MUTABLE TROUPE RAY'S Vast Basement can get, well, vast: the ensemble has numbered as large as seven, including horn players, a violinist, and dancers. The recent midweek incarnation at Cafe du Nord turned out to be simpler, though, with Colin Held dolled up in old-school gambler attire and picking guitars alongside mustachioed, gentle-giant bandleader Jon Bernson and vocalist Ann Marie Taylor in an elegant black dress.

The intimate feel was appropriate because Bernson is a storyteller at heart – a singer-songwriter whose lyrics revolve around a fiction about a 100-million-year-old coastal cave and the nearby town of Drakesville, and trace the generations that convert the cavern into a home, a meeting place, and a speakeasy.

The small lineup left room for Bernson's songs to shine, but the show deserved to be enjoyed by a bigger crowd. Enthusiastic fans filled much of the space for the modern-day glam of southern California's Gram Rabbit just a half hour earlier, but only a few dozen lined the walls as Ray's Vast Basement played. Maybe the rainy weather sent clubgoers home early, or maybe they considered Ray's a cool-down interlude after Gram Rabbit's danceable energy.

Which was too bad, because those who stayed were taken by Bernson's darkly country-tinged songs and transfixed by his poetic narratives. He draws frequent comparisons to Tom Waits for the cast of downtrodden, often doomed characters who flit through his work. But it's not an apt description. Bernson's voice lacks that gravel, and his stories draw more from the mystic and the fantastic, with abstract lyrics and ghostly imagery.

In full force, Ray's Vast Basement load their music with a sense of subtle disquiet. Electronics and other embellishments add ominous shadows that nibble at the corners of otherwise folky tunes. In the stripped-down format, however, Bernson's songs developed a warm and even gentle air. It helped heighten the presence of the songwriter's own personality in the music, which is appropriate because, Bernson said, these songs in a way replace the family history he's never had. The storyteller, it turns out, comes from a reticent family that has always shrugged off his questions about the past.

Noisy aspects were there too, provided by Held. On electric guitar, he spun occasional crosscurrents of dissonance to provide an edge without breaking the introspective mood. Guitar effects included the eerie shimmering sounds that opened the set at the start of "The Darkness," a spoken word tale of a supernatural shadow invading the town near the cave. The song blended into the spooky drift of "Invisible Chords" – lyrics flashed images of sea and shore, and at the end, an anonymous pair of lovers parted: "Daybreak's coming, and that big red sun / Will rise in her eyes to tell her she's done."

Songs like "Eastern Side" carried sad tones that evoked something beloved but lost, while "Hesitation" presented a happier, folky feel with strong three-part harmonies. A couple of new songs even let Bernson and Held rock out a little. The highlight, "Crystal Clock," combined pulsing guitar chords with rapid vocals. And "Hollow" began with a comforting feel – "I will be your mirror and never go away" – that shifted into two-guitar chaos as Taylor's wordless vocals soared overhead.

Not a slave to his own creation, Bernson also ventured outside the Vast Basement oeuvre. The gritty "She Is My Diary" was his contribution to a compilation of anti-love songs – that is, "pro-love in an anti-love song way," he said. The show closed with "Cannery Row," part of a cluster of John Steinbeck songs Bernson prepared for a staging of Of Mice and Men. Tender and sad, it was like a friendly night-light, as the storm raged outside. Ray's Vast Basement perform Wed/23, Actors Theatre of San Francisco, S.F. (415) 296-9179. (Craig Matsumoto)