Over the Rainbow
Air date: February 7, 2000
Summary/Review by Dana Bonistalli

Skip summary and go straight to Dana's "Bits and Pieces"

It's late and raining in Boston. A young Ally is staring out a window at the falling rain, and as the camera pans around her, she slowly becomes the 'now' Ally. We see she is standing in her office. Billy comes up behind her and asks if she's working late. "I didn't bring an umbrella, so I was, you know, waiting for it….to let up…waiting for the rain to let up," she says. Billy repeats "waiting for it." Ally tells him she's making progress. She's not waiting for a 'him' anymore. She asks how he is and he says he's fine. She thinks he needs to take a look at himself and see the bleached head and the 'Billy Girls.' "I know you're smart enough to realize how ridiculous you've become," she says. Billy doesn't like what she's saying and he gets up to leave. "Are you angry with her?" Ally asks, "Or is it some kind of protest against the way life turns out?" Billy says he doesn't know. She tells him he's heading for a breakdown. "You really think you're doing a lot better than me?" Billy asks, "You're standing there staring in a window waiting for something. You don't even know what it is but you're waiting for it just the same." She says she knows it is out there, whatever 'it' is. Billy tells her to look in the main office and asks her what she sees. She says "nothing," that it is empty. "It's a room full of people with lives at the end of the day," Billy says. "Lives which they all go home to. You and I, well, I think I work late because the emptiness here pales compared to the nothingness that waits for me in my apartment. And you, I think you are a little addicted to the 'ding' of the elevator. You say you're not waiting for him; maybe you are, maybe you're not, maybe it really is an it. But every time that elevator goes 'ding,' the doors open and something comes out and you're hoping maybe it'll be your life." She tells him she's convinced his breakdown is happening because that is just ridiculous. However, before she finishes, the elevator dings and she is startled. A very handsome man comes out. "I knew it was after hours but something just told me to get in that elevator, somebody would be here" he says. Ally asks if she can help him. He asks her name. "Ally. McBeal," she starts, "Well, my middle name is Marie, but I just go by Ally. What's yours?" He says "Pross." She is intrigued. "Pross what?" she says. "Process Server," he says, holding up a summons. He hands it to Billy. He reads it and learns that Georgia is suing the firm for breaking up their marriage.

The next morning, Richard is trying to figure out what's going on. "How can she sue us for breaking up her marriage?" he says. "Did the firm kiss Robin Jones? Did the firm soak its head in Clorox and pledge allegiance to schmuckhood?" Billy stops him from going any further. "Clearly, this is just a frustrated, angry, weak woman looking to exact a pound of flesh like typical, angry, male-hating, frustrated, embittered, weak women like to do," Billy says. "Clearly," says Ally. Nelle asks what Georgia's cause of action is and John says she is claiming that the firm was a sexually charged arena which interfered with marital relations. "Please, that's even too bogus for me," Ling says. Richard says he knows he missed some classes in law school but he can't understand how Georgia can sue for this. John says she's blaming the firm for the new Billy. Richard decides they are all going to go into the courtroom together. As they walk down the hall of the courthouse, they see that Georgia is standing with a man, obviously her attorney. Richard says he is "Tiny" Tim Fallow, probably the best divorce attorney in town. Billy approaches them and asks Georgia what she is doing. Fallow tells him that if he has anything to say to Georgia, he should address it to him. "All right," Billy says, leaning in towards Fallow. "You're an embittered, angry, little man-hating bitch."

In the courtroom, the judge admits that this does seem to be a bit of a stretch. Fallow says that the firm is dominated by inter-office sex. "The two senior partners both sleep with associates. The women there constantly throw the offer of sex in Billy Thomas' face. The two senior officers have never done a thing to alter this behavior. Ultimately, it has led to the demise of my client's marriage." John says that Massachusetts is a no-fault state, but the judge reminds him Georgia is not suing her husband. The judge agrees to a short evidentiary hearing later that afternoon. As everyone starts to leave the courtroom, Ally mentions to Ling that she just needs to get Georgia alone for a minute and she asks Ling for her help in distracting the lawyer.

