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| "Rebel Rebel" by David Bowie | |
| Opening scenes. Will Burton (Gaelan Connell) reads out an email he's sending to David Bowie. His mother tells him it's time to go to school. He talks about the different music groups at school. 0:00 | UK US |
| "(You Gotta Walk) Don't Look Back" by Peter Tosh and Mick Jagger | |
| Will and his mother sing in the car on the way to the new house. He films with his camcorder. 0:03 | UK US |
| "Changes" by David Bowie | |
| Will's ringtone on his mobile phone as he arrives at his new school. 0:04 | UK US |
| "Sunny Side Up" by Scott Porter and Glory Dogs | |
| Glory Dogs perform on stage for everyone. Ben (Scott Porter) talks about bandlsam and introduces members of the band. 0:05 | |
| "Theme from A Summer Place" by Max Steiner and Mack Discant | |
| Plays in the mall as Will sits with Sam (Vanessa Hudgens) and talks about the presentation and their least/most favourite places. Instrumental. 0:08 | |
| "Make You Wanna Scream" by Anthony Taccetta | |
| Charlotte watches as Will helps a cello player who was knocked down. 0:09 | |
| "Wichita Lineman" by Glen Campbell | |
| Charlotte (Alyson Michalka) plays the song on Will's iPod to keep the kids happy at the after school day-care centre. 0:11 | UK US |
| "Road" by Nick Drake | |
| Will walks along the street listening to his iPod when Charlotte pulls alongside him in her car. She invites him to see the coolest place ever. 0:13 | UK US |
| "Femme Fatale" by The Velvet Underground & Nico | |
| Charlotte puts the song on in her car as she attempts to teach him about music starting with the best. He shows her that he knows a lot about music then talks about his dad. 0:14 | UK US |
| "I Want You To Want Me" by I Can't Go On, I'll Go On (Feat. Alyson Michalka) | |
| Charlotte's band practice as Will arrives. Originally by Cheap Trick. 0:16 | UK US |
| "Free Time" by The Aggrolites | |
| Will and Sam sit by the lockers as Will listens to his iPod. He gets her to listen and tells her it's ska. Charlotte arrives and introduces herself to Sam. 0:25 | UK US |
| "Star" by David Bowie | |
| Plays at the day-care centre as a kid slaps the teacher. Will goes to see Basher. 0:26 | UK US |
| "Changes" by David Bowie | |
| Will's ringtone as he talks to Basher in the auto shop. 0:28 | UK US |
| "I Want You To Want Me" by I Can't Go On, I'll Go On (Feat. Alyson Michalka) | |
| The band practice again, this time with Basher on drums. Will and his mum watch. Originally by Cheap Trick. 0:28 | UK US |
| "Twice Is Too Much" by Exist | |
| Will watches an interview with David Bowie on his computer as his mother asks him what a sideman is. 0:30 | UK US |
| "Classroom Rap" by Matt Hensarling and Derek Cox-Berg | |
| 2 kids rap in the classroom as part of their presentation. 0:30 | |
| "Impromptu Op. 90 #2 in E-Flat Major" by Franz Schubert | |
| A girl plays piano. 0:31 | |
| "Blister In The Sun" by Lisa Chung | |
| Will puts some different music in front of the piano playing girl and she changes what she's playing. Originally by Violent Femmes. 0:31 | |
| "Jammin' On F" by I Can't Go On, I'll Go On | |
| Will builds the band slowly one instrument at a time. 0:32 | |
| "Lovesick" by 78 Violet (Feat. Alyson Michalka & Amanda Michalka) | |
| Will and the band talk in the diner. They talk about the band name. 0:33 | |
| "Star" by David Bowie | |
| Will takes a photo of the band. His mother tries to talk to him when he's in the shower. 0:34 | UK US |
| "Amphetimine" by I Can't Go On, I'll Go On (Feat. Alyson Michalka) | |
| The band practice. Will gets them to stop their old habits. 0:35 | UK US |
| "My Country Tis Of Thee" by The Antislavery Ensemble | |
| Will and Sam walk and talk in the school corridor. 0:38 | |
| "24 Hours" by Shack | |
| Will and Sam tour the city. 0:39 | UK US |
| "See No Evil" by Television | |
| In the CBGB club. 0:42 | UK US |
| "Lunar One" by Seventeen Evergreen | |
| Charlotte drives Will home in the car. She asks about Sam and whether he has kissed anyone. She decides to show him what to do and kisses him. 0:43 | UK US |
| "Free Time" by The Aggrolites | |
| Will dances as he listens to his iPod in the school corridor. 0:49 | UK US |
| "Stuck In The Middle" by The Burning Hotels | |
| Will and Charlotte watch The Burning Hotels play live with the rest of the band. Will crowd surfs as Sam gets ready. 0:50 | UK US |
| "Everything I Own" by Vanessa Hudgens | |
| Will watches Sam on a home video singing the song. (Originally by Bread) /53/ 0:53 | UK US |
| "Amphetimine" by I Can't Go On, I'll Go On (Feat. Alyson Michalka) | |
| Plays on the bands MySpace page as Charlotte and Will look at their first post. 0:54 | UK US |
| "Pretend" by Scott Porter and The Glory Dogs | |
| Ben sings and plays guitar for Charlotte. The band enter and help him. 0:56 | UK US |
| "Young Folks" by Peter, Bjorn and John | |
| Will's presentation film about Sam. 1:00 | UK US |
| "Someone To Fall Back On" by I Can't Go On, I'll Go On (Feat. Alyson Michalka) | |
| Charlotte plays piano and sings. Later the whole band play. 1:06 | UK US |
| "Blizzard Woman Blues" by The Daze | |
| 1st song at Bandslam. 1:18 | UK US |
| "My New Romance" by The Burning Hotels | |
| 2nd song at Bandslam. 1:23 | UK US |
| "Shape" by Zeale, Phranchyze and Candice Jackson | |
| 3rd song at Bandlsam. Rap group. 1:24 | |
| "Someone To Fall Back On" by Scott Porter and The Glory Dogs | |
| 4th song at Bandslam. Glory Dogs steal their song. 1:26 | |
| "Everything I Own" by I Can't Go On, I'll Go On | |
| The band perform their improvised song at Bandslam. Originally by Bread. 1:30 | UK US |
| "Everything I Own" by I Can't Go On, I'll Go On | |
| Some kid watches the performance back on his mobile phone. 1:37 | UK US |
| "What Light" by Wilco | |
| The MySpace page blows up. David Bowie watches their performance on youtube and sends an email to Will. 1:37 | UK US |
| "Corvette" by Golden Smog | |
| 1st song in end credits. 1:40 | UK US |
| "Where Are You Now?" by Honor Society | |
| 2nd song in end credits. 1:42 | UK US |
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