Her search for an apartment of her own was slow. It seemed like every apartment she found was just too small. She had a lot of things and closet space was a definite issue. But she couldn't stay with Will and Grace any longer. It sounded wrong, and it felt wrong. It felt like she was breaking a sort of routine in the friendship between the four of them.

Will seemed to have a newfound respect for her after she told him what had happened. She didn't mean for it to all come out the way it did, sounding so vulgar, but she was glad that he knew. She didn't have to hide from him and he didn't pity her, the way that she had feared.

Karen was standing in Will's bathroom one evening after a bubble bath. She was another five pounds thinner, but she still felt that she looked horrible, hideous. She was clad in a black bra and a matching thong when she looked into the full length mirror. She didn't feel like Karen anymore. It was like alcohol, pills, and sex were the only things that made her herself. Since Will had taken away her pills and alcohol, and she didn't feel much like having sex, for obvious reasons, she was a different person. She was somebody that she wasn't sure if she liked or not. The uncertainty is what she hated the most.

"Kare, are you coming to bed?" Will's knock on the door brought her out of her daze. She smiled at how nice it sounded when he said that. It had been so long since she had felt so cared for.

"Yeah, honey." She stepped into her black, silky pajama pants and began buttoning her shirt. She brushed her teeth and cleaned up the bathroom before she opened the door and turned out the light. "What are you reading?"

"I'm looking in this magazine for apartments that are around here. Look at this one." She flopped down on her stomach and squinted at the page in front of her. She couldn't see it at all, but she smiled like she could. Her glasses were on the bedside table and she didn't feel like moving to get them. "It's right down the street, and it has a walk-in closet."

"That's my kind of place, honey." She smiled and rolled over to look at the ceiling. Will sat the magazine on his table and watched her, knowing that she couldn't tell without her glasses on.

"Are you alright? You seem like something's on your mind." She shrugged and placed her hands behind her head, lying on them. Will watched as her shirt lifted up, just a little, to reveal her bellybutton. He couldn't help, but stare at her pale skin. It looked so soft.

"Can you keep a secret?"

"Of course I can." She sat up and turned to lie on her stomach, her face next to his.

"I'm just not feeling very beautiful right now." A small laugh escaped her lips, almost embarrassed. "It sounds silly, doesn't it, honey?"

"No, it doesn't." She shrugged and rolled over to join him under the covers of his bed.

"Goodnight, honey." He turned off the light and settled further into the bed. After a moment of getting comfortable, he scooted closer to her and put an arm around her waist, caressing her stomach with his hand for a moment. She couldn't believe that his touch was actually beginning to turn her on. She hadn't felt that way in a long time. She wanted the feeling to last so she was quick to begin speaking. "Honey…"

"What is it?" His question came when she didn't finish her statement. She turned around and lay on her back, turning her head to face him. It was difficult for her to find the words to say to get her question across.

"I know that you're not attracted to women, but…" His lips met hers in an instant. He knew exactly what she was thinking; he was thinking the same thing. He deepened the kiss and slid his tongue in between her lips. She turned her body to fully face him as their tender kiss continued. He pulled away and looked into her gleaming eyes, hoping that he had satisfied her thoughts. "Touch me."

"What?"

"Don't stop. Put your hands on me."

"You want me to make love to you?"

"Yeah, honey."

"Are you sure? You can't be ready for it yet. Maybe we should just talk."

"No. I want you to. Please, Will, make me feel beautiful."

"You are beautiful, Kare." A smile lit her features before she leaned up to capture his lips, making up his mind. His hand slid along her side and came to rest on her thigh. She rolled over on top of him and straddled him, sitting up. He sat up as well, holding her on his lap, their faces only inches apart.

He slowly brought his hands up and unbuttoned her shirt, sliding it from her shoulders and tossing it to the floor. She mimicked his motion and took his shirt off as well. They stayed still for a moment, neither of them knowing how to go about continuing. It seemed slightly awkward, for obvious reasons, but it also felt right. There was so much trust between them that it was a comfortable step to take.

She took his hands in hers and placed them on her breasts, sending a jolt through his body. He couldn't believe that he was touching her in that way. She leaned forward and pressed her lips against his and his hands began to move for themselves, massaging her breasts before reaching behind her to unhook her bra. He tossed it to where their shirts lay and moved so that she was on her back, him on top of her. He kissed her neck and began making his way down her body, in between her breasts and down to her bellybutton. She shivered, still leery of being touched like that.

