Russ Bennett describes himself as kind of a city planner. Except the city he and his cohorts are planning has been built and torn down annually for the last four years—and they're currently constructing it, more or less from scratch, for the fifth time. With the exception of a few roads, fresh water pipes and a fountain, there's nothing but trees and grass at 1560 New Bushy Branch Road in Manchester, Tenn., when Bennett arrives each May.

But those 700-plus acres will become the temporary home for 80,000 people during the four days of the Bonnaroo Music & Arts Festival. The empty pastures off I-24 will turn into the sixth largest city in Tennessee—a makeshift community of street performers, hippies, hitchhiking students, families in Winnebagos, and music fans of most every stripe, whether they pledge allegiance to Southern rock, world beat or the P-Funk Nation.

It is the diversity—not to mention the loyalty—of this unlikely population mix that has made Bonnaroo an anomaly among a crowded marketplace of summer festivals. Five years ago, when Bonnaroo first pitched its tents outside Manchester, music festivals had lost much of the luster and free spirit they once embodied. The flower-power ideals of Woodstock were three decades gone. In their place was the Altamont-like vibe of Woodstock '99, with its price-gouging and tribal aggression run amok.

This could have been the climate at Bonnaroo. But by tapping into the grassroots, almost retro idealism of the growing jam-band audience—a movement that draws sneers from hipsters, but has proved willing to embrace almost any music that can be shared with a bud—the festival became that rarest of objects: a spontaneous, organic pop culture event.

Other festivals attract eclectic lineups of artists, and audiences to match. A frequent point of comparison is California's much-lauded Coachella festival, which has much more of a music-snob cachet than Manchester's rumble in the jungle. But Bonnaroo has a communal vibe that steadfast fans say they've never found anywhere else.

Some people camp at Coachella, for instance, but not the majority, and it's only a two-day festival. Bonnaroo, by contrast, is the largest camping festival in the U.S. Nearly everyone who goes lives on site for three or four nights, and it's as much a social occasion or reunion as a concert. At Bonnaroo, campers often leave their sites unattended and almost always return to find them undisturbed. After midnight, as most of the headliners conclude their sets, many people spend the night wandering from lantern-lit campsite to campsite, armed only with a universal icebreaker: "What'd you see today?"

"A camping festival has an incredible amount of human energy that a non-camping festival cannot have," says Bennett, Bonnaroo's visual designer, a burly 55-year-old whose long white hair and bushy gray beard make him look like a cross between Santa Claus and Merlin the magician. "If everybody goes back to their hotel or whatever, they're not going to be having the same communal level that happens here. Just having 80,000 people all together is an incredible amount of human energy no matter what happens."

Today, Bonnaroo is the largest-grossing music festival in the U.S., raking in a whopping $13.4 million last year. The only 2005 music events to top that worldwide were two U2 concerts, one in London and one in Dublin. But at that level of success, the obvious question becomes, what next? How can the festival attract new audiences without alienating the Deadheads and Spreadheads who lit the flame? And how can it avoid becoming just another cog of the music-industry conglomeration its audience resents?

Relax. Breathe deeply. And listen...

So the Pranksters moved in and wired and wound up the place, and hundreds arrived for the "happening".... People dancing in the most ecstatic way and getting so far into the thing, the straight multitudes even, that even they took microphones, and suddenly there was no separation between the entertainers and the entertained at all, none of that well-look-at-you-startled-squares condescension of the ordinary happening. Hundreds were swept up in an experience, which built up like a dream typhoon, peace on the smooth liquid centrifugal whirling edge. In short, everybody in The Movie, on the bus, and it was beautiful...They were like...on! The Pranksters—now primed to draw the hundreds, the thousands, the millions into the new experience, and in the days ahead they came rushing in. —Tom Wolfe, The Electric Kool-Aid Acid Test

"I guess Woodstock was the prototype, or maybe it was the Human Be-In at Golden Gate Park," says Phil Lesh. As bassist and a founding member of the Grateful Dead, Lesh embodies the communal spirit that Bonnaroo has tried to recapture. With his current band, Phil Lesh & Friends (also performing Tuesday at the Ryman—see Critics' Picks on p. 31), he is the festival's closing-night headliner, as well as its link to a continuum.

