Ally is shocked to discover that her biological clock is ticking, unleashing strange libidinal impulses in her. During a sculpting class with live nude male models, she and Renee become enamored by one particular model with obviously generous endowments. Meanwhile, Ally has taken on the case of the 19-year-old son of an important client, who has been charged with assault because he slugged a guy in a bar who was verbally harassing his date. The boy tells Ally he felt justified because he warned the guy first, which serves to increase Ally's cradle robbing interest in him.

Cage must represent his second cousin, a harmless but eccentric man with a Cupid Complex. His cousin was brought up on assault charges for swatting couples in the head with a paddle to goose them into realizing they're in love. On the way out of the courthouse, the client swats Ally and Bobby Donnell, who have grown considerably closer over a case they are co-counseling. The matter entails two men who want the court to order/force a hospital to perform a heart-swap surgery. The judge turns the tables on the lawyers and asks Ally to role-play by pretending she's the judge who must render the ruling. Billy and Georgia realize their relationship is in a rut. They resolve to be less predictable, and spontaneously decide to have sex in the conference room. Ally who always seems to be at the wrong place at the wrong time inadvertently walks in on Georgia and Billy.

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.

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.

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.

Jenny's mother comes to hire the firm to take her wrongful termination case. She's being fired from her job for dating a 20 year-old. Jenny wants Ally to purposely lose the case but Ally can't do that. The case ends up serving as a mirror to Ally and Glenn's relationship. Ally's closing makes Jenny change her mind and she accepts her soon-to-be step-father. Glenn tries to reach Ally, but Ally, as always, is afraid she's going to end up broken hearted. Meanwhile, Ling looks for more exciting cases for her show and brings an entire orchestra to her court. Richard obsesses with Ms. Shaw's waddle, but Francis shows him he's way out of her league.

Richard and Raymond are hired to represent Serena Feldman, a 16 year-old girl who will die unless Judge Hall consents her a heart transplant from her convicted father, who is the her only match. Serena's aunt is against the transplant because Serena's dad murdered her mother , and Claire interferes with both her and the judge in order to help save Serena. The case is tough, and afraid his daughter will die after Judge Hall denies the transplant, Serena's father escapes and kills himself. Meanwhile, Maddie is caught smoking and reveals to Victor that she wanted to be suspended to avoid father-daughter day at school. She questions Ally why she and Victor can't be together, and Victor overhears Ally telling Maddie that they come from different worlds. Angry at Ally for being elitist, Victor quits, but Ally goes after him to ask him on a date. In the last minute she freaks out, and Victor is called in for help. Ally is still in love with Larry and thus can't date Victor.