There are few Phish engagements that inspire the same level of excitement as a Halloween run in Las Vegas. While the 2021 “costume” is still a few days away, the band wasted no time validating that excitement at the run’s first of four shows on Thursday evening.

While toying with setlist structures has been a prevailing theme of this fall tour, Phish’s MGM Grand Garden Arena opener took the games a step farther: throughout two sets, the band worked “Backwards Down The Number Line”, playing exclusively songs with numbers in their titles as they counted down from “2001” to “Character Zero”—with plenty of surprising digits making appearances along the way.

After preparing for lift-off with a gurgling intro vamp, drummer Jon Fishman launched the band into “Also Sprach Zarathustra”—better known as “2001”—for its first appearance in the opening slot since fall 1999. Like so many opening songs on this tour, this version broke free of the usual “2001” gravitational field. From dark and funky grooves to “L.A. Woman” teases to a faintly “Shakedown Street”-like disco breakdown to organic, improvised peaks worked in between the instrumental’s iconic composed climaxes, this “2001” delivered on all fronts throughout its nearly 17-minute runtime.

As “2001” finally wound down, Trey Anastasio muttered the spoken intro to “1999”, prompting roars of approval from the crowd. The classic tune’s trademark synths soon followed, launching the band into its first cover of the Prince‘s apocalyptic dance party since the Baker’s Dozen. After sending the vocals around the horn, giving Trey, Fishman, Page McConnell, and Mike Gordon a chance to roar, the band rode into a synth-heavy jam that pushed through a series of unique improv sections—from dark and crunchy to light and pretty to full-blown Trey sustain.

Phish – “1999” (Prince) – 10/28/21

[Video: Richard Wolf]

This 30+ minute “2001” > “1999” section would have made for a fun takeaway on its own, but the band was far from done playing the numbers in Vegas. By the time “555” plodded in, countless Phish fans—both inside the MGM and on their couches—were already filling in the blanks. We’re doing numbers. We’re counting backwards. The game is on.

Evoking memories of the fabled 2012 “Fuck Your Face” show at Dick’s Sporting Goods Park, Thursday’s adherence to a strict, theme-based setlist assured that virtually every song got its due time to stretch out and explore. “555” may have been the most notable beneficiary of that phenomenon. The Gordon-penned tune has always felt primed to be a jam vehicle but has never truly broken out of its shell. This “555” finally busted free, swaying with spooky synths into a pretty, flowing jam that pushed ten minutes in length.

The countdown continued as the band segued into “46 Days” for the second time in as many shows. This version played the foil to the rhythmically untethered sonic exploration of the rendition in Santa Barbara earlier this week, grooving in and out of the shadows before exploding in a white-light peak.

The clear pattern of the setlist inherently altered the way fans experienced Thursday’s show. By this point, most fans had already mapped out their educated guesses for the rest of the setlist. In a departure from the norm at Phish shows, virtually everyone “knew” certain songs would get played. Of course, the band knew that we knew, too, posing a new challenge: how can they still keep us on our toes when they’ve already given us the roadmap?

The consensus in our section was “Twenty Years Later” next—and we would be right, eventually—but Phish first doubled back to the Baker’s Dozen for a short, sweet, and pleasantly surprising “Strawberry Letter 23”. The ensuing “Twenty Years Later” was a behemoth, strolling behind Mike Gordon into a major key rock jam appropriately reminiscent of “Backwards Down The Number Line”. Things went dark on a dime, walls of eerie synths from Page and unhinged jazz freak-outs from Fishman creating palpable tension before crashing back into the song’s descending guitar coda to close the set.

The arena buzzed throughout the break as fans tried to build out the rest of the Phish setlist countdown on paper. But even though fans were likely able to guess a decent chunk of set two, the band had enough tricks in store to ensure that virtually no one had it down exactly.

Skipping from twenty down to seven, the band opened set two with a sprawling “Seven Below”, Mike punching through as Page offered up some “zombie Margaritaville” vibes on his synths. After more than 17 minutes of probing the dark depths, Trey launched into the Phish debut of Jimi Hendrix Axis: Bold as Love favorite, “If 6 Was 9”.

Phish – “Seven Below” – 10/29/21

When a new cover appears on a Phish setlist, it’s normally just that: a new cover. “If 6 Was 9”, however, was more than just a sing-along. With Trey channeling his inner Jimi and Page providing swirling ambiance, the band took the Hendrix classic out for a long walk toward a thrilling apex before bleeding into feedback around the 15-minute mark.

