Seeds of Discontent is the 11th episode of the second season and 33rd overall.
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 Grace's 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.
- Eric McCormack (Will Truman)
- Debra Messing (Grace Adler)
- Sean Hayes (Jack McFarland)
- Megan Mullally (Karen Walker)
- This is the first appearance of Nurse Sheila, although she is wearing a name tag that says "Sue".
- Grace's plan on Will being her back-up is discussed again during the season 4 episode A Buncha White Chicks Sittin' Around Talkin' where they also decide to try and have a baby together.
- 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 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. in the Upper West Side.
- When Will tells Jack that Claire wants to have a baby with him, Jack refers to actress Anne Heche, who had a highly publicized relationship with Ellen Degeneres during the late 1990s.
- Karen criticizes Grace's wardrobe again by calling her shoes "pilgrim pumps" and they should "go back on the Mayflower".
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. — Will, knowing he was gay
You've been here six months already. Decorator, unpack thyself. — Will, on 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.|
|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.|
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. — Grace, to 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. — Karen, giving advise to Grace
It's like Cabernet. The first batch is always the best. — Karen, about 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. — Karen, on 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