SCENE I: Will's Apartment, Will's Bedroom
(GRACE opens WILL's bedroom door. WILL is asleep.)

GRACE: [WHISPERING] Will, you asleep? WILL! [WILL WAKES UP] Oh, I'm sorry. Did I wake you?

WILL: Oh, that's ok. I had to get up anyway 'cause there was someone at my bedroom door screaming "Will!"

GRACE: I'm so sorry. I couldn't sleep. I have this presentation tomorrow, and I... You know what? Now that-- now that I've woken you up, you look tired. Go back to sleep.

WILL: Come here. You always get nuts before something like this, and you're always great. They're gonna love it.

GRACE: How come you always know exactly what to say?

WILL: 'Cause I'm being incredibly sensitive, and because you had the exact same problem last week. [WILL AND GRACE KISS] Mwa.

[WILL AND GRACE EMBRACE AND BEGIN KISSING PASSIONATELY. WILL SUDDENLY WAKES UP FROM A DREAM SCREAMING.]

WILL: [SCREAMING] Aah!

SCENE II: Will's Apartment
(The next morning. WILL and JACK are eating cereal at the table. JACK is pouring milk into his spoon then eating each bite.)

WILL: Could you-- just pour the milk. It's cereal, not dynamite.

JACK: I don't want it to get too soggy. I hate when they go snap, crackle, poop.

GRACE: [ENTERING] Hey. Panic mode. Clear a path. My 10:00 was moved to 9:00 so I only have, like, 3 minutes to eat. [GRABBING WILL'S CEREAL BOWL] Thanks. Isn't it great how sugar has no fat in it? [GRACE DUMPS THE ENTER SUGAR BOWL INTO HER CEREAL]

WILL: Now, Grace. If you want to lose weight, try my diet. Whenever I want to eat, I have a friend come over and steal my food.

GRACE AND JACK [TOGETHER]: He's talking about you.

GRACE: Oh, I gotta run. I'm late. [GRACE KISSES WILL ON THE CHEEK. HE FLINCHES.] Uh, I've got, like, 9 bites left, so I'll just leave the bowl with the doorman. [GRACE EXITS]

JACK: What was that about, flinchy?

WILL: What do you mean?

JACK: You flinched, flinchy. Wifey tried to give you a smooch, and you flinched. What's the matter, flinchy? Trouble in paradise?

WILL: No! [BEAT] Do you ever have dreams about women?

JACK: Sure. Bette, Barbra, Liza--

WILL: No! No. I mean... Sex dreams.

JACK: Uh, no. And why would you? [GASPS] You mean Grace? She doesn't even have an album!

WILL: It's only been a couple of weeks, but it's kind of got me weirded out.

JACK: Weirded out?! Hi, try disgusted. Oh, God. Ipecac. I need ipecac.

WILL: You know, what frightens me, Jack, is that I'm the only person in the world who knows that this is you helping.

JACK: Just give me a minute to get the image out of my head, all right? Ricky Martin in gauchos. Ricky Martin in gauchos. All right. That was easy.

WILL: Well, once again, you've helped me navigate the tricky rapids of my life, and I thank you.

JACK: And I do take full responsibility. You're in love with me, you can't have me, you're fat, ergo, Grace. It all lines up perfectly. Please, I want you to seek professional help.

WILL: Professional hel-- Hey, that's-- that's the pot calling the kettle taupe.

You mean a therapist? I don't need a therapist.

JACK: Fine. Live in denial. I tell you, I've seen a lot of sick male/female relationships in my time, but yours, my friend, is by far the sickest. Now, if you'll excuse me, I have to go get my wife some bunion cream.

WILL: I do not need a therapist.

[CUT TO LATER THAT NIGHT.]

[WILL AND GRACE KISSING PASSIONATELY, MAKING LOVE.]

GRACE: [MOANING] Oh! Ah!

[WILL WAKES UP SUDDENLY FROM THE DREAM.]

WILL: [SCREAMING] Aah!

SCENE III: Dr. Loranger's Office
(WILL is talking with psychiatrist DR. LORANGER.)

LORANGER: So, in the dream, how do you feel?

WILL: I feel like I'm having sex with a woman, and, uh, as a gay man, let's just say there are things there that I wish weren't there, um, and, one thing that isn't there that I really kind of miss. Is that your last patient?