Georgia enters the elevator and before her lawyer can join her, Ally and Ling trip him. Ally quickly runs into the elevator as the doors are shutting. She stops the elevator and turns to Georgia. She asks her what she is doing. Georgia doesn't answer. "Last night, I was standing in my office, staring out the window, and actually, it made me think," Ally says. "Suppose somebody hated the way their life turned out. Who would they sue? And then I thought 'Well, that's pretty silly. You can't file a lawsuit just because you hate your life.' But that's exactly what you're doing, aren't you Georgia?" Georgia says that what happened to Billy did have to do with the place being oversexed. "Look at you," she says, "Two years ago, we all called you Julie Andrews and now you can't even go to a car wash without jumping somebody." Ally tells her that two years ago, whatever problems Georgia had with Billy, she wasn't the type of person who would turn on her friends.

The hearing starts and Richard is first to take the stand. He says he doesn't cultivate a chauvinistic work environment. Fallow asks, "Is it your opinion that women are sex objects?" Richard answers "Yes." "All women?" Fallow asks. "Not the ugly ones," Richard says, "Fat. That depends on individual taste." John objects and Richard says "Withdrawn." Fallow asks about Richard's attraction to wattle. The judge asks, "What is wattle?" Richard tells him that it's the skin that hangs from the neck of older women. "You go around your office touching women's necks, don't you?" Fallow asks. "I try, yes, I do," Richard says. John tries to stop the line of questioning, but Fallow argues back and tells the judge he would appreciate being able to finish questioning the witness. The judge tells John to sit down. Fallow asks about the point of having a unisex bathroom. "It's so we can all go together when we go," Richard says.

Back at the office, Nelle says they need to put John on the stand because they need to show the judge an example of their other senior partner. Billy is upset. He says that this morning, Georgia had a ridiculous case, but now, she suddenly doesn't.

On the stand, John says that Billy is a grown man and he makes his own decisions. He says the firm is not responsible for the change in Billy, and especially not because they have one lascivious senior partner. Fallow asks John if he is lascivious. "I most certainly am not," John says. Fallow asks him if he ever hired a call girl. John looks at Georgia as if he's surprised she would sink so low. "It was years ago, before I knew my character, and I will not sit here to be disparaged," he says. Fallow asks if John is currently having a sexual relationship with an associate in the firm. John says she is his girlfriend. Fallow asks if he ever spanked her. John tries to explain that it was only one time and that it was a misunderstanding. He looks again at Georgia, then slowly puts both fists on his cheeks and pushes his face into a smirk.

Georgia is sitting in her office when Renee comes in to talk to her about the case. "You promised you would stay out of it," Georgia says. "These people are your friends," Renee says. "Richard was the one who told Billy not to apologize for being chauvinistic. That he was right to want me to be subordinate, to rub his feet, serve his sexual needs and cook him dinner," Georgia says. "Nelle constantly flirts with him. Ally kissed him. John Cage never lifted a finger to curtail any of it. Who does that leave for friendship? Oh, Ling." She laughs sarcastically.

At the bar, John is still sitting with his fists on his cheeks. Richard says they need Billy to come off as sympathetic tomorrow, to disguise what he's become. He asks John if he's doing the redirect. John doesn't answer, and Ally says he's still not talking. Nelle is going to do the redirect.