In the mid-'60s, The Dead were at the center of the artistic and social revolution chronicled in Wolfe's book. Their 30-year traveling circus of a career established the blueprint for the jam-band scene and laid the seeds for festivals like Bonnaroo. "The Be-In was certainly the first experience that I had of that intensity of communion," Lesh tells the Scene. "It was ever so much stronger outdoors. Inside, at night, with artificial lighting, no matter how psychedelic it is, it's a different animal. The whole thing, it was an idea whose time had come, a manifestation of humans' desire for community.... Especially if it's outdoors in the sunshine, it's a very liberating thing. It connects people not only to other people, but to nature, to something larger than themselves."

That was the vibe Jonathan Mayers and Ashley Capps wanted to recapture when they first started planning the Bonnaroo festival some seven years ago. Mayers, a 1995 Tulane grad, had been promoting shows with his New Orleans-based company Superfly Productions. Capps was working out of Knoxville with his company, AC Entertainment. Each had the vision of a big, all-inclusive outdoor festival—Mayers inspired by the musician community of the Crescent City, Capps by the enormous shows he saw while traveling through Europe with his wife.

The site they settled on was a giant hayfield outside Manchester, which had once been home to a classic-rock fest called Itchycoo. That show hadn't been a hit, but its infrastructure of roads and water remained in place. As Mayers and Capps began to sign up bands, they needed a name for the event. As Mayers puts it, they wanted "something that, when people heard it, only one thing would come to mind." They chose a word from a seemingly nonsensical Dr. John album title, a snatch of Creole slang that meant "good stuff." (Dr. John resurrects his legendary "Night Tripper" persona at Bonnaroo midnight Saturday.)

The lineup for the first Bonnaroo tried to appeal to the jam-band crowd. Sure, there were acts that didn't fit the profile—college-radio wiseguys Ween, gospel greats the Blind Boys of Alabama, rappers Blackalicious. But the large majority of acts were jam-band staples, among them Galactic, Disco Biscuits, Particle, String Cheese Incident, Widespread Panic and Trey Anastasio of Phish. The advantage was that their famously loyal fans, many of whom grew up with the Deadhead ethos, would follow their favorites almost anywhere.

Even so, the promoters wondered how many fans would make the drive to a remote pasture for a start-up event. The response was staggering.

"The first year, there was no advertising," Mayers says. "It was all word of mouth." The Bonnaroo team sent out an email and asked the artists to pass the word to their listservs. As a result, speculation ran wild on the Internet. "We hoped to get 40,000 people, maybe 50,000 people," he remembers. "And then that first day, I think we sold 10,000 tickets. And then we sold out 70,000 tickets in about two weeks. To sell out a general admission summer festival in February, with no advertising?"

"The fans spread the word, and the response was extraordinary," Capps says. "We had a much more traditional marketing plan in place that we cancelled." It was so successful that persistent rumors began that corporate behemoths such as MTV and Clear Channel were circling the festival, all of which Capps dismisses as "completely untrue."

The next year, the festival broadened its musical scope to include the likes of Sonic Youth, My Morning Jacket, The Flaming Lips, The Roots, G. Love & Special Sauce and Polyphonic Spree. This year, the festival hosts its most diverse (and ambitious) lineup yet. In addition to jam-band stalwarts like Lesh, Mike Gordon from Phish, the Robert Randolph Band, Blues Traveler and Soulive, there's Radiohead, Tom Petty, Beck, Elvis Costello, Common, Bright Eyes, Cat Power, Be Your Own Pet, Son Volt, Stephen Malkmus, The Magic Numbers, Clap Your Hands Say Yeah—the list goes on. There are almost as many indie-rock buzz bands as jam bands this year.

