Cut to Judy exclaiming over the baby clothes, as Lily loses a few of the points she gained this episode. She tries to play it off like she'd been saving the clothes for Judy all along. Judy is totally touched, and throws her arms around Lily, saying that the gesture is a vote of confidence that she's going to have kids someday. "You are," Lily says, sounding a lot more sure than she did earlier, with Tiffany. The front door closes. It's Will Gluck. He pauses in the foyer as Judy holds up a tiny dress and says, "Come see what I got!" He jerks his thumb upwards and says he left some stuff upstairs. He clomps up the stairs as Judy's face falls. She throws down the dress and growls, "That does it," before stomping off behind him.
She confronts him in the attic. "Can I just ask you something?" Will closes his tool chest and turns to face her, waiting. Judy's tone changes, and she cutely says that she was thinking of installing a security system, and mentions that the other night at the store, somebody tried.... Will cuts her off, saying that it was him. "What?" Judy asks, as Will returns to gathering his tools. Judy asks if he's been calling her machine and hanging up. He cops to it, saying, "Well, I kind of thought of it as chickening out. Look, I'm sorry if I scared ya." Judy's hella pissed. Will curtly says it won't happen again. Judy snarks a bit and sarcastically concludes, "Well, I certainly don't deserve an explanation." He says that she doesn't want one. She insists that she does. He storms, "No you don't! You don't want to hear how hard it was for me to take this job, knowing I might see you! You don't want an explanation! You just want to hear what a smart decision it was for you to cut me loose when really, it was just a fear of closeness." Ouch, that one hurt. "You wanna hear that I'm fine, right? You didn't hurt my feelings. I'm a man -- I don't have any feelings! You wanna hear how walking out on me proves how mature you are, when really, it shows how blinded you are to just about everything!" He says he "got a little loaded" and decided that he should tell her these things. He went to the bookstore one night but then lost his nerve. He grabs his tools and makes to leave, but Judy stops him, saying softly, "I don't know what to say...It's just so...unfamiliar. I'm usually the one who gets hurt." Will looks away. She asks if he can forgive her. He says a soft "sure" and heads past her down the stairs. Judy watches him, looking as if she knows she just lost a good man. Despite his social retardation.