Disclaimer: No ownership to neither Karen, Will or Grace. Not to Backstreet Boys either.
The italic words are from the song "How did I fall in love with you?" sung by Backstreet Boys.


Those days are gone, and I want you so much
The night is long and I need your touch
Don't know what to say
I never meant to feel this way

Will walked the streets of New York City. It was nighttime and the city was all lit up with the bright neonsigns and the trafficlights and lights from the surrounding buildings. The traffic was noisy even though it was pretty late. The nightlife had started and there were a alot of people everywhere. His mind was somewhere else though so he didn't notice it. His mind was on a woman, not just any woman, the woman that worked for his best friend. He had romantic feelings for her, which he shouldn't have since he was gay but here he was, having romantic feelings for a woman who everyone thought was a heartless, cold bitch who never showed real human emotions. He himself had thought that too at first. From the very beginning there was something intruiging with her, her ways around everyone, her language, her behaviour, her body. She was really sexy, everyone seemed to think so, even the very straightlaced Grace. She could try to deny it but he knew better. He knew her so well, after all they had been friends for almost 15 years.

He found himself in love with Karen Walker, who could have known that the day they had met? The two had always argued and disliked each other, but as the time passed Will had found that he had started to more than like her. Suddenly his feet turned his body towards Manhattan and Karen's mansion. He didn't notice, he walked as if he was in a fog. People never noticing his smile and his happiness, mainly because they were to preoccupied with themselves. He himself didn't notice them either, being occupied with his thoughts about Karen.

I hear your voice
And I start to tremble
Brings back the child that, I resemble
I cannot pretend, that we can still be friends
Don't want to be,
Alone tonight

Suddenly he stood outside her door, knocking. Finally and to many peoples surprise it was Karen herself that opened the door.

"What do you want Wilma?" she asked, seeing who it was at the door.
Her voice gave him a shiver down his spine. To everyone else it was a very highpitched, almost annoying sound, to him it was music, feeling like a teenager who had his first crush he said:

"I've got something I want to talk to you about, can I come in?"
Karen stepped aside and let him. They both walked in silence to her library, where they so many times had been seated.

She wore her grey satin nightgown with a matching robe that were flowing around her perfectly shaped figure as she moved.

"So, what is it you wanted to tell me Wilma?" Karen asked as she picked up her martini that she had amazingly enough put down when she got to answer the door.

Oh I want to say this right
And it has to be tonight

"Karen, how long have we known each other?" Will asked, not knowing quite how to start.
"I don't know, why do you even ask? What do you care?"
"I care, I just was curious."
"Why now? And why?"
"I just wanted to know. I've known Grace for almost fifteen years, and she's had her business for about what? Nine years? I guess we've known each other for at least 8 years then" Will stated, more to himself than to her.
She looked at him, very confused while taking a sip from her martini.
"Karen, I don't know how to say this so I'll just say it OK?"

She nodded and waited impatiently, having no clue to what he might want or say.

"Karen, I'm .." he hesitated a little. "I think I'm in love. With you?"
She almost sprayed the martini over his face. She was really surprised.

"I don't know why or how?" Will said. "But I am, I can't stop thinking about you."

He got out of the seat and started to leave the room when Karen said something that made him turn around.
"Will, why me?"
"I don't know" he said. "All I know is that I'm in love with you and I thought you should know, that's all."
She looked down at her martiniglass, her hands were noticeable shaking so she sat the glass down and twisted her hands in her lap, still looking down at them.
Will turned back and sat down next to her, putting one hand on hers and the other gently tilted her head back so he could look her in the eyes. Her beautiful hazelcolored eyes were filled with glittering tears.
"What's wrong Karen?" he asked.
"You don't know how long I've been waiting for you to say those words to me Will" she almost whispered.
He smiled a gentle smiled as he closed in and brushed his lips softly against hers.

What can I do, to make you mine
Falling so hard so fast this time
What did I say, what did you do?
How did I fall in love with you?

As their lips parted, Karen leaned her forehead against Will's and stated:
"I'm in love with you too Will!"


A/N I know I know, not good at all and icky mushy. But I had to put it down since I listened to the song and got the idea ... R&R please ..