Plot: Grace worries when she begins to fall for Will again and goes out of her way to avoid him.
Disclaimer: "Will & Grace" is a property of NBC...no infringement intended.

It's been a long time since Grace has thought of Will in "that way". Ever since she found out that Will slept with a Diane after her, made her extremely jealous. How could he do it? Will told her that he loved her that is why he couldn't go through something like that with her. Grace told Will that they're ok, but deep inside, all the old hurt started to come back. She knew she was falling in love with him all over again.

She knew it was wrong, and she knew it had to be stopped before it's too late. She decided that it would be best if she avoided Will for a while...just to get things cleared in her head.

Grace dedicated all her time to her work. She tried not to think of Will. After work, she would go straight home. If she was home, she would screen her calls and if Will knocks on her door, she just pretended she wasn't home. It was hard, she missed him terribly, but she HAD to do it.

One time at the office, Grace was sketching, and Karen was, of course, browsing through a magazine, when the phone rang. Grace stared at it...it just kept on ringing. She knew it was Will.

"Karen, could you get that please, and if it's Will, tell him I went out..." said Grace.

"What's wrong honey? having trouble with your marriage?"

"Just, get the phone, please..."

"Grace Adler Designs..." answered Karen "Oh hi Wilma!.." (looking at Grace) "Nope, she's not here, she went out...probably to buy another hideous outfit..okay honey, i'll tell her you called...bye."

Karen stood up and went next to Grace. "Honey, what's wrong? Trouble in abnormal paradise?"

"It's nothing Karen, just, get back to wo-...to your magazines.." said Grace

"Honey, come on, you can tell me..."

"Oh, alright...I-I'm falling in love with Will all over again, and I know it's wrong that's why I'm avoiding him." sighed Grace.

"Oh, I knew that," giggled Karen

"What? How-?"

"I see the way you look at Will, you've always been in love with him honey. Bringing back the memories just made it more obvious..."

"Oh my God! i'm obvious! What should i do? I should just cut him off my life completely!"

"Honey, no, that's not fair to Will, he should know this...you can't just go cold turkey on the guy."

"I know Karen, i just need some more time to think, that's all. And this is just between us ok?"

"Sure honey, you know me...."

"I think I'll go home, I don't feel good..." said Grace, walking out.

"Bye, honey...feel better..."

As soon as the coor closed, Karen immediately dialled Jack on the phone

"Hiya poodle...guess what..."

Will dialed Grace's office. He hadn't seen her in a week and wanted to go to the movies that night.

"Hi Karen, can I talk to Grace please?....Where'd she go?...Well, tell her I called ok?..bye."

Will felt something was wrong. Is she avoiding me? I'm gonna have a talk with her, he thought.

Will tried to work, but he couldn't stop thinking about Grace...he finally decided to go home and wait for her. He'll wait for her in the hallway if need be.

Grace entered the elevator, and looked at her watch. ood, she thought. Will would still be at work. She pressed her floor, and thought about taking a hot bath so she could think. She was fixing her bag while she walked out the elevator, when someone called her name.

"Hey Gracie! Finally, I ran into you! Have you been busy?"

"Will...I-...yeah...lots of work..." said Grace awkwardly.

"Well, you wanna go to a movie tonight? Relax? Unwind?"

"Uh, you know what...maybe next time, I have a lot of work to do...see ya.." Grace walked to her front door.

"Whoa, Grace, wait a minute, is something wrong? Are you avoiding me?"

"Me? I'm fine....just busy...see ya." Grace said as she closed the door

Grace was almost in tears as she cloed the door. She hated doing this. She missed Will so much. But she knew that he could never love her the way she wanted him to.

Will stared at Grace's door, confused. He was walking back to his apartment when Jack stepped out of the elevator.

"Will, why are you wearing your fat jeans?" Jack said as he went inside Will's apartment.

"Don't start with me, Jack. It's a bad time." said Will annoyingly.