LORANGER: Look, I wouldn't take these dreams literally. It's probably not about sex at all.

WILL: Really? Naked bodies entwined, nails clawing my back. I get Showtime. That's sex.

LORANGER: What I mean is, most dreams are metaphorical. They almost always represent some other underlying problem. In this case, maybe a problem with Grace.

WILL: So it's not really about sex at all?

LORANGER: Not likely.

WILL: Oh, that's good. Starting to think I was going a little whoo-hoo. That's probably not the technical term.

LORANGER: No, I believe the technical term is neuro--bbbbllll--disorder. So, tell me what's going on in your life. Is there something that feels out of balance, or maybe you're conflicted about something?

WILL: I don't think so. Maybe I am. No, I'm not. Yes, you are. What do you know? Shut up. No, you shut up. [SINGING] Papa, can you hear me? I'm sorry. Went a little mental with Yentl. That's--that's a rhyming game that Grace and I-- Forget it. You'd have to know her.

LORANGER: Well, on that topic, how do you feel about bringing Grace into this discussion?

WILL: Sure. What do you want to know about her?

LORANGER: No, I mean, here, in the room. A session with both of you.

WILL: You're bored with me, aren't you? The magic's gone?

LORANGER: No. I think I might just get a better understanding of what your dynamic is together. I do this with a number of my patients.

WILL: But I don't want to talk about the dreams. I mean, I wouldn't want to talk to anyone I was having sex dreams about. Although, I don't actually know Stone Phillips.

LORANGER: This is your journey. Grace doesn't have to know.

WILL: I don't think I'm really comfortable with that.

LORANGER: Your choice. However, you should know unless you get to the root of these dreams, they're probably gonna become more frequent.

WILL: Wednesday morning good for you?

SCENE IV: Karen's Penthouse, Rosario and Jack's room
(ROSARIO is in her nightgown laying on the bed. JACK is in his pajamas at the foot of the bed, massaging her feet.)

ROSARIO: Oh, Cha-cha, that's good.

KAREN: [ENTERING, TO JACK] Hi, poodle.

JACK: Who's your daddy?

KAREN: You are. [TO ROSARIO] Ok. Come on, Rosario. Up--up--up--up--up. I need you to whip up a batch of cosmos. The Bronfmans came back from the party with us, and I don't like them when they're sober.

ROSARIO: Why don't I just squeeze you like a sponge? There's enough alcohol in you to fill a hot tub.

KAREN: Ok, up, up. Up--up--up--up! Up!

JACK: Karen, you can't work her that hard. She's been on her feet all day. Oh, my god. I'm so Norma Rae. Leave her alone!

KAREN: Well, well. Look at you. Sticking up for your Mexican mama, huh? You like that?

ROSARIO: I told you, lady, I'm from El Salvador!

KAREN: Blah, blah. Shift it! Come on!

JACK: Karen, she's not going.

KAREN: Excuse me? [POINTING TO THEIR OUTFITS] Mink trumps felt. Got it? Ok?

ROSARIO: It's ok, Cha-cha. I don't mind. Lady, tonight you'd better sleep with one eye open.

KAREN: Honey, I haven't slept since 1972, but thank you!

JACK: [TO KAREN] Listen to me. As Rosario's legally endowed husband, I am putting my foot down. You'd better start treating her with some respect, or else.

KAREN: Jack, let me paint you a little picture of life here at chez Walker. You may want to sit down for this. Nobody matters but me. Good night. [KAREN EXITS.]

SCENE V: Dr. Loranger's Office
(WILL and GRACE are talking with DR. LORANGER.)

LORANGER: So, Grace, did Will tell you why you're here?

GRACE: Uh, no. Not exactly. I mean, he said he was anxious and can't sleep. So, what? Is he anxious because of me? Is--is that the point to all of this?

LORANGER: No, this is really about Will. By seeing your dynamic firsthand, I can gain some insight into Will, and Will's issues, ok? So with that in mind, let's talk about Will.

[LATER]

GRACE: But every time I try to get close to my sister, she just-- she hits me with all of this rage. I mean, like-- like it's my fault she was a binge eater. Like it's my fault that my mother made her wear ankle weights to vacuum the living room.

