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In March, the most loved and feared four-letter word in Texas is SXSW. What started as a way to drum up some business for Austin's bars and taverns while the University of Texas student population was elsewhere on spring break has become the worldwide music business' springtime playpen of choice, with bands and badges and barbecue as far as the eye can see.

Deals still do get done at SXSW, but the festival's balance of power has shifted from the music-biz insiders comparing notes at the Four Seasons bar to average music fans, who flock to Austin from all over to take advantage of the growing number of day parties and pirate showcases that require no credentials at all besides a plastic cup for the free beer. But whether you're an Armani-clad label exec chasing the next Lil' Wayne or an up-and-coming indie-rock band still sleeping in your van, the most foolproof strategy for getting your money's worth out of SXSW is the same: Just show up.

With so many hungry performers passing through, it was inevitable that SXSW would spread to other parts of Texas. Up north, Denton is pinning its hopes of branding itself as a first-class music city on the second-year North by 35 festival, which came together at the last minute but made national music news when Oklahoma's The Flaming Lips signed on as headliners.

Meanwhile, in Houston, Super Happy Fun Land is in its sixth year of hosting SXSW Overflow Fest, a two-week event now almost 100 performers strong that offers a place to play — plus food, lodging and maybe even an audience — to artists headed to or from Austin. Although it's still somewhat under the radar in its own hometown, it's both an affordable alternative for Houstonians who choose to stay put and a reminder of SXSWs long ago, when unknown artists were just grateful for the opportunity to unpack their gear and plug in their amps.

So Houston, Denton or Austin, no matter where you wind up over the next two weeks, chances are you'll be hearing that four-letter word quite a bit. That's why in Texas, March Madness has nothing whatsoever to do with basketball. — Chris Gray, Music Editor

At South By Southwest, the best plan
is to have no plan at all

by John Nova Lomax

It all started a generation ago with a bright idea. In 1987, two Austin Chronicle employees, former band manager and nightclub owner Roland Swenson and his friend Louis Jay Meyers, approached their bosses — editor Louis Black and publisher Nick Barbaro — with the idea of having a music festival in Austin.

In part, they wanted to do something about an old dilemma. Every year, while the University of Texas kids were down at Padre for spring break, the Lone Star State's top party town was faced with a week of empty barstools. What to do? Eventually, after weeks of meetings, the foursome came up with the idea of South By Southwest. Little could they imagine it then — and maybe some of them might regret this — but one day, South By would eventually become a spring break destination in its own right.

Today, for music lovers, SXSW is something like MLB's Opening Day, Mardi Gras, Fashion Week and the Super Bowl all rolled into one. (And it's not just for music lovers [March 17-21] anymore: These days, the Film [March 12-20] and Interactive [March 12-16] festivals are almost as prominent for cinephiles and geeks.) For the better part of a week, hipsters old and young descend upon the Capital City, and for that one week it does in fact live up to its self-proclaimed designation as The Live Music Capital of the World. And if you throw in the Film and Interactive portions of the schmoozathon, it's safe to say that for much of March, Austin is the creative nexus of Planet Earth, version 2.0.

According to its own literature, SXSW's original goal was "to create an event that would act as a tool for creative people and the companies they work with to develop their careers, to bring together people from a wide area to meet and share ideas." It's safe to say that goal has been accomplished, in ways both large and small. Back in 2007, Twitter was more or less unleashed on an unsuspecting world at SXSW Interactive. Three short years later, we are all sick of hearing that geeky mumbo-jumbo about how Twitter will revolutionize society, 140 characters at a time.

On a more micro level, there are absolute multitudes of people like Allen Hill. His group, the Allen Oldies Band, is a slightly surreal if self-explanatory cover band. Led by the insanely energetic, redheaded Hill, they don tuxes and perform hits from the pre-LSD, pre-self-indulgence era of rock and roll, music from the days when it was all about getting people to dance rather than marvel slack-jawed at the virtuosity of the players or profundity of the lyricists. It's a simple message, and Hill delivers it with unvarnished sincerity and expends about as much energy in doing so as the entire Army Air Corps unleashed in the European Theater of World War II.

Hill has played multiple shows at each South By Southwest through the 2000s, most famously the jalapeño pancake breakfast gig at the Continental Club on Saturday mornings and the late, lamented Friday afternoon oldies marathon matinee he performed from about 2002 to 2008 on the sidewalk in front of Rue's Antiques on South Congress.

