MY WORTHINESS IS ALL MY GRACE, PART ONE



Legalese: Blah, blah, Will and Grace is the property of NBC. This is a non- profit fan fiction story. No copyright infringement is intended. I don't own any of it. If I did, who knows what would happen! Please note that this story is set in a slightly AU Will and Grace in which she has broken up with Leo, and Will has also recently had another relationship hit- and-run. Please note also that this is a "what if" type story involving Will and Grace having a night of being more than friends. If the idea of Will and Grace doing the dirty dirty bothers you, don't read this story! I don't know where this will go yet so be ready for anything. I've written a lot of fan fic but this is my first W&G story, please R&R! I welcome constructive comments. Flames, however, should be left in the fireplace. g



"I hate men," Grace scowled.

"Me, too," Will replied glumly, swallowing the dregs in his glass. He glanced over at Grace, who was standing near the refrigerator. She was drinking deeply from her own glass, polishing off the wine just a few seconds after him. He knew that breaking up with Leo had been painful, very painful for her. When he'd told Grace weeks ago that it wouldn't last, his words had been fueled by anger. He honestly had wanted things to work between them.

But for all that she liked him, even loved him, Grace had decided to call it off. They were so alike in a lot of ways, but not alike in some very important areas. Leo, it turned out, was old fashioned in some respects. He would have wanted Grace to stay home and watch the kids if they got married. He had enough money for that, after all. Grace had told him it wasn't about money. It was about losing her sense of self. She loved her work and didn't want to quit.

"Geez, Grace, it's not like it would be forever," Leo had said with a laugh. "Just, you know, until they're teenagers."

That was all she'd needed to hear. She left that night, broken hearted and full of guilt for having backed out of her plans to have a baby with Will. After an hour of sobbing, wailing and using Will's t-shirt as a tissue, she told him so in between bouts of blowing her nose. "And I'm sorry things didn't work out for you and Ryan," she added. "I guess we're both doomed to be alone. Only I cost us the baby you wanted so desperately."

"Gracie, you had to try. Otherwise you'd never have known," Will soothed, holding her close.

More sobbing, more blowing, Will seriously considering applying her for a stand-in as a French Horn for the New York Philharmonics. But finally she felt better.

At least, better from how Grace usually was. She still took to her bed for three days, like she'd done when Nathan dumped her. But when she got up she was much like her old self. Now it was Friday night. Karen and Jack had gone out to see a movie.

"Something about a man and a woman and a flesh eating male stripper," Karen had quipped when Grace asked her what they were going to see. "Sounds gross, but Jack's gonna sprinkle the popcorn with garlic jazz powder. Then we're gonna make out and see who throws up first!"

"Wow," Will said. "And to think we're gonna pass up a deal like that!"

"Hey, it's your loss, Wilma," Karen told him. Karen usually put up this front. "Hard as nails" had nothing on her. But when Grace went to the bathroom she'd learned close to him and whispered: "take good care of my girl."

"I will," he told her. She nodded, half-smiled, called "bye, honey" to Grace and left.

Now it was just him and Grace, Friday night, nine o'clock. That happened a lot.

Tonight was a little different, though. Over dinner they'd been reminiscing about college and the "wild days of their youth."

"Or in your case, wild boys," Will had teased.

"Hey, at least I had wild boys!"

"So did I!" Will exclaimed.

"I'm talking guys, Will. Not the Duran Duran song!" Grace retorted.

The subject had turned to drinking, and before Will knew it he'd bet her twenty bucks that he could out drink her. One trip to the corner market later and they were set. So now they were about to start their second bottle of wine. "You gonna stand in the kitchen all night or come watch TV with me?" He asked.

"Don't rush me, I'm trying to pick out just the right bottle," she replied, scanning the shelf in the fridge.

"Grace, it's Wild Vines that cost three bucks a pop. There is no "right bottle."

"Spoken like a true heathen," she said. "This one!" She pulled it out and went back into the living room, plopping down on the sofa next to him. "So what are we watching?" She asked as she opened the wine.

He took the bottle from her and studied it with mock seriousness. "Ah, yes, blackberry, 2002. An excellent choice. I can see why it took you so long to decide."

"Shut up and pour, funny guy," she growled, taking the remote and changing the channel. A minute later she exclaimed: "Ooo! When Harry Met Sally is on!"

"What? You actually want to watch that?"

"Why not?" She asked, drinking her glass down and holding it back out, staring at him defiantly the whole time.

He sighed as he refilled hers, then his. "I guess if you can watch Gay Sherlock Holmes with me I can watch this with you."

"Hey! I'll have you know this is a wonderful movie. Have you ever even tried to watch it?"

"Nah. I just can't handle the idea of Billy Crystal doing a love story. It seems so wrong, like, I don't know, Tom Hanks playing a serial killer. Or Karen going to an AA meeting."

"Well, you are going to love it, trust me."

