For the past few years, we've been hearing good things about Louisville, Ky.'s Forecastle Festival. Our neighbors in the Commonwealth to the north have built a three-day, nationally attended music and arts festival from what started out 10 years ago as a glorified drum circle with a $500 dollar budget. We've watched as the mystically/nautically themed festival steadily assembled stellar lineups, impressive attendance figures and accolades from national press outlets. Last year, the little festival that could teamed up with AC Entertainment (the folks who bring you Bonnaroo), and Forecastle and its host city Louisville officially docked their ship alongside the country's elite destination music events.

A few things piqued our interest in setting sail for Kentucky this year. First, Forecastle's lineup was compelling, perhaps even more so than the ultra-hip Pitchfork Festival, which takes place on the same weekend in Chicago. Second, it's only a two-hour voyage to Louisville, which offers travel convenience and requires far less expenses than would be necessary to drive to, for example, Gulf Shores for the Hangout Festival.

Friday, we arrived at Forecastle, located right on the banks of the Ohio River, at the tail end of a late-afternoon rainstorm. In what would become a theme for the weekend, ominous clouds loomed overhead but luckily (and amazingly) never broke into a downpour. Deerhunter frontman Bradford Cox's side project Atlas Sound was the kickoff set on our docket, but first we wanted to case the place and get our bearings. The mystical-pirate-ship-on-acid motif is everywhere at Forecastle, and there were characters in costumes (we saw a 10-foot Abe Lincoln dancing around) adding to the ambiance, which surprisingly never got annoying. The strangest thing about the setting was also the coolest: Much of the festival grounds are underneath Interstate 64, a six-lane highway that runs along the banks of the Ohio River. It actually provided much-needed shade for those few times throughout the weekend when the clouds parted and brought on a full swelter. Unlike Bonnaroo, where you've got nowhere to hide from the sun (or a downpouring rain), we were never too far from cover and temperature relief at Forecastle.

All right, so how about some music? We found Bradford Cox setting up alone on one of the stages located directly below the interstate. So, we weren't going to get a full-band version of Atlas Sound. But we didn't really mind as Cox, armed with just an acoustic guitar and a pedal board, began his set by playing solo versions of songs like "Shelia," "Te Amo" and "Walkabout" that sounded huge and lush thanks to Cox's prowess on the delay and looping pedals. It was impressive to watch him pull off, and it reminded us why Cox is considered the world's foremost master of delay pedals. But as soon as he was winning the audience over, things came to a grinding halt as Cox stopped playing in the middle of a song and complained about only being able to hear the bass that was emanating from Atmosphere's performance on the main stage. Cox told the audience, "I feel like I'm playing at a mall parking lot and some dude's got a [thumping] Honda over there." Cox asked for his monitors to be turned up, and he continued playing, but he seemed rattled and never recaptured our attention like he had in the first half of his set.

Beach House was getting ready to start on another stage, so we bailed on Atlas Sound's sputtering performance. The Baltimore duo (a trio live) emerged on the second main stage to an excited audience, and they immediately proceeded to play the hits. We got everything we wanted to hear in rapid succession: "Myth," "Lazuli" and "Norway," although apparently the crowd of youngsters seemed more interested in hearing what has become Beach House's signature tune, "Zebra." We saw quite a few impatient youngsters and sorority girls walk away happy after being treated to the hit, which allowed us to move closer to the stage. Beach House continued with a set of relentlessly beautiful cuts from their entire career, and as an incredible pastel sunset broke out in the sky above the Ohio River, we totally tranced out. It was a perfect setting for the band's sound. If you've been blown away by Beach House in a rock club, imagine what it's like to see them in a beautiful twilight on a picturesque waterfront.

After meeting up with some old pals from out of state and wandering around the festival grounds looking for the cheapest beer, we headed over to one of the secondary stages to catch The Spin's hometown buds JEFF the Brotherhood. We were excited to see JTB outside of Nashville for the first time. Would the thrash-pop duo get the same hero's response from Forecastle festival goers as they do at Exit/In? Turns out, it took a few songs for the brothers Orrall to get a true Nashville-style pit going in the crowd. And we noticed the moshing and crowd surfing was being instigated by some Nashvillians we recognized. Attention Louisville, this is how we party in Music City. As JTB played a set that featured tunes from their brand-new Hypnotic Nights (in stores today!), we noticed that the poppier songs were well received by the casual fans that were gathered, while the punks that made the trek from Nashville were thrown into a frenzy when the brothers just played the thrash. A band as great as JTB is bound to continue to draw larger audiences, which means we're likely to see a set, dynamically speaking, more balanced and that provides a little something for everyone. Judging by this performance, which featured some awesome and perfectly timed fireworks coming from a baseball stadium nearby, JEFF the Brotherhood is welcoming their new audiences with open arms, and the feeling is mutual.