Those shows have brought Hill a measure of national fame and earned him connections he never could have made otherwise. "We met our buddies who run Maxwell's [club] in Hoboken and those WFMU DJs. We met the three people we were supposed to meet to make some really cool things happen for us."

Among those cool things: a live album recorded in Hoboken's WFMU studios and an alliance with indie rock godheads Yo La Tengo, who asked them recently to play the afterparty at a Warehouse Live gig. "That band's full of fans that love rock and roll music," Hill says. "Basically all the hipsters left after Yo La Tengo finished, so it ended up being us playing for the band and about ten other people, and it ended up great."

So no matter how specialized your niche, you can find your tribe at SXSW. "It has taken us far beyond what we dreamed we would ever be able to do," Hill enthuses. "In our band it was like, 'Let's go have fun and make a racket and see what happens.' And good things have happened. We've played weddings, we've gone to the East and West coasts because of our gigs on the sidewalk at South By Southwest. Just met a ton of freakin' people through it."

Back in 1987, there were 700 paid registrants — most from Texas. These days, the music conference draws in about 12,000 registrants, everyone from bands to publicists to talent buyers to music-related tech-geeks, and they stream into Austin from everywhere, from Tel Aviv to Osaka, Buenos Aires to Perth. Another 17,000 laminates are issued for the other two conferences, and municipal officials estimate the overall economic impact on the City of Austin at $110 million, although that figure seems conservative. Does it count all those who drive to town, don't bother registering, attend few if any officially sanctioned SXSW events and crash on friends' couches? How could anyone tabulate that number?

Former Houston Press Nightfly columnist Brian McManus performed at five straight South Bys as the guitarist in the Fatal Flying Guilloteens and has attended the last four in his capacity as music editor at Philadelphia Weekly. He says that his many South By experiences are now a point of pride, as a trip to South By is one of the most lusted-after tickets in the City of Brotherly Love. "Everybody knows about it in Philadelphia" he says. "It's so much bigger than I would ever have thought. In Texas, I knew it was a big deal, but it just seemed to me like a Texas thing to do — just drive out to Austin and go for it. But I've since found out it's like a touchstone up here — everybody knows what it is, everybody talks about it, everybody wants to go if they're not."

McManus believes that the event's cachet gives the entire state an incalculable boost in cultural cred. "People up here are impressed that I come from the same state as South By," he says. "And they love going down there and doing Texas shit."

The event is perfectly timed to align with Mother Nature at her most merciful. The roadways leading into town are lined with brigades of bluebonnets and riots of Indian paintbrush. The weather has been perfect pretty much every day of the event for the last decade. McManus speaks for many from the northern climes when he says that the event comes right about the time seasonal affective disorder starts to kick in. "It's always 70 degrees, and it's great to come back and eat barbecue and Mexican food."

What's more, the far-flung fans are the cool kids from their respective cities, both the ones the marketers lust for and the marketers themselves. How cool are these people? The last few years, AT&T's Austin-area wireless service has come to a virtual standstill as the iPhone-packing hordes vampirically suck all the bandwidth right out of the blue Austin sky.

Meanwhile, the art and science of branding is in full effect everywhere you look, from the banners overhanging the stage to the condoms in the gift bag to the cups of free booze handed out a million times a day all over town. Every telephone pole and flat surface is plastered with ads for bands, publications, Web sites and gigs. It creates this weird bubble effect, where you think the whole world is as obsessed with flavor-of-the-minute bands like Clap Your Hands Say Yeah or the Coral, to name but two from years past.

It's as if Pitchfork's version of reality ­really were real. "Everybody talks about the same kinds of events and the same bands — every year there's a handful of bands everybody's talking about like Arctic Monkeys," says McManus. "It's weird being in a city where everybody's talking about the same kind of stuff. I guess it's kinda like what I imagine living in Williamsburg (Brooklyn) would be like. I enjoy that aspect of it."

In the early days, SXSW was a fairly easy event to navigate. Registrants would show up, pick up their badges and goodie bags and map out a schedule over a drink in their downtown hotel room. It was simple: By day, most of the action was on the floor at the trade show or in the various nearby panels. By night, bands played their official showcases, mostly in a tightly knit cluster of bars in and around Sixth Street. Bigwigs plotted world domination at the bar of the Four Seasons Hotel down on what was then known as Town Lake.

