YOU'D THINK THAT after all the years that Noise Pop has showered us with distorted guitars and sugary melodies, we'd all be Noise Popped out by now. Yet I have nothing but enthusiasm for the 10-year anniversary of the festival that started in 1993 with just three bands – Overwhelming Colorfast, the Meices, and ‘Carlos! – at the Kennel Club (now the Justice League). That's not to say I don't have a criticism or two. Once again I feel pressured to pick favorites and choose between two competing shows. And my patience for bands that make sounds better suited for corporate-rock mating rituals wore thin a long time ago. Last year's stretch into new categories of noise made many wonder what was the point in calling it Noise Pop, especially since acts like the Damien Jurado could barely be heard above a whisper. Still, I had no gripe with that. There would be little in the way of material or relevancy if Kevin Arnold had held a purist position. Many of the bands that got this whole party started – Sugar and the Meices, for example – have split up. This year, though, it's particularly hard not to feel a little nostalgic for the early days, knowing that the Fastbacks are packing it in after taking their final bow on the Bottom of the Hill's stage. Bands like Superchunk will always be cool, but they aren't hip anymore. This year, in which the festival opens up space for synth-centric bands, seems like a good time to remind ourselves that this thing we call indie rock has some guidelines worth holding on to: play loud but don't overproduce, write songs about your life, and make the tune something memorable. Don't forget to check "command central" (www.noisepop.com/2002/sf) for panel and film-screening times and locations.

Tues/26

Death Cab for Cutie • The Dismemberment Plan • The Velvet Teen • Aveo

Bimbo's 365 Club, 1025 Columbus, S.F. $15. (415) 474-0365. Sold-out.

There's little truth in advertising, but indie rockers are just as bad. Seattle four-piece Death Cab for Cutie seem like nice boys, more likely to invite their parents to a show than to chop them into little pieces while they sleep. Yet they and their set-mates the Dismemberment Plan insist on calling this a stop on the Death and Dismemberment Tour, giving the impression that they hail from some Nordic country where bad-tempered black metal rockers climb the walls of their jail cells. No matter, it's the first night of Noise Pop, there are no other festival gigs competing for your time, and the only major hindrance to seeing this show is the fact that you won't find a ticket for love or money – well, maybe for more money. (Look for scalpers in cardigans.) I'm always getting hung up on bands whose lyrics sound like letters and diary entries, and Death Cab set theirs to melody so very well. Ben Gibbard's voice has always drawn comparisons to Doug Martsch's – so often, in fact, that I hate to mention it. However, that same silvery quality in his vocals is what first drew me to the band. As for blood and guts, Death Cab let theirs show in a tastefully melodic fashion. One track on opener Aveo's Bridge to the Northern Lights sounds suspiciously like a souped-up "If You're Feeling Sinister," but they fit nicely on the bill with Death Cab for Cutie, whose Barsuk label is distributing Bridge. Also keeping it in the family, the Velvet Teen's new album, Out of the Fierce Parade (Slowdance), was produced by Death Cab's Chris Walla. (Lynn Rapoport)

Wed/27

The Faint • I Am Spoonbender • Adult. • Ghost Orchid

8 p.m., Bimbo's 365 Club, 1025 Columbus, S.F. $14. (415) 474-0365. Sold-out.

Since we're all musically progressive citizens of century 21, we're way past reviling synthesizer bands for not being rock enough. Synth music wasn't just something to aerobicize to back in the '80s, you know. And Adult. aren't the first guitarless group to play Noise Pop (last year No Forcefield played Justice League, and Autechre performed in Chicago), but their presence tonight shows that the festival remains elastic enough to make way for some new noise. The Faint's hammering dark wave and healthy heartland looks under black eyeliner might be the reason this show was among the first to sell out. But it's the Detroit duo's Kraftwerk-to-the-max grooves that take me back to my teen years, when I cruised suburban-Chicago streets with sexually ambiguous guys named Slash, listening to endless streams of electro mixes. I find myself clinging to Adult.'s sterile vocals, robotically confessing to fear of public places and human contact, like a security blanket. So do our local skinny-tie band, I Am Spoonbender, who pushed to get them on the bill. Combining live drums, a turntablist, and analog synthesizers, the prog-pop group once transported me light years away from earth and then brought me back down to the ground in a 20-minute set. Ghost Orchids, another '80s-inspired group, feature Spoonbender's Marc Kate on keyboards. Thanks to these bands, recent Slavic émigrés and East Bay goth kids will never have to know that this stuff went totally out of style during the lo-fi '90s.

