If TV shows had godparents, Ally McBeal's would have been Melrose Place and The Practice. Without those two series, chances are Fox's groundbreaking dramedy about a lawyer and her crazed life might never have happened.

During the 1997 pilot season, Fox was searching for a companion series to follow its fading favorite Melrose Place. Writer-producer David E. Kelley obliged, creating the quirky Ally for a fall launch. However, he balked when the then-head of the network, Peter Roth, suggested they hold off premiering it until spring 1998 so as to avoid the usual glut of fall debuts. Still stinging from ABC's reneging on a deal to give The Practice a guaranteed time slot, Kelley insisted Ally McBeal stick with its premiere on Sept. 8, 1997.

His insistence paid off. The series would become a top 20 hit, capturing an average of more than 13 million viewers at its peak and winning a pair of Golden Globes and an Emmy. (The dramedy made TV history as the first, and only, hourlong program to win the Emmy for best comedy series.) From its unisex bathroom to a dancing internet baby to a famous fuss about feminism, Ally McBeal became a cultural phenomenon whose unique blend of fantasy sequences, musical numbers and just plain weirdness (remember wattles?) continues to influence shows today.

As the 20th anniversary of the show's premiere approaches, the cast and creators spoke with The Hollywood Reporter about everything from an impromptu Elton John concert to the big-name actress who got cut from the cast before viewers ever saw her to Robert Downey Jr.'s sudden arrival and even more shocking departure.

Sandy Grushow (then-president, 20th Century Fox Television): I remember the first casting session in Los Angeles with Calista Flockhart very well. She was an unknown quantity at the time, but it became very clear that for David, once he saw her he had landed his Ally.

David E. Kelley (executive producer/creator): She was always going to be the one as soon as we saw her. The problem was that we didn't see her until the very end of an exhausting casting process. We'd narrowed it down to a select few. I remember Lara Flynn Boyle had done a great reading. A few times I'd see someone and say, "That's great," but our casting director, Judith Weiner, would say, "We can do better." Then right at the end of that process, she said there was one more actress, who'd been in The Birdcage and done Broadway. She'd read the pages and responded to the character in an audition so she was on a plane to come and read for us in Los Angeles. Calista came in, hit every note and every tone and there was no doubt that she was Ally.

Calista Flockhart (Ally McBeal): My parents had come to New York City to see the play I was in, Three Sisters. It was awfully convenient — the screen test happened at the last minute and they were there to take care of my dog and stayed at my apartment in New York. My dad helped me pack for L.A. I had this lime green Ann Taylor suit — and I didn't own any suits; I only owned sneakers and jeans and just happened to have one for the occasional audition. He told me to bring it and I said, "No, people don't dress the part for auditions." He said, "Maybe in California they do." So I wore that green suit to my audition — with a wife beater underneath! (Laughs.)

Jane Krakowski (Elaine Vassal): I got asked to travel to Los Angeles from New York to audition and Calista was on the same flight. We knew each other because we shared an agent and as we flew out, we teased each other by saying, "One of us will get this show and fly back in first class. The other won't and will be back here in coach." That's why I made sure she promised to send me a chocolate chip cookie from first class because I knew she'd get it. But then we both got to fly home in first class!

Gil Bellows (Billy Thomas): My wife (Rya Kihlstedt) was working in Chicago at the time and had been asked to tape an audition for the lead role in a pilot called Ally McBeal. I read the Billy part for her Ally scenes and told her when we finished that I didn't know if she was right for the role. I remember her getting a little pissed because, well, what do I know? We both appreciated the irony of the situation later, when I got the Billy role.

Greg Germann (Richard Fish): I was doing the Fox sitcom Ned and Stacey at the time. I knew we weren't going to get a third season, so I'd gone in for a meeting with David to do a reading for Ally McBeal. I felt so connected to the humor of the character, but like many things I audition for, I never think I'm going to get the job. I got asked back again, though, and I remember being at a pay phone and getting a call from my agent, who said, "They want you to do it."

