Billy represents a woman in an annulment action case, who's deeply religious husband wants out of the marriage due to the fact that she has surgically modified her body. Meanwhile, as John gets trapped in an elevator, Nelle pulls another sleazy stunt.

The lawyers are shocked to discover Ling has been keeping a secret. Ally visits Dr. Butters at the hospital one day and sees he's treating a terminally ill little boy. The little boy, Eric Stall, sees Ally in the doorway and finds out that she is a lawyer. He asks if he can retain her services because he wants to sue God. Ally tries to tell him it's not possible, but Ling, who was at the hospital at the same time, overhears and tells the boy not to listen to Ally.

Judge Whipper Cone asks Ally to take on a pro-bono case of a young prostitute up on her third solicitation charge. Fish, meanwhile, wants to sue his uncle's church for discrimination, due to his uncle's overt bigotry towards vertically challenged people (short people). The church's contention is that they cannot support bigotry of any kind and allowing the uncle a service and proper burial is tantamount to endorsing the appalling views. Fish promises he will not propagate the attitudes in his eulogy. Renee talks Ally into double dating with the salad-dressing-on-the-chin guy if the Biscuit is invited.

Larry defends Sting when a man sues him for breaking up his marriage; a Streisand impersonator sues over his nose job; Richard flirts with Cindy Margolis to make Ling jealous.

Cage and Fish's firm gets a capital case to defend a man accused of murdering his comatose wife. He insists he fired up the chainsaw and cut off her hand after she was dead. Renee, who is prosecuting, has the testimony of the coroner who thinks the wife was alive and that the amateur surgery gave her a heart attack. Meanwhile, Billy and Georgia continue to patch up their marriage after Billy's indiscretion with Ally. Both of them are working on a case in which they are representing a man suing to get his job back with an insurance company who fired him over a bad hair day.

Georgia blames "Cage & Fish" for the new Billy, and is suing the firm for the break-up of their marriage. She cites many issues as leading to Billy's breakdown and the ultimate dissolution of their marriage. However, during the court hearing they discover that the root of the problem lies elsewhere.

Malcolm Wyatt hires Ally to take his case. He's suing a girl for not going to the prom with him after she said yes in fall. The opposing lawyer is Larry Paul, and Ally is nervous about meeting him in court. But he never shows up, and his partner Coretta tells Ally he left for Detroit. Richard hires Jane Wilco as the office's new secretary, but after she gets the cold shoulder from some people, Richard wonders what ever happened to the friendly workplace he once built. Ally talks to Billy's ghost and decides to go to Malcolm's prom as his date and convinces him to sing solo and never stop believing in love.

After Maddie passes out Ally finds out she is suffering from a nervous reaction to all the changes in her life, so Ally decides that the only way she can help her daughter is to move back to New York. While the news come as a big shock to the firm, Richard anticipates his wedding with Liza so Ally can attend the ceremony. While spending her last hours in the town, Ally gets a visit from Renee, Georgia and afterwards, Billy as a ghost...

Elaine refers a client, George Madison, to the firm who is suing a prominent feminist magazine for wrongful dismissal. The new editor in chief decided to disqualify him for the job because of his religion's views on women. George is confident in the firm and retains the services of Cage. Ally finds herself unmistakably moved by and attracted to their new client. Elaine lets Ally believe she and George are 'involved' and Ally tries to back off accordingly. Ally tries to keep her fantasies about George under control until she and Renee throw a dinner party and Elaine shows up with George as her date.

Elaine gets sued by a former office clerk because she called him "peanut" due his size. John thinks Larry was ridiculing him by making fun of his relationship with Kimmy and her mother. Nelle and Ling compete about who will have the most bids from the charity auction dinner date and Cindy (Mark's ex-girlfriend the transvestite) has plans for Richard for charity auction.

Ally McBeal, 28, and a recent graduate of Harvard Law School, is harassed on the job by a senior associate. When she confronts the partners, it backfires and she loses her job. On the street, she literally bumps into an old classmate, Richard Fish, who offers her a position working for his new firm. She accepts, despite her misgivings about his ethical standards. While being introduced to her new fellow associates, she receives the shock of her career.

Ally is shocked to discover that her biological clock is ticking, unleashing strange libidinal impulses in her. During a sculpting class with live nude male models, she and Renee become enamored by one particular model with obviously generous endowments. Meanwhile, Ally has taken on the case of the 19-year-old son of an important client, who has been charged with assault because he slugged a guy in a bar who was verbally harassing his date. The boy tells Ally he felt justified because he warned the guy first, which serves to increase Ally's cradle robbing interest in him.

Ally, Georgia and Renee sign up for a kick boxing class to relieve stress. Ally and Georgia wind up having to fight each other because they're both beginners. As they start to carp more and more at the office, all pretext towards civility drops in the ring and their matches in the class increasingly intensify. Ally takes on a case about an attractive surgeon accused of performing an unauthorized and controversial transplant procedure. Cage insists it's time for her to visit with his smile therapist and she agrees. Fish, meanwhile is in hot pursuit of Janet Reno, who is still in town, and is once again busted by Whipper, when she smells perfume on his wattle finger.

