c. taylor crothers © phish 2009

“What Phish is doing tonight is more than covering a record,” rock scribe David Fricke wrote in Festival 8’s official Halloween Phishbill. “They’re telling, through these songs, their own stories about ecstasy, madness and survival.”

Oddly enough, though it’s the one night a year Phish focuses most of its energy on another band’s material, the band’s Halloween covers continually serve as tangible report cards on the band’s evolution—and this year was no exception. The Halloween Album concept debuted in 1994, a year known for theatrical novelties that aimed to push the boundaries of the traditional rock show. In 1995, as the group ascended to fulltime rock star status, the Vermont Quartet tackled The Who, one of the kings of loud, high-energy arena rock, and a year later, as Phish searched for a new sound, it found direction in the funky, rhythmic grooves of Talking Heads. Though controversial at the time, in retrospect Phish’s decision to cover the loose, dark and unpolished songs of art-punks the Velvet Underground in 1998 was in-line with the more freeform, ambient textures the band would explore throughout 1999 (and foreshadowed the eventual blurred boundaries between the indie and jam scenes).

So it is fitting that Phish decided to cover the Rolling Stones’ famed double LP Exile on Main Street,a classic rock opus built from a Phishy DNA of blues riffs, country honky-tonk, funky soul and guitar-heavy rock and roll, at a time when the band is actively revisiting and its own canon and reevaluating its legacy. Like the group’s current jamming style, Exile’s songs are gritty and loose enough to spiral into the unknown, but still focused and tight enough to fit with the band’s polished performance approach. Even the album’s theme—life in a rock and roll band—feels congruent with the band’s return and current neo-classic period. Plus, something about the Stones’ glimmer feels particularly relevant given Festival 8’s Los Angeles-area location.

Like Talking Heads’ Remain in Light and Velvet Underground’s Loaded before it, Exile on Main Street is also a relatively left field selection by an influential artist, though most fans were likely more familiar with the LP than they think thanks to its ninth track, “Loving Cup.” Phish debuted the song in 1993 to showcase McConnell’s new baby grand piano and the piano-rocker has since blossomed into one of Phish’s most cherished covers.

The Halloween story unfolded in classic Phish fashion: after “killing off” potential album choices on Phish.com for weeks, the band revealed Exile Saturday afternoon by handing out Phishbills to fans as they entered the concert grounds. Branded a “Schvice” publication after the band’s old newsletter, The Phishbill was loaded with informative information (an essay on Exile on Main Street written by Fricke), the band’s trademark sarcastic wit (humorous band bios, a glossy promotion for Time Turns Elastic sweatpants and inside jokes about everything from recent ticketing issues to Phil Lesh’s liver donation raps) and informative information laced with sarcastic wit (a fake advertisement for David Bowie with UB40 shows at Miami, FL’s American Airlines Arena from December 28-31 where Phish is rumored to play this New Year’s Eve). Immediately before Phish took the stage for its Halloween set, a video mash-up by remix producers/DJs Eclectic Method of all 99 potential album choices was also show on the festival’s jumbo screens (the montage ended with a 1970s Stones clips).

A throwback to its early Halloween covers, Phish stayed relatively true to the Rolling Stones’ song arrangements, aided by a punchy horn section (trumpeter Dave Guy, trombonist David Smith and saxophonist Tony Jarvis) and pair of backup vocalists (Saundra Williams and Dap-Kings matriarch Sharon Jones). The album’s opening number, “Rocks Off,” found the band interjecting a touch of its signature qualities (vocal harmonies, bright guitar solos) into the Stones’ trademark boogie. The set belonged to Page McConnell—who relied mostly on his trusty grand piano—and Jon Fishman, who not only sang Keith Richards’ vocal parts, but did an admirable job replicating Charlie Watts’ march-drumming technique. Throughout the set, Anastasio alternated between two Languedoc guitars, one tuned to replicate Richards’ trademark rhythm guitar parts, the other for electric solos.