Lisa Nicole Carson (Renee Raddick): I was up for two films, Beloved and one those Nutty Professor movies, when I heard the Ally McBeal producers wanted to see me. I was really hoping I got the movies, but I did some research on David and had a change of heart. It didn't hurt that at the same time, I didn't get cast in those movies.

Peter MacNicol (John "The Biscuit" Cage): John Cage was offered to me as a guest-starring role. Alert fans and some of my family will notice I'm not in the pilot but started in episode two. I remember meeting the cast the day we shot my first big scene, which, if memory serves, was a formal apology to the firm for having been caught with a prostitute. I was as embarrassed as my character. Still, it gave me the chance to renew an old friendship with Greg Germann, and maybe learn how to spell his last name.

Lucy Liu (Ling Woo): I'd actually gone in to audition for the role of Nelle Porter, which ended up going to Portia de Rossi. [Editor's note: de Rossi declined to participate in this oral history.] Even though I didn't get it, I was told that David had really liked my audition and that when he likes you, he writes something for you. So the next thing I knew, I get a call saying they wanted me to be Ling Woo for eight episodes. Which eventually became every episode.

Bellows: It was an exceptionally talented group already, and then Courtney Thorne-Smith came on board after the pilot. She replaced Anna Gunn [who would go on to win two Emmys for supporting actress for AMC's Breaking Bad].

Grushow: I don't remember what the concerns were about Anna. I suspect that casting somebody fresh out of Melrose Place, which Courtney was, in a new series that was endeavoring to be compatible with Melrose Place was not an unwise thing to do.

Courtney Thorne-Smith (Georgia Thomas): I'd just left Melrose after five years and was exhausted. I needed a break, so I had rented a beach house in Malibu for a while. I will never forget being there exercising when the phone rang. It was my agent, who said, "There's this show Ally McBeal starting up and they want you for a part. I know you're tired but you can't say no." I thought, "Oh well, so much for the rental." I went directly to work and my sister and baby niece got to enjoy having a place in Malibu for a while.

Krakowski: I ran into Anna years later at an Apple Store and said, "I don't know if you remember me … ." I always felt bad because when something like that happens, you don't see the other person again and never get to say you're sorry. She was on Breaking Bad by then and just said, "I think it all worked out for everybody."

Germann: When we did the pilot, the first scene I think we shot was with Calista and me. It was when I run into her on the street and I tell her I'm starting this firm and she should get on board. It felt like that first day of school, very awkward. Our director talked about shooting a lot of fantasy stuff, using fisheye lenses and other wacky things. I heard it all and thought, "This will be too much fun and too bizarre and doesn't stand a chance."

Bellows: I knew it was going to be a really magical working environment when we shot the last scene in the pilot. It was with Calista and we were going into her office as I was telling her something innocuous about some files or something. However, the subtext of the scene was really about love and all the unspoken things between people.

Flockhart: I was drawn to the love story between Billy and Ally. I had a great appreciation for Ally's character and the uniqueness of the writing, the hallucinations and the voiceover and all that wonderful stuff that I'd never seen before. One of the things I thought was so special about Ally was that she was not an ingénue; she was idiosyncratic, eccentric, intelligent, a work in progress. And she was opinionated, whether she was right or wrong. She was an oddball just like everybody else. Usually in a play, series or movie, the central character is often the sane person and that's the touchpoint for the audience. So when you make the central character goofy and off the wall and just as eccentric as everyone else, it's risky because the audience doesn't have that person to hold on to. I thought it was terrific.

Thorne-Smith: What I remember most about that time was when we were all together and it was impossible to keep a straight face. Everyone tried to make each other laugh. Peter and Greg were great at that. I can still see Peter and Calista telling stories between shots at 2 a.m. and her completely falling apart.

Germann: You had to crack up a lot because the stuff we were doing was insane. I mean, an episode featured a frog jumping out a window to commit suicide. I did all this crazy sexual stuff, like when I had Ling melt wax up and down my body. We danced in the bathroom! We were taking whatever David gave us and seeing how far we could go with that while making each other laugh.

Liu: It's funny to me how Greg would have me laughing so hard we lost track of the number of takes we had to do. Yet he would tell me after each scene that he didn't think he was very funny. And he meant it.

