Despite being the first half to the Regionals themed episode, this half focuses purely on the lead-up to Regionals, the following week. This episode does not feature Regionals, instead, it contains the preparation for the competition that takes place in the second half.
- Starlight by Muse. Sung by Jesse, Amy, Nick, Amanda, Freddie, Tommy, Rex, Spider, Winter and Jason.
- Just A Kiss by Lady Antebellum. Sung by Daisy and Freddie.
- Gonna Get This by Miley Cyrus & Iyaz. Sung by Simon, Sugar, Terri, Harmony, Daisy and Freddie.
- Tonight/ One Hand, One Heart from West Side Story/ West Side Story. Sung by Crystal and Jackson.
- You Can't Stop The Music/ You Can't Stop The Beat by Village People/ From Hairspray. Sung by Harmony, Rex, June, Tommy, Liz, Amanda, Poppy, Nick, Freddie, Carlton and Andy.
- If You Can't Afford Me by Katy Perry. Sung by Harmony, Justine, Laura, Teddy, June, Poppy, Carlton, Liz and Amanda.
- Clap Your Hands by Sia. Sung by Jackson with The Shining Showstoppers.
- I Wanna Go by Britney Spears. Sung by Crystal with The Musical Melodies.
- I Will Follow Him from Sister Act. Sung by Crystal and Judy with The Musical Melodies.
- Eye Of The Tiger/ The Final Countdown by Survivor/ Europe. Sung by Jesse, Amy, April, Crystal, Judy, Harmony, Jackson, Teddy, Liz, Amanda, Freddie, Jason, Winter, Poppy, Andy and Nick.
- Jonathan Groff as Jesse St. James
- Lindsay Pearce as Harmony Harpse
- Josh Hutcherson as Jason Hill
- Jordin Sparks as Poppy Hill
- Dakota Fanning as Liz Peep
- Rita Ora as Laura Tomlinson
- Bonnie Wright as Junette Harris
- Emily Didonato as Justine Callaway
- Freya Mavor as Amanda Evans
- Robbie Amell as Freddie Weathers
- Alex Pettyfer as Mark "Terri" LaTerri
- Cameron Mitchell as Andy Jones
- Alex Newell as Carlton Ayers
- Samuel Larsen as Spider Reed
- Christian Serratos as Winter Delgado
- Logan Lerman as Rex Espley-Wilkes
- Raina Hein as Teddy Mapp
- James Maslow as Tommy Barlow
- Amy Adams as Amy Sky
- Ariana Grande as Crystal Wright
- BooBoo Stewart as Nick Young
- Dan Benson as Simon Click
- David Henrie as Jackson Holt
- Emily Osment as Judy Woodman
- Jessica Lange as Ginger McCliff
- Kristin Chenoweth as April Rhodes
- Miranda Cosgrove as Daisy Evans
- Vanessa Lengies as Sugar Motta