The four members of Phish alternated lead vocals early on with McConnell singing on the juke joint boogie “Rip This Joint,” Mike Gordon utilizing his bluegrass-schooled high-pitched voice for the bluesy “Shake Your Hips” and Fishman offering straight-ahead versions of “Sweet Virginia” and “Happy” (McConnell actually sang lead on “Sweet Virginia” the one other time the band played the song in 1999). Though “Casino Boogie” contained a nice, rocking “Character Zero”-like jam, the set’s first real improvisational vehicle was “Torn and Frayed,” which shifted into the ether briefly before Anastasio strapped on an acoustic guitar for the country song “Sweet Black Angel.” Each Halloween Album has also introduced a few new songs into the band’s steady rotation of covers and “Torn and Frayed” feels like the strongest contender for Phish canon status—like “While My Guitar Gently Weeps,” “Drowned,” Crosseyed & Painless” and “Rock & Roll” in years past.

Fittingly, “Loving Cup” was positioned in the middle of Exile and, along with a line about California in “Sweet Virginia,” drew the set’s loudest applause. From there the band breezed through the album’s deeper cuts, with Anastasio settling on a style that meshed his trademark jazzy tone with Richards’ lead-style of rhythm guitar playing. As the set rolled on and the band became more comfortable, it opened up as well, segueing from the swampy blues of “Ventilator Blues” into a trippy segment that climaxed during “I Just Want To See His Face.”

Though they will likely be overshadowed by Exile in history books and Phantasy Tour posts, the group’s additional sets also contained several moments of note. As expected, the band’s afternoon set favored tight song structure over dark improvisation, opening with a rocking “Sample in a Jar” and a clean, sharp “Divided Sky.” Anastasio addressed the crowd directly for the first time all weekend—remarking about the polo field’s crisp grass—before handing over the microphone to McConnell for the light mock lounge song “Lawn Boy.” Since its debut at Jones Beach in June “Kill Devil Falls” has developed nicely into an elastic rock-number that like “Chalk Dust Torture” and “Birds of a Feather” can stretch from a short, tight rocker into a lengthy vehicle for improvisation, and Saturday’s version helped loosen the group up for its extended show. The rest of the set bounced between long-form compositions like “The Squirming Coil” and “Run Like an Antelope” and high-energy crowd pleasers like an extended “Runaway Jim” that ran into a bouncy-heavy “Possum.” The festival staple “Bathtub Gin” also showcased the rock-and-roll piano that the members of Phish were likely first introduced to through classic 1970s rock acts like the Rolling Stones.

If the group’s first and second sets showcased song structure, Phish’s third set was a forum for improvisation. It opened with a version of the reunion anthem “Backwards Down the Number Line” that expanded twice—before the final chorus and after the song’s final composed section—and then jumped into the group’s strongest “Fluffhead” since the song came out of retirement this past March. As the group moved into the “Fluff’s Travels” portion of the composition, the eight wooden installations at the back of the concert field also started spitting fire that seemed to dance along with the song.

Appropriately enough, the real meat of the group’s third set was a long, funky “Ghost” that stretched out into a synthesizer jam, before returning to the song’s structured segments. Phish then dusted off the now underplayed Los Lobos ballad “When the Circus Comes to Town” and brought its third set to a close with a bass-heavy take on its signature song, “You Enjoy Myself.” All of the evening’s guests then returned for a unique, full–sounding version of “Suzy Greenberg” infused by the guest horn section and vocalists. After bringing the “Suzy” to a close the band huddled and decided to jump back into a jam for a rare “Suzy” reprise.

“You decide what it contains/How long it goes/But this remains,” Anastasio sang during “Backwards.” He’s talking about old friendship, but the same sediment can certainly be applied to the band’s latest album conquest, which will no doubt continue to influence the band as it moves into its next phase of existence. “The only rule is it begins/Happy happy oh my friend.”