Instead of performing at Lockn’ Festival, Bill Kreutzmann opted to bring his Billy and the Kids project to Charlottesville’s Jefferson Theater after the Arrington, VA festival’s Thursday slate was canceled due to weather.

While the band was originally supposed to perform at Lockn’ with Dominic Lalli and John Popper, they welcomed out a couple of special guests during their show in Charlottesville. Popper joined in as previously scheduled for “Hard to Handle” and “Foolish Heart.” He would return later on for the set-closing “Not Fade Away.”

Eric Krasno spent the majority of the set with Billy and the Kids, who will jam with Bob Weir on Saturday at Lockn’. The guitarist came out for the first-set closing run of “Brown-Eyed Woman,” “Shakedown Street,” “Loose Lucy” and “Deal.” He then returned for most of the second set including “China Cat Sunflower,” “I Know You Rider,” and the encore take on “Quinn the Eskimo.”

Here’s a look at the setlist:

Set I: Alabama Getaway, Me And My Uncle > Big River, Loser, Brown-Eyed Women*, Shakedown Street* > Loose Lucy* > Deal*

Set II: China-Cat Sunflower* > I Know You Rider*, Cats Under The Stars* > Jam* > Jack A Roe*, Hard To Handle*#, Foolish Heart*# > Drums > Space > Eep Hour > To Lay Me Down > Uncle John’s Band > Not Fade Away*#

Enc: Quinn The Eskimo*

Notes: *w/Eric Krasno #w/John Popper