At 4:30 A.M. on Sunday, Kanye West ambled out on Bonnaroo's main stage, which was decked out to look like a distant, rock-strewn planet. The sky was a brilliant shade of blue as the sun crept up on the horizon, illuminating miles and miles of flat Tennessee farmland. Thousands of people, many of whom had been awake for almost 24 hours on an endless binge of music and drugs, had been waiting for nearly two hours – leading some to start chanting, "Fuck Kanye." But the bass blasts coming from the stage revitalized the crowd, who summoned their last energy for Kanye's powerhouse 90-minute set. One young tripping hippie in the crowd said the scene was "like being in the city in the clouds from The Empire Strikes Back." Another hippie, Phil Lesh, who had just finished a three-hour set of his own, found a spot near the beer stand and craned his neck for a better view. For the thousands of hard-core partiers left standing for West's show – highlighted by "Gold Digger," "Flashing Lights" and "Jesus Walks" – the sight of one of the world's biggest pop stars performing his hip-hop space opera as dawn arrived was an exhilarating, mind-blowing communal experience, and just one of the reasons that 70,000 music fans, and more than 150 artists, converged from June 12th through 15th on a 700-acre patch of grass in Manchester, Tennessee (population 8,300).
"Anywhere you go at Bonnaroo, people are having a great time," says Analise Smith, 21, who drove 16 hours from Key West, Florida, for her second trip to the festival. "I wish I could live there." For one long weekend in June each year, the fields around Manchester become the most densely populated area of Tennessee, with campers forming a temporary city, complete with its own post office, radio station and horse-mounted police force. (This year, there were 78 arrests and 124 citations, many for drug-related charges. Those detained were hauled off to the police station in Manchester. The masses generated 79 tons of garbage, assembled 60,000 tents and visited 1,250 porta-potties.)
On Thursday, two hours after the music began, thousands were still stuck in traffic jams on I-24. The opening night highlight was a four-hour show featuring back-to-back sets from Brooklyn's MGMT, prog-rock upstarts Battles and Vampire Weekend, who did their best to add improvisation – a tradition at the 'Roo – to their tight set. "We played a new untitled song," says VW drummer Chris Tomson, laughing. "And we added eight extra measures in the middle. It was pretty exciting!" Tomson, who wore a Phish T-shirt during VW's set, represents a handful of musicians who had previously come to Bonnaroo as fans. "I was in high school, and I drove 15 hours from New Jersey to get here. Seeing Trey Anastasio was my favorite moment," says Tomson.
The festival site is built around a core 100-acre area of stages, tents and vendors called Centeroo, surrounded by 600 acres of campgrounds. Revelers set up tents and park RVs in the campsites, which are divided into 86 sections with movie-themed names like Camp Prince Akeem and Camp Jeff Spicoli. A general store sells essentials such as toilet paper, ponchos, Froot Loops and flip-flops. Hot showers are offered for $5, though most just try to wash off the dirt, sweat and stank in the communal sinks. The main thoroughfares of the campgrounds – named after Manhattan streets – are packed with official vendors and entrepreneurial kids selling band T-shirts, Sixties posters, weed-infused grilled cheese and LSD-dipped Pez candy. A dude wrapped in an American flag, calling himself Jim Morrison, wanders around offering mescaline pills. Fans roam the vendor carts, where they find everything from alligator feet to tofu dogs. A daily newspaper, The Bonnaroo Beacon, arrives at each of the campgrounds. Kids scan its pages, filled with photos and stories about yesterday's shows, before flipping to the pocket-size schedule to plan a new course of action.
For anyone with a blue VIP laminate, life is a bit cushier. The sprawling backstage area offers a batting cage, swag outlets for performers, free American Spirit smokes, troughs of cold Bud Lights and plenty of barbecues. In the area behind the main stage, Jack Johnson's crew sip tequila-and-orange-juice concoctions. "I love the backstage," Johnson says. "I love the hangs, the parties and the people you get to meet. That's one of the more memorable parts of Bonnaroo."
Hours before West's emergence, Pearl Jam rocked a capacity crowd, with more than 60,000 fans corralled in front of the main stage. "Eddie comes to the gig and figures out the set by taking the vibe of the place," says Pearl Jam guitarist Mike McCready. "It changes every show." For their headlining slot, Vedder led his crew through classics such as "Porch," "Alive" and "Black," and a cover of the Who's "Love Reign O'er Me." He also used the occasion to touch on politics. "It is proven that this many people can change the world," he said. Pointing into the crowd, he added, "It is welded into the Constitution that people not only have the right but the responsibility to make change." During a rendition of the haunting Victoria Williams song "Crazy Mary" – with the refrain "Take a bottle, drink it down, pass it around" – Vedder hopped off the stage to share his red wine with fans in the front row.
Vedder was just one of the artists who came to 'Roo not only as a performer but as a fan. He hung with the Olsen twins, catching Cat Power's set, which included a version of "The Tracks of My Tears." Robert Plant watched pedalsteel wizard Robert Randolph, who kept busting out Zeppelin riffs in a fruitless effort to draw Plant onstage. Still, it was the Friday-night set by Metallica that attracted the most admiring peers: artists like My Morning Jacket's Jim James hung outside the metal gods' pre-show jam room, straining to hear them warming up. "We were on the side of the stage watching Metallica melt faces. It was amazing!" says Mastodon bassist Troy Sanders. "I'm stoked they're letting us metal people invade." After a blazing set – which highlighted the thrashiest material from Kill 'Em All and Ride the Lightning – drummer Lars Ulrich hung backstage. "I got a couple hours of debauchery with some of the guys in the Sword and Mastodon," Ulrich says. Later that night, Metallica guitarist Kirk Hammett added to the vibe of musical camaraderie by sitting in with My Morning Jacket during their epic four-hour set, shredding on the fan favorite "One Big Holiday." Hammett also joined Les Claypool and Gogol Bordello's Eugene Hütz for a raucous jam on Friday. "Every year, we manage to have some actual musical fun with our friends here," Hütz says. "It was wicked."
Even after Metallica wrapped up, fans kept the party going. "Bonnaroo is perfect at night," says Bethany Parks, a 19-year-old Tennessean. "During the day, people are just kind of wandering around; at night things start hopping." Each evening, kids gathered in circles to smoke joints or drop Ecstasy and check out attractions like the air-conditioned comedy tent, light sculptures or the silent disco – where everyone danced to music pumping through wireless headphones. Near the Ferris wheel, Tom Gabel, singer for Against Me!, observes, "It's fuckin' rad to be a part of this," taking in a huge crowd of passersby. At a stage nearby, M.I.A. shocked the crowd by announcing that Bonnaroo would be her career-ending performance. "This is my last show," said the Sri Lankan MC, wearing a Day-Glo orange shirt and sequined hot pants. "And I'm glad I'm spending it with all my hippies."
This story is from the July 10th, 2008 issue of Rolling Stone.