Bellows: It felt like what it must have felt for Harvey Korman and the cast of The Carol Burnett Show. And when somebody would start in goofing around, nobody would step in and tell us, "C'mon, stop so we can get back on track here."

Carson: I really loved the continual banter between Peter and Greg. Once they got going it was like watching Abbott and Costello do their thing. They had such a unique way of interacting with each other and I just kept thinking they should have a show of their own. Especially when we did those scenes in the bar. It was so loose it really felt like we were having a night out on the town.

Germann: I can still hear Calista laughing her head off at Peter. He was so funny doing little things, like when he'd sip water and make his noise whistle. He could get a laugh just walking out of a room. One of the best moments was a scene where he had to leave Fish's office and ask, "Do these pants make my butt look big?" There was something about the way he bent over and flipped up his jacket in this real way, not a sitcom way, that just floored us.

Flockhart: I was never able to keep a straight face! Gil was the worst; he would have tears streaming down his face! And Greg made me laugh and never broke character. There's a moment in the pilot where you can see me turning away and laughing at him — and he doesn't crack. And Peter never cracked, either; he made everybody laugh.

Krakowski: Gil was the easiest mark for everyone. I remember in our wrap reel one year, it was just Gil laughing with tears running down his face the whole time.

Bellows: I know I was the easiest to get laughing. I burned a lot of film that way.

Flockhart: Everyone hopes the show is going to be successful and find an audience and you'll have a job longer than two episodes. I was focusing on just trying to figure it out. It was challenging. David deals with very serious issues yet there's this zany comedy going on, and trying to find that tone in the beginning was a good challenge. I don't remember being focused on if it was going to be a hit. I just remember getting up early and working hard. I remember Gil said there was this magical period when we weren't on the air yet and we were working because we were enjoying it and nobody was watching it. That was a blissful period of time.

Germann: One of the craziest things about Fish was his fetish for wattles — that little fold of skin that hangs from your chin or throat. As I started to travel around here and there, women would actually want me to touch their wattles. I wasn't even sure if it was a real thing but women wanted me to touch theirs. That was a sign something was happening with this show.

Liu: One of my most memorable moments was getting to kiss Calista. I'd been told it was the first big female-to-female kiss on primetime television when we did it, although I wasn't sure if they were just saying that. Either way, it was very significant at the time because the show was such a huge hit and so many people would see it. There was really no fuss about it afterward. And I will say that Calista had some super soft lips!

Krakowski: We had made the pilot and a few episodes before it [premiered], but I didn't know what the reaction would be. It was right after it had aired a couple times that I was driving to work at 7 a.m. and listening to some morning DJs on my car radio. They were analyzing the episode from the night before and people were calling in to discuss it. I thought, "Oh my God! What's happened? We're maybe two weeks in and we're already a watercooler show?" It was a little scary.

MacNicol: I suppose it was midway through season one when I felt I went from being this unrecognizable, anonymous person in line at the grocery store to suddenly I'm the person everybody recognizes but can't put a name to or how they know me.

Bellows: A couple months after the show went on the air, my wife and I got into a car accident. Fortunately everybody was OK, but it was a pretty big one. The cops that came on the scene, saw me, and were like, "Hey, it's Billy!" The tow truck driver was, like, "Hey, Ally McBeal!" I said to myself, "OK, this has become something else now."

Flockhart: We were very aware after a while of all the attention we were getting. I remember we were working in Manhattan Beach and there was a bar that had Ally McBeal nights and people would go to watch the show in a collective environment. I thought that was new. As we all started getting some personal recognition, I'd go to a Starbucks on La Brea Ave. [in L.A.] every morning for the first three months, and then one day I walked in and everybody was treating me in a different way; that was disconcerting and kind of weird but nice because they liked the show. But it changed everything.

Krakowski: We won the Golden Globe after just 13 episodes. I don't know if any of us had ever been invited to it before, so it was extremely intimidating. We all ended up having a drink in my apartment before we went, and then took a limo together. And later, we went to our first Emmys and all I could think was that carpet literally seemed a mile long. It was the longest press thing I'd ever seen.

