Disclaimer: I do not own any of the characters and/or songs in this story

Summary : This is a Karen/Will romance...

Chapter 1:

Will and Grace sat in their apartment eating breakfast and casually talking about what each other had planned for the upcoming weekend. " Will... this weekend is the annual holiday sale at Barney's, and we..."

" Ooooo, sorry sweetie I promised Karen I would go up to her cabin in Vermont with her."

" What? Oh come on... she invited me up there this weekend too, but I told her I couldn't go because of the Barney's sale and now you're going with her. Stay here and come shopping with ME! Plus, since when do you and Karen like each other?" Grace whined.

" Gracie, come on. It's just ever since Stan died you, me, and Jack are all she has, and since you're always with Leo and Jack is always... well 'Just Jack', her and I have kind of become friends. Not to mention Vermont is like the capital of gay love... maybe I'll meet a hot guy or two." Will winked at Grace as he got up from the table to put away his box of cereal.

" Yeah, I guess you're right... Karen probably needs this getaway anyway. I guess I'll just have to bring Leo to the Barney's sale... oh god, this should be fun Leo hates shopping... haha I can't wait he's going to go crazy! Maybe this won't be so bad after all." Grace said laughing at the thought of her husband seeing her at her most psychotic.

Just then Karen walked in cheerfully, " Hey kids!" she then turned to Grace and stared blankly at her before looking completely disgusted, " Honey, we talked about this blouse. It makes those lumps you like to call boobs look even more non existent, and that fabric I..."

" Hey Karebear!" Jack interrupted as he walked in and pranced over to his best friend.

" Hey Poodle!" she said smiling at the child like qualities of her best friend.

" Who's your daddy?"

" You are." the two often went back and forth calling each other by the numerous pet names they had for one another.

" Oh Kare, sorry about not being able to go up to your cabin this weekend, but I have a date with this really hot guy later tonight and I know we're gonna spend the rest of our lives together." Jack said jumping up and down like an overwhelmed puppy.

" Oh its okay honey. Will's going with me instead."

" Oh well that's good then, because if you guys get stranded in the cold then you can use all of his fat as an insulator." he said as he sat down on the couch trying to dodge the glare he was getting from Will.

" Oh that reminds me Karen, I thought that we could rent a car and drive up there instead of taking your limo. Does that sound okay with you?" Will said trying to break up the playful banter between Jack and Karen. He had no idea what it was that made it happen, but he always secretly got a little jealous when they played like that.

" Sure honey, whatever you want. I thought we could leave around noon today, so that way we could get up there by 3:30 or 4:00 so we could settle in and relax after the long trip."

" Sounds good to me. I'll arrange for us to get the car and I'll come by your place at 11:00 then we can go out to lunch and be on our way." Will said smiling.

" Okay, I'll see you then bye honey, bye Poodle, bye Grace." Karen said smiling as she left Will and Grace's apartment to go back to her penthouse and pack her things for the weekend.

"Yeah, I'm gonna go to the gym. Bye chunky, bye G." Jack said exiting.

Will continued to smile as he began to wash the dishes. "What was that?" Grace asked.

" What was what?" Will asked puzzled.

" You and Karen. You two smiling and laughing, and her agreeing to everything without even putting up a fight. If I didn't know any better I'd say that you two were flirting." Grace said in a mocking tone.

" What? No way, I told you we're friends. Friends smile and laugh and get along." Will said defensively.

" I know, I know! I was just saying that it was kind of weird."

" I'm uhh... I'm gonna go pack my things." Will said scurrying into his room to avoid anymore of the awkward conversation.

Grace sat at the table drinking giggling to herself about how embarrassed Will had just gotten. " Will and Karen...hmmm... no, no way that's just crazy."