The widow of Ally's former law professor asks Ally to speak at his funeral... not knowing she once had an affair with him.
- 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
- and Gil Bellows as Billy Thomas
- Tate Donovan as Ronald Cheanie
- Jerry Hardin as Minister
- Vonda Shepard as Herself
- Brett Cullen as John Dawson
- Kathy Baker as Katherine Dawson
As Elaine tries to interest her co-workers in her new "face bra" invention, Fish tells Ally that their former law professor, John Dawson, has died. What Fish doesn't know is that Ally once had an affair with the married Dawson. Fish goes on to say that Dawson's wife would like Ally to be a pallbearer. Not wanting to reveal the affair, Ally reluctantly agrees. Amid flashbacks of her relationship and breakup with Dawson, Ally confesses the affair, and her guilty feelings, to Billy. Then Dawson's widow, Katherine, arrives and, to Ally's dismay, asks her, as one of Dawson's favorite students, to speak at the funeral. Again, unable to reveal the true nature of her relationship with Dawson, Ally can't say no.
Later, Ally recalls what made her break up with Dawson: meeting his 4-year-old daughter. She tries to talk to Billy again, but Elaine interrupts with a message from Ronald Cheanie, whom Ally has been dating. Over drinks that evening, Ally assures Cheanie that he doesn't have to go to Dawson's wake with her. Cheanie makes it clear that Ally's leaning on Billy (instead of him) makes him uncomfortable. At the wake, Ally manages to maintain her composure long enough to look at Dawson in the open casket. When she finally turns away, she is face to face with Dawson's now 8-year-old daughter, who clearly remembers her. Katherine sees her daughter's reaction... and suddenly, she too knows that Ally is the woman who almost broke up her marriage. The next morning, Katherine visits Ally and confirms that she knows of the affair. Ally doesn't deny it. But when Katherine asks about the depth of Dawson's feelings for Ally, Ally cannot stand the heat and escapes to another calming conference with Billy, who urges her to lie to Katherine. When Ally returns to Katherine, she flashes back to Dawson's pleas of love, but tells Katherine that his indiscretion was merely a mid-life fling. Katherine is somewhat comforted, but does tell Ally that she probably shouldn't speak at the funeral after all. That evening, Georgia confesses to Billy that Ally's confiding in him bothers her, too. And as Ally dresses for the funeral, she is once again flooded with guilt.
Ally stops at the office before going to the funeral. There she finds Cheanie, waiting. He demands to know what is transpiring between her and Billy. Finally, Ally tells him about the Dawson affair. Now upset not only by her connection to Billy, but by the fact that she had an affair with a married man, Cheanie breaks up with Ally. Later, at the funeral, the minister calls on Ally to speak, not realizing that she should have been crossed off the program. Greatly embarrassed, Ally goes to the pulpit. At first she rambles, but then she talks about what a devoted family man Dawson was...both publicly and privately. It is a healing speech for Katherine. After the funeral, Ally goes back to the office. Billy comes to check on her and, sensing she needs comforting, takes Ally in his arms for a slow dance around her office.
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