And then, along about 1996 or thereabouts, the guerrilla day parties and after-hours soirees started breaking out all over town. By the end of the '90s, people started showing up without bothering to get badges, and by the mid-2000s, bands no longer could content themselves with their one official show. Today, many of them play up to six or seven or even ten shows, all but one of them unofficial.

The geography has shifted — today, the event in all its official and unofficial glory sprawls from its downtown birthplace to several blocks of South Congress, the Drag and UT campus, Hyde Park and North Loop, and scattered pockets in the East Austin barrio and patchouli-scented South Austin. (Indeed, the spillover affects the entire state: There are few better times for music fans in Houston than the weeks immediately preceding and following SXSW, as seemingly about two-thirds of the bands pass through on their way to or from Austin. See "Built to Spill.")

What's more, with each passing year, more and more people show up without bothering to buy official badges and, more alarmingly for the SXSW brass, more and more of those who do buy the badges discover that they are of little real use. Sure, having a badge might be the only way you can get in to see Iggy Pop at Stubb's or something like that, but with so much else on offer, even an epic show like that seems eminently missable. Who knows? By committing to see yesterday's hero, you might miss seeing tomorrow's version play in front of 125 people in a dilapidated warehouse on Airport Boulevard. 

What's more, in many cases, the vibe at the day parties is just plain better than those at the sanctioned shows. Many of those in the latter category are held in ad hoc venues slapped together just for SXSW. "Who wants to go play in or see a 20-minute show in some club where they don't normally have live music, where the owners are upset that they had to move two pool tables to accommodate bands from all over the world?" Hill asks, and adds that the only official shows he's ever done have been as a member of the backing band for legendary pimp-a-riffic R&B godfather Andre Williams. "It takes drinking straight rum with Andre Williams to muster up the courage to play an official showcase," Hill laughs. 

"At the day parties you can actually hang out with the performers a little bit," continues Hill. "You find a much more casual, fun-loving audience — the actual music nuts. They don't really care about the fame aspect. They are real music fans, whether they are club owners looking for new talent or writers looking for something else. They are all checking it out and thinking, 'This is our time to chill and see what's happenin'."

McManus, coming from an entirely different sub-segment of the contemporary music scene, dissents about the nature of the audiences, if decidedly not the idea that day parties are better. "The day shows are not as industry," he says. "At the industry shows they are more jaded, while at the day shows people are just waking up so they are all kind of stilted as far as audiences go — all jaded or hung over." He points out that some day parties can be just as packaged as the sanctioned shows, if those day parties are hosted by a slick marketer like Fader or Levi's.

His favorite day party, both as a fan and an attendee, was an entirely different kind of critter. It was hosted by Chunklet magazine (Mottos: "You favorite band sucks" and "Chafing America's ass since 1993") at a deep East Austin haunt called the Church of the Friendly Ghost, and there the vibe was anything but slick. "Everybody who goes to a Chunklet show is there to see bands and talk about music and stuff, so that was a lot of fun," he says.

In fact, that's about as good as it gets at SXSW. Expect not to see specific shows or the bands everybody else is talking about. Just go to see what bands come your way and to have fun with your friends and to "talk about music and stuff." Whether you are in a band or are just a fan, the best plan is to have a minimal plan at all; the only expectation you should bring along with you is that you should expect to have fun.

"It's like a reunion every year," says McManus. "It's more to me than seeing bands — that's way down the list of my priorities at South By." Some people, including Mc­Manus's friend Mara (who doesn't want her last name used), laughingly point to how few bands they actually see at SXSW while still having the time of their lives. One year Mara went with no badge and no plan and ended up spending four days serving as a sort of muse for comedian Eugene Mirman, at the very moment he and cohorts like Patton Oswalt and David Cross were changing the face of comedy. "That was fun," she remembers. "I didn't know who he was, but we met while were getting hot dogs on the street. Then he asked me to take him to his showcase, and then I ended up partying with him and Patton Oswalt and David Cross for a few days. Eugene's a good weirdo."

Another of her favorite SXSW memories consisted of hanging out in a downtown Austin park in the wee hours with her Houston friends and several bottles of cheap red wine, listening to Wu-Tang Clan and UGK blast from an iPod boombox. "Not seeing bands...that was fun," she laughs. "For me it was about the social thing. The music was in the background."