The next day, Billy gets on the stand and admits that he and Georgia had communication problems. Nelle asks him if the law firm played a part in those communication problems. He says no, adding that if he could have saved his marriage by working somewhere else, he would have. She asks him why he thinks his marriage failed. He says he honestly doesn't know. "The last couple of years we seem to have grown angry with each other," he says. "We don't laugh like we used to. Rather than address it, we just let it slide. And, it slid too much." Fallow begins questioning Billy. He asks Billy if he saw working side-by-side with a former girlfriend as a possible threat to his marriage. Billy says the relationship with Ally was over. Fallow mentions that Billy kissed her just last year. "Yes, I don't defend it," Billy says, adding, "It was probably symptomatic of things deteriorating with Georgia." Fallow asks him what he means by "a new man in town." Billy says it refers to him finally recognizing some of his deep-seated values. Fallow asks if that includes his feeling that a wife's place is in the home. Billy says he feels that 'mothers' should stay at home, that he has no problem with a woman working as long as they don't have children. Fallow asks about the 'Billy Girls.' Billy says they are women he hires to accompany him to meetings. "It's a look," Billy says. "Success begets success. You show up dripping with beautiful models - it makes a statement. That's all I was doing." Richard stands up and addresses the judge. "Your honor, I must object," he says, "He's ruining our case." Billy tells Richard they shouldn't apologize for it because that's what dooms marriages. "What does?" asks Fallow. "Men," says Billy. "Apologizing for who and what they are. Men, bowing to this idea that they're failures. It's insidious. Women. They pick, pick, pick, pick. It's a day by day brainwashing until one day the man wakes up feeling he's not good enough. You want to know what happened to my marriage, Mr. Fallow? She made me feel less than. And then, I decided to live up to that prophecy and I got sick, sick, sick of the pick, pick, picking. And she still wants to pick, she still wants to attack. And because the law says she can't pick, pick, pick at me in a no-fault state, she's suing the firm. That's why we're here, judge. That's why she's sitting there, why I'm sitting here and why you're up there. Women as a gender are vindictive. They live to belittle men, to make us feel small. And she hired you as her lawyer, Mr. Fallow, because you're the tiniest one she could find and it'll save time when it comes time to belittle you." Fallow says, "Is that your final answer, or would you like to call a friend?"

Ally comes in to see Billy in his office. She tells him she's worried about him. "You don't act like the Billy I know," she says. "Are we over the rainbow, Ally? Is this it?" he asks her. "Sorry?" she says. "You remember when we were kids, we used to sing that song 'Somewhere Over the Rainbow'?" He looks over to her, but instead of seeing Ally, he sees young Ally. "Oh grow up, Billy," she says. A young Billy says, "We are grown up." Grown up Billy says, "That's the problem. We've gone from being people with bright futures to people who should be living their futures now." Ally asks him if he's serious. "Yes," he says. "I get angry when I think I'm not. I get scared when I think I am. I'm an attorney with a failed marriage and a bleached head." Ally says, "All these things are your own doing, and all these things you can change." Young Billy asks, "Do you really think I'm cracking up?" Young Ally answers, "Yeah."

Richard smokes a cigar in his office. John is there, still with his fists on his cheeks. "Maybe we should call Ling to the stand," Richard says. "She can verify women live to belittle men." He asks John what his thoughts are on that. John doesn't answer. Richard tells him he is going to have to talk at some point. Nelle comes in and says that on the small chance Georgia wins her motion, and because of the damage Billy did on the stand, she thinks they should just throw $10,000 at Georgia and give her a sense of victory. Richard asks John what he thinks. He still doesn't answer. Richard starts to tell Nelle okay, but John interrupts with, "Nooooo. Put Georgia on the stand. I want to GET her."

The next morning, John is in his office, pouring water into a glass. Nelle comes in and finds the room full of water-filled glasses, on the floor, on the desk, everywhere. "I take it….you're…ready," she says, hesitantly. John slowly and carefully maneuvers his way out of the office.

