Fallin

The Rurals

Keith and his new co-workers talk about the lovely ladies walking by.

Thank You (Falettinme Be Mice Elf Agin) - Single Version

Sly & The Family Stone

In an office warehouse, two guys are goofing around with sex dolls; song is reprised for the end credits.

Cherry Blossom Girl

Air

At a coffeehouse, Claire, Anita & Edie talk about art.

Lover Come Back To Me

Seven

Brenda & Joe talk over dinner at a Korean BBQ restaurant.

Soulfood

Martina Topley-Bird

Brenda tells Joe that they have to wait 90 days before getting physically involved.

La Femme C'est Mysterie

Pimp Daddy Nash

Keith starts his first day on the job as VIP security of the Meridian Hotel.

Lucky

Radiohead

The Fishers decide to make a bonfire out of their possessions that didn't sell at the garage sale.

Samsonite Man

Alicia Keys

Plays on the radio in Sophie's house.

Toyz Interlude / Toyz

Missy Elliott

At Jimmy's party, Claire sees Edie getting busy with another girl.

La Breeze

Simian

Claire & Anita plan their evening; Russell knits.

Trouble

Roscoe

Claire & Anita arrive at a Jimmy's party and are offered a bong hit.

It Might As Well Be Spring

Joao Y Astrud Gilberto

Brenda & Joe finish up dinner with Margaret & Olivier.

Walking On Space

Smooth

Brenda & Joe listen to a wounded Nate.

Texas

Magnapop

Claire & her friends paint the walls of the coach house.

Si Nos Dejan - En Vivo

Luis Miguel

Jake forces David at gunpoint to withdraw as much cash as he can from the ATM.

It's My Life

No Doubt

David drives Jake, a hitchhiker, around to find an ATM.

Evum

Plej

Keith calls David from the private jet before it takes him out for an extended tour.

After The Dance

Marvin Gaye

Mr. & Mrs. Thorton make love in their hot tub.

Java

Al Hirt

Ruth talks to her cashier friend Becky about George's "single" son.

Just a Ride

Jem

Brenda is studying when Joe arrives with good news about a house.

Concerto in E Major for Violin, Strings and Continuo, Op. 8, No. 1, Rv 269, “la Primavera” (Spring): I. Allegro

Albinoni

Ruth cuts the ham and spills the beans at dinner.

Rainbow Sign

Fruit Bats

Anita invites Russell & Jimmy to take a shower.

So Long Without You

Bent

Brenda is shopping in a linen store when she imagines an avalanche of pillows falling on her.

Nowhere Near

Yo La Tengo

Claire has a painting party; Nate calls to remind her of David's birthday dinner.

II. Romanze (excerpt) - Remastered

Mozart

David overhears that Meinhardt was shot in the head.

Concerto for 2 Mandolins in G Major, RV 532: I. Allegro

Antonio Vivaldi

Keith talks about his security job with Celeste.

With Arms Outstretched

Rilo Kiley

Anita moves in with Claire.

Transatlanticism

Death Cab for Cutie

Claire, Edie, Anita, Russell & Jimmy get closer.

Don't Leave Me This Way - Single Version

Thelma Houston

At the gay club, Keith gets a call from David.

Genevieve (feat. Bart Davenport)

Greyboy

Celeste looks on as Javier comes on to Keith at a party.

Oh Happy Day

The Edwin Hawkins Singers

End credits.

Shaded

Paco

Claire prepares for Edie's visit; Ruth thinks Anita should pay rent.

Always Came Back

Karen Abrams

Edie visits Claire for a romantic evening.

Everything Is Everything

Phoenix

Claire, Edie, Anita & Jimmy discuss their art project.

Oh, Happy Day

Cast

Mourners sing song at James Marshall's funeral.

Take A Little Time To Smile

Peggy Lee

Flashback of Nate bringing his dog Yippie to Nathanial to revive.

Interloper

Earlimart

Claire shows Nate the dollhouse.

Brenda is at her dealer's apartment and realizes she has to leave.

Somebody Told Me

The Killers

Anita doesn't want to talk to Claire.

Burning Photographs

Ryan Adams

Brenda visits her dealer to buy some pot.

The Outsider

A Perfect Circle

David finds Keith watching a music video.

How To Be Dead

Snow Patrol

Claire and Billy talk in the LAC Arts Student Lounge.

Universal Love feat. Marcus Begg - Ame Rootdown Round Midnite Mix

Truby Trio & Marcus Begg

David enquires about adopting a baby.

Mambuloo

Mo' Horizons

David gets into a fight in a sushi restaurant.

She Wants To Move

N.E.R.D

Claire dances to entice Edie at Jimmy's party.

Jolene

Mindy Smith

Nate & Brenda have an awkward meeting with Barb.

Ok It's Sunday

James Combs

At Jimmy's Place, Claire & her friends prepare for a party.

Claire & Russell get creative with her photography.

Stars

Joe Henry

End title.

Anything (To Get Your Attention)

Van Hunt

Keith agrees to Roger's proposition and vent's his frustrations with David.

Dia de Yemanja

Cibelle

Olivier, Brenda & Billy visit Margaret at the hospital.

Naked As We Came

Iron & Wine

Claire & Ruth talk about drugs, sex, and art.

Homesick

Kings of Convenience

Nate is confronted by Barb regarding Lisa's cremains.

Inside Of Love

Nada Surf

Jimmy tells Claire that his art gallery is interested in her work.

You've Been Spiked

Chris Joss

Claire explains the meaning of her art to viewers at the gallery.

Spectacular

Graham Coxon

Claire makes calls to publicize her art gallery show.

Love & Music

Rithma

Claire & Anita arrive at the gallery for Claire's art show.

The Beat

Henry Mancini

Roger Pasquese asks Keith if he would like to work as his bodyguard.

Mind, Body and Soul

Mark Rae

Olivier disregards Claire's success while across the room Brenda & Margaret discuss Maya.

Shoo Fly Pie and Apple Pan Dowdy - 78rpm Version

Dinah Shore

Ruth & George meet George's daughter, Maggie for lunch.

Mambo Diablo

Tito Puente

Roger Pasquese calls Keith with another proposition.

Rio Negro

The Latin Project

Ruth & Brenda attempt to reconnect with each other at Claire's opening.

In the Black of Night

Slow Train Soul

Billy admires Claire's artwork at the gallery and the two reconnect.

It's Dancing Time

Quantic & Mr Scruff

Jimmy gets angry with Claire when she appears to ignore him at the gallery.