Phish – “If 6 Was 9” (Jimi Hendrix, partial) – 10/28/21

[Video: Gregory Marcus]

“Five Years”, the Ziggy Stardust power ballad not played since Halloween 2016 in this very building, continued the numerical trend. The first “Two Versions of Me” since 2009 (a gap of 435 shows) delved into some atypical improvisation of its own before slipping into “NO2” (the first since another instance of setlist trickery, Dick’s 2015’s “THANK YOU” encore).

With plenty of time left and the “count” now past two, Phish closed out the fantastic performance with a trio of “one” tunes—an emphatic “Army of One”, a speedy “My Sweet One”, and a jammed-out “First Tube” featuring notes of “Seven Below”—before landing in the obligatory “Character Zero”.

There wasn’t a soul in the building that didn’t see the “Backwards Down The Number Line” encore coming, but what followed offered one final surprise. As the band gathered around the a cappella mic, longtime “counting” tune “Grind” seemed inevitable—despite the fact that it had served as an encore less than a week earlier at The Forum.

For their final trick of the night, Trey, Mike, Fish, and Page offered up what LivePhish has labeled “Grind 2.0”, an altered version of the tune that heard them tally up the evening’s setlist rather than the number of days they’ve been alive… for a grand total of “4680 digits” (they meant “units,” but we’ll let them have that one).

Phish – “Grind 2.0” – 10/28/21

[Video: Joe Adler]

What. A. Show. Here’s hoping the themes continue throughout the run in the lead-up to whatever looms on the 31st (for what it’s worth, I’m genuinely stumped as to what that might be). After last night, however, the Halloween concert feels like a less pressing issue. We still have two more nights before that, and judging by Thursday’s incredible showing, odds are they’re going to be special. We’ll see you back at the MGM tonight. Now get out there and play those numbers…

Listen to a full audio recording of the show via LivePhish. Scroll down to view a gallery of photos from the show courtesy of photographer Peter Wallace.

Phish – MGM Grand Arean – Las Vegas, NV – 10/28/21

[Video: PhishArchive]

Click below to revisit Live For Live Music‘s full coverage of Phish fall tour 2021 including photos, videos, and concert recaps. For more information on upcoming Phish tour dates, head here.

Phish Fall Tour 2021 Recaps

10/15/21 Golden 1 Center, Sacramento, CA – Recap
10/16/21 Chase Center, San Francisco, CA – Recap
10/17/21 Chase Center, San Francisco, CA – Recap
10/19/21 Matthew Knight Arena, Eugene, OR – Recap
10/20/21 Matthew Knight Arena, Eugene, OR – Recap
10/22/21 Ak-Chin Pavilion, Phoenix, AZ – Recap
10/23/21 NICU Amphitheatre, Chula Vista, CA – Recap
10/24/21 The Forum, Inglewood, CA – Recap
10/26/21 Santa Barbara Bowl, Santa Barbara, CA – Recap
10/28 MGM Grand Garden Arena, Las Vegas, NV
10/29 MGM Grand Garden Arena, Las Vegas, NV – Upcoming
10/30 MGM Grand Garden Arena, Las Vegas, NV – Upcoming
10/31 MGM Grand Garden Arena, Las Vegas, NV – Upcoming

View Fall Tour Coverage

Setlist [via]: Phish | MGM Grand Garden Arena | Las Vegas, NV | 10/28/21

Set One: 2001, 1999 > 555 > 46 Days, Strawberry Letter 23 > Twenty Years Later

Set Two: Seven Below > If 6 Was 9 > Five Years > Two Versions of Me -> NO2, Army of One, My Sweet One, First Tube > Character Zero

Encore: Backwards Down the Number Line, Grind 2.0

This show featured a setlist with all songs featuring a number in their name in descending order including the Phish debut of If 6 Was 9 and several bustouts: 1999 (last played July 26, 2017, or 130 shows), Five Years (last played October 31, 2016, or 147 shows), Two Versions of Me (last played November 27, 2009, or 435 shows), and NO2 (last played September 6, 2015, or 192 shows). Trey teased L.A. Woman in Also Sprach Zarathustra and Seven Below in First Tube. In place of the usual number of days lived, Grind featured the band singing the setlist ended by noting that the songs added up to “4,680 digits.”