 Though he eventually learned otherwise, McManus and his buddies in the Fatal Flying Guilloteens once thought that SXSW was all about goals. "The first couple of years we played it, we were all excited, all like, 'Wow, we got accepted into this thing,' or whatever. And you always think that 'It's gonna be great,' but even if the show's packed, it's really not that great a show, just because these people go to shows all the time. Or there's the up-all-night factor at the day shows, so it's always a bit of a let-down."

Hill never thought of the event as anything other than a chance to have a good time. Perhaps because of that very inattention to networking and playing the game, the game has come to him. "Success is such a relative term," Hill continues. "I think a lot of bands are like, 'Aw, cool, we got accepted into this showcase.' For us, because we're there just to have a great time and play a crazy show and not to try to get someone to make us famous, it was drawing people in the business that are attracted to our element of 'Hey, this is crazy. This is why we got into rock and roll in the first place. 'Cause it's fun.'"


South by Southwest performers
flood into Houston...
but will anyone notice?

By Chris Gray

Over the next two weeks, SXSW 2010 performers are about to spread out all over Houston. Close to 200 acts will stop for a show at venues here on their way to or from Austin, from Mango's and Rudyard's in Montrose to Warehouse Live and House of Blues downtown to Fitzgerald's and the Listening Room at NiaMoves in the Heights. Even Toyota Center is not immune: MUSE plays the arena March 18 on the British neo-prog-­rockers' way to a SXSW date and venue TBD.

These artists may or may not have an official SXSW booking, a distinction that means less and less every year as unsanctioned showcases and parties continue to proliferate around Austin during the festival. Either way, almost half of Houston's 2010 SXSW strays are scheduled to play Super Happy Fun Land's "SXSW Overflow Fest," which runs March 11-24 — outdistancing SXSW itself by a solid week.

Super Happy's (very) loose affiliation with SXSW began in 2003, when the venue hosted South by Due East, the locals-only weekend festival that has since moved to Dan Electro's Guitar Bar. Thereafter, Super Happy's owner Brian Arthur decided to go a different direction and open his venue's doors to as many touring acts headed to Texas as he could squeeze in, some from as far away as Spain and the Netherlands.

Since then, Super Happy has done an Overflow Fest every year save 2008, when problems securing the proper building permits after moving from the Heights to its current East End location at 3801 Polk forced Arthur to cancel on more than 80 performers. By his last count, this year 99 separate acts will play Overflow Fest, sometimes as many as ten per night.

Overflow performers are being added and dropped almost up to the minute they step onstage, just like at SXSW itself. However, Arthur begins booking Overflow Fest in the summertime, when the first round of phone calls from bands and booking agents who know they'll be in and around Austin the following spring starts pouring in. He's able to fill out Super Happy's mid-March calendar through word of mouth alone, and in return Overflow Fest performers know to expect a minimum of frills.

"I tell them the deal, that there's ­really not much money for them at all here," he says. "Whatever money does come in has to be split between ten touring bands. It doesn't add up to a lot, but we make food for the bands, we give them a place to crash and they get a place to play."

Most of the time, those three things are all the Overflow Fest performers are looking for — or could even hope for at the present stage of their careers. Even if they have secured an official SXSW showcase, most of these artists exist on the very bottom rung of the music business, often unable to afford everything from booking and management to promotion and merchandise sales except by doing it themselves.

Although this year's Overflow Fest is full of promising performers such as Phil ­Spector-ish Brooklyn trio Girls at Dawn, Alabama stoner-metal crew Wizzard Sleeve and Minneapolis indie-rappers Parallax — to name but three examples — the only artist with any sort of widespread name recognition at all is wrestling-mask-clad, X-rated Miami rapper Blowfly, who plays March 12 (and, ironically, is not playing SXSW). Sometimes, Arthur admits, he doesn't realize who has just played his venue until well after the fact.

"A lot of times bands I've never heard of will play here and the next year I'll see them in Spin magazine or on the Bonnaroo schedule, like Girl Talk and Dan Deacon and Tapes 'n Tapes," he says. "They've all played this festival and I had no idea."

SXSW's 2010 slogan is "Tomorrow Happens Here." But these days the truth is that the music business comes more for the A-list private-party performers (Jay-Z and Mötley Crüe are among this year's top rumors) than to give some fledgling artist or band their big break.