"Well, aren't we Mr. Scrooge tonight....what's wrong with you?" asked Jack as he went to the fridge and got an Evian.

Will sighed, and dropped himslef on the couch.

"It's Grace, it's like she's mad at me or something...she totally avoiding me." said Will, almost pouting.

"On the contrary my dear friend, it's the complete opposite," said Jack taking a gulp of Evian.

Will looked at Jack and stood up, interested.

"What-...do you know something I don't??" asked Will

"Will, I ALWAYS know things before you......"

"Well??? What is it?? I'm dying here!" said Will, annoyed that Grace would bother to tell Jack before him.

"I'm sorry, but it's private..." said Jack arrogantly.

"PRIVATE?!? Grace is my best friend! I have a right to know!" yelled Will.

"That's just it, fatty! Grace is your FRIEND. That's all she'll ever be to you...." said Jack

"WHAT? What are you talking about?" asked Will.

Jack sighed...what has this abnormal relationship come to?...he thought.

"Sit down Will, I'll tell you, but you didn't hear it from me, okay? Say that you heard it from Karen!"

"Fine! What is it?" said Will, listening intently.

"Grace is in love with you...again. And she knows it's wrong, so she's avoiding you so she can get over it."

"What? She can't avoid me...we're so much a part of each other's life...we should talk about this.." said Will as he headed for the door.

"Think about it, Will! If you talk about it...nothing will come out of it! You can't give her what she wants, and you'll just emberass her."

Will walked back in and sat on the couch, hands on his face...

"So what do I do?" asked Will "I can't have her avoid me...I...I need her, Jack"

"That's also something that confuses me Will, what do you need her for? I know you don't need her as a friend Will, becasue you guys are more than friends, but less than lovers. We all know you love her Will, but we don't know to what degree....you know what, we can't really blame Grace, because even Karen and I are confused."

"Karen knows about this?!?! You mean everyone knows but me?"

"What else is new?...If I were you, I'd use this time that Grace is giving you to think about it also." said Jack as he walked out.

Grace was sitting by her window, looking out on the street. She has just taken her shower and was in a robe. I need to move, she thought. Suddenly there was a knock on the door. She wasn't answering when she suddenly heard Will's voice.

"Sweetie, I know you're in there...open the door please, I need to talk to you."

Grace hesitated, but she knew Will saw her today...she might as well open the door.

"Hi, it's not a really good time, I have tons of work to do..." said Grace trying to make an excuse.

"I know you're lying..." said Will walking in and sitting on the couch. "We need to talk."

Grace stared at Will, this is it, she thought. Tears started to well up in her eyes, she doesn't know why.

Grace turned away so Will wouldn't see, but it was too late Will was behind her already.

"Sweetie, why are you crying? What's wrong?"

Grace just sobbed some more. All the emotion she has been keeping inside started to come out. She couldn't help it, she hugged Will tightly.

"Grace, sweetie, please stop crying, I...I know why you're like this..," said Will

Grace let go of Will and looked at his eyes, confused.

"What?...Who told you? I mean....," said Grace

"Gracie, I wish I could make things better for you....I mean....I WANT to make things better...," Will's words faded.

"Damn you Karen!" said Grace.

"Actually, Jack told me..."

"Damn you Karen!"

"That's not important, what I want to know is that why couldn't you tell me?...," asked Will holding her shoulders.

"Will, you know why. I know you can never give me what i want from you...and I understand that completely...that's why io need to do what I'm doing...."

"We could try again, Gracie....I mean, I KNOW I love you...deeper than I did when we were in college...and..."

"No, Will, I couldn't ask you to do that...I can't ask you not to be who you are..."

"But you're a part of me...and if you're gone, I won't be who I am....do you understand?..."

"Will, I dunno...I mean, I want this, I really do but..."

Will kissed Grace. They've kissed before, of course, but this time it seemed different....He just thought of losing her forever and he didn't realize he was hugging her tightly and kissing her more passionately. Grace, of course, kissed back, but didn't know what to think...she just knew she felt this was right.

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