Feeling nervous that the firm is not making enough money, Fish and Cage decide to hire another associate, a "rainmaker" who can bring in lucrative clients. They hire Nelle Porter, an attractive, late 20's litigator from a respectable firm. On her first day, Nelle manages to irritate Ally, Georgia and Elaine, but Fish and Cage seem very pleased with her. Ally defends a woman in her late-30's accused of having sex with a minor. When the boy testifies, Ally finds herself attracted to him. Meanwhile, Cage takes on a case of a woman who is suing for wrongful dismissal from a travel agency. When the lawyers first meet the woman, they are stunned by her appearance.

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.

Nelle is already making her presence felt in the change of office atmosphere when Fish dumps another groundless case on Georgia. Ling Woo, the unpleasant plant manager, is back to sue a nurse in her sister's plastic surgeon's office for misrepresentation of results from breast implant surgery. Georgia would love to drop the case but can't. She confronts Nelle for dumping it on her anyway, but Nelle justifies the reassignment by saying she and Ling are friends and would end up hating each other as a result of the lawsuit. Cage reflects on Ally's progress with a mediation case between Fish's minister and a jilted choir singer. Nelle moves on to Cage and confronts him about his resistance to the notion of a potential interoffice romance.

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.

Ally gets arrested for fighting with Hannah, a distraught young woman who is struggling with her best friend stealing her boyfriend. Ally offers to represent her later in court, only to learn that Hannah has a habit of firing her lawyers. George Madison meanwhile has come back to the firm to get some legal counsel in starting up his own magazine. He hopes Ally will help him, much to Elaine's chagrin. Elaine, desperate to win George over, sits Ally down for a heart to heart talk and asks Ally not to take George away from her. Cage and Nelle have an awkward moment when she insults his pet frog, which is about to compete in a jumping, contest, which Cage is set on winning. Hannah's case goes to the jury after a brief defense by Oren Koolie, who puts in an impassioned appearance.

Renee bumps into an old flame from high school and must decide if she wants to reignite the love of her life that happens to be married. Ally represents a Nun who lost her job because she broke her vows of celibacy. Stefan, the frog, re-appears but nearly dies in the process, leaving Cage sitting vigil over the comatose tree frog.

Ally finally shakes the pesky Wallace. Ling rescues Stefan the frog from a suicide jump only to have him served up as dinner. The gang at the firm mourns the untimely death of Judge Happy Boyle.

A group of mothers against pornography is trying to shut down Ling's female mud-wrestling club. Ally gets herself into a strange predicament just before a big date with a handsome former flame of Georgia's. Fish and Cage go undercover at the mud-wrestling club to do 'research' for the case.

The whole firm is angry at Richard for accepting another ridiculous lawsuit that Ling has come up with, but as usual, Richard has no problem telling it as he sees it. Renee inadvertently sets Ally up on a blind date from hell, and this time during the date, Ally gets herself stuck in another tight situation. John is continuously fraught over his relationship with Nelle, and things don't go well when he asks for advice or gets advice when he doesn't even ask for it.

Richard throws his annual Christmas bash as Ally and Billy get drawn into a high stakes case involving a wealthy bond trader claiming wrongful termination. Renee and Matt consummate their affair but with painful consequences. Ling tries out Christmas cheer but it doesn't work. John tries to use the mistletoe to his advantage in trying to make a move on Nelle.

Upon discovering her favorite high school teacher is terminally ill, Ally seeks a court order to allow the women to spend her remaining days in a drug-induced coma, happily dreaming of her imaginary lover. Cage must gather his courage to confront Nelle after Fish tells him she thinks Cage has not had sex with her because he's gay.

Ally defends a woman coming out of a nine-year marriage whose husband, claiming mental incompetence, wants to have the marriage annulled. Nelle and Cage are having rocky times in their relationship. Ally and Dr. Butters come to a new understanding after he hears her impassioned defense of a client in court.

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.

Fish announces that the most unlikely person has been hired as the firm's latest attorney. Appeals to John Cage go nowhere as he feels he has no choice but to support his partner's decision to hire her. Sun Company, in an attempt to minimize their liability and exposure to potential sexual harassment suits when office romances go bad now require romantically involved employees to notify their supervisor of the relationship and sign a "Love Contract" which holds the company harmless if things don't work out. In the heat of the behind-closed-doors argument, Billy reveals his anger over losing the case has more to do with other feelings he is having than with the case itself. He begins to have feelings of jealousy.

