Birmingham Alabama's Zydeco, circa October 2002: a bar that looks like your church's rec room, complete with foam board low ceilings and zero air circulation and a pole in the middle of the dance floor. Oh, and a fooze ball machine (or maybe it was a pool table), if I recall correctly. There were only about 25 people there that night, many of whom had heard of Umphrey's McGee due to the previous summer's Bonnaroo performance. I went with a couple of friends of mine from Atlanta. I was hooked after that night.

Fast forward to December 30th, 2004 in Chicago, IL where Umphrey's core fanbase huddle in the chilly December air in a line extending outside of the Riviera Theater and around the next block. The green florescent lights from the city's legendary jazz bar, The Green Mill, are visible from the marquee as you watch the long queue evaporate around the side of the building. When I exited the train, I was greeted by at least five ticketless individuals on the train platform. The entire walk to the venue is littered with desperate frowns and eager eyes and single fingers raised in the air. I either want to call on someone, thinking back to Ms. Farris, my third grade teacher, or pull their finger, thinking of the gross boys after lunch hour in the sixth grade. Instead I smiled at them and wished them luck. Both nights sold out two weeks in advance.

Inside, The Riviera is bedecked with long strains of twinkle lights hung from the opera boxes on both sides, and along the entire balcony. It is a circus motif, adopted for the duration of the two night stand, complete with juggling clowns and balloon animals. And a circus indeed it is; the venue is absolutely packed with ancy fans awaiting the entrance of Buckethead and later, Umphrey's McGee aka "The Greatest Show On Earth."

It was (and is) impossible for me to fathom how a band can grow by such a dramatic scale in only two years. But I suspect it has something to do with the enthusiasm and rigor this band brings to the stage and their ability to mix dark, ominous songs and jams with songs like "Sister Christian" and the encore on the 30th, Van Halen's "Panama." I suspect that the band has learned how to take their music just seriously enough to be taken seriously, but not too serious to be considered overly serious. Eloquent yes? But seriously, the performances on the 30th and 31st are testimony to an ever growing fan base and critical recognition. On the 30th, jams out of rarity "Much Obliged" and fan favorite "Der Bluten Kat" ranked high on the woot-meter. The intricate "Fussy Dutchman" was near flawless.

Waiting in line again on the 31st, masochistic circus performers tempted the crowd to staple dollar bills on their chests with staple guns. One Marylin Manson-esque character dangled a live scorpion over people's heads while he walked up and down the line asking if anyone wanted to pet it. Inside on the 31st, an acrobatic couple used each other's body's to form virtually impossible looking poses. This same couple came out during set break, to exhibit their expertise on two high ropes descending in front of the stage. Mini Kiss, a little-person tribute band for you guessed it, Kiss, got the crowd fist-pumping and beer-guzzling in their anxious wait for Umphrey's three sets.

On the 31st, the band let their really short hair down? early in the first set during what is tentatively titled "The San Francisco Jimmy Stewart" or "San Fran Stew." "Prowler" was the initial head banging tune of the evening. The second set included several cover songs, including a calypso reprise of the previous night's "Panama," "Ophelia" as well as "Sledgehammer." "Sledgehammer" was accompanied by a horn section, as were several other songs throughout the evening. Now, I have held a strong disdain of the metal anthems "Miss Tinkle's Overture" and "Mulches Odyssey," because of their heavy rotation in Chicago show setlists. However on this night, I was a believer. Cinninger and Bayliss shred with a fury I had not previously witnessed.

It seemed as though all was going according to plan. But wait! A snag! I proceed to the bar around 11:15 to stock up on Champaign for the approaching midnight celebration. But what to my wondering eyes did not appear! No champagne anywhere! I'm not asking for Dom or Cristal here guys, a little Korbel would have done the trick. Alas, it appears that champagne was the only oversight on an otherwise stupendous evening. At midnight balloons and confetti dropped over the crowd as the band played Auld Lang Sine. "Plunger" was the first song played in 2005. More notable moments in the set were a cover of The Band's "Don't Do It," and "Wife Soup" which featured two female acrobats dangling from trapezes on stage during the entire song.

"It's all your circus now," crooned Bayliss at the closing of their final set. Bleary-eyed concert goers gave a final woot during "In the Kitchen" before the mass exodus into the streets of Chicago began.

In retrospect, this two-night stand wasn't all that unusual (outside of the masochistic clowns I told you about). It's not unusual for Umphrey's McGee to rise to the challenge when the pressure's on. It's not unusual for the band to play consistently great throughout five sets on two nights. It's not unusual for them to be loved by anyone. What is unusual is the huge growth in audience size garnished in the last two years. Judging by the performances on the 30th and 31st, it's hard not to say the sky's the limit.