Forecastle is right in downtown Louisville, which means two things: no camping, and city-mandated curfews. So each night wraps up by midnight and most festival goers spill back to their nearby hotels. The Spin was ready party as we were being ushered out at the end of the night, but we found the mean streets of the 'Ville pretty quiet. So we gathered back at our hotel with some Nashville pals at a deli that was open 24 hours and drank beers that we wisely brought in a cooler with us until passing out.

Another great thing about Forecastle is the party doesn't really kick off until late afternoon. The first bands start around 3 p.m., which allows the freaks plenty of time to get their beauty sleep and not miss anything they want to see. Sometimes at Bonnaroo, a band we love and want to see will be playing bright and early. At noon. No such problem at Forecastle, so when we woke up around noon on Saturday in our hotel room and saw torrential rain outside our window, we knew there was plenty of time for the storms to pass and if we were lucky, nobody's set would be canceled or cut short.

We walked into Forecastle on Saturday with artist passes. If you know The Spin, you know we are masters of finagling our way into VIP lounges and artist hospitality tents ... anywhere the free drinks and food are. We were already having a great time at Forecastle, but free bourbon cocktails kicked things up a notch. Add to that, we were getting incredibly lucky with the weather situation. Storm clouds were all around us, but for the rest of Saturday evening, the skies never broke into an all-out downpour. The festival ship Forecastle was navigating a red-sky-at-night route, and the waters of the Ohio River remained calm.

We mostly bounced around the festival grounds with our old pals on Saturday, taking in bits and pieces of various sets. We caught the last two or three songs of Justin Townes Earle's performance, which featured longtime Nashville pros Paul Niehaus and John Radford on steel guitar and drums, respectively. JTE had recently been touring the West Coast with fellow Nashvillian Tristen, and what little we caught of Earle made us wish we'd had a chance to see that fantastic double bill. JTE closed with The Replacements' "Can't Hardly Wait," a song that has been in his repertoire for years, and one we never tire of seeing him cover.

We caught a bit of Dr. Dog, who was playing the main stage, as we chatted and caught up with some pals we happened to run into. We've seen Dr. Dog close to 10 times now, and you know the Spin's feelings about them. While we weren't paying too close attention, they sounded great and looked like a legit main-stage festival band. Not bad for a group of guys we saw play to like 8 people at the Basement back in the day.

We've been wearing out our vinyl copy of Real Estate's Days lately, and while some of our colleagues at The Spin have seen Real Estate before, this would be our first time. They walked on the second main stage amid a break in the clouds, so for a while, Real Estate's surfy jangle-pop was perfect for a steamy summer late afternoon. These guys have to-die-for guitar tones ... silky reverb and chorus coming from Fender amps, a vintage Jazzmaster and lead singer Martin Courtney's surf-green strat. Folks near us were dancing and having a good time, and some college-age kids were earnestly making out. The bass was perhaps a bit heavy in the mix, but admittedly, we love the sound of their guitars and sleepy vocals so much, anything that even slightly covered it up would only serve to distract us. Anyway, Real Estate, one of the bands we truly came to see, finished up their hour-long set, and we realized we would have been happy to see them play the same set over again for another hour.

High from some badass, chilled-out jangle-pop, we wandered around, working on our beer buzz and taking advantage or our artist passes as much as we could — mostly just killing time while waiting for The Features and My Morning Jacket. We saw Andrew Bird from the side of the main stage. Even during some quiet moments, Bird kept the attention of the large crowd. There were electronic and dubstep acts performing seemingly nonstop all weekend. We don't totally hate dubstep, but it is something we have to be in the right place and, uh, frame of mind to enjoy. Eventually we wandered over to one stage where a "DJ" — we can't recall his name — was "spinning." Of course, with dubstep "spinning" mostly means fiddling with knobs and dancing around. We actually started to groove and get into it for a bit, but we still can't understand the complete infatuation the couple thousand kids around us had with it. Later, thanks to a schedule mix-up, we only saw the last few songs of Washed Out, which featured an actual band that was much more our preferred flavor of chill-waved electronica. We've heard mixed reviews of Washed Out as a live act, but the few songs we saw made us wish we'd seen the entire set.

