JEFF RAY LOOKS resigned. I look obstinate. We both look tired.

No doubt the Mission Creek Music Festival founder is weary of the last-minute preparations for the eighth annual event – there are artists to be confirmed, band descriptions to write, meetings to take, producers to chat up. You know, the usual. I was just another worry, pestering him about the now beloved monster he begot seven years ago.

By last year, the fest had spiraled, almost tantalizingly out of control, into an event of about 75 mostly homegrown artists. It had gotten too big for its Mission-area britches – bigger than Rainbow Grocery, where Ray works and now sits, burning late-night bandwidth. This time last year, at rest for a few moments in Farley's coffeehouse on Potrero Hill, a slightly overwhelmed- and panicked-looking yet bright-eyed and energized Ray sat before me, saying the inevitable. The festival was probably going to be smaller in 2004. He was having a hard time saying no, like any good Buddhist boho party host who lives in the moment, but this soiree was getting out of hand.

Instead, last week, the former Zmrzlina leader, current Radius member, and sound artist found himself directing traffic, and fielding phone calls like a vaguely abstracted dad. Yes the Mission Creek Music Festival is larger than it was last year – with more than 100 of the unusual suspects this time around. Yes, there's hip-hop this year, in the fine form of Zion-I and Crown City Rockers. Yes, there are special events: a program of videos featuring DJ Shitbird, MX 80, Dan the Automator, and others, curated by filmmaker Danny Plotnik; a rock storytelling night with performers like Nate Denver and Lynn Breedlove, hosted by writer Beth Lisick; and various Hemlock Tavern Bed-Ins populated by pajamaed musicians. Yes, the fest is more "underground" than before, but that's not for lack of trying – some bands' guaranteed fees are more than the producers could afford. Yes, you can have ice cream after dinner.

Preoccupied with his recent European tour with local singer-songwriters and future media and performance collaborations with Swedish pals, Ray freely admits that his team of young, fresh producers provided the impetus this time around – consider this a play date run amok.

And almost as a demonstration, he calls one of his main producers, Meghan Hickey, to hop over to the store minutes before midnight, and she happily does so, singing the praises of Neil Hamburger, who hosts the opening-night fete at the Lab May 26.

Ray lies back and lets her do the driving. Yeah, disaster might strike, bands might fall through, hearts might be broken, bruises might be gotten, but it'll all work out in the end.

That passing of the generational baton seems to underlie this year's fest – as bands crammed with S.F. underground music vets, such as Condor and Kyle Statham of the newly revived Fuck, bump lineups with relative newborns such as Odessa Chen and Fuckwolf. And nowhere is that hands-across-the-generational-line ritual more apparent than in honorary L.A.-S.F. hot band Hard Place, now best known for their early-December run-in with Courtney Love after the LA Weekly trumpeted their show as being mighty similar to that of Nirvana's back in their unknown days.

Love took a break from rehab to check them out. Drummer Tom Marzella says, "We never in a million years thought we sounded like Nirvana, but she did us a huge favor. We were written up in Star magazine before we were written up in the Bay Guardian!"

Marzella laughs gently. He's a perfect incarnation of that old-new Bay Area underground paradigm. I first met the former Marzipan and Panic Ear Service drummer when he was living illicitly in a '90s performance space at Bernice and Division Streets. The Echonet label operations shared the space with theater productions and benefit shows by Neutral Milk Hotel, the Dandy Warhols, and Daevid Allen of Gong. "I started the place," Marzella says neutrally. "We found that in paper, and it was for rent, and they were dumb enough to rent it to us."

The Bernice Street space closed in 1996, and Marzipan broke up in '99, but Marzella is heartened by the fact that the leather bar round the corner, the Eagle, keeps the live music going these days – thanks staffers like bartender Doug Hilsinger of Waycross. "It used to be bad disco music all the time, and now they have the best DJs in S.F. there," Marzella raves, adding that Hard Place played their first show there and recently threw a CD party for their new self-titled mini-LP.

Now, with his Hard Place bandmates – singer-guitarist Freddy Cristy and keyboardist Nathan Shafer – relocated to L.A., Marzella feels like he's experiencing the best of both cities, and particularly a revived Bay Area.

