Dave Matthews and Friends perform Saturday at Vegoose inside Sam Boyd Stadium. Matthews and other festival headliners filled the stadium with 30,000-plus fans. Photo by Isaac Brekken. Lucent Dossier, a vaudeville troupe, performs for the crowd in front of the Vau de Vire's Twisted Cabaret Circus tent at Vegoose on Sunday. Photo by Jane Kalinowsky. Clad as a Boy Scout, Beck leads the audience in a scout oath at Vegoose Saturday. Photo by Isaac Brekken. Friends Pixie Prankster, 20, and Lindsay Stack, 20, both of Boulder, Colo., wear colorful wings during Vegoose Saturday. Other costumed festivalgoers dressed up as naughty nurses, a female breast and a bottle of tequila at the Halloween-themed festival. Photo by Craig L. Moran. Sleater-Kinney vocalist and lead guitarist Carrie Brownstein strikes a chord during the band's energetic set Sunday. Photo by Jane Kalinowsky. The Flaming Lips' Wayne Coyne sings Sunday night for a massive crowd. The veteran band's gleeful set included dancing from fans costumed as bunnies, skunks and other creatures. They closed their set with a cover of Black Sabbath's "War Pigs." Photo by Jane Kalinowsky. James Mercer of The Shins joined the rest of his indie-pop band in donning nuns' habits. Among the quartet's finest songs Saturday was the melancholy "New Slang." Photo by Isaac Brekken. Blissed-out surfer-songwriter Jack Johnson plays guitar Sunday on the Snake Eyes stage. Other stages at Vegoose were dubbed Jokers Wild and Double Down. Photo by Jane Kalinowsky. "Shrine," a hunchback troll in vaudeville troupe Lucent Dossier, waits for a massage behind the Cabaret Circus Tent on Saturday. Photo by Jane Kalinowsky.

Whether it was Phil Lesh playing Grateful Dead tunes for 35,000 fans crammed into Sam Boyd Stadium or quiet folkie Devendra Banhart strumming for 300, the strength of the performances at this weekend's Vegoose rivaled those at the nation's more established music festivals.

Joining fans and organizers in deeming the festival a success were performers, who repeatedly raved that their warm reception at Vegoose contradicted their usual feelings about Las Vegas.

"It's really not about gambling," Flaming Lips lead singer Wayne Coyne told tens of thousands gathered for his band's set Sunday night. "It's about some kind of communal experience."

"There's such a great vibe here, not weird at all like some other festivals," Jack Antonoff, lead singer and guitarist of Steel Train, said backstage Saturday.

In an interview, rapper Beans summed up his take on Vegoose in a single word: "Spiffy."

Missteps were minor.

On a bill heavy with guitar-noodling jam bands and eclectic indie rockers, festival organizers clearly underestimated the draw of the handful of rap acts.

Hip-hop heavyweights like Blackalicious, Talib Kweli and Digable Planets were relegated to a diminutive circus tent that could host only hundreds rather than one of the three outdoor stages that could accommodate thousands.

By the time of Atmosphere's Saturday afternoon set, a massive swarm of overflow fans had massed outside the tent hoping to hear the Minneapolis rap duo's rhymes. Smartly, workers partially alleviated the problem by raising a third of the tent's flaps to increase visibility from outside.

This should be remedied next year by integrating urban acts onto the outdoor stages or, at the very least, hitting the circus supply circuit to acquire a bigger tent.

Yet this was a small blunder for such a massive event where so much can go wrong.

Fans could easily navigate festival grounds that encompassed a huge area, from the giant main stage in the stadium to the sprawling grass fields to the north hosting most of the bands, vendors and other attractions.

Still, the festival's greatest asset was its fans.

Festivalgoers, many of them mellowed by marijuana, proved themselves a peaceful group for police to patrol. While authorities may have taken a lax approach to enforcing the countless misdemeanor offenses of pot puffing unfolding around them, they did not tolerate drug distribution.

But for an event that drew more than 40,000 on both days, police amazingly reported taking only one person to jail: a woman who, standing only feet from cops, accidentally spilled her backpack on the ground to reveal dozens of small packets of marijuana.

"If you want to come here as a distribution agent, that's not going to be tolerated," Daren Libonati, director of Sam Boyd Stadium, said in recounting the arrest.

Headliners like Lesh, Dave Matthews and Widespread Panic turned in up to three-hour marathon performances that thrilled fans.

But much of the best material unfolded on the two, large side-stages.

Among the most engrossing were Montreal's the Arcade Fire. In its last show of a lengthy tour, the black-clad indie-rock septet played its celebratory songs Sunday night with an anarchic revelry, like the band were performing its final show ever.

Trading instruments throughout, band members ran through the finest material of their 2004 debut album, "Funeral," opening with the anthemic "Wake Up."

For two covers, the twenty-something musicians reached back to songs written around the time of their births. Their take on New Order's "Age of Consent" ('83) added emotional depth not found in the dancy original, and they maintained Bruce Springsteen's haunting tone when interpreting his outlaw-on-the-run tale "State Trooper" ('82).

Among the other fine covers of the festival were Flaming Lips' strangely gleeful interpretation of Black Sabbath's "War Pigs," the silver-lam clad Animal Liberation Orchestra's "Viva Las Vegas," Steel Train's rambling run through of M. Ward's "Helicopter" and Boy Scout-uniform wearing Beck's touching take on gospel-folk standard "He's A Mighty Good Leader."

While so many other acts sang repeatedly about love gone bad, England's the Magic Numbers mooned melancholy about love gone sad.

The band -- comprised of two sets of brother-sister siblings -- showcased its three-part harmonies best on the affecting "I See You, You See Me," which included standout vocal solos by melodica player Angela Gannon.

The only punk act on the bill, Sleater-Kinney, on Sunday continued skewing away from the riot-grrl roots of its 1990s albums, instead favoring the Hendrix-guitar histrionics of its most recent album, "The Woods."

The trio's guitarists, Corin Tucker and Carrie Brownstein, were upstaged by Janet Weiss, one of the finest drummers in rock. A wildly innovative percussionist in the vein of Keith Moon, Weiss was often too bored with simple time-keeping, choosing to constantly color the music with agile drum fills.

During Spoon's Sunday set, singer-guitarist Britt Daniel proved just as entertaining to the eyes as the ears. The 6-foot-4-inch Daniel's angular frame is highly suggestive of the sleekly taut songs he writes.

On "They Never Got You" and an extended "My Mathematical Mind," Daniel fell to his knees to grind out noisily abrasive punctuations to his solos, at one point using his guitar neck to assault an amplifier and elicit delightful squall.

Who deserves the trophy for strangest festival band is arguable, but this critic is going with Islands. The quintet's Saturday set saw plucked violin, bass clarinet and more traditional rock instruments used to craft songs about rivers, playgrounds, planetary rotation and the creation of new civilizations.

Like Vegoose overall, Islands' set was a compelling celebration of the weird.

Mike Kalil's Finely Tuned column appears on Tuesdays. Contact him at 383-0476 or e-mail him at mkalil@reviewjournal.com