- The Kills - Cheap and Cheerful -> Plays just before Lily run into Rufus.

- Beethoven - Sonata for Violin and Piano No. 5 in F Major, Op. 24 - "Spring": I. Allegro -> Rufus & Lily discuss Jenny; repeats as Lily tries on a wedding dress while chatting with Rufus.

- OneRepublic - Say (All I Need) -> Georgina has dinner with Serena & her family.

- Finger Eleven - Paralyzer -> Blair crashes Asher's party.

- The Kills - U.R.A. Fever -> Serena meets 'Sarah'; repeats as Serena confesses to Blair.

- Phantom Planet - Do The Panic -> SAT prep montage.

- Vampire Weekend - Campus -> Nate, Dan & Vanessa talk about SATs.

- Crystal Castles vs. Health - Crimewave -> Serena meets Georgina for drinks.

- FloRida - Elevator -> Blair torments Nelly with music

- Difx FT. Imperio & Cru - Nice Sweet Sexy -> Georgina & Serena reminisce; Serena calls Chuck for help.

- Henry Mancini - Moon River -> Blair's dream

- The Deadly Syndrome - Eucalyptus -> Dan & Rufus discuss Jenny's busy schedule.

- The Teenagers - Feeling Better -> Chuck invites Dan to the family wedding tasting.

- Silver Money - Back Seat Taxi -> Rufus' call interupts Jenny making plans with her friends.

- Miss Eighty 6 - Drive Me Crazy -> Blair orders dinner at Butter

- Classic - On The Run -> Blair holds a table at Butter as she waits for the girls to arrive.

- Kylie Minogue - Rippin' Up The Disco -> Blair heads for the bar.

- Henry Mancini - Moon River -> Blair's dream

- The Deadly Syndrome - Eucalyptus -> Dan & Rufus discuss Jenny's busy schedule.

- The Teenagers - Feeling Better -> Chuck invites Dan to the family wedding tasting.

- Silver Money - Back Seat Taxi -> Rufus' call interupts Jenny making plans with her friends.

- Miss Eighty 6 - Drive Me Crazy -> Blair orders dinner at Butter

- Classic - On The Run -> Blair holds a table at Butter as she waits for the girls to arrive.

- Kylie Minogue - Rippin' Up The Disco -> Blair heads for the bar.

- Nadia Oh - Got Ur Number -> Serena is seen buying a pregnancy test

- Falling Up - The Dark Side Of Indoor Track -> Dan tells Serena he will support her, the rumor about Blair spreads

- Machine Translations - You'll Change -> Nate asks Blair for a favor

- Dashboard Confession - Where There's Gold -> Bex visits Rufus' gallery

- Figurines - The Air We Breathe -> Dan dislikes Serena's response

- Dan Cray Trio - Goodbye -> Blair congratulates Chuck on his revenge.

- Nadia Oh - Got Ur Number -> Serena is seen buying a pregnancy test

- Falling Up - The Dark Side Of Indoor Track -> Dan tells Serena he will support her, the rumor about Blair spreads

- Machine Translations - You'll Change -> Nate asks Blair for a favor

- Dashboard Confession - Where There's Gold -> Bex visits Rufus' gallery

- Figurines - The Air We Breathe -> Dan dislikes Serena's response

- Dan Cray Trio - Goodbye -> Blair congratulates Chuck on his revenge.

- The Constance Billard Choir - Santa Baby -> The Constance Billard St. Jude's bazaar.

- Jazzy Instrumental - O Come All Ye Faithful -> The decorating Humphreys.

- The Plush Interiors - O Christmas Tree -> Serena tries to give Dan a gift

- Two Hours - Stuck For The Summer -> Rufus confronts Alex.

- The McGuire Sisters - Christmas Alphabet -> The Blair-capades

- The Dan Band - Christmakwanzakah -> Jenny gives Dan gift ideas.