In a way, Overflow Fest has become what SXSW used to be, a platform for virtual unknowns to take their first steps toward bigger crowds and better paydays. It's also like what SXSW has become, chuckles Arthur, in that "there's virtually no chance of a band getting signed at our festival."

Still, Arthur says local attendance for Overflow Fest can be "hit or miss," depending on who's playing on any given day. Ironically, it's entirely possible for Overflow Fest to give all these touring artists a favorable impression of Houston without a single Houstonian showing up.

"You get a show with ten bands on it and you've got 40 people in your audience already, so you've got a show no matter what," Arthur says. "And even if there's not a whole bunch of people from Houston here, the bands still have fun."


SXSW's little cousin gets bigger,
better bands and a lot more
problems in Year Two

By Daniel Rodrigue

It had all come down to this. Months of hard work and planning, bookings and meetings with Denton city officials, sponsors, band managers and promoters — all just to get North by 35 up and running again. If Chris Flemmons didn't fix things by tonight, it could all fall apart.

It's Sunday morning, two weeks before the March 11-14 music festival, and Flemmons, the crucial force behind the Denton music festival, is driving about 20 miles outside Oklahoma City. Brunswick, his 12-year-old mutt and constant companion, is along for the ride. They left Denton earlier that morning in a rental car because Flemmons is convinced that if he doesn't meet face to face with the manager of Flaming Lips, the festival's headliner and big draw, he can kiss the biggest rock spectacular Denton's ever hosted goodbye.

He doesn't even have an appointment.

Flemmons hopes that by showing up in person he can work out some sort of deal with the Lips management because, while booking The Flaming Lips proved a huge coup for the second-year event, it also meant a last-minute venue change to accommodate the potential crowd. That switch caused NX35's costs to skyrocket, and Flemmons doesn't know if NX35 will be a sellout. Flemmons has to tell the band that there won't be enough money to meet a down-payment deadline. If some sort of deal can't be reached, then NX35 will have to cancel the band's show.

It all seemed like such a good idea a few months ago, so doable. It would repeat last year's successful four-day walkable music event around the heart of downtown Denton, only bigger, much bigger. A Saturday-evening stage featuring Oklahoma acts The Flaming Lips and Stardeath and White Dwarfs with Denton's own Midlake was hands down the largest draw that Flemmons and company had booked for this year's North by 35 Music Conferette.

Flemmons added his made-up word "conferette" to the title last year as a tongue-in-cheek riff on the festival's diminutive size and less-refined persona, playing off other much larger music festivals like SXSW and Miami's Winter Music Conference. Last year's NX35 garnered mostly positive media buzz, though some criticized it for relying too heavily on local bands, but this year the goal of the event's programmers was to attract some bigger names while still featuring a large percentage of homegrown acts.

Even with the more than 200 acts booked in more than a dozen venues around downtown, the loss of headliner The Flaming Lips could trigger a domino effect and possibly cause NX35 to lose bands or, worse, sponsors.

After a barrage of text messages on Sunday afternoon, Flemmons manages to get an appointment for the next morning at 9.

In his Sunday night Motel 6 hotel room, Flemmons powers up his laptop to start writing an open-ended press release — one either confirming the show's occurrence or bemoaning its demise — that will go up soon after the meeting with Scott Booker, the Lips' manager.

Three options seemed likely. The first would be to cancel The Flaming Lips. The second would be to renegotiate a pricier deal with The Lips, which would allow NX35 to charge admission to the show in an effort to cover the mounting costs of hosting an event estimated to attract up to 15,000 fans. In the third, miracle option, some sort of agreement could be reached in which the Lips came to town for less money, which would mean NX35 would have enough to cover its expenses, and the show would stay free.

"If all the wristbands sell," Flemmons says. "Then we'll have enough money to cover our costs, but there's no way for us to bank on the fact that it will be a sellout." (While admission to The Flaming Lips/Midlake portion of NX35 was always planned to be free, to attend the remainder of NX35's programming and concerts, fans must purchase wristbands. And those with a wristband would have priority access at the concert venues over walkups.)

During the meeting, Booker tells Flemmons to send the Lips' camp the NX35 financials. After that, Booker would talk with Flaming Lips front man Wayne Coyne. Flemmons drives back to Denton after the meeting, knowing he's inching closer to a public-relations disaster. If Flemmons fails now, he fails big. And he knows it.

"Denton is in a good place, right now," he says after arriving back in town that afternoon. "So, it's not a good time to make it look like we're a bunch of fuckups."