9 p.m., Bottom of the Hill, 1233 17th St., S.F. $14. (415) 621-4455.

Folk Implosion Lou Barlow and John Davis are finally making an effort to become comfortable in their own skins as pop-song writers. On their most recent album, One Part Lullaby, the famously tortured Barlow sings a new tune about filling his lungs with sky. "Just shut up and fly," he grumbles under the refrain "I am falling." That an old lo-fi brat could grow some sun-shining hippie whiskers makes him all the more lovable.

Alaska I don't know what's up with Imaad Wasif, guitarist-at-large for Folk Implosion, and his fiery folk-rock band these days, but last seen at the Bottom of the Hill, the singer kept the emotionally explosive vocals he used in his old emo punk band Lowercase as an undercurrent to this melodic outfit.

Track Star They're still the same bipolar band of blistering loud and library hush, even with new drummer Brian Gurgis, Imaad Wasif's onetime other half in Lowercase.

KaitO The Bay Area's Devil in the Woods label branched out recently to sign this English quartet, who could be confused with Elastica doing the Cure.

9 p.m., Cafe du Nord, 2170 Market, S.F. $8. (415) 861-5016.

The Extra Glenns Mountain Goat John Darnielle enlists Franklin Bruno of Nothing Painted Blue and Berkeley's Absolutely Kosher label to Glenn-ify the world with this folk-and-roots acoustic duo, which could very well mean we will all soon realize that each moment and every interaction of our little lives is worthy of a song.

Rilo Kiley The earnest and studied pop group from Los Angeles sound like a Mary Lou Lord and Elliott Smith duet that has yet to build up the grit of having really lived.

Xiu Xiu Using homemade instruments and unusual characters to populate their songs, the Bay Area quartet fronted by Jamie Stewart are so indie they don't even sound like indie rock. Instead they climb way out on a limb to pull on branches from world music and graft them into a theatrical new-wave sound.

20 Minute Loop Owing to excellent vocal interplay that brings to mind the Throwing Muses, the well-meaning local quintet shouldn't be overlooked, but they have yet to ever really get their due.

Thurs/28

6 p.m., Make-Out Room, 3225 22nd St., S.F. Free. (415) 647-2888.

Pinq Frontman Tim Mitchell uses absolutely no emotional restraint as he sings about earthly concerns like an astronaut lost in the heavens. Feel the power of his space-rock quartet's crushing pop.

Jason Lytle Don't miss a rare chance to see the shy Grandaddy songwriter and producer appearing someplace other than his hometown of Modesto or the Warfield.

The Long Winters Barsuk Records hopes for an early spring with the release of this group's sugar fix, The Worst You Can Do Is Harm. The Long Winters feature John Roderick, formerly of Harvey Danger.

Buellton The band from the town of the same name prove that musicians think there's a market for midtempo rock music.

Pedro the Lion • The Stratford 4 • Seldom • Sarah Shannon

8 p.m., Slim's, 333 11th St., S.F., $10. (415) 255-0333. Sold-out.

