He's Come Undone is the 12th episode of the second season and 34th overall.

Will sees a therapist about his unsettling sex dreams about Grace. Jack is affronted by Karen's rude treatment of Rosario and demands she treat his wife with more respect.



Will has been having recurring dreams where Grace enters his room at night and has sex with him, leaving him uncomfortable and confused. At Jack's suggestion, he seeks therapy in order to find clarity. However, the therapist, Dr. Loranger is disinterested in Will and instead attempts to pursue a romantic relationship with Grace, even using his sessions with Will to learn how to seduce her.

Grace, flattered by the attention, begins to see Dr. Loranger. Will becomes frustrated by Grace's self-centered disposition and his therapist's lack of professionalism, makes an accidental breakthrough about the root of his dreams.

Who's your daddy?

As Jack continues to live with Rosario after their wedding, he grows frustrated that Karen is treating his new wife harshly. When Karen refuses to show more respect, Jack starts treating Karen coldly prompting her to act nicer to Rosario and go against her wicked nature. Rosario, who personally prefers Karen's real self, sees through this so she threatens to quit if her boss continues to treat her any different.





  • Title is a reference to the 1992 novel She's Come Undone. The novel is mentioned in the season 3 episode Love Plus One.
  • Karen mistakes her El Salvadoran maid Rosario for being Mexican, a mistake that is later repeated by Grace in the #VoteHoney video.
  • While reading a magazine, Karen laughs and says, "Oh, Minnie Driver, who ever told you you could pull off a leather jumpsuit?". Minnie Driver would later appear in the series as Stanley Walker's mistress and Karen's arch nemesis Lorraine Finster.
  • A therapist being attracted to Grace is part of this episode's story line. Grace mentions this again in the episode One Gay at a Time when she tries to get her self-esteem back.
  • While at the therapist's office, Grace talks about her sister who binge eats, referring to Joyce who is first seen later during the flashback episode Lows in the Mid-Eighties.
  • Karen being able to correctly guess what happened in Grace's sex life is previously seen in the episode Big Brother is Coming.

Cultural References

  • While slowly pouring milk to his cereals, Jack says he does not want it to "snap, crackle, poop", a reference to the Rice Krispies mascots Snap, Crackle and Pop.
  • When Will asks Jack if ever he dreams of women, he answers "Bette, Barbra, Liza...", referring to gay icons Bette Midler, Barbra Streisand and Liza Minelli. To get the image of Will and Grace having sex from his mind, Jack thinks of singer Ricky Martin.
  • Will is insulted that Jack suggests he seeks professional help and exclaims "that's the pot calling the kettle taupe", a play on the phrase "pot calling the kettle black" used to insinuate hypocrisy.
  • Will sings the chorus of "Papa Can You Hear Me" from the film Yentl (1983) in his scene with Dr. Loranger. Jack also sings the song in Sons and Lovers.
  • Will has a recurring sex dream about journalist Stone Phillips, a former co-anchor of Dateline (1992–2007).
  • Karen mentions that the Bronfmans are visiting at the mansion, most likely referring to the prominent Canadian family who amassed fortune through their alcoholic distilled beverage business. The Bronfmans were previously mentioned during the episode Polk Defeats Truman.
  • After Jack defends Rosario from being overworked by Karen, he describes himself as "so Norma Rae", after the character from the eponymous 1979 film about defending labor rights. The character is mentioned again in Stakin' Care of Business.
  • When talking about her sessions with the therapist, Will mentions Dr. Laura, a reference to family therapist Dr. Laura Schlessinger who hosts the daily radio show The Dr. Laura Program.
  • Jack and Rosario sing Ring My Bell by Anita Ward. In the episode I Love L. Gay, the song is heard as Jack's ringtone.
  • When Grace starts to scold herself for being too self-centered, Will calls her Frances, referring to actress Frances Farmer whose struggles with her mental illness were featured in the film 1982 biographical film Frances.



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

I feel like I'm having sex with a woman, and as a gay man, let's just say there are things there that I wish weren't there... and one thing that isn't there that I really kind of miss. Willabout his sex dreams

Karen: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.

Excuse me? Mink trumps felt. 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. Goodnight. Karen

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. Graceabout Will's therapist

Karen, always a joy...leaving you. Willsaying goodbye

Grace: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.
Karen:I've been thinking, you know, maybe we should do more stuff together.
Rosario:I don't drink.
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