Flockhart: The Emmy is a testament to David's writing and a talented cast who worked well together. The night was very exciting and I felt very proud and so happy and honored to be a part of the show. It was incredible. They couldn't decide if the show was a drama or a comedy because it didn't really fit neatly into any category. I thought that was groundbreaking at the time.

Carson: At one point, they let me sing the national anthem at a World Series game in San Diego. They flew my family and me down there, and it was all because of Ally. Things got really serious at that point for us and for the show.

Germann: We worked brutal hours that first season, especially Calista. She was on a show that was just trying to find its legs, with a character she was still trying to understand, so it was hard on her. Then there was all the noise around the show, this swirl about how small her skirts were, about her weight.

Carson: Calista and I had a lot of time on set to hang out, and I would tell her not to worry about that crap. I was always in her ear telling her not to think about what other people were saying, and I never did see any of it get into her head.

Germann: I think it was around this period when Time did a cover with Calista on it.

Grushow: One of the things that became so extraordinary about Ally McBeal was when Time ran that cover story questioning whether feminism is dead with Calista's picture. It was so ironic because if you really looked at the show, David was launching the careers of women like Calista, Lucy, Jane and Portia.

Kelley: I remember a lot of heightened scrutiny and silliness that went with the show. It was amusing when we saw Ally being looked to as a posterwoman for feminism because nobody at the show took themselves that seriously. The show was really about love and loneliness and personal connections, not just Ally finding a man. We never set out to make the character as one that would be emblematic or symbolic of womankind.

Germann: Maureen Dowd wrote an opinion piece in The New York Times where she was complaining that the role models in Ally McBeal were not worth looking up to. I wrote a letter to the editor saying we should look for leaders to lead and entertainers to entertain. And they printed it. That was a bigger deal than anything else for me!

Kelley: I tried to stay away from all the noise because you have to. This was a risky show to do because it was different. Each episode was a high-wire act. So all of our skins were thickened already by the fact that we knew we were leaping without a net. We'd get criticized one week but had learned to just dust it off and go back to work the next.

Krakowski: There was a turning point when the fame of Calista became bigger than what the fame of the show was. We'd had a honeymoon period where people focused on the creative intent. Then more and more articles were written about the length of her skirts or her weight or her effect on feminism. People became more interested in those outside stories than the show itself, but we always felt very protective of Calista.

MacNicol: Certainly another thing that people seemed to talk about was the unisex bathroom, which was a fantastical and fertile playing area for some of David E. Kelley's best scenes. I heard it was disassembled and sent to the Smithsonian but this may be a lie.

Flockhart: I think a lot about the moment when Ally kicks the bathroom stall door and it comes back and hits her in the face and she falls over. I've always enjoyed the scenes in the unisex bathroom and thought it was such a clever device. You could have two characters talking privately and then someone flushes the toilet and comes out of the stall. It was a great way to get information to other characters and move the story forward — and it was really funny. I had a deep appreciation for the unisex bathroom.

Kelley: That bathroom was a place where the characters could draw on their inner lives, and I think the dancing started with Peter's character channeling his inner Barry White. We'd just do playback and let him find his groove. The first scene came out pretty successfully so we just went from there.

MacNicol: I grew up watching American Bandstand and I recalled the dances of the era, including some of the goofy ones like the Swim, the Pony and the Freddie. So, when the camera rolled, I just self-choreographed those scenes, calling up the memories of every dumb '60s dance I ever saw.

Liu: Peter had such a wonderful way of doing those bathroom dancing scenes. It was like he was on a ball at all times and you never knew which way he was going to roll.

Krakowski: Peter did this side-to-side move with his elbows bent in rehearsal and we just followed it. It was straight from the Commodores and other stuff, or at least our interpretation of all that. The music would start playing and we'd just start moving.

Germann: This was the best job because we all got to sing and dance on a regular basis.

Thorne-Smith: We did an episode where I had to sing badly, something that came very naturally for me. I went in to record with Vonda Shepard, who sang on the show and composed the music. She said, "Wow, it can't get any worse than that. You're done. You must really know how to sing in order to sing that badly." I just let her think that!

