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Billie Cunningham was a former criminal who got married to Earl.
Before Season 3
Frank and Billie had been dating for a long time before he was sent to prison. She visited him regularly whilst he was inside ("Frank's Girl").
Season 3
Earl met Billie when she came to visit Frank. She was angered to learn that Frank showed Earl a picture of her naked and ended their relationship. However, he convinced her to come back when he posted a picture of himself naked on a message board. She agreed to quit her nursing course to come back to Frank, so Earl told Frank that he should let her go, and he agreed to do so ("Frank's Girl").
Earl later met up with Billie after he left prison and she accidentally ran him down ("Bad Earl"). After being in a coma for several weeks Earl recovered, meeting up with Billie and quickly getting married to her ("Love Octagon"). Earl and Billie had a strained relationship from the start, with Billie not being like Earl expected her to be from his comatose dream of her ("Girl Earl").
Earl started to avoid Billie, seeing as the best way of making his marriage work. However, after he crossed Didi off his List she became nicer, and Earl thought that if he crossed other women off his List his and Billie's relationship would improve ("Camdenites (Part 1)"). He tried to cross off #204 "Seduced seven virgins", however he was unsuccessful and Billie made him choose between her and the List. When he chose the List, she stole it and began to reverse the good things Earl had done. Earl chased her to the Camdenites, where she could not be caught by the police. She learned from the Camdenites a better way of life and decided to forgive Earl. She gave him his List back, as well as a check for $72,000 to help towards crossing more items off his List ("Camdenites (Part 2)").
Coma Billie
Whilst Earl was in a coma, he dreamed about Billie throughout. He dreamed about living with Billie, having a baby and growing old with her, and just as the dream came to an end he woke up.