Getting into heaven never seemed so fraught with menace and bad intentions until Pedro the Lion, the largely solo project of David Bazan, devoted an entire album to the subject. I hadn't given it much thought, but Bazan had. Winners Never Quit strings together tuneful depictions of evil striving to pose as goodness, all linked by an epigraph in the liner notes: "a good person is some one who hasn't been caught," a lovely sentiment from a musician surrounded by rumors of religion. Imagining it might be good for my soul, I used to join in on "Slow and Steady Wins the Race," a catchy tune of brotherly neglect with fratricidal undertones. The song looks forward to a heaven full of golden mansions with murderers living inside, and the moral of the story doesn't come until the end of the album. Pedro the Lion's earlier full-length, It's Hard to Find a Friend, contains rueful conversations at the speed of unsure thoughts, old stories told from memory and imagination, gentle exchanges between fathers and sons, and a lyric I've always liked and never known why: "I treated you like a princess / You treated me like a cop." A new Pedro album, Control, is due out on Jade Tree in April; hopefully we'll hear some of it tonight. Opening up for Pedro the Lion are locals the Stratford 4, who have a new album, The Revolt Against Tired Noises, out on Jetset and, more important, play prom in my alternate reality. Lead singer Chris Streng's vocals drift up to the ceiling with the balloons nobody's managed to pop, and everybody slow-dances to romantic songs by themselves, despite the heartfelt pleas of the band. Also on the program are Seldom, whose members play backing band for Bazan, and ex-Velocity Girl Sarah Shannon. (L.R.)

9 p.m., Bottom of the Hill, 1233 17th St., S.F. $10. (415) 621-4455.

The Makers Uh-oh. Seattle's bad boys are coming down here again to play some loud and mod garage punk, kick everyone's ass, and sleep with all the women in town. What took them so long?

Pleasure Forever Changing their name from Slaves and signing to Sub Pop, the local trio have refashioned themselves as international men of intelligence and excess. Not bad, but it was cooler when Bowie did it in the '70s.

The Richmond Sluts Armed with rakish good looks, tight jeans, and a strong local following of horny groupies, these fellows play down-and-dirty '70s punk rock and roll. Why are they not opening for the Donnas?!?! Inter-audience hook-up potential would be mega.

The Substitutes With so many bands like their bill-mates covering all the prime retro territory, this trio went after an untapped nostalgia market by doing justice to the '70s hard rock sound, from a time when Jack Daniels and prescriptions for antibiotics were de rigueur tour amenities.

8 p.m., Great American Music Hall, 859 O'Farrell, S.F. $10. (415) 885-0750.

Gorky's Zygotic Mynci The eclectic Welsh quartet, who whimsically mix their elfin folk songs with Manchester rock, deserve credit for capturing a wide audience even while singing in their native language.

M Ward Much like the prodigious Portland folkie who came before him, Matt Ward has a whispery, weary voice and a fingerpicking hand. Ward, formerly of Rodriguez, often plays lap steel guitar and is much more of a traditionalist.

Whysall Lane Versus member Richard Baluyut has been touring solo, often tag-teaming with Teen Beat label owner Mark Robinson of Unrest fame and occasionally playing a Depeche Mode cover.

Mellow Drunk The local outfit's chamber pop fits well with the Welsh headliners.

Fri/1

5 p.m., Cafe du Nord, 2170 Market, S.F. $6. (415) 861-5016.

Call and Response The popular local group put a fresh squeeze on last year's self-titled release with some new electro-pop material. All hail the citrus-pop underground.

Persephone's Bees The Bees are possibly San Francisco's busiest band – rocking their '60s psychedelic pop almost weekly, dragging a heavy vintage organ called the "fun machine" to one gig, and honing their act into one of the city's finest.

Matt Pond PA The collegial sextet from Pennsylvania craft quiet, string-filled pop. Rumor has it they were this year's discovery for festival organizers.

8:30 p.m., Bimbo's 365 Club, 1025 Columbus, S.F. $22.50. (415) 474-0365. Sold-out.

Modest Mouse It's hard to believe that Modest Mouse, who formed in 1993, are almost as old as Noise Pop. They've been thought of as the next big thing for a long time. After landing on Sony during a major bidding war, the group have hit something like the big time. Guess you can't call their wild and uncompromising music indie rock anymore.

The Beachwood Sparks If you can look past the Los Angeles quartet's slavish imitation of Gram Parsons, you'll notice that every song from these talented musicians is a cut above those delivered by other shaggy-hair bands.

The Aislers Set What are the beloved local supergroup (featuring Amy Linton, formerly of Henry's Dress, and Wyatt Cusick, of Track Star) doing on this bill? The jangle pop group belong in a pub whooping it up with some of their home base and Portland band friends, not entertaining the major-label suck-ups.

