Fallin

The Rurals

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

Lover Come Back To Me

Seven

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

Cherry Blossom Girl

Air

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

La Femme C'est Mysterie

Pimp Daddy Nash

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

Soulfood

Martina Topley Bird

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

Thank You (Falettinme Be Mice Elf Agin)

Sly and The Family Stone

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

Trouble

Roscoe

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

La Breeze

Simian

Claire & Anita plan their evening; Russell knits.

Toyz Interlude / Toyz

Missy Elliott

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

Samsonite Man

Alicia Keys

Plays on the radio in Sophie's house.

Lucky

Radiohead

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

Walking On Space

Smooth

Brenda & Joe listen to a wounded Nate.

It Might As Well Be Spring

Astrud Gilberto & Stan Getz

Brenda & Joe finish up dinner with Margaret & Olivier.

Texas

Magnapop

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

Evum

Plej

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

Java

Al Hirt

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

After The Dance

Marvin Gaye

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

It's My Life

No Doubt

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

Si Nos Dejan - En Vivo

Luis Miguel

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

Concerto for Oboe & String in D Minor Allegro 1

Albinoni

Ruth cuts the ham and spills the beans at dinner.

Just a Ride

Jem

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

Rainbow Sign

Fruit Bats

Anita invites Russell & Jimmy to take a shower.

With Arms Outstretched

Rilo Kiley

Anita moves in with Claire.

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

Vivaldi

Keith talks about his security job with Celeste.

Nowhere Near

Yo La Tengo

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

Transatlanticism

Death Cab for Cutie

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

So Long Without You

Bent

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

Piano Concerto #20 The Romanze

Mozart

David overhears that Meinhardt was shot in the head.

Don't Leave Me This Way

Thelma Houston

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

Always Came Back

Karen Abrams

Edie visits Claire for a romantic evening.

Everything Is Everything

Phoenix

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

Genevieve

Greyboy

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

Oh Happy Day

Cast

Mourners sing song at James Marshall's funeral.

Oh Happy Day

Edwin Hawkins Singers

End credits.

Shaded

Paco

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

Take A Little Time To Smile

Peggy Lee

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

Somebody Told Me

The Killers

Anita doesn't want to talk to Claire.

Interloper

Earlimart

Claire shows Nate the dollhouse.

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

The Outsider

A Perfect Circle

David finds Keith watching a music video.

Burning Photographs

Ryan Adams

Brenda visits her dealer to buy some pot.

How To Be Dead

Snow Patrol

Claire and Billy talk in the LAC Arts Student Lounge.

Mambuloo

Mo Horizons

David gets into a fight in a sushi restaurant.

Stars

Joe Henry

End title.

Universal Love

Truby Trio & Marcus Begg

David enquires about adopting a baby.

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.

She Wants To Move

NERD

Claire dances to entice Edie at Jimmy's party.

Claire & Russell get creative with her photography.

Anything (To Get Your Attention)

Van Hunt

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

Naked As We Came

Iron and Wine

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

Dia de Yemanja

Cibelle

Olivier, Brenda & Billy visit Margaret at the hospital.

Inside Of Love

Nada Surf

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

Homesick

Kings of Convenience

Nate is confronted by Barb regarding Lisa's cremains.

Rio Negro

The Latin Project

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

The Beat

Henry Mancini

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

Love & Music

Rithma

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

You've Been Spiked

Chris Joss

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

Mambo Diablo

Tito Puente

Roger Pasquese calls Keith with another proposition.

Shoo Fly Pie & Apple Pan Dowdy

Dinah Shore

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

It's Dancing Time

Mr. Scruff & Quantic

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

In The Black Of Night

Slow Train Soul

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

Spectacular

Graham Coxon

Claire makes calls to publicize her art gallery show.

Mind, Body & Soul

Mark Rae

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