In an era when superstar acts like U2 can barely fill stadiums inurban markets, this past August, over 60,000 Phish fans willingly traveled long distances to a decommissioned Air Force base in bum-fuck Limestone, Maine, to pay seventy-five dollars to see the show and camp out for theweekend. But this is no anomaly.

For the last two years, Phish have been one of the biggest draws onthe concert circuit; 1997's summer extravaganza, the Great Went -- whichwas held at the same site -- also drew more than 60,000 people, more thanany other single-band concert that year.

Phish will gross more than $4 million from Lemonwheel alone, but theband's manager, John Paluska, estimates that the band will have spent "significantly more than half that" on the show. Lemonwheel will capoff Phish's monstrously successful summer tour -- nearly all twenty-threeshows were sold out, attracting 443,853 fans and grossing $12.8 million --but the figures mean little to the band. "This event is the most symbolicthing we do," Anastasio says, "because we've built it from the ground up."He stops the cart at the beginning of the Garden of Infinite Pleasantries, a football-field-size area filled with meticulously designed rockgardens, soaring wooden arches, Japanese pavilions and a "Port-O-Let pagoda," a tower of five portable bathrooms stacked on top of one another.

As he shows off the site, Anastasio can barely contain his joy: "Lookat this, you gotta check it out." He stops in front of a giant clay ovenused to make flat-bread pizza. "These guys trucked in clay from Vermont and built their own oven. The stuff is fantastic," he says. Artists and landscapers -- most of them from around Burlington, Vermont, theband's hometown -- have already spent several weeks creating and designingthe garden. Anastasio ambles up to a pavilion that sits on a brand-new, man-made hill. "Hey, man, what's going on?" he asks a guy holding apaint stripper. "No one's happy with the color," Burlington native PrestonLee says. "I'm going to unpaint it."

"There's something genuine and positive going on here," Anastasiosays, adjusting the vintage 1970s shades he's placed over his regular wire frames. "We're in an era where conglomerates like SFX are buying up promoters and venues to rake people over the coals. Music has become a commodity, but there will always be a way around the system. I admirewhat Pearl Jam tried to do with Ticketmaster, but I don't want to fight.The solution is to bend the boundaries in our own way."

> Meanwhile, in the adjoining campground, the kids are partying *down*.The two camps -- Camp Foreman and Camp Ali -- are buttressed by runwaysand stretch for more than two and a half miles. (The most common query atthe information booth was reportedly, "How do I find my tent?") Most ofthe attendees have chosen to spend the nights in the campsite where thereare no showers, but at least the Port-O-Lets will be cleaned: Last year's big complaint was that telltale stench, so this year Phish have made surethat the sewage trucks can get in and out to empty them. "Don't worry," Anastasio says assuringly, "we've got it worked out."

As night turns into morning, the scene intensifies. Several makeshiftbands and drum circles set up in the lot, playing funk or merely sittingaround pounding out tribal beats, while a number of DJs spin disco, rap and drum-and-bass. "It's deep," says TJ Hooker from Massachusetts as heslaps another jungle record on the decks, to the delight of the crowd."Everyone loves it. Anything goes here."

And "anything" includes lots and lots of drugs. Nearly everything is for sale, but pot and the standard-issue hallucinogens -- 'shrooms andacid -- are the dominant forces. Two girls with giant buds of weed forearrings glide through the crowd, picking off ten-dollar amounts as they go. Of course, Phish's penchant for extended, psychedelic jams makes for the perfect toking music, and at first glance their fans could bemistakenly labeled Generation Numb. But while other music scenes, such as rave, goth and the Grateful Dead, have an undercurrent of seediness or evil, here a sense of purity and community prevails.

For Phishheads, the Deadhead ideology is still in full effect. The band accommodates a huge taping section, and among their fans there's much debate over the best show ever. Many Phishheads can rattle off setlists as though they were option calls (Phish never play the same set twice, improvise jams and often rework older songs). One baseball-capped kidsays to a friend, "Dude, Alpine Valley last year, second set: 'Simple,''Swept Away' with 'Steep,' 'Scent of a Mule' into 'Slave to the TrafficLight,' topped off by a killer 'Weekapaug Groove'!"