Gadget The sometime collaborator of Tommy Guerrero runs the Form 8 label and is purported to make "Franpsycho downtempo." This does not bode well.

9 p.m., Bottom of the Hill, 1233 17th St., S.F. $12. (415) 621-4455.

The Dirtbombs Blues-battered punk from Detroit's central scene-maker, Mick Collins. Along with the Gories and the Screws, he laid seed for the White Stripes and, well, basically the current flavor of rock music in general. Nothing artificial added here, just double drums and double bass, the better to make a big-ass racket.

The Go Slicker, younger, and prettier than the Dirtbombs, the five-piece also lay claim to the late-'90s garage rock revival scene in Detroit, but the Go enjoy more push on the Sub Pop label than the headliners had when they got their start.

The Sermon Not much is known about this band, who have played out just four times, are alleged to wear only black garments onstage, and use vintage gear. With members of the Revelers and the Fells among their ranks, expect more dirty riffage to stink up the room.

The Hotwire Titans Even less is known about these hard rockers. Just as long as they've had all their shots, there shouldn't be any harm in catching their act.

Lilys • eE • Electro Group

10 p.m., Cafe du Nord, 2170 Market, S.F. $8. (415) 861-5016.

Kurt Heasley, the only constant in Lilys, caught a lot of flack for making music that paid strict homage to Britain's much worshiped My Bloody Valentine. But true fans of the U.K. group's shoegazer sound don't care who rips off what, just as long as they can get more of it. And Heasley was one of the few imitators who actually made albums worthy of Kevin Shield's ears, in part owing to his fastidious attention to detail and his experimental recording practices. Yes, 1992's In the Presence of Nothing is totally derivative, but who cares when we all know that MBV's Shields is so stymied by his own unattainable perfection that we'll never get to hear the last album he recorded. Meanwhile, Heasley, who had countless associations with D.C.-area dream popsters like Unrest, Velocity Girl, and the Ropers, kept changing lineups and morphing the Lilys sound until he released Eccsame the Photon Band in 1995, which added some breathing space to the once-impenetrable walls of sound and caused the phrase "mediocrity borrows, genius steals" to come to critics' minds. It's the only album that's ever made me want to try heroin, but listening to it on headphones is probably just as good. I had hoped he'd put out another hundred albums like it, but Heasley moved on to making Kinks-inspired Britpop. He proved himself a fine craftsman of the style but eventually knew he'd have to develop something he could call his own. He didn't quite hit his mark with The 3-Way, but I expect good things of this rare performance, which includes recent collaborator Aaron Sperske from the Beachwood Sparks. Our very sweet eE, with former members of Korea Girl, and Sacramento's dreamy Electro Group help make this one of the best bills of the festival.

8 p.m., Great American Music Hall, 859 O'Farrell, S.F. $14. (415) 885-0750. Sold-out.

John Doe and Neko Case Probably the best perk Kevin Arnold enjoys as festival organizer is wielding the kind of influence that allows him to strong-arm two rock legends, John Doe and Neko Case, to do a collaborative one-off. Of course, it doesn't hurt that festival coproducer Jordan Kurland manages John Doe. Kudos to Noise Pop anyway for having the good sense to come up with the idea.

The Court and Spark Critics lavish this remarkable four-piece with acclaim for creating a modern country rock out of hypnotic, sparse melodies. Their ability to distill an American tradition down to a stark minimalist core garnered them a spot on NPR's All Things Considered.

Virgil Shaw After his old trucker-rock band Dieselhed quit playing, Virgil Shaw found himself frequenting some of San Francisco's quieter venues, like Hotel Utah and the Make-Out Room, to play his gentle and introspective solo work.

Paula Frazer Search high and low and you won't find a better pair of lungs in the Bay Area. The former Tarnation singer's haunting cries and lovelorn tales will stay with you like a poltergeist.

Sat/2

2 p.m., Bottom of the Hill, 1233 17th St., S.F. $12. (415) 621-4455.