Finally, 9:30 rolled around, which meant The Features were set to play. We were also good and drunk by this time, a first for the weekend. We haven't seen the hometown heroes since their epic show at Mercy Lounge back in January, and The Features have been building a national following since then, touring relentlessly — and they sounded like it. But then again, that's what makes The Features a world-class rock 'n' roll band. They always sound like they've been touring arenas and playing festivals' main stages, and this show was no different. They seemed right at home blowing away a crowd of roughly a thousand people, slamming through oldies-but-the-goodies like "The Way It's Meant To Be" and "Drawing Board." And as with JEFF the Brotherhood's set, it was nice to see people from outside of Nashville singing along and falling in love with songs we've been jamming to for years. Unfortunately for The Features, the second half of their set coincided with My Morning Jacket kicking of theirs on the main stage, and some of their crowd bailed to catch the headliners. Having seen The Features over 100 times in the past 15 years, we decided to head to the main stage as well, and see just how far we could push our artist credentials.

We could write thousands of words about My Morning Jacket's headlining set at their hometown festival, but we'll try to encapsulate it by just telling you where we watched the show: front row, stage left, right next to a badass security guard (who seemed to be willing to let us do anything and go anywhere with our artist wristbands) and the guy who was operating the HD boom camera. There was nobody standing in front of us. We could even lean over and see the live footage and angles of what the cameraman was filming. And of the six or seven times we've see the Jacket, including a stellar set at Bonnaroo in 2011, this was by far the best. They played everything we wanted to hear off Z, they played some back-catalog favorites for the hardcore fans — "Steam Engine" and "The Bear," for instance — and some off-the-wall but amazing covers, including Elton John's "Rocketman" (seriously), George Harrison's "Isn't It a Pity" with Dean Wareham (who performed a set of Galaxie 500 songs at Forecastle), an incredible nod to The Band with a cover of "It Makes No Difference" and for an encore, a cover of Wham's "Careless Whisper" which ended with the band tossing boxes full of bananas out to the crowd. Everything was incredible about the show — the light show was beautiful without being distracting and overbearing. The front of house mix was probably the best and loudest we've ever heard at a festival, including anyone we've ever seen at Bonnaroo. Jim James had an energy that can only come from a hometown performance, and lead guitarist/Nashvillian Carl Broemel jumped from pedal steel to sax to guitar with a combination of taste and chops that is simply unparalleled, even by the other "guitar god" who would play with Wilco the next night. It was a performance that cemented, in our minds, MMJ's status as the best festival band in the world. They gave everyone in the crowd everything they wanted, and did it with a certain humble panache that is unique to the Jacket ... a combination of class, whimsy and tasteful earnestness that reflected the spirit of the Festival.

We've gotta admit, it took us a bit longer than usual to get moving on Sunday morning following My Morning Jacket's Saturday evening performance. We now had two full days and nights of partying under our belt (three nights if you include the Natural Child/Birdcloud/King Tuff show at the VFW on Thursday), and all we could think about was grabbing some grub and getting back to the artist tent ASAP for a little hair of the dog. We really only had three bands on the docket for Sunday: Lower Dens, Charles Bradley and festival co-headliners Wilco.

Sunday was considerably hotter and sunnier than the previous two days at Forecastle, and it wasn't helping our grogginess. We noticed there were also significantly less people in attendance for the final day, and it seemed as though many in the crowd were as lethargic in the heat as we were. Still, we promised ourselves we would make it to see brooding art rockers Lower Dens. We found the band and frontlady Jana Hunter on a rather naked side stage baking in the afternoon heat. They quickly plowed through a set of their unique brand of experimental gothic krautrock that thankfully focused more on their festival-friendly uptempo cuts rather than their meandering atmospheric tunes. This was the third time we'd seen Lower Dens, the first being a spectacular opening gig for The Walkmen at Exit/In a few years back. That was the show that first hipped us to the band and their fabulous debut LP Twin-Hand Movement. We saw Lower Dens open for Cass McCombs at The Basement last year, where they played more songs of the down-tempo variety, with OK results and a lukewarm reaction. At Forecastle, it was odd yet thrilling to see a band like Lower Dens, whose dark, cavernous sound we would typically associate with a pitch black rock club, rocking out in the hot summer sun. And thanks to an awesome front-of-house sound mix, it was the first time we could appreciate the subtleties of the band's tones and musicianship. In an age where mediocre bands have found success by shamelessly playing Joy Division rip-offs, Lower Dens ironically sounds more like Joy Division than any of their ham-fisted contemporaries, precisely by not actively trying to sound like Joy Division. Though we were sweating profusely by the end of the set, our attention never waned. Lower Dens gave us one hell of a dark, hot, awesome drone to start our afternoon.