Without ever engaging in conversation, Ally has a steamy fling with a guy who works at the car wash. Back at the office, Fish assigns her to a case in which a big client's daughter, Risa, is trying to save her wedding. Her minister refuses to perform the service (which is two days away) because he walked in on Risa having sex with a man who is not her fiancé although Risa claims it was just one last fling. Now Risa fears that she will have to tell her fiancé everything. Because of all the female sexual activity in the office, John becomes insecure about his sexual ability. As a result of his insecurities he "loses" the spirit of Barry White. Meanwhile, Renee quits her job to open her own practice. Inspired by Renee's new freedom, Whipper joins the firm as counsel.

Elaine finds a real, live six-week-old baby in a nativity scene manger and wants to keep him. Cage and Ally represent Elaine in her fight to gain custody, while the rest of the office (full of child-less lawyers) become enchanted with the baby. Even Ling considers having children. Billy attempts to reconcile with Georgia. In preparation for the Christmas party, Elaine convinces Ally to sing a sexy song but Richard and Billy have their reservations.

Brian asks Ally to move in with him, but she questions the entire relationship mostly because their sex life is lackluster. She turns to Renee and a new therapist, who has oddly taken over Tracy's office, for advice. The therapist is weirdly understanding of her problems. She eventually decides to break up with Brian. Then she learns the new therapist isn't really a therapist at all, but a lawyer. Sparks fly between them nonetheless. At the firm, Cage and Fish represent a woman who wants her six-year-marriage annulled because she suspects her husband married her for her money. The woman, who is unattractive, says she and her husband were always great friends and she believed he just had no interest in sex. However, after she catches him cheating on her with a model, she changes her mind about him.

The Christmas season is approaching, and while Ally is thrilled about it, Larry has nothing to celebrate. He confesses to her that he has a 7 year-old son who lives in Detroit with his mother, and ever since they split Larry finds Christmas sad and lonely. Meanwhile, Kimmie insists that John sings at the bar after he lies about his college band, and he doesn't do as bad as everyone thought he would. Elaine is lonely and performs at the bar to regain self esteem. Mark asks her out on a date. John and Ling handle a case about a news anchor who was fired for saying on TV that there's no Santa.

John and Nelle defend her father who was fired from his job as a teacher because he claims he's Santa Claus, Ally feels threatened when Larry's ex comes to town. Richard and Ling lip synch at the office Christmas party.

Larry's son flies in from Detroit and goes to Cage & Fish looking for Ally. He wants to sue his parents for emotional damage. Ally and Sam bond, and Larry has to take him back to Detroit. He doesn't want to say goodbye to Ally, who suffers with his departure. Larry promises to return. Meanwhile, Nelle is representing her dance instructor/lover Sam Adams in court. He's suing his ex-partner for stealing his dance moves. Cindy McCauliff returns to the office looking for Richard. (S)He wants to marry a man, but after the court denies it Richard offers to perform the ceremony at the office.

John loses his ability to channel Barry White while going up against Larry in a case involving a man who wants to clone his late wife; Nelle hooks Elaine into on-line romance; Ling's feelings for Jackson grow more intense.

Ally helps a minister who was fired from his church for not believing in God. Ever since his wife was brutally murdered, he has been questioning his beliefs and he asks Ally to talk to his son. Ally is surprised to see Malcolm again and encourages him to sing at his father's service after he is hired back. Meanwhile, John takes a case opposite a mayor who cancelled the Christmas parade of his town due to a disaster in which people died. Very moved, John proves that Christmas is what they need the most in this time of deep grief. Back in the office, Jenny and Elaine confront each other about Elaine's performance with Glenn in the office's Christmas party.

Ally has to defend a friend of Whipper brought up on solicitation charges. She is serving as second chair to Cage, whose idiosyncrasies become increasingly apparent and mystifying to Ally as well as the other attorneys. At the same time, on a different case, a severely rotund attorney passes out from a near heart attack just outside the courtroom and Ally has to give him mouth-to-mouth resuscitation.

A high-profile case opens up for Cage and Fish when a jilted spouse plans to sue a U.S. Senator for "interfering with happy marital relations". The Senator's case perversely parallels the awkward love triangle between Georgia, Billy, and Ally. Uncomfortable with how close the case mirrors her own life, Georgia quits the case; Fish and Cage step in to try and keep the Senator from losing his job.

Cage must represent his second cousin, a harmless but eccentric man with a Cupid Complex. His cousin was brought up on assault charges for swatting couples in the head with a paddle to goose them into realizing they're in love. On the way out of the courthouse, the client swats Ally and Bobby Donnell, who have grown considerably closer over a case they are co-counseling. The matter entails two men who want the court to order/force a hospital to perform a heart-swap surgery. The judge turns the tables on the lawyers and asks Ally to role-play by pretending she's the judge who must render the ruling. Billy and Georgia realize their relationship is in a rut. They resolve to be less predictable, and spontaneously decide to have sex in the conference room. Ally who always seems to be at the wrong place at the wrong time inadvertently walks in on Georgia and Billy.

Ally is feeling increasingly antipathetic towards Nelle Porter. She thinks Nelle brings out the darker side of the firm. Nelle represents a First Amendment case about a popular radio talk show host, ala Howard Stern, who is accused of inciting a hostile work atmosphere through his vulgar discourse. Nelle triumphs by implying that the talk show host has certain sexual dysfunctions, then promptly drops the case as a legal tactic. Ally becomes disgusted. Cage takes on the case of a restaurant owner being sued by a man claiming intentional infliction of emotional distress for serving horse meat to patrons. During the course of the case, Cage finds it increasingly difficult to do his job due to a preponderance of empathy for the horse in question.