The reasons are both idealistic and pragmatic. There's greater competition from the burgeoning festival circuit: the June issue of jam-band bible Relix magazine lists a guide to 109 "can't-miss" summer music festivals. And the promoters want to keep the festival from getting stagnant, even if it leads to the omission of some past favorites. Last year, the festival missed selling out by some 3,000 tickets. The strategy evidently worked, as this year's Bonnaroo sold out last weekend, which means the festival will be 80,000 strong.

Another reason, though, is that many bands not traditionally aligned with the jam-band world want to tap into one of the most passionate fan bases around. "These are some of the most loyal fans out there," Mayers says. "They're almost professional concert-goers. These are the people who will travel to shows and buy music and buy T-shirts."

To do so has meant appealing to two audiences who sometimes regard each other with suspicion. Indie-rock fans often stereotype their jam counterparts as pot-addled '60s rejects, who in turn see the indie rockers as hipper-than-thou dilettantes. Yet by introducing non-jam acts to jam audiences, Bonnaroo has seemingly brokered a truce between two rock 'n' roll camps that once seemed irreconcilable—the too-cool and the uncool.

But has it really worked? You'd have to ask the people on the front lines: the musicians.

"We had a great time [in 2003]. I really thought the vibe there was about as cool, if not cooler, than any U.S. festival we've ever played, that's for sure."

Must be some earthy-crunchy Deadhead speaking, right? Some dude from Particle or String Cheese Incident? Try Lee Ranaldo of avant-punk standard-bearers Sonic Youth, who'll return Sunday for their second Bonnaroo. Even Ranaldo says he didn't know what to expect facing the jam nation for the first time.

"We really didn't have any idea how that crowd would react to us," Ranaldo explains. The band hoped their winding, improvisatory music, though abrasive and angular, would connect with adventurous jam fans—but you don't really mellow out to "Death Valley '69." Once the band hit the stage, though, Ranaldo says it was "fantastic."

"It was really heartening," he recalls. "We didn't know what to expect, but the vibe was just so great, we had such a blast onstage and the audience seemed to reciprocate, so it was definitely a place we wanted to go back to."

Perhaps no current band better exemplifies the convergence of indie rock and jam than the Louisville group My Morning Jacket. Initially embraced by college radio and indie record stores like Grimey's, they're playing a coveted midnight slot Friday at Bonnaroo.

"I think Bonnaroo is our favorite festival," says MMJ guitarist Carl Broemel. Part of the appeal, he says, is that both the venue and the audiences give artists room to stretch out beyond the confines of a club set or opening slot.

"Right now, we're opening for Pearl Jam and doing 45 minutes a night," Broemel notes. "Usually when we headline we do 90. I think at Bonnaroo we're going to do close to three hours this year. We haven't made the set list yet. When we're presented with that amount of time, you never know what's going to happen."

It's no secret that many indie rockers regard the jam-band scene with a certain amount of disdain. But Broemel is comfortable with MMJ having feet in both worlds.

"I used to be like [the cooler-than-thou indie rock fans]," Broemel admits. "I used to not like certain bands for no reason, except the fact that I probably shouldn't like the band. And then all of a sudden I was like, 'Oh, they're great!' It's almost like I saved a lot of good music until I was 30."

That kind of pigeonholing, Ranaldo says, is something Sonic Youth butted against even in the punk scene. "Half of our thing has always been about stepping over those kind of boundaries," he explains, "like in the middle of the indie-rock '80s when we did a Madonna cover. We go with what we like and don't worry much about stereotypes or any of that stuff. And it's always fun to play in a situation where you don't know the outcome rather than playing to the converted all the time."