NX35 had been percolating in Flemmons's mind since 2002. In 2005, Flemmons organized an afternoon party in Austin during the week of SXSW. The idea was that the party would feature six to ten Denton acts who Flemmons thought deserved to be seen by a wider audience. Pointing people in the direction of Denton, located on Interstate 35, seemed to be a good idea, thus the name North by 35.

"It seemed overambitious and daunting at the time to try to pull it off here," Flemmons says. "So, we started the afternoon parties in Austin to try and build the name a little bit. But the plan was always to eventually have North by 35 be in Denton."

Flemmons thought it would take two years. It ended up taking four. And, last year, it took Flemmons close to six months of working 20-hour days, six (and sometimes seven) days a week to pull it off. He enlisted nearly 50 volunteers from within Denton's music community to help with everything from ad sales and promotion to planning and organizing. Volunteers drop by the office to help out for a few hours after their full-time jobs.

"It does feel self-abusive at points," Flemmons says. "We're really just trying to do something to better the town. That's the big thing. And, really, we're hoping to draw some attention to Denton from outside of the area."

Flemmons learned the ins and outs of the music festival circuit, both stateside and overseas, as founder and front man of The Baptist Generals, who've been performing and touring for more than a decade.

When Flemmons says last year's move to Denton was rewarding, he doesn't mean money. The inaugural show turned a $200 profit. "I was just glad to end up with the shirt on my back," he says. "When it was all over, I was still driving my car around with the brakes metal-on-metal."

Flemmons says he started pawning instruments and recording equipment to pay the bills before landing a gig helping to put together some local shows. But it wasn't long before he had to shift his focus back to NX35.

This year, from the moment organizers announced The Flaming Lips show (due in June in Houston to headline Summer Fest), Flemmons says it was like jumping off a cliff. "Once you announce a show like the Lips, there's no going back," he says.

Nearly every wall of NX35's apartment-size headquarters has been taken over by floor-to-ceiling whiteboards, and The Flaming Lips show gets its own section. The north wall holds a gigantic calendar charting the 200-plus bands scheduled to participate in more than a dozen venues near downtown Denton. That's a substantial increase from last year's 124 bands in nine venues, making this year's event a few bands larger than the first SXSW back in 1987. This year, Pitchfork referred to NX35 as SXSW's "baby cousin." Last year's SXSW featured more than 1,900 artists on more than 80 stages, and while NX35 is put together by nearly 100 volunteers, SXSW employs a crew of 70 full-time staffers.

Denton Mayor Mark Burroughs and many in the city's government have been behind the idea of NX35 from the get-go — at least on paper. Burroughs says that for two out of the last three years, Denton has been one of the top ten fastest-growing cities in the country with more than 100,000 in population.

"Denton is exploding," Burroughs says. "And it's time for Denton to be exploding in another way — in the music scene. Because I think that the music scene will help solidify Denton's identity as it grows, because that's important too. You need to maintain your identity, your uniqueness, and the music scene is just part and parcel of what makes Denton a wonderful place to be. By and large only people from the region and some music circles have really known that up to now. And I think NX35 will get the rest of the world to sit up and take notice."

It's not exactly a secret in indie genre circles that Denton has a thriving music scene. And the city has taken to branding itself as a music mecca with an image of musical notes floating over the downtown's historic ­Courthouse-on-the-Square Museum on the city's Web page. Denton is home to the University of North Texas's College of Music. Then there's the Denton Arts & Jazz Festival, which celebrates its 30th anniversary this year.

Mike and Jenny Seman moved to Denton in December 2003 after living in Los Angeles for eight years. "We were looking for a change," Mike says. Mike Seman is a research associate at the Institute of Urban Studies at the University of Texas at Arlington and a NX35 volunteer. He's working on his Ph.D. in urban planning and public policy, focusing on the intersection of music and urban redevelopment.

"I couldn't say that NX35 is the biggest thing that has ever happened to Denton music, because I don't have a crystal ball," Seman says. "But it is a significant event in its progression towards its future as a creative economy. We are four hours north of Austin, and when you think of music and you think of urban areas, you think of Austin. And NX35 and the city's involvement could help Denton to go in that direction."

In August 2009, Chris Flemmons and Midlake's Eric Pulido were at Dan's Silver Leaf bar in Denton when Pulido suggested to Flemmons that NX35 should try to get The Flaming Lips to play there. That conversation went on for about six weeks and negotiations with the band started in September.

