It's the season of over-sexed women at Cage & Fish. Ally has just had a spontaneous sexual fling in a car wash, her client's minister won't perform her wedding because of a last-minute affair, Nelle has sexual fantasies, and Renee and Whipper are using their womanly ways in hiring for their new firm. Ally can help her client get her wedding back on, but she may be more helpful in calling it off, and off again. Elaine and Barry White help John find his innate sexiness within.

Ally and Ling decide to try and be friends, but lesbian urges over-take them and they decide to have a little fun. When John learns what Nelle's fantasy is, they are both in for a world of shock. Billy has two clients both defending sexual harassment charges and he teams up with Renee in court, but Renee takes him to task for his sexist views.

Tracey's replacement, Dr. Flott, is a pill-pushing septuagenarian, and thinks Ally needs to be on Prozac. Everybody agrees, but is Ally ready to let Al Green go? Nelle and John defend a high school boy who kissed a girl. John sees himself in the boy, and doesn't think that Nelle has any compassion in her. Billy joins a club of like-minded men, but Georgia isn't very understanding.

There's a new Billy in town and he's not foolin' 'round, so Georgia meets an older man at the bar. Homewrecker Ally is back when she is sued by former client, Risa. Whipper and Renee try to defend her, but when all possible resolutions seem to lead through Joel, Ally could find herself in deep financial trouble. Richard and John are concerned that they don't know how please their women in bed.

It's Thanksgiving, and Ally has invited everybody to her place, but the number of affairs that have occurred is too much for Ally to handle. In Tracey's office, Ally tries to work things out between her parents and between her and her father. Meanwhile, Georgia has given up on Billy, and Richard seeks comfort with Whipper.

Billy and John are in a high-profile sexual harassment case. John is humiliated and extremely agitated when his stuttering airs on television and he gets fired from the case when his tricks malfunction. While Billy might go too far with the client, Mrs. Jones, Georgia moves on, in more ways than one. Richard and Ling try to have an actual conversation about the future of their relationship.

It's the new Christmas, where an over-weight Santa is fired and put on trial. But with Renee and Georgia versus John and Ally, the court room becomes a crying and screaming match. Ally keeps seeing a younger version of herself and decides she needs to try and save Billy and Georgia.

Elaine becomes a mother when she finds a real, live baby abandoned in a Christmas nativity display. She wants to keep him and with the support of the entire office, she, Ally and John fight a tough court battle. In preparation for the Christmas party, Elaine convinces Ally to sing a sexy song but Richard and Billy have their reservations.

A homeless man expounds to Ally about her life, and Ally becomes infatuated with him, but is he homeless, or insane, or her soul mate? Ling is arrested for running her escort service as a brothel. But while defending Ling, John's past with a hooker upsets Nelle, and Billy uses Ling's services to hire six women for himself. The Billy girls now complete the new Billy look.

Ally is convinced that John is her one true love, but John is busy making devices that make Nelle a closer match to him. After a first date who wanted in, Elaine is concerned about the image of herself that she puts out there. Meanwhile, Sandy speaks up to Billy about what she wants.

Georgia blames Cage & Fish for the new Billy, and is suing the firm for the break-up of their marriage. When Richard and John are called lascivious, John gets mad and even. But when he rips into Georgia on the stand, Billy defends his wife, Ally is outraged for being Exhibit A, and Richard is sad that his firm has turned into anger and bitterness instead of fun.

Wanting a date, Ally rear-ends a guy, literally. But when that dating prospect comes to a shrieking halt, she gets sued. Richard uncovers Ling's secret that she volunteers at a nursing home. Her favorite old man Marty could be evicted and John, Richard and Ling try to defend him, but the case and its aftermath become way too personal for Ling to handle.

Ally gets hit on by a barista, so she dumps coffee on him. When she then meets him in court, she finds herself in jail, and then surprisingly, on a date with him. Nelle shows her elitism by admitting to John that she would never date "small" people. John is quite upset over her snobbery.

John and Richard are representing four people who lost their jobs for being too odd. The case hits very close to home for him and John is determined to at least raise everyone's spirits. Elaine and Ally are in a dance competition to be Tina Turner's back-up dancers. Ally's upset with the new Billy, but even more people will be upset when the winner is named.

Paul Potts the clapping "oddball" is the prime suspect in a murder case and when all evidence points against him, John, Richard and Ally go undercover to investigate alternative suspects. Billy is hallucinating and finally decides it's time to see a doctor. Meanwhile, Nelle is up to something and even Ling doesn't know what.

Billy is experiencing hallucinations, he goes to a doctor and finds out his has a brain tumor. It's benign, so they plan on removing it in a few days, after Billy wraps up his current case. During his summation, Billy collapses and is rushed to the hospital. Ally goes back to the firm, and informs everyone of Billy's death. Nell breaks up with Cage.

After Billy's death, Ally is being chased by Gloria Gaynor and disco, and Richard has gone out and got a new puppy. The puppy is in the form of Mark Albert a new lawyer for the firm. Ally is upset because she thinks she and Ling can handle the murder trial on their own, but when Ling is coaching their client on how to fake cry, Mark intervenes to try and help win their case.

It's Ally's thirtieth birthday, and Elaine wants to throw a party at the bar with everybody singing for her. Bad singing voices and cat-fights ensue. Meanwhile John and Mark are defending a woman charged with murdering her husband with her breasts but John gets very flustered when she flaunts her murder weapons in his face. In Ally's search for curing her loneliness, plastic surgery doesn't work, and turning to the church to see if God is single doesn't work, but John's surprise birthday present to her just might do the trick.

Ally has donned an Internet persona to meet a man online and when she and Mark are in court, Ally thinks her Internet lover is the prosecuting attorney. But when the virtual sex turns into a real date, she finds herself arrested for statutory rape. Meanwhile, Nelle pleads her case to be made partner but John thinks she's a rich, elitist, ice queen snob, and Richard has done the math but the numbers don't work out.

Nelle schemes her way into turning Elaine against Cage and Fish and starting her own firm. Nelle has hired her own lawyer in defense of stealing clients, but Richard has slept with this lawyer, John is reduced to repeatedly uttering "balls, balls, balls", and while Ally is becoming serious with Brian, it will be left to Mark, and Ally and Elaine's friendship to save the firm.

Nelle and John sing the blues. Nelle is lonely after having left Cage and Fish and realizes that she actually liked it there, and John is reliving past pain since it's his birthday. Ally is in hysterics when introducing Brian to her parents, and her father doesn't take kindly to the new man in her life.