Germann: The list of amazing musicians who wanted to come on the show was huge. There was Barry White, Elton John, Sting, Tina Turner, Josh Groban … . We did a show with Al Green and when we were recording our tracks at Jackson Browne's studio, I remember asking if they could create a track where it sounded like I was singing with him. I still have that tape!

Bellows: I came to work that day Al Green was on specifically so I could sit and watch him sing to Calista. He sang to her while she was in bed so I saw what the framing of the shot was and laid down maybe 10 feet away from him and 5 feet from Calista, just so I could listen.

Flockhart: One of my favorite moments of all time was dancing down the street with Al Green. I was aware of how incredibly magical it was. The music in the show was an emotional connector. Ally would walk home late at night and the street would be wet and they'd put on playback and it would be Vonda Shepard belting out a song that was an exact reflection of what was going on with Ally and it was very powerful.

Krakowski: The day of Elton's appearance, he played for us practically the entire time. Even while the crew was setting up. It was like a full concert. Those days when big singers were on were always party days, like we were really in a club. People came to set whether or not they were in the scene just to listen.

Grushow: That was one of the things David brought to primetime TV and never received enough credit for. Long before American Idol and The Voice, he was bringing music into his shows. I knew people would watch the show just for the pleasure of being able to visit the bar at the end and hear Vonda or Sting or Josh Groban.

Carson: Vonda's backup singers were the Ikettes, and I remember one time we got together to just improv on the side. We started singing this obscure Peabo Bryson B-side. Everybody stopped to listen, which we were all doing all the time.

Krakowski: Singing was never part of my character's description, but they let me sing in the first Christmas episode. I heard it happened because David was listening to the Broadway station on the radio and heard something I'd done. He said, "I didn't know Jane could sing," and put me in there.

Thorne-Smith: We'd start shooting those scenes in the bar at 7 a.m. and go all day. Nobody complained at all about those hours. We were always just shuffling around the entire day, but Jane was probably the best whenever we'd dance.

Bellows: And then there was the Dancing Baby. I'm glad it brought attention to the show, but out of all the things that we explored, that was one of my least favorites.

Grushow: I remember seeing a rough cut with the Dancing Baby when I was at home one night and I nearly fell out of bed. It was somewhere between creepy and charming.

Kelley: The Dancing Baby scared and inspired us all! My assistant had come into my office one day and showed it to me on the computer. As soon as I saw it, I asked, "How do we get it into show?" It may have been terrifying and hypnotic but it was also perfect for Ally. It tapped in to her internal war. She knew that on paper, a woman her age was supposed to be married with a child, but that wasn't how she felt she wanted to be. The Dancing Baby represented that feeling.

Flockhart: I went into David's office and he showed the dancing baby to me on the computer screen. I had to mimic the baby's dancing and thought it was really brilliant — and the baby was a bit creepy but it worked well. It was pretty imaginative to get that.

Thorne-Smith: We had another big drama on the show involving personal appearance — they made me cut off my hair! I don't remember when Gil ended up cutting his short and dying it blonde. I just remember the horror of mine. Georgia was upset about what was going on with Ally and Billy so she cut her hair just to be shocking. I wanted to show my son an episode and it turned out to be one where I had that cut — puffy on top and kicked back behind my ears. I suppose at the time it was cool but I see it now and think, "How could I let them do that to me?"

Bellows: I hated that hairstyle I had to have toward the end. I was very happy when I didn't need to wear it like that anymore. But the show also killed off Billy in the process. I'll never forget that for the next couple of weeks after that episode where I died aired, everywhere I went people would just come up and give me a hug. You realize in those moments that your work was meaningful to a lot of people.

Grushow: Ally McBeal had more than its fair share of behind-the-scenes drama. From the concerns about Calista's physical appearance to Robert Downey Jr.'s unfortunate arrest later in the show's run to Lisa Nicole Carson's personal issues [Carson suffers from bipolar disorder and spent several weeks in a psychiatric ward after a 2000 breakdown in a Manhattan hotel] — it seemed like there was always something going on.