Ranaldo's bandmate Thurston Moore wholeheartedly endorses erasing artificial walls between cool and uncool, or between jam and the assaultive free jazz Sonic Youth sometimes plays. Moore says that the music Sonic Youth likes and performs is "so in touch with the whole aesthetic of what the jam-band scene is." He adds that "a lot of music that we were doing, which involves a lot of improvisatory play—especially live—was really conducive to that culture. [Bonnaroo] had a certain vibe to it, where people were really wanting to have the music kind of take them someplace."

That's a sentiment you might expect more from a child of the '60s counterculture than a veteran of the '80s punk scene. But Moore sees them not as fenced-off tribes but as links in a chain.

"When I think of 'jam band,' I think of it as an extension of Grateful Dead culture," Moore says. "And by saying that, I also mean things like San Francisco, the Mime Troupe activities, where there is a lot of theater involved. Bonnaroo has a history of being about music that can actually just trip people out. I really want to get involved with that. I mean that in a very positive way—like, take people to places that are constructive and kind of metaphysical and beyond human warfare and bickering."

All this may sound like throwback idealism. The hippie generation surely had its excesses and naïveté, and some of them continue at Bonnaroo. Drugs are plentiful. (See sidebar "Running the Gauntlet" below.) In 2004, Manchester police confiscated pot, coke, Xanax, Special K and oxycodone, among other drugs. There were 27 arrests that year, and officers said that only a lack of manpower prevented more. Worse, that was the year Bonnaroo posted its first and only deaths—those of Amber Lynn Stevens, 22, and Brandon Taylor, 20. Both were ruled accidental and drug-related.

And yet even police had to admit that trouble was surprisingly low for an impromptu gathering estimated that year at more than 90,000 people. (The organizers have since set an attendance limit of 80,000.) So, yes, there's a kind of '60s excess at Bonnaroo, but far more prevalent is '60s optimism—a narcotic in scarce supply these days. The bumper stickers alone read like a sourcebook for activist causes. If Bonnaroo proves anything, it's that the ideals at the youth movement's core—a need for ritual, for community, for artistic expression, for a chance to just let go—are ever present in the human condition. And if 1967's Summer of Love was high tide, perhaps the waters have receded a bit too far.

"People don't talk about it a lot because it might sound really corny or New Agey, but I think there are a lot of divisions in our society now," Ashley Capps says. "And people, even when they're not in conflict with each other, they live in these little niches, their own little world. Everybody's sitting in front of their computer or on the Internet, which is a different kind of connectivity. But one of the things that people who come to Bonnaroo talk about and experience is a sense of community and shared experience that I think is very valuable and touches people on a really deep level."

It's Friday, June 2, just two weeks before the festival, and Russ Bennett is scurrying from his command trailer to Point A to Point B to Point Z in a mud-covered Sebring convertible. His cell phone rings constantly. As visual designer, Bennett oversees the appearance of every stage, tent, vending booth, kiosk, lamppost, fountain and sculpture, not to mention the color schemes and lighting design for the actual shows. During festival crunch time—pretty much the entire three to four weeks he's on site each year—he puts in 16-hour days, 7 days a week. He shares the pain.

"The people who work directly for me, I push the shit out of 'em," Bennett says. "We're here at 7 in the morning and leave at 11 at night. Every day. When they go home at night, they're exhausted. They're spent."

Yet from Bennett's tone, you'd never know that Bonnarooville is still essentially in crates, while a crowd bigger than the entire population of Murfreesboro looms on the horizon. With a face that's placid yet inscrutable—Buddha as a white Vermont hippie—he's stoically calm.

Talking to Bennett, you begin to understand why—and also why Bonnaroo inspires such utopian idealism. The other 11 months of the year, he's busy with Northland Design and Construction, a Vermont firm he owns that specializes in historic renovations, restaurants, bars, theaters and high-end custom homes. In other words, he doesn't need the money.