Georgia is on the stand. "I certainly take responsibility for myself," she says. "I'm not denying that. All I'm saying is that Cage and Fish should also take a little responsibility." Fallow asks why, because it is a place of work. "Yes, where female associates suck senior partner's fingers. Where secretaries give mouth-to-mouth with their tongues. Where men are kissing women. Women are kissing women." Ally and Ling glance at each other. "It's Club Med with ties," she continues, "and sexual arena that it is, it undermined my marriage. And if we truly are going to take the institution of marriage as seriously as we all pretend to, then I think this law firm ought to take some responsibility when they help destroy one." John begins to pour water, slowly, into a glass. He stands to question Georgia. "You say the arena of Cage and Fish jeopardized your marriage. Did you ever once ask your husband to stop working there?" he asks. Georgia says, "No, because…" John interrupts, "Your answer is 'no.' Thank you. You talk about sex, sex, sex in the workplace. Ever sign up for a sculpting class solely because of the endowment of the male model?" Georgia agrees she signed up because she was curious. "By the way, mention has been made of the unisex bathroom," John says, "Did you ever lodge a complaint with either Richard Fish or myself about the lavatories being unisex?" Georgia says no. "So, you never asked Billy to quit, you never complained about the unisex, you certainly didn't complain about the male model having a gigantic.." "Objection!" says Fallow. "You made love in the unisex once, didn't you?" John asks. Georgia says they were trying to rekindle their relationship. "Ever make love on the conference table?" he asks "Ah, who cares." he says. He asks her if she caught her husband kissing another woman. She says yes. "Two weeks after you were kissing another man?" John asks. Georgia says yes. "The father of this woman right over there, isn't that correct," he says, pointing at Ally. "Who is this woman?" he asks. "Ally," Georgia says. "Does she have a last name, or do we just call her 'Ally'? We could just call her 'Ally,' couldn't we, because this isn't just a woman, this isn't just a fellow associate, this is 'Ally.' Ask that she be marked and identified as 'Exhibit A'." He sticks a tag on her shoulder that says "Exhibit A." John continues, "Exhibit A is a former girlfriend of Billy's, is she not?" Georgia says yes. "Exhibit A grew up with Billy, it was love at first sniff, and in fact, Georgia, reminding you that you are under oath, Exhibit A is quite likely the true love of Billy's life," says John. Georgia says she doesn't know. John asks, "Have you ever confronted Billy, telling him you believed Exhibit A to be the true love of his life?" Georgia says yes. "Do you make room for the possibility, Ms. Thomas, that your husband, working side-by-side with the true love of his life might be detrimental to the well being of your marriage? But yet, you never once asked him to quit, you never once said to him, 'work someplace else.' And you're here today begging the court to take seriously the institution of marriage? How much regard did you show for your own? You watched as your husband worked side-by-side with the woman he might still be in love with." Georgia begins to say that she was stupid not to say anything about that. John says, "You're complaint says nothing about you being stupid, Georgia. Your complaint says nothing about you kissing the father of Exhibit A." Georgia says she didn't know he was Ally's father and she did it to get back at Billy. John says, "It was about your anger. That's what this is all about. You anger." Georgia says she doesn't deny being angry. "Did you go to marriage counseling after you were caught kissing Exhibit A's father?" he asks. Georgia says no. "Did you seek out therapy after you discovered Billy kissing Robin Jones?" he asks. Georgia again says no. "Did you even bother to have a single discussion with your husband?" Georgia says it wouldn't have mattered. "Yes or no question, Georgia," he says. "After you saw your husband kissing Robin Jones, on the heels of your kissing the father of Exhibit A, did you have a single conversation, or did you just pull your wedding ring off, plop it on the table and say 'I quit.' Which was it, Georgia?" "The latter," says Georgia. "And, subsequent to that," says John, "did Billy make attempts to reconcile?" She says he made one feeble attempt. "Did you make ANY attempts to work it out?" John asks. Georgia says no. "And, here you are today, exalting the institution of marriage, suing a workplace for undermining your relationship with your husband when you have done nothing to help it. You watched without protest as he works side-by-side with Exhibit A, you kissed Exhibit A's father, you don't bother to get any counseling to save the relationship and you come into this court blaming us. A law firm. Asking us to take responsibly…" Billy stands up and interrupts John. "That's enough," he says. "You're not being sued here, Billy, I am," John says. Billy again tells him, "That's enough." John pauses. "Well, I'd like the court to note – I had a big finish planned."

