Four years prior to this night, the Halloween '94 show yielded several (arguably) best-ever takes on classic Phish songs on top of that outlandish Beatles cover; this is a more ambivalent pleasure. Not for nothing did the band choose the somewhat dopey fun of the November Hampton shows for a big-budget CD release rather than this weird outing.

The second set is probably the strongest Halloween costume in non-Phish (ahistorical) terms and the first set is standard excellent late '98 stuff, but it's the third set that gets the (decidedly mixed) press. Yes, it's three songs in just over 50 minutes; yes, Trey apparently walked off the stage in a weird mood mid-Ghost jam; yes, Wolfman's Brother tops out at a half-hour of complex, largely ambient improv. Like the 46 Days from 2003's IT festival, this late-nite Wolfman's has a terminal feeling to it; the song passes through a cloud of fearful noise before emerging into an exhausted groove, which leads in turn to Piper. Piper and Ghost have an ominous feeling; the ending of Ghost is downright scary. This show is *different* from the usual, as a Halloween night should be. Serious, somehow. The next show is the playful yin to this one's twilight yang, and both have entered the canon, though for very different reasons.

Trey wore a wolfman mask and kept staring at me. He wasn't the only one who pee'd his pant that night. Oh boy what a 3 nights that was (the scary ass Reba from EL Lay included). I like terror-rock. It's what I'm addicted to - the terror on the faces of those around me and absolutely feeling like everything is about to completely self destruct and then.... somehow.... luxurious magical wonderment and beauty and humor. I like to be scared; it's not all rainbows and unicorns, but it just might be in a minute, if you let it..

Going into this show after a very very strong first night, energy was contagious. Of course everyone is talking about what they will cover. People who know people had some insight into this that and the other. But when they handed me the playbill I flipped out. VU IS ONE OF THE GREATEST BANDS OF ALL TIME. And I was very familiar with the record. But I must say that I would have never thought they would play that album! Total surprise. Most oh and won't admit it but people were disappointed after getting the playbill. Straight up.

The first set was well executed. Strong. Energetic. It had the whole myriad of feels.
The second set changed people minds. It was the best played musical costume in my opinion. (At that point in phish history)They smashed it.
Jammed it out. Crazy great feelings. Emotional. Dark. Real. They did it great justice.
Third set was crazy. It's like the culmination of artistry and the Vegas oberwhelming flashy fake shit was about to be smashed.
The boys went to places they don't normally. It was a full fledged excorsism. Trey scarred himself. That "place" he looks up at on the roof looked back at him and he no one knows but him what he saw/felt.
But being Trey, he can navigate through the ethers that way. Wolfmans was exotic, evil, fun exploratory. Personally, I loved it.
In short, the third set was not for people who are afraid to look deep inside.
Period. It was one of the greatest pieces of improvisation ever. The forefather to the future late night ambient jams and crazy all night vocal-less musical pieces.
It was a privelage to attend.
Sleeping monkey was perfect. Excellent landing gear.
We all needed that.
Two days later in salt lake, my home town, phish came out and stripped it all down and played to 2900 people and probably felt like they did in the late 80s.
The rest is history.

An excellent review of the 3rd set I read:

There’s a lot of aggression in the Piper but that may have just been an attempt to get straight.

That room was completely upside down. I saw the light rig smash through the ceiling and reveal a starry sky above. One of my most memorable sets for sure.

Also, I remember this, and I can imagine it getting inside Trey’s head while the portal was wide and weird during Wolfman’s:

“There was a dude, second row or so, right in front of Trey in a full on space alien outfit with what looked like a professional Hollywood, good enough for the movies mask and gloves and a metallic coat. That dude DIDN'T MOVE the entire night. Just stared at Trey while the rest of the room boogied. I caught Trey staring at him few times, it looked to me that it was kind of freaking him out. I remember laughing with my buddy about that guy. I mean he was committed. Never even bobbed his head, just stared at Trey with big black alien eyes... s***, maybe he was a legit f***ing alien, I don't know... would of been a good place to hang out if you made the intergalactic trip. “

I can't get enough of this show. Actually, I can say that about most 1998 ambient jams, but I've always been a huge Velvet Underground fan, too. This would have been THE Halloween of all for me to see. I mean, there's not a one of them that I would "look in the mouth," if you know what I mean. This one, however, is special.

@waxbanks is the scholar of all this ooey-gooey stuff a la 97/98, and if you haven't read his book A Tiny Space to Move and Breathe, run right out and grab it. He does a better job describing the evolution of these sounds than anyone. That said, I'm surprised that no one ever really mentions how Trey leans on a certain progression from Traffic's "Low Spark" after the roughly 25:30-minute mark. It's subtle, and it could be that I'm just hearing jammy Venn diagramming, but I do hear it. Perhaps it's more the Phil Lesh Quintet-style "Low Spark" than the original, but it's there and provides Trey structure.

The "Howling Wolf," as I like to call it, is a masterpiece of ooey-gooey psychedelic ambience, and I love how it turns up in mixes like Curt Lyon's "Clouds" or "Sunken Caves." It really is something special. But to add in VU (exceptionally well played) and a tremendous first set, and it's tailor made (for me). I even think the weird (some say epic fail) end of Ghost adds to the mystery of this most moody of the Halloweens.

