The second annual Outside Lands Music & Arts Festival returned to San Francisco’s Golden Gate Park from August 28-30. Like the festival’s inaugural year, the event featured an eclectic blend of rock, pop, hip-hop, jam, folk, metal and indie acts, as well as a mix of local food vendors and wineries. More so than even its big brother festival Bonnaroo, Outside Lands felt grounded in its surroundings and opened its stage to local acts like Tea Leaf Green, Dodos, Brett Dennen, Big Light and West Indian Girl, among others.

Though the festival’s sophomore year lacked a marquee act with the jazz of Radiohead, the event offered headlining sets by two veteran road warriors: Pearl Jam and Dave Matthews Band. Outside Lands was also set to feature a third headlining set by the Beastie Boys, but called in comedy rockers Tenacious D after Adam “MCA” Yauch was diagnosed with cancer. In total, approximately 100,000 fans reportedly attended the festival over the course of three days.

Pearl Jam headlined Friday, offering a mix of radio classics (“Animal,” “Go,” “Betterman,” “Daughter,” “Alive” and “Evenflow”), covers (The Who’s “The Real Me” and Victoria Williams’ “Crazy Mary”) and songs from its forthcoming album Backspacer (“The Fixer,” “Got Some”). The band also closed its set with a second encore consisting of two Neil Young songs: “Throw Your Hatred Down,” from Young’s collaborative album with Pearl Jam Mirror Ball, and “Rockin’ in the Free World,” a song Pearl Jam co-opted in the early 1990s. Eddie Vedder also told a story about falling ill after seven songs the last time his band played Golden Gate Park in 1995 and asking Young to fill in. The famed guitarist proceeded to debut “Act of Love” from Mirror Ball and front Pearl Jam on a number of his own classics.

Likewise, Dave Matthews Band mixed reliable, extended jams including “Lie in Our Graves,” “Two Step” and “Ants Marching” with tracks from its recent Big Whiskey and the GrooGrux King such as “Why I Am,” “You and Me” and “Shake Me Like a Monkey.” The band also brought Black Eyed Peas members and Fergie out for a strange 13-minute “Jimi Thing” that referenced Sublime’s “Santeria” and featured several shout outs from the song’s guests (at another point in the show Matthews nodded to festival performers the Dodos). Later on, fellow Outside Lands performer Robert Randolph took the stage to play pedal steel on extended covers of both Bob Dylan’s “All Along the Watchtower” and Sly Stone’s “Thank You (Falettinme Be Mice Elf Agin).”

The rest of the weekend was surprisingly short of sit ins, though Antibalas’ saxophonist Stuart Bogie continued his run of summer shows with TV on the Radio and Jenny Lewis sat in with Conor Oberst and the Mystic Valley band for a version of her group Rilo Kiley’s “Portions for Foxes.” Oberst’s festival set and late night gig at the nearby Mezzanine are said to be some of his last with this version of his Mystic Valley band. Q-Tip also reunited with his former bandmate Phife Dawg for “Award Tour” from A Tribe Called Quest’s Midnight Marauders.

Metal ruled much of Saturday’s set with appearances by prog-titans The Mars Volta, the new hip-hop/hard rock supergroup Street Sweeper Social Club and hipster-metal rockers Mastadon, while tributes dotted the entire weekend: Randolph riffed on Michael Jackson’s “Man in the Mirror,” Q-Tip saluted DJ AM and M.I.A. sampled the Beasties’ “Intergalactic” and “Sabotage.” M.I.A. also spoke out against the festival’s decision to replace the Beastie Boys with Tenacious D. “CANT BELIEVE THEY REPLACED BEASTIES WITH TENACIOUS D ??????????????????????AND IF I PULL OUT THEY SUE! SO REALLY? TENACIOUS D AFTER ME ?,” she wrote in all caps on Twitter. “P.S I ORIGINALLY BOOKED ON SHOWS COZ BEASTIES WERE HEADLINERS , BUT NOW THEY AINT DOING IT AND I JUS WANNA SAY , WE HAVE TO GO HARD!!!” Nortec Collective, a Mexican band from Tijuana that blends electronic styles with Mexican beats and horns, also replaced Lila Downs on the schedule.

Tenacious D closed the weekend with a colorful mix of comedy and rock. Jack Black announced that he turned 40 and proceeded to do cartwheels and a handstand. Kyle Glass called Black’s stunt double, Jimmy, onstage. “Come clean, come clean” he said. The duo pretended to fight, then sang that as long as there’s a record deal, they’ll be friends. Another comical moment included the appearance of “The Metal”, a character dressed in a metal robot costume that Black says“defeated punk, grunge, new wave, etcetera.”The show was the group’s first appearance at a major U.S. music festival.
Other standout performances included Modest Mouse, The Dead Weather, Ween and Akron/Family.

Additional reporting by Ian Stone and Richard B Simon