It's hard to decide which Virgin Festival [ tickets ] act had bigger balls: Saturday's north stage opener Fountains of Wayne for not playing "Stacey's Mom," or Panic! at the Disco for strutting around in broad daylight churning out a cover of "The Weight."

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By somehow deciding to insert The Band anthem into their mid-afternoon set, Panic took the prize. The act was just one of the dozens of incredibly diverse offerings of musicians, rappers, DJs, performance artists, roller girls, stilt walkers, fire artists and celebrities who braved the heat Aug. 4 and 5 to attend Baltimore's second annual hosting of the rock fest.

Dressed uncharacteristically for the street instead of the stage, Panic's Brendan Urie and company are usually better suited for darkened stages to maximize the full effect of their theatrical bombast. But here in the harsh light and choking dust clouds of Pimlico Raceway, Panic rose to the occasion, delivering a blistering set which pivoted around their biggest hit to date, "I Write Sins Not Tragedies."

The festival opened about 26 hours earlier as temperatures already bumped against the humid 100 mark. With a synthesized blat and a flurry of beats supplied by its two synchronized drummers, Shout Out Out Out Out opened the festival, hitting the sweaty dance stage at 12 p.m. sharp.

The band's volatile dance music got the early birds moving immediately and served as a fitting high-octane launch to a day that just wanted to sap every ounce of energy from the 43,000-plus attendees. Despite the fact that the lines were always longer at the beer and cocktail concessions than the shade tents and misting fountains, the crowd seemed to pace itself, taking in not only the variety of music, but a plethora of side shows.

Each day, there were wrestlers, performance artists spinning through the air in robotic harnesses, strolling entertainers on stilts, scantily-clad babes swinging hula hoops, or roller girls jetting around the grounds in tight formation.

A mall of philanthropy booths offered outreach and information on causes supporting the homeless, the hungry, children lacking healthcare, even offering Maryland residents a place to register to vote. Several fan-cooled geodesic domes scattered around the grounds were stocked with ferns and recharging massages, and a "Green Tent," fashioned from bamboo and billowy hemp canvasses, was ground zero when Virgin-everything founder Sir Richard Branson joined actress Darryl Hannah in touting a level of environmental friendliness that made America's Live Earth scene look like a garbage dump.

While it appeared by the end of each day's activities that there was enough trash left on the ground to choke a couple of landfills, Sir Richard had the wherewithal to ensure almost every beverage cup, napkin, plate and utensil would be nothing more than compost by the time next year's Virgin Festival rolls around. And Hannah, who helped coordinate the massive "greening," also pointed out that 99 percent of the fuel used to power all the stages, vendors and site lighting was being generated with the cleanest biofuels possible.

But, while all the sideshow action served as a momentary diversion, the nearly 80,000 attendees who turned out over two days for the Virgin Fest were obviously there to check out the bands. And Sir Richard and his team rose to the occasion in this department admirably, with 40 official acts crossing over enough demographics that virtually everyone in attendance certainly had to have at least a few favorites each day.

Cheap Trick was in excellent form--mixing up some monster radio classics like "Surrender," "The Dream Police," and "I Want You To Want Me," with the quartet's newest tune "Welcome to The World"--featuring the trademark power chords of Rick Nielsen's many interesting guitars, Robin Zander's sometimes straining vocals and the kind of jackhammer drumming only Bun E. Carlos can deliver.

The disappointment of the day Saturday was pop diva Amy Winehouse, who seemed flat and uninspired, leaving her accomplished and very cool backing band and do-wopping singer/dancers to carry much of the weight. Despite rousing the sun-drenched crowd to its feet for her current radio staple "Rehab," Winehouse did little more than wet the audience's appetite for Incubus.
That California-based outfit seemed most comfortable in the sultry Baltimore heat, probably because they had plenty of time to bulk up their base tans on the So-Cal desert-floor festival circuit.

While Panic! at the Disco certainly had the balls, Brooklyn's Beastie Boys [ tickets ] were one of the Virgin Festival's standout acts. Hopping and rapping from all corners of the stage, playing their own instruments half the time, it didn't take Mike D more than three songs to shout out the observation, "It's hotter than a Mo-Fo," tossing his suitjacket aside before the band hit the pedal for a 100-miles-an-hour take on "Tough Guy."

