because she was never the maternal type, and would so quickly fail Stan in a way she never wanted to. She had told her step-daughter to sleep it off and in the morning, she'll be fine. Olivia had hung up the phone in anger. And Karen couldn't keep it away from the forefront of her mind.

It took him a long time to notice; he was more concerned with the warmth of her skin as he kissed it. She didn't help matters much; she went through the motions so she wouldn't have to explain anything. But when he did notice, he saw that the light in her eyes—eyes that weren't focused on him—that was there once before had gone out. And for a moment, he was convinced that it was because of something he had done. Maybe he pushed her too far, maybe he coaxed her into doing too much, more than she was comfortable with; although she never seemed like a woman who had limits, his perception of her had changed so much over the past few hours that he wasn't even sure anymore.

"Hey," he said quietly, soothingly. She looked at him vacantly. "Where are you?"

"I'm right here." It was half-hearted, hardly considered a passable response. And she could tell that he didn't buy it.

"Let me into your eyes. What's troubling you so much?"

She didn't want to say anything, hoping to spare him what she had been feeling for over an hour now. Lead him off the path. It's the least you can do.

"You don't need to worry about it, Will."

"If you're concerned, I'm worried. It's not anything I did, is it? I don't want to be the one to hurt you."

She gave him a little smile and half a laugh. "Of course not," she said as she graced his cheek with her hand. "Of course you didn't do anything. You've been perfect. You've been so good to me. Better than I deserve, actually."

"You deserve the best of everything, Karen."

Her smile faded as quickly as it appeared. "Please don't say that. I really don't."

"Why not?"

Could she really tell him? He'd been so good about everything else tonight. Maybe she was over thinking his reaction. Maybe he could help her rationalize and forget it. Maybe…

"Karen?"

She started out with a sigh.

Then she began to tell him everything.


"4:23, and I try to hold on as you rise
I'll give you all that I have, if that's what you want me to try"

4:23 am

"Will, please say something."

He had been silent for what seemed like an eternity. She could have brushed the call off—she should have brushed it off, and said that it was no big deal—but she saw no reason to lie to him anymore. Not after the last few hours. But she could tell that her reasoned bout of honesty might have derailed anything they had going on.

"I don't know what else to say about it, Will," she continued. "I can't lie to you. And I know you wouldn't want me to."

Silence.

"God, honey, I wish you'd say something."

Will looked at her for a moment before he finally spoke.

"I can't."

"I can give you a few minutes if you need them."

"No, that's not what I mean. I can't do this anymore." The words she had been dreading, and he said them.

Will started to get up from the bed. He had one foot on the floor when Karen grabbed a hold of him. "No, don't," she cried out helplessly. "Please don't leave me here, like this."

"I don't know what else to do, Karen. You just made it real. Everything outside of this room is real now. Our friends, your marriage. The fact that you have step-kids, for god's sake! What do you expect me to do?"

"I don't have psychic abilities, Will! How the hell was I supposed to know Olivia was on the other end of the phone? And you knew damn well what you were getting yourself into. It's not like we just met each other in a bar and decided to just randomly hook up. We've known each other for four years already! You knew about Stan, you knew that kids were involved. Hell, you even knew that we would have Grace and Jack to deal with. I can't help what you choose to believe."

She didn't mean to be so harsh. Immediately, she tried to make it up to him. "I'm sorry. I didn't mean for it to come out like that. Just please, don't go. Please. I'll give you all that I have, if I haven't given it to you already. It really means the world to me that you're here. I don't want to mess it up."

Silence.

He had been silent for what seemed like an eternity.

"I don't know what else I can say." They had come full circle with this conversation. They were getting nowhere.

Silence.

"God, honey, I wish you'd say something."

Will looked at her for a moment before he finally spoke.

"I can't."

Karen tried once again to grab a hold of him when he made the move to leave.

Except this time, she couldn't keep him there.

And she watched him grab his suitcase and walk out the door.