Ally McBeal Wiki

Sideshow is the 15th episode of Season Two of Ally McBeal.


Ally consults Tracy for advice now that she and Billy have kissed.


Ally returns home to her apartment and tells Renee that she and Billy kissed. The conversation is put on hold when Greg arrives at the front door. He reminds Ally about their dinner plans, and how he waited for her at the restaurant for over an hour. Ally attempts to explain what happened, but Renee pulls her aside. She warns her of the possibility of losing Greg should she admit the truth. The situation takes another turn when Billy shows up at the apartment. Renee quickly concocts a cover story. She tells Greg that she and Billy are planning Ally’s surprise birthday party. Though somewhat flustered, Billy plays along with the ruse.

Billy reacts with shock when he learns that Ally told Renee about their kiss. Ally ushers him to the front door and promises to get back to him later. At her wits’ end, Ally schedules an emergency session with Tracy. During their discussion, Ally admits that she has never slept with Greg. The room erupts with laughter. Ally grabs a nearby remote and shuts the laughter off. Tracy encourages Ally to consummate the relationship to see whether or not they are sexually compatible.

Later that night, Billy shows up at the apartment to discuss the kiss. But Ally convinces him it would be better to wait until the following day so their heads can clear.

The next day, when Ally steps off the elevator, she hears a judgmental vocalist singing in her head. She closes her eyes to refocus, and when she reopens them, Georgia is standing in front of her. Ally lets out a yelp. They speak briefly about a case, and when Georgia walks off, Ally imagines seeing a knife stuck in her back. A short time later, Billy enters Ally’s office to discuss the kiss. Ally reacts with anger when Billy places the burden of ending their relationship on her. Their conversation lapses into a battle, each challenging the other to move the relationship to its next stage. Ally calls Billy’s bluff by challenging him to kiss her again. Billy responds by claiming he cannot go another day without making love to her. The pair agree to meet at Ally’s apartment at lunchtime.

Ally returns to Tracy’s office to relay the news. Tracy wonders how Ally will respond if Billy really does want to have sex with her. Ally insists she will not allow herself to sleep with Billy. Later, when Ally returns to the office, she again bumps into Georgia. This time she hears a loud heartbeat, the telltale heart. The walls of the elevator surge in and out, beating rhythmically.

Ally loses track of time while she is at the office. She runs home, but as she rounds a corner, she imagines that her apartment building has disappeared. Moments later, she sees Billy exiting his car. She realizes that he wasn’t bluffing after all. Once inside the apartment, Ally states that she has imagined this scenario a hundred times in her mind. Billy slowly walks to Ally and asks how the scenario ends. Ally responds by lifting her hand slowly and touching his face. She then pulls him closer and they kiss. Ally then steps back, burying her face in her hands, trying not to let Billy see her cry.

Ally tells Tracy about the encounter. Tracy asks to see Ally and Billy together. Ally approaches Billy with the idea, but he initially refuses. A short time later, Ling begins to growl. Claiming to be "penile psychic," Ling believes something is going on behind closed doors. Georgia’s "radar" also goes into action.

Despite initial misgivings, Billy accompanies Ally to Tracy’s office. Eventually, Billy agrees to confront the truth about his feelings for Ally. But before he does so, he asks Tracy for her credentials, her personal history, regarding relationships gone wrong. Tracy expresses herself by launching into song. Billy turns off the stereo, and slowly, Tracy retakes her seat. She tells Ally that husbands sometimes stray from their spouses for one reason: sex. She suspects that the only way the ever-so-monogamous Billy would be unfaithful is if he believed his motivation was something more meaningful than lust. She also believes that the only way for the pair to find out if they are right for one another is to leave guilt about Georgia out of the equation. She then places Ally’s hand in Billy’s.

Tracy asks Billy to imagine what Ally will look like when they are in their sixties. Billy describes Ally as having had plastic surgery done to her face. Ally wonders aloud how Billy could be attracted to someone who is so self-absorbed and narcissistic. Angered, she storms out of the room… and into Tracy’s walk-in closet. When Ally reemerges, Billy tells her how he fears she is incapable of monogamy, for if she fails to get the right kind of affirmation from her spouse, she might look somewhere else. Ally is incredibly offended.

Meanwhile, back at the office, Ling freezes Georgia in her tracks by saying the word "sex." When Georgia says the word, Ling labels her effort as "terrible."

Ally tells Billy that, in reality, he is worried that he will be unable to keep giving her the affirmation she needs. Billy retaliates by stating that love is wasted on Ally. He also believes that if they had stayed together, she would have pulled him into her world. But he also admits how much he loves her. Ally realizes that Billy is indeed in love with her… but is afraid of wasting that love. With that, Ally tells Billy that she loves him as well. She then says "goodbye" and walks out of the room.


Calista Flockhart as Ally McBeal
Courtney Thorne-Smith as Georgia Thomas
Greg Germann as Richard Fish
Lisa Nicole Carson as Renée Raddick
Jane Krakowski as Elaine Vassal
Portia de Rossi as Nelle Porter
Lucy Liu as Ling Woo
with Peter MacNicol as John Cage
and Gil Bellows as Billy Thomas

Special Appearance By

Tracey Ullman as Dr. Tracey Clark

Recurring cast

Jesse L. Martin as Dr. Greg Butters