WILL: Grace, you were in no way responsible for her-- her slow metabolism, or her epic ass.

GRACE: You're right. [TO LORANGER] Thank you. I actually feel a little better.

WILL: Whoa. I've so got to run. Uh, am I allowed to--to end the session, or is that something you're supposed to do? I have control issues. We'll talk about that next time, if I say we talk about it. [TO GRACE] I'll see you at home.

GRACE: I have to make a call.

WILL: Ok. [TO LORANGER] Thanks, doc. [WILL EXITS]

GRACE: [TO LORANGER] Do you mind if I use your phone?

LORANGER: Help yourself.

[A CELL PHONE RINGS. RING]

GRACE: [ANSWERING HER CELL PHONE] Hello. [INTO LORANGER'S PHONE] Hello? Oh, good. It works. Ok. I-I'm expecting a really important call, and my phone sucks, so... [INTO CELL PHONE] Bye. [INTO LORANGER'S PHONE] Call me. [LAUGHS] You must think I'm a little, uh, whoo-hoo!

LORANGER: Actually, I think you're adorable.

SCENE VI: Grace's Office
(WILL and GRACE are talking. KAREN is reading a magazine.)

WILL: I never thought I would like therapy, you know? 'Cause I don't know, I've always hated Dr. Laura. But it's great, you know. It's like a talk show, and I'm the only guest. I'm always in the hot seat, I never have to move to the end of the couch, except for the time that Joe and Embry showed up with a spider monkey.

KAREN: Ha ha ha! Hee hee hee! Ha ha ha!

WILL: See? Proof it's working. I'm actually connecting with Karen.

KAREN: Oh, Minnie Driver, who ever told you you could pull off a leather jumpsuit?

WILL: So, uh, you never told me. My therapist. Do you like him?

GRACE: Sure. Sure, I like him. Why wouldn't I like him? I mean, I like him like I like the Statue of Liberty. I'm glad it's there, but I don't need to see it all the time.

WILL: Interesting analogy.

KAREN: Which reminds me, get out, already.

WILL: So, you, uh, you want to grab a little Italian tonight, maybe even have dinner first?

GRACE: Uh, I can't. I already have plans.

WILL: You little minx. Third time this week.

GRACE: Well, you know me. [SNARLS]

KAREN: [SIGHS] Adios, amiga. [WAVES BYE-BYE]

WILL: You gonna tell me who the mystery man is?

GRACE: Um, you know, it's-- it's--it's still early. I don't want to jinx it, if that's ok.

WILL: All right. I can respect that. Karen, always a joy...leaving you. [WILL EXITS]

GRACE: Ok, Karen, I need you to fax this--

KAREN: So you're boinking the head doctor, aren't you?

GRACE: No. I know that you always like to think that you are right, but I am not boinking the head doctor.

KAREN: But there has been a little over-the-sweater action.

GRACE: [GASPS] Oh, my god! How did you--uh--uh-- Was your mother a jackal, by any chance?

KAREN: Oh, honey, come on. I always know when you're getting a little.

GRACE: How?

KAREN: Honey, it's in my bones. The same way that I know that that outfit is a fiesta del failure. [WHISPERING] I know it. It's in my heart.

GRACE: I mean, what was I supposed to do? I just stayed after this session to use the phone, smiles were exchanged, he called me adorable, and the next thing I know, my phone number ended up on his palm.

KAREN: Among other things.

GRACE: Ok, ok. I know what you're thinking. You're thinking it is wrong and inappropriate to go out with Will's therapist, but consider this... I'm not gonna sleep with him. Even though he's dying to. Because that would be inappropriate. Even though he's dying to. But I'm not gonna do it. Even though he's dying to. [BEAT] Not gonna. [BEAT] Dying to.

KAREN: Oh, honey. What it must be like to live inside that head.

[JACK ENTERS.]

KAREN: [TO JACK] Hi, poodle.

JACK: [WHILE PASSING KAREN] Mm. How are you? [TO GRACE] Hi, Grace. Who's your daddy?

GRACE: His name is Martin Adler.

JACK: Ha ha ha! You're so funny and pretty. I don't tell you that enough, do I? No? Blouse?

GRACE: Loehmann's.