- The Republic Tigers - Deck The Halls -> Serena asks Vanessa for help

- Jingle Bells (instrumental) -> Roman tries to set Eleanor up with Jack.

- Joy To The World (Instrumental) -> Eleanor & Jack talk; Freddy arrives.

- Band Of Horses - The General Specific -> A gift for Blair; Dan & Serena exchange gifts.

- The Weepies - All That I Want -> Allison tells her kids that she's leaving; Christmas montage.

- Mel Torme - Comin' Home Baby-> Debutante ball discussions.

- The Pierces - Secret (Piano Version) -> Dance rehearsal.

- Daniel May - The Speakeasy -> Lily asks Jenny if she'd like to help out at the ball.

- Sea Wolf - You're a Wolf -> Nate's arrival interrupts a Chuck/Blair make-out session.

- Lissa - Pretty Please -> Lily & Jenny run into Allison while shopping.

- Rooney - What For -> Allison's art show; repeats as Dan gets a call.

- The Pierces - Secret -> Waltz & brawl.

- The Pierces - Three Wishes -> Blair figures out Chuck's plan; Serena confronts her grandmother; Dan & Serena dance

- Will Dailey - Grand Opening -> Serena gets called away from dinner.

- Nelly Furtado - Promiscuous -> Flashback of Dan rescuing Serena last Thanksgiving.

- Ok Go - Here It Goes Again -> Flashback of Dan telling his mom & Jenny about rescuing Serena.

- Sebastian Tellier - La Ritournelle -> Flashback of Serena, Nate & Blair joking around.

- Vanessa Carlton - Nolita fairytale -> Thanksgiving montage, past & present

- The Virgins - One Week Of Danger -> Flashback of Blair & Chuck kissing in the limo; repeats as Blair & Chuck bicker on the street and Serena sees Chuck & Blair kissing.

- The Shapes - Your Birthday -> Dan & Serena run into Vanessa at her new job.

- The Virgins - Love is Colder Than Death -> Blair & Serena talk about best friends & Nate.

- The Virgins - Rich Girls -> Nate listens to music before being interrupted by his mom.

- Two Hours Traffic - Whenever We Finish -> Dan confronts his mom about not coming home sooner.

- Puffy Ami Yumi - Nice Buddy - Nice Buddy -> Kati & Is arrive at Blair's birthday party.

- Pinback - How We Breathe -> Jenny runs into Nate; Vanessa & Dan arrive at the party.

- The Virgins - Fernando Pando -> Serena tells Dan that she'll try to get along with Vanessa.

- Lynyrd Skynyrd - Freebird -> Serena plays Guitar Hero.

- Miss Eighy 6 - Inside Out -> Dan tries to explain why he told Vanessa about his mom, but not Serena.

- Eskimo Joe - How does it feel -> Blair runs off after her birthday cake is brought out.

- Dawn Landes - Kissing song -> Jenny finds her parents cuddling in the living room.

- Soho Dolls - Stripper -> Chuck is entranced by a dancer; repeats as Blair dances on stage

- Classic - So the say -> Chuck pitches his burlesque club idea to Blair.

- David McConnel -Ballad of an easy... -> Nate asks for Jenny's silence.

- By Miss Eighty 6 - Release -> Bart criticizes Chuck's club idea.

- John Ralston - Second_Hand_Lovers -> Dan & Serena are interrupted by Vanessa, then Rufus.

- Harry Warren - Just Love-> The Archibalds arrive for dinner at The Waldorfs'.

- Air - Photograph -> Dan imagines Nate & Serena giving him sex tips.

- Four Seasons - Concerto No. 4 'Winter' RV 297, 2nd movement Largo" by Vivaldi -> Howard toasts the business & family.

- Valeria feat Aria - Girl I Told Ya -> Bart & Pauletta arrive to check out club Victrola.

- Elliott Smith - Whatever -> Dan & Serena talk in bed.