Billy breaks the news of his brain tumor to Ally, as most of the firm has already found out about it. Richard awkwardly tries to address the case Ally and Billy were working on (an annulment case). Billy insists on continuing, in spite of crazy hallucinations that are becoming more and more frequent. Ally and Georgia accompany him to the neurologist, who thinks the tumor is benign, and initially doesn't want to operate, because of its placement near the speech areas. However, as the hallucination progress more and more, the doctor later changes his mind, and wants to perform surgery that weekend.
While this occurs, John has somewhere gotten himself halfway stuck, in the air, in the elevator shaft. While dangling, feet out, in this position, Nelle becomes embarrassed, and breaks it off with him rather abruptly. Even Richard reprimands her for being so cold, and ending it in such a heartless matter. She screams to the office that John's weird, and she couldn't take it anymore - it was "one thing after another" that she couldn't tolerate, and that she felt John didn't like her much anymore, either. Later, in the hospital, Nelle goes to see John, who, having been removed from the elevator, is now in traction. She tried to explain her actions, but he dismisses her. She's seemingly clueless as to the emotion pain she's inflicted, besides his physical pain.
In court, Billy and Ally are representing a wife, whose husband wants an annulment, because he found out, after marrying her, that she had had plastic surgery done. Billy gives an impassioned closing argument, stating that "love is all that matters", and centers his comments on his love for Ally. He reflects on their love over the years, and that it has been "so everything," which moves her. Near the end of his closing, a glazed look comes over his eyes, and he states that he's "tired" and falls to the floor. Ally comes running, but Billy has already collapsed, and is not breathing. They call for paramedics, but it is too late. He's dead.
Ally returns back to Cage and Fish to tell the firm of Billy's passing. Shortly after, as Ally reflects, Billy is present - old Billy, complete with brown hair, no earring, and more conservative clothing. He and Ally discuss the rare love they had, and how he'll continue to love her. She begs him to come back to her, and the two hold each other and dance, as he tells her he can't return. As Ally cries, Georgia comes in, and Billy is no longer present. Georgia asks about Billy's passing. Ally tells her it was quiet and quick, and then lies and says his last words were to "tell Georgia I love her". Georgia is visibly moved.
At the funeral, (at the usual church we see on Ally McBeal), Ally speaks to the congregation about Billy's last words, about love being "stronger than death". We see many of the faces of people who have been involved in the world of Cage and Fish through the years, here to celebrate Billy's life. She then proclaims her love for Billy, "forever". The choir bursts into joyful singing, of "A New Man in Town". The congregation ends up in song, dancing and clapping with the choir. Later that night, Ally is at Billy's grave. Georgia approaches her from behind, and without a word, the two women embrace.