Ally is asked to be a pallbearer at the funeral of her ex-law professor. The widow, Katherine Dawson, invites her to give the eulogy, but Ally's initial reluctance betrays the reason. In a moment of complete vulnerability, she confesses to Billy who supports her by agreeing to attend the funeral with her. This unnerves Georgia, and Cheanie, who are both feeling threatened when they realize Billy is helping Ally out during a difficult time in her life. Georgia confronts Billy, and Cheanie confronts Ally, who refuses to tell him why she's been upset lately. He doesn't understand why she chooses to confide in Billy over him.
Elenco: Calista Flockhart , Greg Germann , Jane Krakowski , Courtney Thorne-Smith , Portia de Rossi , Lucy Liu , Peter MacNicol , Josh Hopkins , James Marsden , Julianne Nicholson , Robert Downey Jr. , Hayden Panettiere .