The combination of Lower Dens and our "wake-up" drink had worked to perfection ... we now had plenty of wind in our sails to get through the evening. We killed some time by chatting with pals in the shade and watching an outfit called the March Madness Marching Band, a multi-generational marching band and color guard that was jamming familiar pop tunes with a psychedelic twist. The rag-tag group was running and dancing around scatter-shot under cover of Interstate 64, giving shade-seekers a funky sight and sound to take in.

Eventually we made it to see Daptone Records' Charles Bradley and His Extraordinaires on the second main stage. Did we mention it was hot earlier? Well, it was really hot now. But after Mr. Bradley had belted through a few funky soul numbers, we embraced the sweltering heat as the perfect weather for a sweaty funk party. We've been enjoying Charles Bradley's LP No Time for Dreaming for over a year now, but this was our first live experience. We witnessed immediately a few things that do not come across on Mr. Bradley's record, like just how strong his voice is, and how the man is a natural performer. How had his talent languished undiscovered for 50-plus years? And Bradley's backup band was equally impressive. The band featured Daptone Records alumni, and we got the sense that these dudes, aside from being great funk players, were just flat-out world-class musicians. We saw a lot of ass shaking in the crowd, and on the side of the stage a few dozen of the day's other artists and performers had gathered to pay homage to a true soul legend in the making. Bradley closed the show with his staple "Why Is It So Hard To Make It in America," approaching the crowd and giving random fans big, sweaty, loving bear hugs. Fans reached for their cell phones to snap photos of Mr. Bradley, who was shedding tears, embracing strangers in joy. We're not sure if this is a sign of affection that Bradley extends to his crowds at the end of every show, but frankly it doesn't matter. It was Sunday and the dude was preaching and sharing the gospel of love and soul. It was an awesome moment.

By this time, you're probably wondering, "Shit, was there anything The Spin saw at Forecastle and didn't like?" And the answer is yes, we saw Wilco fail to deliver a performance that was anywhere near as moving as the clinic that My Morning Jacket had conducted on the main stage the previous night. Now, in the interest of full disclosure, we have to admit that Wilco was, at one time, our favorite band in the world. But this was back when we were emo college students in the late '90s and early Aughts, and when Wilco was a scrappy and heartfelt indie band that constantly teetered on the brink of disaster as a result of chemical dependencies and inner-band turmoil. But against that anxious and unhealthy backdrop, Wilco managed to produce what we believe to be their best records: A.M., Being There and Summerteeth. We saw Wilco a few dozen times in those days, sometimes traveling hundreds of miles to watch what was then a mid-level indie club act. But with Ken Coomer on drums, the misunderstood and criminally maligned Jay Bennett on guitar, longtime bassist John Stirratt and utility man Leroy Bach, Jeff Tweedy had assembled a unique group of former punks, folkies and earnest power-pop dudes that was far more than the sum of its parts. The music the band made back then was immediate, heartbreaking in its vulnerability and at once timeless and cutting-edge. The story of how that chapter of Wilco's history dissolved is well documented ... or at least Jeff Tweedy and the company line's side of things is well known. So now it's been more than 10 years since Tweedy parted ways with the bandmates from his salad days, and its been eight years since Wilco released a record that wasn't a complete piece of shit (A Ghost Is Born). Not surprisingly, what we saw from Wilco on the main stage at Forecastle on Sunday night was downright sad. And we really, really wanted to like it and give it a fair shot. We wanted to be impressed. We wanted our favorite band back. Instead we got a lame, phoned-in performance that seemed more like G.E. Smith jamming with The Doobie Brothers. And the mix sounded muddy, quiet — just plain terrible. People less than 150 feet from the stage were having conversations without shouting, paying no attention to the festival headliners. The best moment ended up being "At Least That's What You Said," a standout cut from A Ghost Is Born that featured Tweedy's unique brand of lead guitar shredding. It was as close as the show came to vintage Wilco spontaneity, and underscored how the band doesn't need three axe shredders playing guitarmonies when Tweedy is and already was the most compelling guitarist in the band. (Yes, we did just fire a shot across the nose of all you Nels Cline fans.) Having seen enough contrived crap that a soccer mom would describe as "artsy," we left without seeing the encore to beat the crowd. We discussed with our pals the show that we just saw, and tried to make sense of what has happened to Wilco.

The snooze-worthy headlining performance aside, Forecastle was a fantastic experience. Factoring in the cost of a hotel room and ticket, it's not a cheap weekend, but it was worth it. There was a good attitude that permeated the crowds, volunteers and performers. Hopefully, in future years, the folks at AC Entertainment will continue to book regional acts like the Nashville bands that played this year, so that more of our pals will feel compelled to party for a weekend in the Commonwealth to the North. We're already planning our trip next year ...