Popular staples like "No Sleep 'Til Brooklyn," "Brass Monkey" and "Intergalactic," matched up well with new instrumentals from the Beasties' latest, "The Mix-Up." Mix Master Mike was in particularly rare form, eliciting raves from the audience and praise from his bandmates as he flipped LPs onto the turntables to inject his one-of-a-kind magic into every number.

TV on the Radio [ tickets ], with Katrina Ford sitting in, kept the south stage jamming with their compelling world-flavored brand of rock, but lost most of their audience to the north stage as The Police [ tickets ] came on to close out the Saturday set. Sting, Andy Summers and Stewart Copeland kept the remaining concert-goers pleasantly occupied for nearly 90 minutes, staying dead-on to the important formula hits "Message in a Bottle" and "Roxanne," while applying some adventurous variations to "Wrapped Around Your Finger" and "When the World Is Running Down."

The former had Copeland temporarily shedding his drum kit in favor of walking to various cymbals and other rhythm instruments to enhance the accompaniment, and the latter featured one of the most searing Andy Summers guitar jams I've seen, which even caused an admiring smile to temporarily replace stoic Sting's perpetual frown.

Thankfully, Sunday dawned with the promise of some respite from the humidity, but the high pressure also promised to usher in possible afternoon storms that held off until the final two hours of the festival, turning the dry grass and dusty tracks around Pimlico's infield to a sticky, muddy mess.

Where Saturday had most of the popular acts appropriately assigned to the main north stage, Day 2 of the Virgin Festival gave the south stage headliners the most consistently large and energetic crowds. Seattle based openers Aiden had to earn their way onto the bill courtesy of fan votes and text messages as part of Virgin's "Book the Band" promo, and they seemed extremely grateful, blowing up a monitor on the first song, and even offering to help wake up the security and medical support nice and early by calling for a double shot of crowd surfing and moshing about 10 minutes into the hour long set.

Brazilian-born CSS (Cansei de Ser Sexy) was no less energetic opening Sunday's north stage a few minutes earlier with their choppy electro-pop going out to just a few hundred early risers who were probably more interested in staking out a spot right up front than seeing these up-and-coming international Indie contenders.

Hasidic rapper Matisyahu [ tickets ] easily reigned 80 percent of the folks on hand back to the south stage with his highly entertaining and refreshingly profanity-free set. Hopping and spinning back and forth across the stage, Matisyahu brought yet another subtle shade of diversity to the weekend's lineup.

It's hard to imagine why the promoters allowed capacity crowds to cram into the smaller mid-stage space for popular acts live Velvet Revolver [ tickets ], 311, and, arguably the other biggest hit of the weekend, the surviving line-up of Wu-Tang Clan [ tickets ], while aforementioned CSS, Spoon and Regina Spektor languished on the cavernous north stage.

Speaking of Wu-Tang: despite being about the only act of the entire show to keep fans waiting nearly 20 minutes beyond their scheduled start time, Method Man, RZA, Raekwon, GZA and Ghostface Killah made up for it with more than 45 minutes worth of high energy, profanity packed urban hijinx.

The Yeah Yeah Yeahs delivered their unique brand of heavy-hitting rock. Karen O's (Orzolek) lack of sweet sounding vocals and model-perfect looks simply made this band more interesting to look at as well as to hear.

Festival closers The Smashing Pumpkins [ tickets ] played more than four times as long as their set a few weeks earlier at Live Earth, but for some reason--perhaps the steady rain which started in earnest just before they hit the stage--their energy failed to ignite, even on late set favorites "Tonight, Tonight" and "1979."

Kudos to Sunday's Dance Tent fixtures The Crystal Method [ tickets ] for a nearly 90-minute nonstop extravaganza of electronica, and M.I.A., who kept the floor packed and pumping all the way until the final few seconds of the showcase. And on the rocking south stage, 311 packed the field again, seeming to stretch their set even a few minutes past the 10 p.m. curfew.

Although the broiling heat and ass-kicking humidity had the potential for deflating even the most sturdy concert-going crowd, the 2007 Virgin Festival paced itself through a two-day marathon that seemed as much fun for all the bands and collateral performers as it was for the tired but satisfied throngs who marched out of the venue, some already excitedly predicting what next year's event may offer.