NEIL FINN: "SHE WILL HAVE HER WAY"
(Episode: "The Last Stand")
ABRAMS: "Neil's song and voice has such a wonderful spirit. It's exhilarating and upbeat with a classical Beatles sound. We used it in the shot of Felicity in New York City for the first time, surrounded by thousands of people. The song lifts the scene, showing the empowerment of this young woman."

HEATHER NOVA: "HEART AND SHOULDERS"
(Episode: "Cheating")
ABRAMS: "This comes at the end of this show when Felicity and Ben have a falling out. She has revealed that she has secretly read a paper he's done. The song is important because it reflects the sense that they're having difficulties, but they're going to be OK at the end. The music gives hope that things will be resolved."

SARAH McLACHLAN: "GOOD ENOUGH"
(Episode: "The Last Stand")
ABRAMS: "This touching song played in its entirety was, in fact, a character in the scene. Sarah's voice is so powerful, it's like an instrument. It fills a hugely important scene between Felicity and Julie, where we learn that Julie came to New York to find her birth parents. It's a moment of real bonding between two friends who share their crises and become intimately close."

IVY: "I'VE GOT A FEELING"
(Episode: "Pilot")
ABRAMS: "I love that song. It was heard the very first time we saw Felicity running into her work-study job. It had a great sense of anticipatory energy, giving a nice little groovy peek at what's to come. It was a great energy boost for us."

SCOUT: "DAY BEFORE YESTERDAY"
(Episode: "Hot Objects")
REEVES: "It was part of a whole montage ... the entire show was about Felicity's hope and expectations. Tragedy tries to harden us. She had expected to get with Ben at a party but one of her tapes had been played so she was mortified ... nothing had gone the way she had hoped. The scene has Felicity going into a liquor store to get some ice cream, comfort food ... the song has a Beatles-like 'Dear Prudence'-type melancholy feel."

REMY ZERO: "HERMES BIRD"
(Episode: "Love and Marriage")
REEVES: "We were looking for a song that was filled with energy and hope to be used during the scene when Ben's attempting to join the swim team, knowing he failed to make the track team. The song had to be filled with the tangled emotions and the drive he feels. Ultimately Ben is victorious, and it becomes a very important moment that he shares with Julie, who surprised him by showing up at the tryouts and witnessing his accomplishment."

AIR: "ALL I NEED"
(Episode: "Cheating")
ABRAMS: "All I Need" was heard at the opening of the show where Felicity and Ben were studying together. The song has a spacy, sexy feel to it. We liked the mystery it gave to the scene. The song has such an odd, surreal touch that worked so well for this moment."

ARETHA FRANKLIN: "BRIDGE OVER TROUBLED WATER"
(Episode: "Thanksgiving")
ABRAMS: "This was a real win for us because it was written by Paul Simon, who is very particular about how his songs are used. He was gracious enough to allow us to use it at the end of the 'Thanksgiving' episode, when all these new friends are finally together to share a meal. There's something about this song that's so evocative, giving a universal, timeless feeling that makes the scene so emotional. It played alone, without dialogue, so the music spoke for the characters. For us personally this was doubly important, because this was the episode where we turned a corner and found our path for the show, striking a balance between humor and drama."

JOAN JONES: "EVERYDAY DOWN"
(Episode: Scheduled to debut next season)
ABRAMS: "Felicity and this lyrical, funny song are a lot alike. Like Felicity, it has the sense of being stuck in a troubling spot but optimistic that things will work out. At that young age, things feel more important than they might feel later on in life, and the song reflects that sense of urgency."

JOE HENRY: "ANGELS"
(Episode: "Gimme an 'O'")
ABRAMS: "Angels" is a fun song that we liked and had wanted to find a scene for. We found a good spot for it in the loft, playing in the background as these guys are hanging out. It had the kind of fun, cool energy we needed for that scene."

AMY JO JOHNSON: "PUDDLE OF GRACE"
(Episode: "The Fugue")
ABRAMS: "It was used in a couple of scenes from 'The Fugue.' Julie wrote, played, and performed it, so we got to see the evolution of the song itself. It's a great, beautiful song that was played live onstage during the moment in which Felicity is feeling lost and disconnected.

REEVES: "It's a very, very bittersweet song. Amy Jo has an achingly haunting melody that captured the feeling. We're going to be using more of her songs next season."

MORLEY: "SLINGSHOTS"
(Episode: "Thanksgiving")
REEVES: "This was heard in the diner where Hanna and Noel were talking about their relationship and where they were headed. It added a somewhat melancholy side to the scene, giving you the sense that their relationship was in the waning stages."

PETER GABRIEL: "HERE COMES THE FLOOD"
(Episode: "Boggled")
ABRAMS: "This song is the greatest coup for us this season. At first, Peter turned us down in regard to the use of his music. So when I was invited on a group trip that he was also invited to, I jumped at the chance, just so I could meet and convince him to let us use his music. The determining factor was on the flight when he and I played Boggle on the floor of the airplane for an hour. Who won? Let's just say that after the game he agreed to let us use the song. It plays on the show almost in its entirety when Ben's trying out for the track team and Felicity goes to watch. It's a really incredibly emotional sequence because of this piece of music. Thanks to Peter, it's staggering."

KATE BUSH: "THIS WOMAN'S WORK"
(Episode: "Drawing the Line Part II")
ABRAMS: "We've gotten more response from this song than any other because it's so heartbreaking. It's heard after Julie has been date-raped and Ben comes to her with advice that he wouldn't give to many people because he's not a communicative person. The gesture and feelings Julie and Ben share are enormously enhanced by this song at an emotional point that requires you to cry."

"THE FELICITY THEME"
ABRAMS: "I wrote the theme song with Larry Klein, an incredible producer, songwriter, and bassist, who has played with everyone from Bob Dylan and Robbie Robertson to Joni Mitchell and Tracy Chapman. It's sung by Judith Owen (Harry Shearer's wife), who is recording an album for Capitol Records. Two weeks before 'Felicity' was to debut, we still didn't have a theme recorded. I'd already recorded my own idea for a theme song, but it didn't feel right, so I called Larry and that was that. Six days later, Keri Russell was a guest on `The Tonight Show,' and the band played the theme song. What a great feeling!"

[EXTRA CREDIT: "Felicity" producer J.J. Abrams is also a musician and songwriter. He often "noodles around" with his friend and fellow amateur player, Andrew Jarecki, the guy who started Moviefone.]