Friday, Dec. 18, and Saturday, Dec. 19

There's nothing here about the worst-kept secret of the week: Mr. Free and the Satellite Freakout as Black Sabbath on Friday night. Your intrepid reporter just couldn't stay up that late. She knew it was time to go when the over-the-top, kick-out-the-jams-deafening, vulgar-to-the-max (in the best possible way) MC5 tribute by the American Black Lung was putting her to sleep.

It was a long show; hardly anyone was there at 1 a.m. who had been there around 8:30 p.m., when the Stellas kicked things off as Pat Benatar, but as each new band brought in fans, the size of the crowd remained constant throughout the evening.

Spacefish, who are among the annual event's longest-standing contributors, performed a passionate Rage Against the Machine set, their songs a reminder of how much good remains to be done in the world. The Ghost of 505 delivered stunning guitar solos in their Tom Petty hits, and Emergency Broadcast System did a fun, shambolic set of soundtrack fragments, closing with a drenchingly melodramatic "I Will Always Love You."

The bands most likely to make fans regret selling their record collections ITE (in this economy) were The Swim covering NOFX and The Runaway Five covering Daft Punk. Their sets delivered what some fans like best about the Cover-Up: It can inspire a return to music we've long forgotten.

Saturday's runaway favorites were Seashell Radio covering Talking Heads. Singer Fen Ikner, normally the band's drummer, dressed the part in a pinstripe suit, but surprised everyone with his physicality once liberated from the constraints of his full kit. The band's energy and sense of fun got the crowd dancing and singing along from the first notes of "Psycho Killer."

Crossing Sarnoff and Young Mothers performed creditable covers of the Eagles and Neil Young, respectively, while the Break Up Party dug up '80s Bay Area punks Samiam. Fronting Flagrante Delicto, rapper Shaun Harris closed out the event with a memorable War set, highlighting Flagrante's versatile horn section. Harris' high spirits were so infectious that they made the night seem too short.

We might have wished for less-predictable song selections and less-reverent replication, but it would be hard to improve on the entertainment value.

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