"A few years ago everyone was leaving, then a whole new crop of people came and hooked up with people who stayed," he muses. "I feel like I moved, and I didn't have to move! It's all new people, and the people seem really open, and really superfriendly, and really knowledgeable about music history. You have kids like the Cuts, and they're playing obscure music, and here I am almost 40 years old, and they have the same records I do. It's pretty strange. I never thought I'd meet kids who would have that kind of stuff."

When he's not bonding with others over comps like Chocolate Soup for Diabetics, he's playing with the renewed, renamed Ohm-a-Revelator, now dubbed Spirit Gun, which is playing May 31 at the Make-Out Room as part of the festival. The original band included Bobby Ray from Mingo 2000, Cole Palme from Factrix, and Greg Saunier of Deerhoof and Curtains. Ex-Caroliner member Tanya Shaia now plays bass for Spirit Gun, but back in the day, Saunier would play the instrument and drums at the same time. "They were just a weird three-piece band, so weird. Then they had me play drums; Greg moved to bass," Marzella says. "Deerhoof was just barely starting then, and at that time Satomi was in the front row of the shows dancing."

He remembers the band, Zmrzlina, and Red House Painters sharing the Art Explosion rehearsal space at 17th Street and Potrero Avenue, where they languished in relative obscurity – in contrast to today, when their chums came out in force for their first reunion show at the Hemlock April 20 and Winston Tong of Tuxedomoon counts himself among their fans.

It's enough to go to anyone's head – though Marzella has a sense of perspective. "Mission Creek is really a musician's festival," he observes. "Most of the people in the audience are musicians that are playing some other show. It's pretty open."

And perhaps we should simply enjoy that sense of possibility while it lasts – before the inevitable naysaying starts. Hard Place bandmate Shafer has heard it all before.

"San Francisco is funny because people always say, 'Oh, you should have been here five years ago.' And then I'll talk to people, and they'll say, 'I've lived here for 20 years, and people always say that. In 1980, they were like, "You should have been here in 1975." ' "

Quit your bellyaching and tell Sonic Reducer all about it; e-mail kimberly@sfbg.com.

Random Mission Creek Music Festival picks

Colossus play with Mary O'Neil, Kyle Statham, Lonelyhearts, Todd Costanza, and Sean Smith June 3, 9 p.m., Hemlock Tavern, 1131 Polk, S.F. Call for price. (415) 923-0923.

Cuts play with Whysall Lane and Spirit Gun Mon/31, 8:30 p.m., Make-Out Room, 3225 22nd St., S.F. Call for price. (415) 647-2888.

Hard Place perform with Von Iva, Boyjazz, and Strength Sat/29, 9 p.m., Cafe du Nord, 2170 Market, S.F. $10. (415) 861-5016.

Mt. Eerie (Microphones) performs with Little Wings, Lazarus, Pipi Migou, and Thanksgiving Fri/28, 9 p.m., Cafe du Nord, 2170 Market, S.F. $10. (415) 861-5016.

Papercuts perform with Moore Bros., Minmae, and Happiness Tues/1, 8 p.m., Make-Out Room, 3225 22nd St., S.F. Call for price. (415) 647-2888.

Piranhas play with E-Zee Tiger, Hospitals, and Rock 'n' Roll Adventure Kids Wed/26, 10 p.m., Hemlock Tavern, 1131 Polk, S.F. $7. (415) 923-0923.

Tarentel play with Willits and Eats Tapes Fri/28, 8 p.m., Edinburgh Castle Pub, 950 Geary, S.F. Call for price. (415) 885-4074.

I might go to these shows if I were you, but of course I'm not you

Antietam play with Yo La Tengo, Fri/28-Sun/30, 9 p.m., Fillmore, 1805 Geary, S.F. $20. (415) 421-TIXS or (415) 346-6000.

Cat Power plays with Women and Children and Mt. Egypt Wed/26-Thurs/27, 9 p.m., Great American Music Hall, 859 O'Farrell, S.F. $17. (415) 885-0750.