"Whatever you say, Gracie. Just keep pouring. I need to recoup some of the money I spent on the alcohol proving what a lightweight you are."

"I can't help it if I'm the thin one in this apartment."

"Grace, don't make weight jokes. You know that's Jack's job."

"Right."

By the time the movie was almost over, they'd consumed nearly three bottles, matching each other glass for glass. They were also both pretty drunk. When the New Year's Eve party scene ended on Grace started bawling.

"Oh, sweetie," Will whispered, putting their glasses down and holding her tight.

"It's just so beautiful," she sobbed. "All that time they've been best friends, never really realizing that there was something more between them. And they almost lose each other but then they don't and it's just so sw-sweet!" BBBBPPT!!

"It's ok, I needed to wash this shirt anyway," Will said with a shrug when Grace stared mortified at his sleeve. He smiled reassuringly, smoothing her tangled red hair away from her face. "And you were right, it's a great movie." He laughed slightly. "Kind of like us."

"Yeah," she said softly, burying her face in his neck. "Kind of like us."

And before Will knew what she was intending she'd cupped his face in her hands and starting kissing him.

"Grace," he said, his voice muffled by her mouth.

"Shh," she whispered.

He tried to pull back, but she slipped her hands to the back of his neck and locked them tight. "Grace," he protested, and then gasped as her tongue flicked the corners of his mouth, teasing the sensitive flesh there. Damn it! She was using one of his G-spots against him. "I-you- oooo."

"Mm-hmm, come to Gracie," she whispered.

"Grace," he gasped, "We can't do this, I'm gay."

"You don't feel very gay right now, Will," she purred, resuming her attack on his mouth.

He moaned. He didn't know if it was all the wine, his recent emotional upheaval with Ryan, or both, but suddenly he didn't feel very gay. At least his body didn't. His mind was yelling, "what are you doing!" but his body was shouting "touchdown!" And he didn't even like football!

This was crazy, he thought. Completely insane. He was gay. Grace was his best friend, his female best friend. This could totally mess up their friendship!

"Grace," he whispered. "We can't do this." He pulled away to stare at her. The raw emotion he saw took his breath.

"Will, I need you," Grace pleaded brokenly. "I know you're gay, I don't care. I just want one night, one night to be with someone who loves me just the way I am." She moved back slightly to stare into his eyes. "Look at me and tell me you don't want me right now. If you can honestly say you feel nothing, then I'll stop."

He opened his mouth to deny it, but the look on her face stopped him. He sighed heavily. "Yes, a part of me does want you right now. But Grace, when tomorrow comes."

"We'll go back to being best friends. End of story."

"What if it isn't that simple?" He asked darkly.

"It is that simple! Aren't you tired of being alone? Of spending night after night lying awake wishing that someone were there to touch you, hold you? Wouldn't you like for one night not to feel those things?"

"Yes," he said. "I would. But this isn't the answer, Grace! I don't want to hurt you."

"Hurt me? What could be more wonderful than two friends sharing themselves with each other?"

"You didn't think this way a little while back when we decided to have sex to have the baby," he reminded her. "Remember? Sex changes things, you said."

"I know. And it does." She gazed at him, a smile on her lips. "But I was looking at it differently then. It doesn't mean it can't change things in a good way."

"You give a convincing argument, counselor, but I'm not sure that I agree," he said feebly. He was very buzzed and in his state of inebriation the more she talked the more sense she made. But it was his responsibility to try and be rational.

Why? He asked himself. Why do I always have to be the rational one? Why can't I ever just let go? Is everybody right? Am I really that rigid and controlling?

While he was trying to sort things out in his head, Grace took advantage of his inertness to slide over and nibble on his ear. The warm moist breath made him shiver. What the hell was wrong with him! A woman had never turned him on like this before. Why was it happening now? With Grace?

Who else would it happen with? His mind replied. You're best friends, and if she were a guy you'd have been all over her by now. Who cares why you're getting turned on? You are. Why not just go with it and see what happens?

'You're not helping, you know that,' the other side of his mind retorted.

Hey. There's been no real action downstairs in months. Right now I'm gonna play devil's advocate!

'Great. Thanks.'

"Will?"

Grace's voice focused his attention back to her. Her eyes were bright; her lips quivered. She looked tragic and beautiful and it tore at his heart.

He smiled at her, pulling her close and kissing her softly, quickly.

"My room or yours?" He joked feebly.

"Yours," she said, adding: "You've got a better bed."

"Ah, yes, the old "better bed" ploy," he nodded. "Although it is true!"

She smiled. "Let me go freshen up a minute. I'll meet you in there."

"Ok," he said, feigning a casualness he didn't quite feel.

When she had shut her bathroom door he shook his head, finishing his last glass. "So we're really gonna do this," he said aloud, his voice a mixture of amazement and nervousness. He walked to his room and opened the door.

"May the deity of Gayness have mercy on me," he murmured.