This is by far my favorite musical costume. Edgy and dark. A lot of little things Phish usually aren't.....so it really was a true musical costume. I've worn this show out a thousand times over. It's all really good but they kicked ass covering Loaded. Brilliant stuff. Head Held High is a song they should really surprise people with more often. 5 Dark, Trippy Stars. ☆☆☆☆☆

If you weren’t in attendance for this show and want to hear the best review about it all you need to do is listen to the crowd applause after tweezer reprise!

It was a magical night and unlike any phish show I’d ever been to. And from my perspective I left feeling like I was a part of something historic. I’ll never forget that third set…my friends and I were completely taken away by Piper. Still to this day it’s the best Piper I’ve seen live.

Great first set. Controversial second set to say the least. The Wolfman's contains a moment that maybe I can help clarify.

As someone who is actively playing this music for people, live and in the moment, I think Trey and perhaps the rest of the guys just had a moment where they absolutely stopped caring, on any level, about people's expectations, including the whole idea of being a paid performer in that moment. I think it was also perhaps, and this is me projecting, a bit of frustration at the immensity of the insane energy that was starting to surround the band at that time. Again, speculation, but I think that's what we hear in Wolfman's - frustration. Perhaps frustration that the 2nd set was a letdown for some people.

Either way, it's really strange and interesting and not for the faint of heart.

All three sets of this show are worthy, IMO, though for differing reasons. The first is the type of set I'd love to see nowadays, with a creative setlist and noteworthy jams. The second set warmed me up to The Velvet Underground, from whom before I'd only heard Sweet Jane or maybe I'm Waiting for the Man on the radio. I've since delved more deeply into their catalogue (all 5 or 6 LPs of it? LOL), which I'm sure was a happy byproduct of (rumoredly) Page's selection of this musical costume. The third set is challenging, but full of teases and with a recommended version of Wolfman's... hey, any extended Wolfman's is okay with me. And if you had trouble with the "vibes" after the Ghost, I hope you attended 11/2/98!

SET 1: Axilla: Great opener, very energetic. >
Punch You in the Eye: Can’t be beat in the two hole, keeps that momentum going strong. >
Roggae: Will this be a breather or will they smoke it? Turns out this one was meant to be a breather.
Birds of a Feather: Short but ripped front to back.
Sneakin' Sally Through the Alley: Page is super funky in his solo, down, and dirty. Good to see the intent is to jam this one! This one is nice, slow, and funky. Big, ‘ol loops at 8:16 (man, I MISS these). Pretty mellow jam definitely adopts that signature 1998 ambient style. At 10:19 you can hear Trey begin angling for CDT. At 10:41 Page sounds just like JoJo from Panic. Killer segue… ->
Chalk Dust Torture: Fairly mellow jam but at 6:33 Trey hits that reverse delay and that lasts through about 7:15. Solid version, it really does not opt for that big rock peak. Instead, it suddenly… >
Lawn Boy: Ahhh, nice. Let’s get that Vegas lounge style act front and center here. I like it! Crowd goes absolutely nuts for this and even more so upon the opening notes of…
Mike's Song: Wow! Playing three sets and we get a Mike’s at the end of the first set? Band means business, clear intent is indicated that they mean to destroy Las Vegas on Halloween! Big, ol loops to kick the jam at 2:48! I love the effect they grab on to at 3:20 and repeat about 12 times. This one rages through the end of the first jam. There is a second jam, and it is very ambient. Very. You can hear Trey hit the opening chords of Frankie at 8:31 (LP version) which must have been a bit premature because they briefly go on to take it down an ambient path. Then again at 8:55 from Trey and this is when he clearly starts angling for the segue – a full 27 seconds before the actually… ->
Frankie Says: Pretty stock and standard version here. Love this tune. Interesting to put it in a Mike’s Groove. The only other time this was happened was at a show I attended – 7.14.00 Polaris – and Weekapaug did not bookend it like it did here at the Vegas show. >
Weekapaug Groove: Awesome trilling from Trey at 3:10. Things start to settle from the typical raging ‘Paug jam. At 6:39 Trey starts toying with the original theme. Again at 6:53 Page takes on that distinct JoJo sound. Trey is really egging on his mates at 7:35 for more with short bursts. From here things are getting back into that breakneck pace. 8:24 Trey sets a blistering pace with more trilling. Things suddenly seem to hit an awkward point at 9:16 but it’s just Trey taking a moment to hit that reverse delay and turn this jam into a Hendrix style smoke show. That is over at 10:33 and they are now heading for the ending. Smoking ‘Paug! Awesome set! I bet there was significant white knuckling going on during this set break in anticipation of what the album would be in set II!!!
SET 2: Who Loves the Sun? – Seems there is very little crowd reaction, most seem caught flat footed and don’t know what this is. I don’t know these songs from the VU as they were originally performed so I can’t really comment on much here.
Sweet Jane: Only familiar with the Cowboy Junkies cover that came out in 1988 and in Natural Born Killers. Love this tune. I remember getting the tapes for this show and just loving that Phish covered this. This particular version I think is absolutely fantastic. Go Page - great job man! Outstanding jam that comes out of this one, high energy for sure – all members on fire!!! They crush this.
Rock and Roll: Some major straight ahead raging in this one. Hair raising. Unabashed arena rock. Trey takes the opportunity to take advantage of that reverse delay around 10:05. Smoking!
Cool It Down: Nice! Another jammed tune!! They stay true to the original backbone of this one and keep it in a bluesy type of jam. Very fun, imagine it was amazing in the moment.
New Age: Whether you were familiar with this tune or not before they played it here: this would have been – um – interesting – on a head full in this setting. LOL. Great jam! The jam – just a little bit – reminds me of Bug.
Head Held High: Not much of an opinion here. It’s ok, I guess.
Lonesome Cowboy Bill: Way to go Fishman! Great job here. Fun! Another great jam here! Trey at 5:47, so sick. Very spacy effects at 7:36, love this. Trey crushes on the reverse delay and Page responds in kind with some mind-expanding stuff on the keys. This is FANTASTIC. Mike throws down some great lines too. >
I Found a Reason: Not a fan of this one.
Train Round the Bend: Catchy tune. Mike does a great job on the vocals.
Oh! Sweet Nuthin' – Such a poignant tune. Page is great on vocals!