JACK: Shoes?

GRACE: Nine west.

JACK: Fabulous!

KAREN: Wait a minute. What in the hell is going on, here?

JACK: [IGNORING KAREN, TO GRACE] Hey. Take Jackie to Blimpie's. Come on.

GRACE: I'm--I'm sorry. As much as I would love a huge salami hoagie at 10:45 in the morning, I can't.

KAREN: [TO JACK] I'll take you to lunch, honey.

JACK: You should have thought of that when you woke Rosario up at 5 a.m. this morning to coat Stan with Tinactin.

KAREN: Oh--oh, come on, Jack.

JACK: No. Rosario made your bed, now lie in it! [JACK EXITS]

SCENE VII: Dr. Loranger's Office
(WILL is having a session with DR. LORANGER.)

WILL: So then, my--my mom gets on the line, and my dad totally shuts down, and in a flash, I'm back in their house again. I'm 16 years old.

LORANGER: 16. Interesting. Did you... Have this sex dream about Grace again last night?

WILL: Uh, yeah. Yeah. So--so, anyway, my mom and I get into it, and finally, for the first time in my life, I was able to say, "Will you please just let the man speak?"

LORANGER: That's good. I think that's-- that's--good. I wonder if it's something you're doing, to get her into bed, I mean, you know, in the dream.

WILL: I--I thought we were talking about my parents.

LORANGER: And I think you're avoiding the issue. I want to know what you did to get Grace into bed in--in the dream.

WILL: I didn't do anything. I mean, she was just there.

LORANGER: Fine, then let's broaden the scope. What does one do to get Grace into bed?

WILL: What? How is that relevant?

LORANGER: Because, if you're doing things that are similar to what other men have done to get her into bed, aren't you in some way culpable?

WILL: What are you saying, that I want to sleep with Grace?

LORANGER: What I'm saying is, in the dream, are you doing the things other men do to get Grace into bed?

WILL: Like what?

LORANGER: You tell me! What do other men do to get her into bed? I mean, what does it take?

WILL: I don't know. A nice dinner? Flowers?

LORANGER: No!

WILL: I beg your pardon?

LORANGER: I mean--I mean, no-- No, I think you're missing the central issue here.

WILL: Wait. Whoa. That wasn't a "No, you're missing the central issue." That's a "No, I ain't getting any." You're having sex with Grace!

LORANGER: Of this I am certain. I am not having sex with Grace.

WILL: Even if sex includes a little of the sweater action?

LORANGER: Well, if you're gonna guess that wide a net--

WILL: You're scum!

LORANGER: Ok, you're angry with me. Good. Good. But wasn't it Grace that came into your therapy session and turned it into a dating service?

WILL: Yeah, with you. This is about you, not Grace. She's just doing what she always does. Making every situation about her.

LORANGER: Maybe that's why you're having those dreams.

WILL: No. [BEAT] Yes.

LORANGER: What? R-really?

WILL: Yes. In the dream, her needs are being met. Mine aren't. I mean, if they were, it wouldn't be Grace in bed with me, it would be Stone Phillips like it used to be.

SCENE VIII: Karen's Penthouse, Rosario and Jack's room
(ROSARIO is ironing and JACK is singing, misting the clothes with water.)

JACK: [SINGING] You can ring my bell, ring my bell.

ROSARIO: [SINGING] Ding dong

JACK: [SINGING] Ring-a-ling-a-ling.

KAREN: [ENTERING] Hi honey. How's your day going?

ROSARIO: Same old same old.

KAREN: Uh, what are you ironing? Those are real pretty.

ROSARIO: They're your napkins.

KAREN: Well, they're just beautiful. Uh, so, listen, Rosario, I've been thinking, you know, maybe we should do more stuff together.

ROSARIO: I don't drink.

KAREN: Oh, uh, well, then, how's about we go down to Nike Town and pick you up a kicky new pair of fun, huh? Just us girls. Come on.

ROSARIO: Lady, you're giving me the creeps. [TO JACK] What's going on here?

JACK: Listen, Rosie, let me explain. [SPEAKING SPANISH] Esta maņana, Seņora Boozehound y yo vamos--

ROSARIO: In English.

