"Do you have any kids, Karen?" Claire asked. She and Will were seated next to each other on the over-stuffed purple loveseat in the living room of her Paris apartment. Karen was seated across from them in a rocking chair, holding Claire's new baby gently.

"What?" Karen asked, looking up from the baby's face, which Karen had been studying intently as her tiny hand had wrapped around Karen's index finger. "Oh…uh, no. Well, I have two step kids."

"But none of your own?" Claire asked, taking a sip of red wine. Karen looked back down at the precious infant in her arms and shook her head. Claire didn't say anything, just raised her eyebrows in surprise and looked at Will. He folded his arms across his chest and pointedly avoided her gaze. It was so obvious what was going through all of their heads; Karen was a natural with the baby, how could she not have one of her own?

After an uncomfortable period of silence, Will broke the tension.

"So how'd you pick her name?" he asked, turning towards Claire. Across from them, Karen smiled at the baby as she cooed and yawned.

"Well," Claire began, folding her legs up next to her on the couch, "Anna is for Anna Wintour -"

"Wow, you really do love your work…" Will joked. Karen looked at him, puzzled. "Claire works for Vogue," he explained. Karen nodded in understanding and turned her attention back to baby Anna. Claire rolled her eyes at Will's comment.

"-and Marguerite after my grandmother," she finished. Will nodded as Claire looked down at her watch.

"I'm sorry, Karen," Claire began, standing from the couch and crossing to Karen to take the baby from her arms. "But I've got to put her down for the night."

Karen stood quickly but didn't release the baby.

"Do you mind if I…?" she asked, cradling Anna and motioning towards the hallway that she guessed would lead to the nursery with a nod of her head. Claire smiled.

"Not at all," she told her, "it's the second door on the left."

As soon as Karen disappeared into the hallway and they heard the nursery door click shut, Claire motioned for Will to join her in the kitchen. He stood up and followed her, and leaned against the counter once they were in the kitchen as Claire pulled three plates from the cabinets above him.

"Karen is great with Anna," Claire told him, setting the plates on the counter next to the oven. Will turned to the cabinet above him to search for clean wine glasses.

"I know," he agreed. He smiled to himself as he remembered the lovely scene of Karen, vulnerable and maternal, cuddling the adorable baby.

"I'm surprised she doesn't have any kids of her own," Claire announced, cutting into the chicken she had just pulled from the oven. "Does she not want any?"

"Um, you know, I don't really know," Will lied. For some reason, he was reluctant to discuss this with Claire. Perhaps it was because of the emotion welling up in his throat as he thought about Karen's situation; she would clearly make a great mother, she wanted a baby, but it just wasn't happening for her. He saw the pain on her face when she told Claire she didn't have kids of her own. He hated seeing that look in her eyes. Will quickly cleared his throat and changed the subject.

"But things are working out well for you and Anna?" he asked Claire, walking the short distance to the small table and placing a wine glass at each place setting. "You're happy?"

"Yeah, absolutely!" Claire replied. She took the oven mitts off and placed them on the counter next to her. She picked up one of the plates and handed it to Will, who put it on the table, before she grabbed the other two and joined him next to the table. "You know, it's not exactly ideal that she doesn't have a father figure, but I'm hopeful that I'll meet someone soon." She took a seat and motioned for Will to do the same. "I actually have a date tomorrow night!"

"God, that's great, Claire," Will sighed happily, placing his hand on top of his friend's. She met his smile. "I'm a little bit jealous, actually."

"This will happen for you someday," Claire reassured him. "You'd be a great dad, Will." He shrugged. "When the right opportunity presents itself, you'll know."

Will suddenly felt guilty, realizing that his jealousy was a little unjustified. He could have had this - and he could have had it with Claire, if he hadn't rejected her offer to father this baby a year ago. He frowned and looked into her eyes, suddenly serious.

"Claire, I don't know if I ever got to fully express to you how sorry I am that I couldn't do this for you," he told her. "It was just, Grace freaked out, and it all happened so fast…" Claire raised a hand to silence him.

"Will, its ok," she told him. There was no trace of resentment or disappointment in her voice. "I understand. And look, things worked out pretty well anyway!" she assured him, nodding towards a picture of Anna that was stuck to the fridge behind him. He turned to look at it as she continued to speak. "You'll know when you find the right person to make a child with, Will. It's a special thing and something you will share with them for the rest of your life. It has to be someone who you know will always be around and who wants it just as much as you do. I just wasn't that person last year."

"But what about you?" Will countered, cautiously. "You didn't ever find that right person, you used a sperm donor."

"That's true," Claire agreed. "But I was at the stage in my life where I was ready for a baby, and I couldn't keep waiting around for Mr. Right. My biological clock was ticking, but you don't have a biological clock. You can keep searching for as long as it takes."

Will sat back in his chair and nodded, his mind distant. He knew he did want to be a dad, someday. He wasn't sure he was ready for a baby now, but he was confident he would know when that time came. Finding a mother for his child, though, that was a different story. He and Grace had always talked about doing it together, but she was with Nathan now, and even if that didn't work out, was sure to find someone wonderful.

"Karen, though," Claire began, standing to go back towards the kitchen and open another bottle of wine, "that's a different story. I don't know how old she is, but I'm guessing she's hearing her clock ticking pretty loudly. I hope for her sake she listens to it."