SET 3: Wolfman's Brother: Pieces of the intro are slightly tentative and sloppy at times. Things are very slow and funky in the early going. Mellow. Trey mostly drops all the way out of the mix save for a sparse effect or two for about a minute and a half but returns to the fray at 9:20. Around the ten-minute mark, things start taking a dark and intense turn. Trey cues up a huge loop at 11:33 and this is turning into a white-knuckle ride. In the late 16’s, Trey starts chording and Page gets on the baby grand and it seems like they might be angling to go into something else. Nope. A minute later Fish is on the vacuum and this is turning into a hellscape. Tough to handle on a head full I bet. Late in the 23’s this sounds like they are going for NO2. Trey really hasn’t played his guitar for many minutes on end at this point. A bluesy jam makes it’s way out of the ether in the early 26’s. This eventually gains steam and really sounds terrific while keeping that loose, soundcheck type vibe. Killer! At 30:20 you can hear Mike and Trey start a brief idea about Piper and then about twenty seconds later they go for it… ->
Piper: There is almost three minutes of chill, patient building in this intro. Attention modern day Phish, this is how the song is supposed to be played! Take your time – smell the roses – the slow, patient build is a critical component to this tune! This is a solid version of Piper that basically winds down to almost silence before… >
Ghost: Big, ol’ loops to get this one started, the way it should be!! This composed section is a little faster than you would have thought it would be based on how the set had been going to this point. In what you would have thought would be the early part of the jam, they take it way down low and Trey and Page have a little bit of a duet. But, right after that this gets super low, fizzles out completely and they are done. LOL!!! What happened. Too much too fast. Vegas’d.
ENCORE: Sleeping Monkey: Solid. >
Tweezer Reprise: Nice cap from the night before.
Summary: Pretty interesting show. Thought the first set was a hoot! Really good. The cover set was excellent with plenty of jamming. Dig it. Wolfman’s was very cool; they took major risks in pulling that off but it works and is an all timer as far as I am concerned. But from there – I guess Vegas just got the best of them. Oh well. 4.5 seems to high considering the meltdown in the third set. I would think a 4.3 seems to fit this one well.
Replay Value: Sneakin’ Sally Through the Alley, Weekapaug Groove, Sweet Jane, Rock and Roll, Lonesome Cowboy Bill, Wolfman’s Brother.

I like this whole show. This first set is really where it's at--high energy and creative. The Mike's--> Frankie's --> Paug is one of my favorite Mike's sandwiches.

Did the guys come out in the 3rd set with painted faces or was that the a figment of my imagination?

Loaded is their most accessible album too. VU FUCKIN' ROCKS!!!

This what I remember from this show.

On Halloween night we took a cab to the T&M center from our hotel. When we were dropped off outside the venue there were just tons of people scattered all around. Alot! of people looking for tickets. People were pretty much the most out of control as I have ever seen at a Phish show. The most striking thing I remember was people throwing glass beer bottles and hearing them shatter everywhere. I was in shock..I just have never seen this before...this just plan out abandon in the parking lot before a show. Craziness.

Once we got in we saw the Playbill and it was for the Velvet Undergrounds Loaded. Our jaws just dropped because this wasn't even on our radar for an album. I thought to myself this must be a joke. I wasn't, at this point too familiar with this album and could think of 100 other albums I would rather them play. We were all shocked. But, then they come on and play first set and it was ok. Then they came out and played Loaded, it felt really dark and down beat. I left to go outside and there were many people out there as well and the ones I talked with felt as I did that there was just too much energy inside for such a down beat album. But the majority of the crowed was tuned up. The rest of the show was bad and no horns ever showed up. This was a big turning point in me and my friends for how we would look at Phish shows in the future. But, if you really want to hear the real story you have to listen to the Harpua from 11/2/98.