But NX35 couldn't start promoting the show until it had official word from the Lips' camp confirming the concert.

The official announcement came on December 17 and finally, the NX35 crew could start trying to attract bands and sponsors to the show with The Flaming Lips as part of the appeal.

At 41, Flemmons knew they needed to bring in national acts in addition to The Flaming Lips. He tapped Matthew Gray of Matthew and the Arrogant Sea (who book shows for Dan's Silver Leaf) to help out, as well as reaching out for help from local music blogs, like DayBowBow and WeeklyTapeDeck.

"I had a blast last year," Gray says. "But I felt that this year we needed to pick up where Chris left off by bringing in some higher-profile acts. And Chris knew that he didn't know who the fuck to try to bring in."

Take, for example, Jaime Paul Falcon, who launched DayBowBow a little over a year ago. Living in Dallas, but originally from Houston, Falcon says that NX35 helped him learn more about the local music scene. Falcon says he had caught some occasional shows in Denton, but last year's festival helped a lot of people, himself included, to see what Denton had to offer by way of musicians and the city itself.

Just two months after last year's North by, Falcon booked his first show at J & J's Pizza in Denton. For NX35, he nabbed HEALTH and Houston band Indian Jewelry for starts, but he admits that it's an intimidating task. "I wake up every morning, and I freak out, and I'm like, 'Oh my God! Why am I a part of this? How did this happen?' he says. "It's scary some days, and other days it's like, well, I guess somebody decided that I could handle it."

By mid-February, The Flaming Lips show, while only one part of the event, had taken on a life of its own. But the dream started to unravel as the city started looking into how many people might actually show up for such an event. After Denton's city officials started calling their Oklahoma counterparts and inquiring about free shows and large festivals, based on past The Flaming Lips events, the projected turnout jumped from 6,000 to 9,000 to between 15,000 and 20,000. Denton's police and fire officials took one look at aerial photos of the area downtown where East Hickory Street was to be closed off and determined that the space wouldn't hold that many show-goers.

On February 19, the NX35 blog announced that the free show would have to be moved nearly a mile and a half away from downtown to the North Texas Fairgrounds.

The following Tuesday in Denton's City Hall East, Flemmons and the NX35 operations team met around a wooden conference table with nearly a dozen Denton officials ranging from fire and police to parks. The North by 35 crew found out that a Camel cigarettes tent that was going to be set up in a city parking lot might be an issue.

What the city doesn't know, or realize yet, is that alcohol and tobacco sponsors are the bread and butter for smaller, not-yet-­underwritten festivals like NX35. Camel was supposed to have two "adult-sampling" tents set up during the four-day event, one at the fairgrounds and one near a "walkable" portion of the event near the Wells Fargo building on the square. Together the tents meant $10,000 in sponsorship money.

Then, to make matters worse, now that the possible number of attendees had been capped at 15,000, the NX35 crew started hearing the final estimates of what the city would have to charge to staff the event. Approximately $9,000 for police and another $9,000 for EMTs. The festival also needed a laundry list of special event permits.

Suddenly, everything had changed.

On Friday night, less than two weeks away from NX35, a handful of key volunteers met at the NX35 office. The cigarette-sampling tents were officially not going to happen. And, with down-payment deadlines for bands rapidly approaching, the loss of the Camel tent really was the straw that broke the camel's back. Every contingency plan was on the table — even canceling the show.

By Saturday, Flemmons was running out of time and out of options. By Sunday morning, he was on his way to Oklahoma.

Nothing was resolved during the Monday morning meeting with Booker, who was to call Flemmons as soon as some decision from the Lips' camp could be reached. But the programs were due at the printers that night, and, if they wanted to be sure to get them printed before the conferette was underway, then the programs needed to be sent out immediately.

There were two versions of the program — one that included the Lips show and one that didn't. They sent the printers the one including The Flaming Lips/Midlake show.

Finally, Tuesday afternoon Booker got back to Flemmons by phone. The last-minute road trip to Oklahoma had paid off.

"The show's on," Flemmons said later that day. "And this is a good day, because, well, it's the first time in almost a week that the stage, and the festival, have felt secure." He declined to go into the specifics of the conversation, or negotiations, but it doesn't take a veteran band manager or booking agent to figure out that The Flaming Lips agreed to take less money for playing NX35's free show.

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