When we last saw Ally she was in shock over her encounter with Billy. Ally realizes her life is in crisis and that everything she does from this moment on could mean a lifetime of happiness or bitter disappointment. That's when she makes a decision not to be passive and do something about her life.

Ally is guilt ridden by her encounter with Billy and she stresses over her relationship with Georgia. Should she confess all to her or keep her dirty little secret? Everything tells her to hold back, but where will she find comfort and forgiveness? John and Ling are working on a case in which they represent the plaintiff; a bookstore owner who lost her business after a conservative State Senator running for re-election targets her establishment, as an outlet for pornography. John trains Ling on his usual tricks.

Word that Billy and Ally came perilously close to an adulterous affair is spreading through the law firm. What is most uncomfortable are the icy stares and cold shoulders Georgia is throwing Ally's way. But who can blame her? The adversarial relationship between the two women is played out in a most unusual way.

Cage continues to ride the high of his birthday gift from Nelle. It was a life changing night and has had a profound effect on his view of himself and his self-esteem in regards to women. The firm is defending another law firm, Johnson Biblico, in a suit alleging sex discrimination. Elaine is distraught that she won't be able to compete in the swing dance competition since her partner pulled his Achilles heel. Her hopes are raised when Ling reveals that she can dance swing and offers to enter with Elaine. Billy and Georgia continue to work on their relationship as part of the aftermath of Billy's almost-affair with Ally. They have started to see a marriage counselor, Dr. Hooper, who thinks it would be a good idea if Ally were to make an appearance.

In a land where everyone has the opportunity to make a fortune, it seems that now it's Elaine's turn - it appears that her invention, the "Face Bra", might be a hit. Unfortunately, Elaine's family sues her for royalties claiming that Elaine stole the idea from her cousin Martha just before Martha's untimely death. Ally agrees to represent Elaine but when depositions appear to nail Elaine, Georgia is the first to suggest they settle. Elaine is crushed: first her family turns on her, now her colleagues are ready to abandon her. Billy and Ling are defending a computer software firm on sexual harassment charges emanating from the company's "Day at the Beach" casual days at the office. Even though participation is voluntary, Vicky Sharpe, a slightly overweight employee felt she had no choice but to participate or risk being singled out as a non-participant. John Cage remains a man transformed by his thirty-fifth birthday.

Fish and Cage find themselves representing the soon to be ex-wife of a philanderer who is suing not just for divorce but for property damages as well. The case has loser written all over it and Cage is insisting they settle while Fish is convinced they can win it. Since Ally's indiscretion with Billy, Greg has been ignoring Ally's phone calls and spending more time in the company of other women. Ally feels terrible that a great guy seems to be getting away. Billy does not like the attention that Georgia is enjoying form the other men in the office since she changed her wardrobe appearance.

Ally is having weird dreams about moments from her childhood, some good, some painful. But each compels her to wrestle with the question of true love. Can it be real or must it inevitably be just an illusion? Ally's latest case is calling the issue into question as she and John Cage are representing a woman charged in Criminal Court with fraud. Barry Philbrick has testified that his wife, Kelly Philbrick married him solely for his money. He claims that at the time of their marriage, she wasn't in love with him, that her wedding vow was a lie and that she admitted it in a letter to a close friend that Barry found. Kelly readily admits to her lack of feelings for Barry: she loved him but she was never in love with him. On the stand Kelly admitted that she had been writing to an imaginary friend: the man of her dreams, who then became the standard by which every real man in her life had to measure up too.

Ally's heart is broken and not by Billy or Greg. It's just one big stress fracture. She's come to the realization that there isn't anyone out there for her. She has her image of the perfect man, but is beginning to believe that he does not exist. Surprisingly, a pep talk from Fish leads Ally to become more proactive about her love life. Working on the, "you have to kiss a lot of frogs before finding Prince Charming theory", Ally decides to go on a dating frenzy. She also decides to go for a total hair and fashion makeover. Nelle is starting to become annoyed with John Cage because he seems to be the only one in the firm who understands Ally's imaginary love life. Nelle is worried that John and Ally feed off each other and now that she and John are a couple, she would really prefer her man to face life head on.