Seeds of Discontent is the 11th episode of the second season and 33rd overall.

Will's best friend from high school comes to town to ask a huge favor from him, which seriously bothers Grace.


Grace finally gets to meet Will's ex-girlfriend and best friend from high school Claire, whom he describes as "my Grace before I met Grace". After dinner, Grace learns from Will that Claire is trying to have a baby and has asked him if he is interested in donating his sperm. Shocked at first, Grace soon realizes that the plan is a mistake.

The next morning, Grace vents her frustrations on Karen, who tells her that she is feeling agitated because Will is her fallback guy in having her own baby.

Grace goes to the clinic just as Will is about to make his donation but he throws her out, angry at how selfish she is not even thinking about Claire or Will's happiness. Later that night, as Grace apologizes, Will tells her he did not go through with it and admits that if he does want to have a baby, he wants to have it with Grace.






Cultural references

  • Will recalls a boy from high school named Jay Barr, after a relative of writer Adam Barr.
  • When Grace comes in with her hair in pigtails, her friends make fun of her, referring to her as Pippi from the Pippi Longstocking novels who also sported red hair in pigtails, and Karen telling her that "this little piggy should stay home", after the nursery rhyme.
  • Jack foolishly thinks Will's friend from high school is actress Claire Danes who was 19 years old at the time.
  • Will sarcastically tells Karen that he wants to live close to his "homeys" at Zabar's food store in the Upper West Side.
  • When Will tells Jack that Claire wants to have a baby with him, Jack mentions actress Anne Heche, who had a highly publicized relationship with Ellen Degeneres during the late 1990s. Heche has stated that all of her other romantic relationships have been with men.
  • Karen criticizes Grace's wardrobe again by calling her shoes "pilgrim pumps" and they should go back on the Mayflower, the ship which brought the pilgrims to America.


It was a confusing time. I didn't know myself till sophomore year. I was playing basketball, and Jay Barr and I went up for a rebound. Our stomachs touched, and, by the time I came down, I was gay. Willknowing he was gay

You've been here six months already. Decorator, unpack thyself. Willon Grace's apartment

Claire:And thanks for taking such great care of him.
Grace:And thank you for passing the flame to me, so to speak.
about Will
Will:Jack, this is my friend Claire.
Jack:French Claire? Parlez-vous français?
Claire:Ah! Tu parles français? Je ne sais pas que tu comprends la langue.
Jack:Ah. Oui. Fuh-fuh-fuh. Ah-fuh-fuh.
Will:Claire, this is Charlie Brown's French teacher.
Claire:I'm guessing you're a high-maintenance kind of friend.
Jack:I cost a little more, but I'm worth it.
Will:Jack, I need to talk to you, and I need you to be someone other than Jack.
Jack:God, you're, like, the fourth person who's said that to me today.
Will:Imagine that.

Of course you're freaked out. You can't just start sleeping with women. Who are you, Anne Heche? Jack

I have a problem. I don't want your opinion about it, but I do want to tell you what it is. But I don't want your advice on it because it's always wrong. Graceto Karen

Claire, she is nice. She is great. But what is with friends showing up 15 years later asking for sperm? I don't know about you, but I never wrote in anyone's yearbook, "Don't ever change and please fill this cup." Grace

Honey, when it comes to potential mates... this is hard for me to say, but... you date losers. Hey, that wasn't so hard. Karengiving advise to Grace

It's like Cabernet. The first batch is always the best. Karenabout Will's sperm

Jack:Karen, take me to your dentist. I feel my teeth are dull and people are laughing at me.
Grace:Oh, Jack, that's not why people are laughing.

Better run, honey, or your "B" plan will be kaput by the stroke of 1:00. If you know what I mean. Karenon Will's sperm donation

If there's gonna be a little Will running around out there, I want him to be a little Will and a little Grace. Will

Community content is available under CC-BY-SA unless otherwise noted.