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

Special guest star Taye Diggs as Jackson Duper

Guest starring

Regina Hall as Corretta Lipp
Alexandra Holden as Jane Willkoe
Albert Hall as Judge Seymore Walsh
Leslie Jordan as Reverend/Dr. Harris
Josh Groban as Malcolm Wyatt
Shirley Prestia

Special appearance by James Naughton as George McBeal

With

Jill Clayburgh as Jeannie McBeal
Gil Bellows as Billy Thomas

Co-starring

Vatrena King as lead singer
Renee Goldsberry, Sy Smith as singers
Talia-Lynn Prairie as young Ally
Paityn James as Andrea Mason
Jessica Townsend as Wendy
Ryan Hansen as student MC
Verda Bridges as female drill sargeant

Featured music

"Never Gonna Get Married" (sung by dancing baby)
"You've Got a Friend" originally by James Taylor (Jackson sang a bit at the morning meeting)
"Rescue Me" originally by Fontella Bass, sung by Vatrena King (Richard and Jane dancing)
"For Once in My Life," written by Miller/Murden, performed by Vonda (Ally has to leave the bar)
"Goodnight, My Someone" from The Music Man (Renée sings with Ally)
"Remember (Walking in the Sand)," originally by the Shangri-Las (Ally dress shopping)
"Dulcinea" (Ally's dad sings with her)
"Get Down Tonight" by KC and the Sunshine Band (Malcolm falls)
"I'm Your Boogie Man" by KC and the Sunshine Band (Richard leads the Hustle)
"You're Still You" sung by Josh Groban (at the prom)
"Goodnight, My Someone" from The Music Man, performed by Vonda (Ally walking home)