The lawyers leave the courthouse arguing, and enter the firm still arguing. Richard goes into his office and slams the door. John goes in to talk to him. He asks if Richard is displeased with his performance. Richard says no, that John did great, that he was a vicious little piranha. "Remember when I came to you with the idea of starting a firm?" Richard says. "I listed four reasons. Do you remember? First." "Money," says John. "Second," says Richard. "Money," says John. "Third," says Richard. "Fun," says John. "Fourth," says Richard. "Money," says John. "What happened to number three?" asks Richard. John says they have fun there. Richard doesn't think being sued by Georgia is fun, and he thinks John bullied her on the stand. John is upset about being called a bully. He says he was picked on by bullies while growing up and he doesn't like that word. Richard thinks that win or lose, they lose with this one. "When I was little," Richard says, "I just hated the grownups. I would vow that when I grew old, I didn't want to become an adult." John tells him he thinks he has succeeded there. "I harbored this fantasy that we'd all get to be kids at this place. We'd work together and play together….fun! Look how it's turning out. It's war." John looks towards Richard, only to see a young Richard say, "What happened?"

Later, Richard tells John he's decided to break up the firm into departments – litigation, corporate, real estate, etc. – and he wants John to be administrative partner. John doesn't want to. "We need to be more systematized. This informality is stupid. The associates don't know their place. They overstep." John wants to know where this is all coming from. "We should run this place like a law firm instead of a warm-up act for happy hour," Richard says. "Let's run this place like a damn law firm, that way nobody gets hurt, and we don't bust up any lousy marriages." John leaves the office.

In the main office, Billy tells Ally that he tried to call Georgia but she wouldn't take his call. Elaine comes up and asks Ally if she can come to watch. "It all sounds so vicious and it's just not fair for me to miss out," she says. "Sure, Elaine," Ally says, "Come on down with us."

Fallow gives his closing. He says that when it comes to sexual harassment laws, the legislature has intended for companies to take responsibility for things that happen in the workplace. He says the environment at Cage & Fish has become vulgar. "The vulgarity is fostered by the senior partners. Richard Fish, as he testified, believes women are sex objects. Did it all have an influence? Billy Thomas now walks around with models flanking him, espousing his new found philosophy that wives belong in the home, ready to rub the husband's feet and poised to serve them sexually. Did it negatively impact my client's marriage? Look at them. None of these people at Cage & Fish are in relationships, unless we count the one between Mr. Cage and Ms. Porter, which evidently involves some form of corporal punishment. The place has the integrity of a strip club. It is our intention that no employee's marital union could survive working there. No union ever has."

John stands to give his closing. "When I was six or seven years old, I remember watching my father getting dressed for a funeral. A man in his office had died, and I asked him, 'Was he a nice man?' And my father said he really didn't have any idea. Said he'd really never gotten to know him. They worked in the same firm for seventeen years and hadn't really gotten to know one another. How sad is that? We all certainly know each other." He turns to the group of lawyers from Cage & Fish. Pointing to Richard, he says, "I know about his neck wattle fetish." To Billy, "I know the reasons he bleached his head." To Ling, "This one here can get you a blimp in a pinch." To Elaine, "This one invents face bras and will lick the cappuccino foam off my nose if I'm not careful." To Nelle, "This one I love." To Ally, "And, this one, I love, too. Imagine that. In my own firm, Richard Fish and Exhibit A are my best friends in life. Nelle Porter's my lover. Imagine. I get to go to work each day with people I care so deeply about." The judge says, "I'm tickled. Is there a point?" John continues, "The point is that Richard Fish shouldn't apologize for this place that he's built. The place where my father was employed, where people worked side-by-side for seventeen years without really getting to know each other, that's the place where there's something wrong. Here where people are in each other's lives, Richard Fish can be proud of that. I'm proud of that. And yes, there's some finger sucking on occasion, and a knee pit, seems everybody's kissed everybody else at one time or another, but, we're kids. The partners are in their 30's, the associates are in their 20's. Even if we're not still kids," he turns and sees that the lawyers are now their young selves, "I guess we all like to pretend we are. And today, you know, suddenly it's become very difficult to cling to that illusion because a very grown-up thing is going on. A marriage is falling apart. Two people that we adore, their marriage is ending, and it hurts. Georgia is angry at Billy and she's angry at the firm. Maybe because she feels betrayed by it. You know, ugly things aren't supposed to happen at Cage & Fish. All of our bumps and bruises can usually be covered with a 'bygones,' but this one can't be. Their hurt runs deeper." Turning to Georgia, John says, "Now, you had your lawyer grill me on the stand. I then turned on you, becoming the bul..bul..bul…mean person. All the while, Georgia, we continued to adore you. You're one of us. Now, if you're goal here was to make us feel some of the pain that you feel, you've already won." He turns back to the judge. "But, as for us breaking up her marriage, I think we all know better."