What he seems to need is the community. As he points out various areas on a detailed site map, he talks about the flow of things, places of social congress and interaction. It's a chance to play SimCity for real. To Bennett, Bonnaroo is not a music festival with 80,000 people. It's an organism that must be kept happy and healthy—and alive.

And growing. In 2005, for the first time, the festival changed its logo to the Bonnaroo Music & Arts Festival—a change that marks a new commitment to non-musical art. "To me," Bennett says, "art is really where we're going to realize ourselves as human beings. Spiritually, emotionally, the things that you remember of a civilization are its art."

Toward that end, Bennett and the event's planners are bringing in a wide variety of non-musical talents, from performance artists and sculptors to theater troupes and painters. "This guy Charlie Smith [www.howhowhow.com] has put together a bunch of different artists that I'm going to have in this one installation area," he says. "There may be clowns, stilts, skits—from the bizarre to the mundane." Several come from the Burning Man arts festival, an event in the Nevada desert that has evolved in ways similar to Bonnaroo.

"I went to Burning Man last year," Bennett says, "and I was very impressed. The quality of some of the art there is fantastic. And that's really what holds it together. If it was just to become a rave or something like that, it would implode. It would die."

And so too would Bonnaroo, Bennett implies, were it not to raise its musical and artistic bars.

"In our mind, it's a long-term event," Capps says. "Look at [the British music festival] Glastonbury. They take a year or two off every now or then, but they've been at it for 35 years. In England, Glastonbury is a rite of passage for music lovers. You see entire families from grandparents to the grandkids attending."

"In a way, we look at ourselves as curators of music," Jonathan Mayers says. "When I'm at the New Orleans Jazz Festival, for instance, it's kind of cool to not look at the schedule. Maybe you'll learn about something new, or learn about a new artist. That's kind of our goal."

For the musicians, there's the chance that Bonnaroo's openness will create something that can never be duplicated—a spontaneous collaboration that enjoins artist and audience, even nature. John Medeski of the organ-jazz group Medeski Martin & Wood, performing this year at the festival for the third time, recalls playing at Bonnaroo in 2004 when a thunderstorm rolled in. As the clouds darkened and lightning flashed in the distance, the band struck up a sonic squall that built and built until the clouds broke and the group had to run off stage.

For the musicians, there's the chance that Bonnaroo's openness will create something that can never be duplicated—a spontaneous collaboration that enjoins artist and audience, even nature. John Medeski of the organ-jazz group Medeski Martin & Wood, performing this year at the festival for the third time, recalls playing at Bonnaroo in 2004 when a thunderstorm rolled in. As the clouds darkened and lightning flashed in the distance, the band struck up a sonic squall that built and built until the clouds broke and the group had to run off stage.

"Of course we played to the storm," Medeski acknowledges. "I see it as a musician's job to play to the situation, especially the natural situation. I mean, you can't play to every drunk frat boy screaming out there. That's a different story because they're not in tune with what's happening. But it's a musician's job to be in tune with what's going on. And Bonnaroo's a great place to do that."

Even Phil Lesh, who made the rock concert a communal bonding experience for three generations of fans, says he'll use the opportunity to visit old friends and catch up on new bands. The last time he was there, he says, he and his wife Jill walked around, hung out with the loyal Deadheads and bought T-shirts.

After 40 years of pursuing rock 'n' roll utopia, he has earned the right to sit in an air-conditioned hotel room watching Matlock reruns. But here he is at Bonnaroo, in a makeshift community of strangers where no one is a stranger, among 80,000 people in a city that will stand for only four days. Why?

"I don't want to put [this] on quite such an organized-religion level," Lesh says, "but it's like one of my favorite sayings of Jesus: 'Where two or three of you are gathered together in my name, there am I, in the midst of you.' When there's a group of people gathered together who are on the same frequency, good things can happen."

To read the Scene's entire interview with Phil Lesh, including discussion about his current band and upcoming Ryman show, visit www.nashvillescene.com.