She sighed as he slid her silk pants down her legs, her thong following quickly behind them. She felt so bare in front of his eyes, vulnerable. She couldn't meet his gaze and bit her lip as he surely observed her naked body.

"Look at me." She met his eyes to find that he was only observing her face, not her body. She smiled softly and he leaned down to kiss her lips again. She ran her hands down his bare back and under the line of his pants, resting them on his buttocks. She pushed his pants and boxers over his hips and down his legs with her feet, as well as accidentally pulling the comforter from their naked forms. They were left bare to the moonlight that was shining through the window.

He kissed her neck and ran his fingers through her hair as her hands made their way down the front of his body. She took him in her hand and gently stroked him, a bit shocked by her own boldness. He sighed into her ear and kissed back up to her lips. He reached down her body and spread her legs further. She released him from her grip and wrapped her arms under his, holding his shoulders in her hands. His eyes met hers in a questioning motion, asking if she should continue, if she was okay. A flashback of him suddenly flew through her mind, at the most inopportune time, and she shook her head to keep the thoughts away. She took a deep breath and nodded. He understood and kissed her softly on the lips before slowly completing a connection between them.

"Don't move yet." Her whisper came in the form of a sigh. She wrapped her legs around him and kissed his lips deeply, letting her tongue meet his in a playful fashion. She saw his face whenever she closed her eyes, so she kept them open. It was easier when she could only see Will. Her hands caressed his muscular back before coming to rest on his shoulders again. She squeezed her legs tighter around his waist before releasing him, telling him that it was alright to move. He pulled out and pushed back into her, her sigh getting lost in his mouth.

She felt so warm and soft beneath him. He hadn't had sex with very many women in his life and he was aware of the rising nerves in his stomach, not wanting to disappoint her. His motions became shaky and Karen sensed his nerves. She kissed his lips softly before finding his eyes.

"Are you okay?" He whispered, finding his voice through increased breathing.

"Yeah, honey." He quickened the pace and a small moan escaped from her lips. It felt so wonderful to have him inside her. She could hardly believe that Will, of all people, would be the one to make her feel alive again.

Her fingernails dug into his shoulders, leaving marks behind, before she ran them down his body to rest on his hips. Pleasure overtook his nerves and his motions became bolder, smoother than before. He ran his fingers through her hair.

She felt an orgasm beginning to burn in her stomach. Her excitement increased as she realized that he was bringing her to the point of a climax. It was something that she hadn't felt in a long time and she appreciated it more than she ever thought she would. She bit his lip and he could feel her breath quickening. Her eyes became wet with tears, but she was filled with too much pleasure to look for the meaning behind them.

His pace became faster and he plowed deeper into her body. Suddenly he felt her shiver and shake beneath him. Her muscles flexed around him and it was too much for him to take. She clung to him, pulling him closer with her legs while his climax burst within. He didn't stop moving until her sighs of satisfaction ceased and the waves stopped rippling through his veins. He collapsed on top of her sweaty body, kissing her neck.

Her breath was heavy and she felt like she would never find it again. He pulled back a little to look into her eyes, which were filled with tears. He kissed her hard on the mouth while his hands wiped her tears from her cheeks.

"You're beautiful." A smile made its way across her face and she began to sob uncontrollably. Each emotion completely contradicted the other. "Did I hurt you? What's wrong?"

"It was so good, honey." Her lips met his and she kissed him through her outburst. She ran her hands through his hair. Their lips disconnected and he pulled out of her body. She stayed on her back, naked, and completely satisfied. Her only thoughts were Will and how wonderful he was.

He sat up and pulled the blanket over them, smiling at how mellow she seemed. After lying back down he turned to look at Karen. She was staring at the ceiling, but her hazel eyes met his when he took her hand. Tears were still falling down her cheeks. He reached forward and wiped them away with his thumbs.

"Can I hold you?" She smiled, genuinely, touched by his request.

"Only if its all night." His smile joined hers in a kiss. She rolled over and molded her back to his stomach as he wrapped his arm around her waist. His hand slid up to caress her still bare breasts before resting on her stomach. He kissed her neck and pulled her as close as he could. Life could seem so soft sometimes.