The group from Cage & Fish sit together at one end of the hall waiting for the judge's decision. Georgia approaches them. "I know this will sound stupid," she says, "but, when I left, not even a cake. For two years I worked with you, by you, going to the bar at night, and, when I left, you just padlocked my office so I couldn't take files. All that time, I was just his wife." Ally says that isn't true and asks if that is what this is all about. "None of you even called to say 'hi'," she says. Fallow comes up and tells them the judge is back.

The judge says that he doesn't think the firm made it any easier for Billy and Georgia to stay married, but, he says, this is a no-fault state. He dismisses Georgia's lawsuit. "But, if I'm in the neighborhood, and I have the urge to pee, you can be sure I'll visit your unisex," the judge says. Ally stops Georgia before she can leave. "You really were suing the firm," Ally says. "Look, Georgia, you left so suddenly. And don't you think that we feel the void now that you're gone." Georgia says, "No, I don't." "Well," Ally says, "then, we need to work on that." Billy says they can start by having her join them for dinner. Georgia doesn't think that's a good idea. "You don't have to file a lawsuit to spend time with us," Ally says, "Come to dinner." Georgia finally agrees. Before John can leave, Richard stops him and says, "Your words, your closing, I just want you to know. I thought it ran a little long." John says, "Yeah." "We do have something here, don't we?" asks Richard. "The people, the friends. We have built something special. Right?" John shakes Richard's hand and says, "Indeed."

Georgia and the group from Cage & Fish walk down a sidewalk, and we watch as they turn into their young selves and continue walking and laughing.


Before this episode even began, I thought I could see where David E. Kelley was going to take it. The "Previously on 'Ally McBeal'" scenes made me think that the entire episode was just going to rehash everything that had happened up until now. And while the episode did deal with many things from every character's past, the writing was so spectacular that it all seemed new.

Leave it to Kelley to finally answer questions that have been asked in newsgroups, on radio stations, to webmasters, etc. since the show began. "What is wattle?" Only Richard could answer that one. Did Ling rent the blimp? Now we all know for sure.

Well, I would hate to disappoint and not mention the fashions. Most of the clothes were better, except for Ally's pantsuit at the beginning. What I don't understand is why Georgia cut her hair AGAIN (of course, it may be have been Courtney's decision - I don't know if this was a character cut or a personal cut). My opinion was the first haircut was wonderful. Now, I don't think Georgia is as feminine as she once was.

John and the water glasses. I want to know how long it took to set up that room! Great scene. (After a discussion about this on my message board, I now believe that most of those glasses were probably computer-generated. Even if it was a special effect, it was still very well done.)

One thing I found myself doing the entire episode was going back and forth between which side I was on. When Georgia's case was being presented, I was all for her. When John would start questioning people, I was for him. When John gave his closing, I just knew there was no way Georgia wasn't going to agree with him, but when she walked up to the group before the judge came back and said what she said about a cake, I was on her side again! In the end, I agreed most with John and the firm and felt that Georgia was simply angry.

I loved the use of the young children in this episode. I can't tell you how many times I was told to enjoy being young when I was young, and now I often find myself telling young kids the same thing. Sometimes, it would be so much easier to be that young person again. I think it's great that there are so many people out there who still have that young person inside them. Maybe we all should just let them out more often.

Favorite Lines:

Richard: "This is one thing I hate about having money. People sue you."

Attorney Fallow: "Is that your final answer, or would you like to call a friend?"

Copyright © 2000 Dana Bonistalli. All rights reserved.