Will heard the sound of her stilettos on the tiled hallway floor outside of his office, but the sharp clack, clack, clack didn't register in his mind. His index finger slid along the corner of the meticulously chiseled maple picture frame as he picked it up, smiled back at the people in the photograph and perched on the corner of his desk.

They were an odd group; a mish-mash of personalities that had somehow ended up together one sweet Sunday afternoon in Central Park, and had gotten along so famously that Will couldn't resist the urge to take the picture. It had turned out so adorably that it became an immediate staple in the next several offices he occupied.

Vince was tan and handsome as he sat on the ground and leaned against a beam of the picnic table, his face turned not towards the camera but instead upward, towards a smiling Karen who was seated on the bench of the table above him. She was looking right at Will behind the camera, the image capturing a rare inner joy and lack of self-consciousness. A two-year old Ben was standing next to her on the bench she was seated on, in profile as he planted a kiss on her cheek. Vince held one of his tiny hands and the other was wrapped around Karen's neck.

Will studied the photograph; tried to remember the warm breeze that had caressed their cheeks and the bright sun that had left its rosy imprint on their shoulders that afternoon, so long ago. A soft knock on him door drew his focus up and away from the memory.

"Come in," he called, twisting his torso to place the picture frame into a cardboard box that was sitting next to him on his big mahogany desk.

"Hi, honey," Karen greeted him, stepping into his office and closing the door behind him. She smiled, her face assuming a stance that he had just been looking at in the picture, only this version in front of him possessed a few more wrinkles, had a bit more natural joy.

"Karen, what are you doing here?" he asked her, pleasantly surprised to see his old friend standing before him, clutching a greasy paper bag, its top rolled down to seal its contents.

"Can't I bring my lawyer a little lunch?" she asked, moving closer to him to set the bag of takeout down next to him on the desk.

"No, actually, you can't," Will responded, sniffing the bag next to him as she unrolled the top. "Because as of today, I am officially your former lawyer."

"Right, right," Karen smiled, taking several white boxes out of the bag and arranging them neatly next to him. "A friend then? Can't I bring my friend a little lunch?"

Will shrugged playfully and picked up the takeout box that was sitting closest to him. Karen moved around to the back of his desk, pausing to give him a small embrace as she did so, before settling into his leather captain's chair and selecting her own box of Chinese food.

"Good Lord, this place looks terrible!" she observed, glancing over the nearly-empty office. The walls displayed several bald spots, where the paint had been chipped over the years. Will had cleverly hidden these blemishes with his diplomas and hanging picture frames, but now that all the walls were bare they were painfully obvious. The hardwood floor had lost its shine in places where Will had paced over it a few hundred too many times, now made obvious by the lack of decorative rugs and well-placed pieces of furniture.

"I know," Will agreed, chewing a noodle that he thought probably hadn't been cooked enough. "I feel bad for whoever gets it next."

"Well one of those other gay little lawyer boys can fix it up nice," Karen suggested, "pick up where you left off."

Will didn't say anything as he continued to chew, just nodded in agreement. If he was being honest with himself, he was a little nervous about if anyone in this firm would be able to pick up where he left off - and in more ways than just the interior decoration of his large corner office.

"So how does it feel to be a retired old man?" Karen asked, a smile in her voice.

"Amazing," Will swallowed, "and terrifying." Karen cocked her head to the right, gave a questioning look. "The feeling of release is incredible," Will explained, "like for the first time in 40 years I have nothing to worry about - no responsibility to anyone within these four walls. But…I'm just not sure what I'm going to do with myself."

Karen nodded slowly in understanding. She had felt the same way when she retired from Grace Adler Designs, but the feeling had quickly passed when she realized how much there was left unaccomplished in her life that she suddenly had all the time in the world to do.

"You'll find things, honey," she reassured him. "Trust me."

Will smiled at her, truly comforted by her confidently reassuring words. This was nice; it had been a long time since he had spent any time alone with Karen. He realized how much he had missed her company.

"So why are you here, really?"

"Well, you know…I…" she hesitated. Karen actually wasn't entirely sure herself why she had felt compelled to drop by Will's office this afternoon. "I guess I just wanted to spend one more afternoon here before you handed over the office key to someone else."

"Ah," Will muttered, ingesting what she had just told him. Things were definitely changing rapidly lately - and he was glad he wasn't the only one who seemed to be feeling the effects.

"How's Jack?"

Karen wasn't sure if his question was as out-of-the-blue as it seemed to her, or if she was just more sensitive to that particular question in light of recent events. She was fairly certain Jack hadn't told Will anything about his condition, but Will's sudden curiosity about their friend still took her aback. Her hesitation did not go unnoticed by Will.

"Um…he's fine," she lied. She looked him in the eye as she said the words, remembering that once, a long time ago, she had read somewhere that people who were lying tended to avoid eye contact. She did her best to make her words resound as truth.

"Good, good…" Will replied, his voice quiet. Something about Karen's demeanor seemed off to him. It was probably the fact that although she didn't want to have this conversation with Will now, somewhere in her subconscious she was dying to have him as a support beam in this ordeal. Jack may not have wanted Will and Grace's support, but she was beginning to realize that if she was going to make it through this mentally unscathed, she would need it.

Karen averted her eyes to the packing box across from her. She set her takeout down and pulled the box closer to her, rooting through it to find a new topic of conversation. When her hand settled upon the photograph Will had been looking at when she walked in, she had found her perfect diversion.

"God, I look so young," she muttered, scanning the faces of the people in the picture, including her own.

"You look practically the same," Will replied, taking the picture from her hands and tossing it gently back into the box. She may have been desperate to change the subject, but he wasn't as eager. He grabbed her hands that had been thrown toward the box in protest, intercepting her attempt to reclaim the photograph. She was grasping at thin air now, literally and figuratively, as her diversion disappeared.

"Karen," Will spoke her name slowly and deliberately, grasping her extended hand firmly but gently with both of his. He chose his words carefully, not wanting her to become defensive or secretive and push him away farther. "Is everything…ok…with Jack?"

But Karen did get defensive, and she brashly wrenched her hand from Will's grasp and stood. Instead of answering him, she purposefully strode towards the window on an opposite wall and stood in front of it indignantly, not wanting to evade his question but also not wanting to answer it. Her gaze was intent on the street below her, but she wasn't seeing the people hurrying across it.

Before long, she felt Will's hands on her shoulders. He didn't push her into talking, just let his gesture comfort and assure her. She turned around slowly, looked up into his eyes.

"He's sick, Will," she whispered. He frowned, his eyes searched hers for a moment before she looked down at the floor between them. Her next words were barely audible, sighed as an afterthought. Karen had been thinking them for weeks now, but she had never allowed herself to say the words aloud. But she needed to say them, for herself and for Will. "He's dying and there's nothing I can do to help him."

Will's mind was reeling. He had no idea what she was talking about, but it was painfully obvious that she was serious and so was the situation. He had followed her gaze down to the floor, and mentally cringed when a tear drop splattered the top of his leather dress shoe.

Instinctively, he pulled Karen into his arms, where she cried into his shoulder, the explanation of her sorrow coming out in sobs. They didn't leave each other's embrace for over an hour. She cried, he cried, and for the next couple of hours, Will completely forgot that this was his last day in his office. And that would never be the reason why he remembered this day.