Versus Like their friends in Lilys and Unrest, Versus were royals of the East Coast dream pop family.

"+/-" Another project from Versus's James Baluyut and Patrick Ramos, this one includes some jazzy vocal harmonies and tripped-out electro beats.

Fiver There are more indie pop bands shimmering across the land than you can shake a stick at, but these Modesto youths have the magic spark.

Vervein A new local supergroup full of ladies, including former members of Smitten, eE, and Dolores Haze, Vervein play swirling and fuzzy rock.

4:30 p.m., Cafe du Nord, 2170 Market, S.F. $10. (415) 861-5016. Sold-out.

Daniel Johnston His songs, like his artwork, are precious little doodles that express an eternal naïveté I wish I could have hung on to like this Texan outsider.

David Dondero This young folksinger has an authentic-sounding roots voice. He puts all the twists in his wry lyrics.

Azure Ray You've heard their beautiful singing voices before, as back up for Bright Eyes.

Fields of Gaffney Kicking off a show of stripped-down acoustic artists is former Sebadoh member Eric Gaffney.

8:30 p.m., Bimbo's 365 Club, 1025 Columbus, S.F. $12. (415) 474-0365.

The Donnas When have you not had fun at a Donnas show? No amount of gossip or drooling boy fans can get in the way of the sister power that connects me with these rock and roll queens. The same goes for the Pattern!

The Pattern See above.

The Vue The festival is light on what we traditionally call noise pop, since so few of the bands that originated the sound are still together, but the Vue's second-generation take on it should suffice for fans who need a new fix.

The Evening The relatively new local group, who have a really polished sound live, have potential for making the dark wave underground accessible to a wider audience.

The Fastbacks • Overwhelming Colorfast • Fluf • Baby Carrot

9 p.m., Bottom of the Hill, 1233 17th St., S.F. $10. (415) 621-4455.

Could it be any more bittersweet that the band that inspired Kevin Arnold to start the festival decided to make the 10th-anniversary show their last ever? After 22 years of playing loud, fast rock and roll and singing her guts out, bassist Kim Warnick has finally decided to call it quits, as far as the Fastbacks go. Since forming in 1981, the group from Seattle, Wash., have taken a low-key approach to being in a band – though their speedy and anthemic power punk was anything but. Touring infrequently, changing drummers with practically every new song they wrote, and never rushing to put out another album, they laid low and watched the bands they inspired get famous. But even Superchunk can't shift from crunchy bites of guitar to jangling melodies with the seamless ease of the Fastbacks' Kurt Bloch and Lulu Gargiulo. According to lore, the Fastbacks played the first festival in 1993, even though they weren't on the bill. After playing a gig at the Chameleon, the band headed over to the Kennel Club to see their friends, the Meices, play a show being billed as Noise Pop, and they ended up playing a few songs. If it weren't for that ad hoc performance, the Fastbacks wouldn't be able to claim they've played every fest. Since Arnold and his wife are expecting their first child any second now, who knows – maybe Noise Pop won't be back either. Arnold won't say anything for sure. Best to just live for the moment and see this classic outfit rip apart the stage one last time with Bob Reed, another Noise Pop OG, reviving Overwhelming Colorfast songs with a new lineup. Dinosaur Jr.-inspired Fluf and old-school Mission rockers Baby Carrot join the party.

10 p.m., Cafe du Nord, 2170 Market, S.F. $8. (415) 861-5016.

The Moldy Peaches Come on down to hear these New York anti-folkies play timeless standards like "Who's Got the Crack?" Wearing a costume to the show is strongly encouraged.

Zmrzlina The local pop experimentalists have streamlined their sound with the recent release of their album Katastrophe.

Built like Alaska This nice local dream pop group might feel a little out of place among the above freakers.

9 p.m., Fillmore, 1805 Geary, S.F. $28.50. (415) 346-6000.

Big Star For many indie rockers, Big Star is their band's raison d'être. The Memphis legends, featuring revered songwriter Alex Chilton and original member Jody Stephans, play all their classic hits with backup from the Posies' Ken Stringfellow and Jon Auer.