Carson: That was definitely a stressful and difficult period in my life. You never know how people are going to react, but everyone was wonderful to me. I was very mortified about what happened with me, and pretty embarrassed, but the kindness I received meant a lot. They even put together a video that everyone was in, wishing me well when I returned. I was happy to be there and get out of my own head.

Krakowski: We all clung to each other starting very early on. Once we knew we were successful and people starting writing about us, we knew to stay close. We'd always say, "What would the [cast of] Friends do?" We wanted to do stuff they did because they handled all this sudden fame so well.

Grushow: As great as the show was, by the middle of season three, the air was coming out of the balloon. Out of the entire network, actually, not just Ally McBeal. Going into season four, we needed David to accomplish two things. One was to create a new series, which became Boston Public. The other was to reverse the fortunes of Ally. He came up with the idea of casting Robert Downey Jr.

Kelley: Pam Wisne, who was president of our company at the time, had this idea that Robert might be amenable to doing television. He could do drama and comedy. He could sing. It felt like he was tailor-made for the show.

Krakowski: I'd worked with Robert on an off-Broadway musical when we were teens so I was excited to have him on the show. However, I also felt a little trepidatious about him coming just because of where he was in his life at the time. He was so happy to be there and have this opportunity. Then, a lot of other stuff happened.

Grushow: It had been a stroke of genius casting Robert until that one weekend in Palm Springs, I think it was, where he fell off the proverbial wagon and that changed everything for the show again. To see Robert submit to his dark influences was very painful for everyone who worked with him, and simultaneously, we had to figure out what it meant to the series because it was right before we were going to film the episode where his character married Ally.

Krakowski: Robert was arrested over the Thanksgiving hiatus and I remember thinking, "Why didn't any of us invite him to Thanksgiving dinner?" Maybe if we had, he would have had other plans and nothing would have happened.

Kelley: We were ending with the wedding and season five was arced out as their married life. All that was thrown to the side when Robert had to take his leave. It was disappointing not to get to do that ending. He'd been so good; he left a huge void, and there was a concern that we'd never rise to the same level again. But these things happen, and there was a lot of rewriting that always went on with Ally anyway. [Editor's note: Downey declined to participate in this oral history.]

Grushow: Deep down inside, I think David was upset that his baby, his series, had been derailed, and he had to very quickly rewrite the finale. Which, ironically, brought Josh Groban to the world because he ended up being in that episode.

Thorne-Smith: If you want to talk about the show's legacy, it's David E. Kelley. His writing was so smart and the stories so interesting and timely. He added a troupe of great actors, and with all that together, magic happened.

MacNicol: David played with tone like nobody before him had. Comedic and dramatic scenes were interlaced, and sometimes a scene began on a laugh and ended with a tear. Shows like Scrubs and Eli Stone and countless others were made possible because of Ally McBeal.

Grushow: Most big hits back then would be around for a decade and networks could be accused of hanging on too long. In the case of Ally, it was this unbelievably bright star that disappeared faster than I'd have wanted. Ultimately, David created what turned out to be a limited series long before that term was really used.

Kelley: Up front, the show seemed to be about Ally longing for a man, but thematically, it showed life is better off when we're connected and living in a communal way. We were ultimately a collection of risk takers who could look in each other's eyes and do a group trust fall. We knew we were going to take our swings, not be conventional and in the end, learn to rely on each other.

Flockhart: A lot of people come up to me and say, "You're the reason I became a lawyer." I always thought, "That's David" because he made being a lawyer look like a lot of fun. For me, the heart of the show was always about love and friendship. We had voiceovers and we had hallucinations and we got into the characters' heads and got to know the characters in their raw form — not just their public personas. That became very intimate for people. You would see Ally talk to somebody but then you'd hear voiceover with what was really going on in her head. That made her vulnerable. She was a strong person on the outside and yet really vulnerable on the inside. The music, the hallucinations, the voiceovers, all of those things and getting into the person's private thoughts, that's the legacy.

Lesley Goldberg contributed to this story.