JACK: If you prefer. We had a little talk, and Karen has decided that from now on, she's gonna treat you, my wild Latin rose, like a decent human being.

ROSARIO: Is that true?

KAREN: Yeah, honey.

ROSARIO: Then I quit.

JACK AND KAREN [BOTH]: What?!

ROSARIO: I didn't sign on to work for a decent human being. I signed on to work with Miss Karen.

KAREN: You ungrateful little-- If I had a dime for every time--

ROSARIO: You just watch it, lady!

KAREN: You've stolen from me, I'd have a real servant instead of somebody who doesn't know the difference between a Gucci loafer and a Taquito. Oh, honey. It's good to be back.

ROSARIO: Oh, don't ever leave me, cupcake

JACK: Well, I guess everybody's happy. Sorry to throw you off. [PUTTING HIS ARMS AROUND ROSARIO AND KAREN] I forgot that even though harsh words are exchanged sometimes, underneath it all is love.

KAREN: Mmm.

[BEAT. THEN ALL LAUGH.]

JACK: I totally had you going there.

ROSARIO: You got me.

JACK: Whoo!

KAREN: Whoo!

JACK: Who's your daddy?

KAREN: You are!

SCENE IX: Will's Apartment
(WILL is opening a bottle of wine as GRACE enters.)

GRACE: Ok, this has been driving me crazy, and I can't keep it in any longer. There's something I really need to tell you. I have been dating your shrink.

WILL: [TOGETHER WITH GRACE] Dating my shrink.

GRACE: How did you know?

WILL: Well, let's just say he's used my sessions to figure out a way to, uh, get into Graceland. Very fun for me at 150 bucks an hour.

GRACE: Oh, I am so sorry. I am terrible. There's no defense.

WILL: None.

GRACE: But if there was, it would be that I only went out with him a few times, I never slept with him, and I'm gonna stop seeing him because the guilt has been killing me.

WILL: Grace, Grace, Grace, Grace, Grace. I don't want to talk about you. I don't want to talk about my therapist. I'd like to talk about me. Can we just make this about me, for once?

GRACE: What do you mean, for once?

WILL: You have a way of making every situation about you.

GRACE: I do not.

WILL: Oh, really? Item: Last month, when I had bronchitis, you made me do an herbal steam. We ended up in the emergency room because you thought you were allergic to eucalyptus.

GRACE: My feet were swollen to the size of canoes.

WILL: Stop trying to squeeze into a size 6.

GRACE: European sizes run big!

WILL: Item: You take my cereal and make it your cereal.

GRACE: I have blood sugar issues.

WILL: Try food shopping! Item: You're dating my shrink!

GRACE: I-- I-- Oh, my god. I do that. I do that. Oh, my god, I'm horrible. I've got to start going to a therapist to figure out why I do this.

WILL: You're doing it again!

GRACE: Oh, my god, I am! I am. Oh, bad, bad, bad. Bad, bad, bad.

WILL: Oh, come on, Frances.

GRACE: I am awful.

WILL: Yes, you are. Sometimes. But...your obsessive devotion to your own neurotic needs is part of what makes you wonderful.

GRACE: Really?

WILL: Yes. All I'm asking is that once in a while you check in with me.

GRACE: Ok, I will. [WILL AND GRACE HUG] How was your day?

WILL: You don't have to start now.

GRACE: Ok, I really want to know.

WILL: Ok, well, the, uh, the cute deli guy at Balducci's gave me extra ham, which, as we all know, is food service guy code for "I dig ya." Got a great seat on the subway, work was good, and now I'm just looking forward to a full night's sleep without the dreams.

GRACE: What dreams?

WILL: I'm sick of talking about me. Let's talk about you.

[LATER THAT NIGHT. WILL AND GRACE ARE KNOCKING THINGS OFF THE TABLE AND CLIMB ON TOP OF IT, KISSING PASSIONATELY.]

GRACE: Aah! Yeah! Oh! Ah!

[JACK WAKES UP SCREAMING.]

JACK: [SCREAMING] Aah!

[WILL WAKES UP. SOMEONE HAS ENTERED THE ROOM.]

WILL: Oh, sweetie, not again. [A MAN ENTERS THE BEDROOM] Come on in, Stone.

[CUT TO WILL ASLEEP IN BED.]