Imperial Teen With a new album, On, out on Merge Records, the alternative rock outfit keep on keeping on.

The Moore Brothers Psychedelic folkies Tom and Greg Moore will astound you with their wildly imaginative harmonies as they try not to be totally freaked that they're opening for their idols on a very large stage.

8 p.m., Great American Music Hall, 859 O'Farrell, S.F. $12. (415) 885-0750. Sold-out.

The New Pornographers Neko Case throws down sass with sugar-spiked vocals like a cheerleader catching shit from the visiting team. So be sure to give her a little shit at the show – it's always fun to be shamed by a hip band's lead singer just before they let rip one of their bouncy, distortion-filled songs.

Oranger Last year veritable Noise Pop lifers Oranger put on hands-down the best show of the festival. Looking like the Bee Gees in their all-white outfits but sounding more like a very loud and hard Beatles, the group performed in front of projections of tropical fish and other colorfully mind-expanding images.

The Good Life Tim Kashner of Cursive now makes orchestral indie rocktronica.

Lunchbox These Oranger kindred spirits play fuzzy guitar pop with vintage '60s gear.

Sun/3

Lois Maffeo and Greg Moore • For Stars • Migala • Film School

3:30 p.m., Bottom of the Hill, 1233 17th St., S.F. $10. (415) 621-4455.

Tonight's show includes a special combination of bands, starting off with Film School. It wasn't long before Oakland's Greg Burton (a.k.a. Krayg Burton) started taking time out from fellow Noise Pop-ers Pinq to make his own introspective bedroom pop. His mostly solo record Brilliant Career, on Metoo!, revealed a hidden propensity for lo-fi keyboards and a Grandaddy influence. Once onstage, he expanded the sound to a fleshy folk rock. Spanish group Migala play intensely romantic, passionate music along the lines of the Tindersticks but with added electronica embellishments. They could be the real discovery of 2002. For Stars' Carlos Forster is the Brian Wilson of the Bay Area. Though he sings about his life like he's looking at it through a telescope late at night, it's the sunshine in his voice that brings tears to my eyes. Another great collaboration to come out of the festival is headliners Greg Moore and Lois Maffeo. Moore went to Maffeo's shows for years, each time giving her a tape of something he'd recorded. Eventually the folk minimalist from the Olympia scene, known to collaborate with artists such as Elliott Smith and Heather Dunn of Tiger Trap, called on our East Bay boy, and all his shooting-star wishes came true. Tonight's plan is for each of them to back up the other's songs. I can't wait to hear what these two remarkable voices sound like together.

2 p.m., Cafe du Nord, 2170 Market, S.F. $8. (415) 861-5016.

The Posies We've been seeing a lot of acoustic shows from these paisley power poppers lately. It's always a pleasure to have Ken Stringfellow and Jon Auer in the house and ready to rock.

Actionslacks They've been around since Noise Pop numero uno, and though they've gotten more instrumentally fancy over the years, you can still hear their chug-chug core.

Chantigs Often recording at John Vanderslice's Tiny Telephone studio in San Francisco, the Chantigs play '60s garage pop on cheap Casios and lo-fi guitars.

Elephone Another band who frequent the Tiny Telephone studio, Elephone play a dark and dreamy psychedelia that sounds like Beulah on the wrong speed.

7:30 p.m., Bimbo's 365 Club, 1025 Columbus, S.F. $18. (415) 474-0365. Sold-out.

Guided by Voices Perennial Noise Pop players and leaders of the lo-fi revolution, GBV make their way back to the festival after a few years in absentia. Fronted by rock savant Bob Pollard, their contribution to the obligatory 10th-anniversary Noise Pop compilation will be "Everywhere with Helicopter." Look for the comp in March.

Preston School of Industry Scott Kannberg is one of the only bona fide music bigwigs in the Bay Area. By debuting his new band at last year's Noise Pop and signing a slew of local bands to his Amazing Grease label, the former member of Pavement proves he's no slacker.

Dealership With a second album out, the charming East Bay lo-fi indie band, who put out their first record very shortly after learning to play music, are a testament to the DIY tradition.