On the first night, the band plays its scheduled three sets, which comprise a few new tunes, some covers (highlighted by the Rolling Stones'"Loving Cup") and several old favorites, including the scorching finale,"Tweezer Reprise." But then, after the stage and the entire perimeter of the field arelined with candles, the band comes out for an improvised ambient jam a laBrian Eno. The set's freedom reflects the band's "no-analyzing rule," whichit adopted at the start of 1997. "We used to dissect each show todeath," says Fishman. " 'That was too fast, you didn't follow me.' Now we come off stage, have a few shots of tequila and hang out with our friends."

With a vibe that said they were entering a new chapter, Phishgathered to jam at a Vermont rehearsal space in February 1997. Their 1996 album, Billy Breathes, had come out a few months earlier, so the bandfelt no pressure to make another record. They just lighted some candles,plugged in their instruments and let it rip.

Excited by their new approach, Phish left for a short tour of Europe,and for the first time in their fourteen years, they didn't write setlists. Even the emphasis on their sound began to shift, from Anastasio'scrisp guitar solos to Gordon's fat, funky bass lines. Gordon, the mostquiet and reserved of the bunch, would usually defer to the others. "Now, if I'm taking risks," he says, "I don't have to worry about anyone saying,'What the hell were you doing out there?' It's much freer."

Anastasio agrees. "In late 1996, I was really trying to get away frombeing the lead guitarist," he says. "And it resulted in other peoplestepping out and becoming more confident. Especially Mike -- he's become a hugepart of the sound and we follow him."

In October 1997, Phish convened for four more days of taped jamming.It went so well that they decided to make an album. They had forty hoursof recordings, which McConnell whittled down to two. With Phish lyricistTom Marshall's book of lyrics in hand, they headed to Bearsville Studios,in Woodstock, New York, to record The Story of the Ghost, whichis due out October 20th. (Also due in October is the first authorized Phish biography, The Phish Book, by writer Richard Gehr; a concertfilm shot by Frat House co-director Todd Phillips will come out next year.) "This record was so much more collaborative," says McConnell. "Before, we'd learn the songs, then go onstage and play them. Thenwhen it came time to do an album, we'd say, 'Let's go into the studio andmake them good.' But, frankly, we never were able to do that song as well as wedid it six months ago in Dayton or wherever."

It's just before the third and final set on a frigid Sunday night,and the backstage area is buzzing. Among Phish friends and family, rumors of what tonight's finale will be are flying around the Betty Ford clinic, asthe makeshift backstage bar is called. A frazzled staffer has just comefrom the band's final meeting. "I can't stay," she says. "Trey and Fishdon't know what they're doing yet." What they end up doing is kicking offthe third set with an incendiary cover of the Beastie Boys' "Sabotage." No shit, really. The place goes absolutely bonkers, with 60,000 kidspogo-ing and shouting every word, proving that Phish fans are not just a bunchof hippie freaks -- music freaks is more like it. "Sabotage" is followedby an extended version of "Also Sprach Zarathustra" (best known as thetheme from 2001: A Space Odyssey) and a cover of the Beatles' "While MyGuitar Gently Weeps." Then things get interesting.

After a spine-tingling run-through of "Harry Hood," Anastasio lights a giant fuse with a huge fake doobie. The flame works its way around the stage and along the fence, where a mechanical elephant sits. When theflame reaches it, the enormous pachyderm comes to life, its trunk showering the crowd with water. A spectacular fireworks display ensues, and whilethe elephant is piloted into the crowd, the band plays Henry Mancini's"Baby Elephant Walk." No shit, *really*. It's a gesture -- albeit ademented one -- that unites the crowd and the band. Given their sense of community, their ambition and their challenging, generous performances, Phish have become the most important band of the Nineties.

After the finale, the band heads to the Betty Ford clinic, where they mill around hugging friends and family members. "It was fantastic," says Anastasio. "But we gotta burn more shit next year." (RS 796)