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The '70s progressive rock rose like a phoenix last night - with the help of a few thousand die-hard fans.

The five-hour show began with Orleans' fully acoustic set. Guitarist/vocalist Larry Hoppen, who also played the trumpet and keyboards, his bass-playing brother, Lance, and guitarist/vocalist John Hall opened the nostalgia with their soothing harmonies and savory melodies.The band's 1975 Top 10 hit "Still the One" was a smash with the mostly older audience. "Love Takes Time" took on a new acoustic dimension, while the mandolin-like "Dance with Me" filled the air. The Orleans set was the perfect counterpart to the others that played.

The voice of elfin Pat Benatar, the forerunner of today's angst-ridden women bands such as Babes In Toyland and Bikini Kill, was heard again. Her set opened with the progressive, yet angelic, arrangement of "Shadows of the Night," and quickly slipped into the cutting seductive hit "We Live for Love" taken from her 1979 debut "In the Heat of the Night."

Benatar, dressed in a black flowing evening suit, hadn't changed, except for her lightly dyed hair. Although her voice sounded a little more mature, every note rang true.

Guitarist Neil Giraldo, was still the amble-fingered guitarist Ben-a-tar married 10 years ago. Drummer Myron Grombacher and bassist Mick Mann solidified the mixes that also included key-boardist/guitarist Suzy Davis.

The Carribean-tainted "We Belong" featured Orleans on back up vocals and came before a bluesy ditty called "True Love."

"Heartbreaker," Benatar's first single (and Top 10 hit) roared out of the speakers as did the anti-abuse statements "Love Is a Battlefield," "Hell Is for Children" and "Hit Me With Your Best Shot" - the latter featuring a choir of four chosen audience members.

"Promises in the Dark" and "All Fired Up" served as the encore.

Fleetwood Mac, comprised of vocalist Becka Bramlett, guitarists Billy Burnett and ex-Traffic member Dave Mason, bassist John McVie, drummer Mick Fleetwood and keyboardist Steve Toman, jammed through the hits, including "You Make Lovin' Fun" and "Go Your Own Way."

Though the set was short (it also included Fleetwood pounding his drum-pad gadget vest), the band held nothing back. Mason fingered out his hit "We Just Disagree" and even cranked out Traffic's "Mr. Fantasy" before the band ended with the shuffle-rock of "Don't Stop."

The encore featured a new acous-tic lullaby called "Dream the Dream," written for Fleetwood's son Wolf.

REO Speedwagon opened their set with "Don't Let Him Go" and led into "Take It on the Run," both from their No. 1 album from 1980, "Hi Infidelity."

REO's set was pure nostalgia - except for a new country-flavored single "When I Get Home."

Guitarist/vocalist Kevin Cronin, bassist Bruce Hall, keyboardist Neil Doughty, guitarist Dave Amato and drummer (properly named) Bryan Hitt brought a rush of Junior High School memories with the ballads "Keep On Loving You," "Time for Me to Fly," an acoustic version of "In My Dreams" and the No. 1 hit "Can't Fight This Feeling."

To counter the mushiness, the band exploded into tight renditions of Hall's "Back on the Road Again," "Roll With the Changes" and the scathing "Ridin' the Storm Out."

Each band played hard, and had a genuine good time - though REO sometimes fell victim to the throwning-the-pick-into-the-audience cliche.' Each set sounded great.

So hang on to those lava lights and vinyl 45s - you never know when you're gonna need them again.