Written by David E. Kelley
Directed by Bill D'elia

Starring

Calista Flockhart
Greg Germann
Lisa Nicole Carson
Jane Krakowski
Vonda Shepard
Portia de Rossi
Lucy Liu
James LeGros
Robert Downey Jr.
Peter Macnicol

Guest starring

Michael Weatherly as Wayne Keebler
Audrey Wasilewski as Maureen Ringer
Ken Lerner as Raditz
Aloma Wright as judge
Tim Dutton as Brian

Co-starring

Lisa Donatz as Diane Jackson
Larry Weissman as foreman
Sy Smith, Vatrena King & Renee Goldsberry as singers

Featured music

"Going the Distance" by Conti (very beginning)
"Will You Love Me Tomorrow?" (Goffin/King), sung by Lisa Nicole Carson & Vonda Shepard (Brian pops the question)
"What Kind of Fool Do You Think I Am?" (Bill Deal and the Rhondels), sung by Lisa Nicole Carson (Ally says she has to think about it)
"Don't Think Twice, It's All Right" (Bob Dylan), sung by Vonda Shepard (right before Elaine's first appearance)
"You're the First, the Last, My Everything" by Barry White (Maureen goes after Fish)
"We're All Alone" (Boz Scaggs), sung by Vonda Shepard (ending montage)