Ally befriends a homeless man and they hit it off, but just when Ally starts to think the man could be Mr. Right, she is stunned by what she finds about him. Meanwhile, Ling is arrested for running an escort service as a brothel. While defending Ling, John's past with a hooker comes to light and upsets Nelle. Billy, still on his pro-testosterone kick, hires six of Ling's escorts to follow him around and be his "assistants."

Out in the Cold

Calista Flockhart

Courtney Thorne-Smith

Greg Germann

Lisa Nicole Carson

Jane Krakowski

Gil Bellows

Peter MacNicol

Vonda Shepard

Portia De Rossi

Lucy Liu

Dennie Gordon

Billy Dickson

Craig Bench

David E. Kelley

Josh Caplan

Peter Burrell

Just Friends

Blue Christmas

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.

Car Wash

Ling's curiosity is piqued when she dreams about kissing Ally. Under the pretense of becoming better friends, Ling and Ally go on a "date". Meanwhile, John overhears Nelle talking about her fantasy, which sends him back into the depths of sexual insecurity. It seems everyone in the office is pre-occupied with the topic of sex and Billy and Renee feel they are the only people actually working. Renee defends a woman who is accused of sexual harassment by her female co-workers. The co-workers claim that she has turned the office into a sexual arena and is suing. Billy represents the company, but finds that he and Renee do not see eye to eye on the case or on the issue of a woman's sexuality in general.

Buried Pleasures

Ally is plagued with hallucinations of Al Green. She talks about these hallucinations with Dr. Shirley Flott, who is seeing patients while Dr. Tracy is away. Shirley has no patience for Ally's daydreams and wants desperately to put her on Prozac. Wrestling with the idea of going on medication leads Ally to question what is so wrong about hallucinations: they bring her comfort and keep her in perspective? Meanwhile, Nelle and John defend a boy suspended for impulsively kissing one of the most beautiful girls in his class. During all this, Billy has had a series of "off the book" appointments and refuses to tell anyone, including Georgia, where he's going.

Seeing Green

Risa, the bride whose wedding Ally destroyed, decides to sue Ally for intentional infliction of emotional distress; Georgia expresses outrage when Billy hires a sexy twenty-year-old as his new assistant; Ling tells Fish that she has been faking in bed.

Heat Wave

Ally's Thanksgiving turns into a debacle when she invites her colleagues and her parents to her apartment for dinner.

Troubled Water

Richard and Ling officially break up. Billy and Cage represent a sexy, middle-aged woman who's suing her employees for sexual harassment. The woman, Robin Jones, claims that the staff of her magazine held a "sick out" and delayed the May publication because they didn't want to work for a "nymph," which led to her being fired. After they lose the case, she and Billy argue over his chauvinism, but settle their differences with a kiss... just as Georgia walks in on them.

Changes

The first case Georgia brings to Renee's new firm pits them against Cage and Fish. Georgia defends Newman's, an upscale department store against Steve Mallory, who worked as the store's Santa for seventeen years. Cage represents Mallory, who claims that he was wrongfully fired because Newman wants to hire a younger, thinner Santa. Meanwhile, Ally is haunted by visions of herself as a little girl. Ally manages to bring Georgia and Billy together to talk, and Billy sees that he wants Georgia back. But Georgia is not as eager to work things out yet.

Saving Santa

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.

Ally has a romantic dream about Cage and wakes up thinking that he may be the one for her. When she finally gets up the courage to tell him, he admits that he often thought she might be the one for him also. Meanwhile, Elaine goes on a date with a great guy only to learn that he asked her out because his friend said she was easy.

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.

Over the Rainbow

Ling defends a dear old friend who is asked to leave his retirement home because the director finds his exuberant imagination disruptive for other residents. While Ling tries to decide whether her friend truly believes in his make-believe world or just pretends to, he suffers from a hallucination that has fatal results. Meanwhile, Ally spots a potential cute guy and proceeds to go after him.

In Search of Pygmies

Ally is pursued by a barista, but she is turned off by his forwardness so she dumps coffee on him. Later she meets him in court, where he is presiding as a judge, and after a heated exchange of words Ally finds herself in jail. After the two of them work things out, they end up on a date. Meanwhile, John is upset by Nelle's snobbish elitist attitude towards the "small" people and Billy finally kisses his assistant Sandy.

Pursuit of Loneliness

Cage and Fish represent four people who lost their jobs for being too odd. The case hits very close to home for John and he is determined to at least raise everyone's spirits. Meanwhile, Ally and Elaine enter a dance contest in which the winner gets to perform as one of Tina Turner's back-up singers at the bar and, in the end, both ladies win. Despite their differences, Billy and Ally agree to move their relationship in a different direction.

The Oddball Parade

Cage's 'oddball' client (from the previous episode) is accused of murdering his old boss and the firm gets involved in their first murder trial. Suspecting he's been set up, Ally plays detective and goes snooping for additional information. Meanwhile, back at the office, Nelle has a few surprises up her sleeve.

Prime Suspect

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.

Boy Next Door

After the recent tragic events Ally is being stalked by disco and an imaginary Gloria Gaynor, who sings "I Will Survive." Meanwhile, Richard hires a new lawyer to replace Billy and assigns him to Billy's cases, which causes Ally to feel extremely conflicted and lash out. Also, the new guy has some interesting quirks of his own.

I Will Survive

The firm defends a woman accused of murdering her eighty-nine-year-old husband by suffocating him with... her breasts. Meanwhile, Ally struggles with turning thirty. She goes to church to find God, but instead finds an angry Reverend Newman who has a pet peeve about women who only need God between relationships. Ally's next stop at a plastic surgeon has even more devastating results.

Turning Thirty

Ally engages in a little virtual sex, with a guy she's been writing to online for the past few months. At Renee's prompting, Ally tries to arrange a meeting. Eventually, she does. By this time, Ally, or "Lover Lips" as she calls herself, thinks she's found her "Thunder Thighs". Upon seeing Brian, the opposing counsel in a case she and Mark are trying, she immediately is drawn to him. Later, Ally is in hot water when she realizes she's been chatting with underage kid.

Do You Wanna Dance?

Nelle schemes to leave Cage & Fish in order to start her own firm and it leaves both Richard and John furious. She also recruits and convinces Elaine go with her, but her plan backfires. Meanwhile, Ally dates Brian Selig.

Hope & Glory

Things go awry when Ally introduces Brian to her parents, resulting in conjuring up old pains and hurt feelings. Meanwhile, Nelle regrets her decision to leave Cage and Fish, and takes steps to rectify it. Also, it's John's birthday - emotional, entertaining, with lots of musical numbers.

Ally McBeal: The Musical... Almost

Ally McBeal is a young lawyer working at the Boston law firm Cage and Fish.  Ally's lives and loves are eccentric, humorous, dramatic with an incredibly overactive imagination that's working overtime!

Out in the Cold

Seasons5

Season 3 Episodes21

Cast10

Crew7

Discussion

Episode Summary