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| "No Sleep Tonight" by The Faders | |
| Opening credits, Viola versus Justin in soccer. | UK US |
| "Wasteland" by Matt White | |
| Viola breaks up with Justin. She walks home and gets up to the door when she's mistaken for Sebastian by Monique. | UK US |
| "Love Is All Around" by Joan Jett & The Blackhearts | |
| Montage: Paul shows Viola what she might look like as a boy, Viola walks the street and tries to learn the swagger and other behavior of men. | UK US |
| "Good Girl, Bad Boy" by Junior Senior | |
| Viola (as Sebastian) looks for her dorm at Illyria and nearly has a panic attack. | UK US |
| "Jump Up (If You Feel Alright)" by Da Beat Bros. | |
| "Sebastian" tries out for the soccer team and does rigorous practice only to make second string. | UK US |
| "Hey Sexy Lady" by Shaggy | |
| "Sebastian" exits the bathroom and heads for Duke, who wants nothing to do with "him." Kia makes advances towards "Sebastian" to help "his" social situation. | UK US |
| "Somebody" by Slightly Stoopid | |
| Yvonne comes in to fake-hit on "Sebastian" in front of the guys. | UK US |
| "Barbie Girl" by Aqua | |
| "Sebastian's" ringtone which goes off while he talks to Duke and the guys in lab. | UK US |
| "Let Go" by David Lichens | |
| Quoted as poetry of "Sebastian's" but actually lyrics from this song. | |
| "International" by Chali 2na and Beenie Man | |
| Montage: Duke helps "Sebastian" with his soccer before the game against Cornwall. | |
| "Wrong the Right" by The F-Ups | |
| Plays in the background on the real Sebastian's end of the phone conversation in London. | UK US |
| "Ooh La La" by Goldfrapp | |
| "Sebastian," Duke and others arrive at the carnival. | UK US |
| "4ever" by The Veronicas | |
| Justin has five seconds with Viola. She slaps him and runs to the tilt-a-whirl to change into Sebastian again. | UK US |
| "Side 2" by Dressy Bessy | |
| Monique tries to trick Paul, Kia and Yvonne into looking away to get to "Sebastian." "He" changes back into Viola. | UK US |
| "Put It Down" by Spiderbait | |
| Justin and Duke fight for the affection of Viola in the middle of the carnival. | UK US |
| "Love and Memories" by O.A.R. | |
| Montage: Duke and "Sebastian" practice their volley kicks. | UK US |
| "Let's Go" by David Lichens | |
| Plays in the background at Cesario's during the double date. | |
| "Love" by Matt White | |
| Olivia runs to the real Sebastian to give him a kiss and tell her how she feels. | US |
| "Inda" by The Ken Oak Band | |
| "Sebastian" tells Eunice "he" has nowhere to sleep for the night, as "he" was kicked out by Duke. | UK US |
| "Spun" by Flipsyde | |
| The soccer field is prepared for the Illyria -Cornwall game. Toby and Andrew tell the real Sebastian to get out of bed. Olivia, as Sebastian, isn't woken up in time by Eunice. | UK US |
| "Invincible" by Ok Go | |
| The Armadillos hit the field in facepaint. | UK US |
| "Dirty Little Secret" by The All-American Rejects | |
| The real Sebastian begins playing the game and sucks wind. Viola tries to get his attention under the bleachers. | UK US |
| "Invincible" by Ok Go | |
| Viola switches clothes with the real Sebastian and gets in the game. | UK US |
| "Hold You in My Arms" by Ray Lamontagne | |
| Duke has a hard time forgiving Viola. Sebastian gives Duke a gift from her. | UK US |
| "Runway Kiss" by Nathan Wang | |
| Viola and Duke walk off the stage at the debutante ball. | UK US |
| "Move Along" by The All-American Rejects | |
| End credits song. | UK US |
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