***Playlist: "1234" by Feist

Karen felt like her world was tipped on its side. Don't misunderstand - this was an improvement from how she had felt before she went to Will's office. Before, everything was upside down; some semblance of how her life was supposed to be going, but totally backwards in its little details. Now things were half-right. Obviously she and Will were on better terms, but she still wasn't sure where their relationship stood. She had left his office that day with a lighter heart, but without any sort of notion about where they were supposed to go from here.

One week later, she was at Will's apartment with Grace and Jack, sipping a cocktail and listening to Jack's latest story of lust. When he got to the part where he and his latest conquest made love, Karen looked at Will just in time to see him looking at her, and she blushed. As Jack began to graphically recount his romp with Frederico, Will cleared his throat.

"God, that sounds fantastic," Grace piped in.

"Jack, we don't need to hear all the gory details," Will chastised, standing from his chair to retrieve the half-empty bottle of red wine from the kitchen.

"Oh come on, Will," Grace interjected. "Haven't you ever had mind-blowing sex like that?"

Karen took a long gulp of her wine. Even though the thought of Will and Karen being sexual partners would likely never cross his other friends' minds, Will hoped they didn't notice his slight hesitation.

"You know, that's really none of your business." He leaned over Grace's shoulder to fill her glass. If he could get her just a little more drunk, she would forget all about her curiosity in his sex life.

"I'm sorry," she replied, "I know it's been awhile since you've gotten any action."

"Yeah Will," Jack chirped, "how many years has it been since you had sex?" He and Grace giggled, Karen remained quiet.

"I'll have you know," Will responded, "that I had great sex a week ago."

"Great, huh?"

It was Karen that spoke now, a devilish glint in her eye as she extended her glass to Will for a refill.

"Yeah, fantastic, actually." Their gaze lingered just a moment longer than was necessary as Will re-corked the wine bottle.

Grace's interest in the conversation disappeared as soon as her beeper started going off in her purse, which was resting on Will's couch. She immediately jumped up to get it, and stumbled a bit on her first step.

"Never could hold her liquor," Karen teased as Will extended a hand to Grace to steady her.

"I guess I had more wine than I thought," she stated, rummaging through her bag until she found the elusive beeper. She studied the number before tossing it back in and throwing her purse over her shoulder. "Shit, I've got to go."

"What?" Will asked, disappointed.

"Yeah, the Friedmans just beeped me…their new bathroom fixtures were installed today and they've been having some plumbing issues…I told them to beep me if there were any big emergencies," she explained. "Of course I didn't actually expect there to be any…I should go take care of this."

"Can you go like this?" Will asked, referencing her current state of semi-intoxication.

"I'll be ok," she assured him. He kissed her quickly on the cheek and walked her to the door, watching her disappear into the elevator. He turned back towards the kitchen to see that Karen and Jack had already cleared everyone's plates and were standing in front of the sink, splashing soapy dishwater on each other and giggling like school children.

He smiled as he watched them, marveling at how close they had become in such a short period of time. Then he realized that it wasn't all that strange; when he and Karen first met they were sleeping together in a matter of days. She had that power - the ability to make people want to open up to her almost instantly. And once you let Karen Walker in, there was no backing out. She stuck with you, in your thoughts, your dreams…lately Will had found himself making special trips to Grace's office just to see Karen, to be in her presence. He was beginning to understand that for the second time in his life, he was falling under her spell.

"I've got to go meet Rudy for drinks," Jack announced, putting down the dishtowel he was holding.

"Rudy?" Karen asked. "I thought you were seeing Frederico."

"Last night I saw Frederico, tonight I'm seeing Rudy."

Will shrugged, Karen nodded. Jack said goodnight to each of them and in a flash was out the door, leaving Karen and Will all alone. They were silent as Karen turned back to the dishes, methodically dipping each one in the filled sink before pulling it out and setting it aside to be dried. After a moment, Karen felt Will at her side, picking up where Jack had left off with the drying.

"This is nice," he commented. "I didn't know you did this type of thing." He motioned to the sink in front of her; she was up to her elbows in suds.

"Occasionally," she shrugged. "It was nice of you to make dinner, so, you know."

Will smiled slightly at her thoughtfulness. There was a time when he had pictured her doing domestic duties such as this, the time when he had imagined her as his wife in some distant future.

"Listen, Karen," he began, his voice taking a serious tone. He put down the plate he was drying and turned towards her. "About what happened last week in my office…"

"Will, we don't have to talk about," she replied, not taking her focus off of the work in front of her. "It was a mistake. I'm sorry…" when she finally looked at him, she saw the slightest traces of disappointment in his eyes. "…I'm married."

"I know," he nodded. "I didn't mean for it to happen. I-I don't think need to say how we're both feeling, about being suddenly back in each other's lives after all these years…but I wanted you to know that it was - it was nice. And I want to be friends."

"I'd like that," Karen smiled. Will handed her a clean towel and helped her dry off her hands and forearms. His strong hands caressed the soft skin above her wrists, his fingers innocently entwined with hers.

"Oh - you've got some…" Will reached a hand up to Karen's cheek, where a few stray soap suds were dotted. His hand lingered on her face, as she succumbed to his touch. "…soap."

Without being able to help herself, Karen closed the inches between her face and Will's, his lips just as eager and hungry as hers. His hands explored her body as they kissed, hers rested on his chest underneath his shirt. Soon he was picking her up and carrying her into his bedroom, where he shut the door with his foot and tossed her onto his bed.

A couple of hours later, Jack returned after his date with Rudy. He rubbed his tired eyes as he locked the door behind him, then frowned in confusion upon seeing Karen's purse still sitting on the table. It wasn't like her to leave without her purse, but he moved on quickly, shutting off the lights and making his way down the hall to his bedroom across from Will's. But as he passed Will's door, he heard something odd. He heard Will say something in a low voice that he couldn't quite make out, then the unmistakable laugh of Karen Walker. Then a series of soft moans from both of them, and the squeaking of bedsprings.

Jack gasped softly, backed away from the door and into his bedroom, shutting the door behind him as he tried to wrap his brain around what was going on.