BY THE TIME the Orange Peels readied themselves to play the second night of the "San Francisco Popfest 2005: Pop Crush," the clock read 12:30 a.m. Cinderella had already fled from Prince Charming, and most of the crowd noisily buzzed away at the Rickshaw Stop's bar – their attention worn thin by three full hours of music from four previous groups. Unassuming Orange Peels lead vocalist and guitarist Allen Clapp, dressed in a nondescript flannel shirt and jeans, talked to them anyway. "If some of you don't know, we're going to introduce you to the California sound," he said, invoking the spirit of the Byrds and the Beach Boys. He slowly strummed his guitar, searched for the tempo, found it after a few beats, and then began to sing. Conversations stopped. The house lights quickly dimmed, and the band were off with the new song "Long Cold Summer."

Live, the Orange Peels showed off facets of their personality hidden away by the studio sheen of their albums. Their latest is Circling the Sun (Parasol). Guest harmonica player Juliet Pries, sister of bassist Jill Pries, brought a blues vibe to "I Don't Wanna Shine." Elsewhere, the group turned the amps up to 11, especially on a blistering version of the delicious slice of power pop "So Far." Ed Ronne often blazed the way with his lead guitar, committing acts worthy of Superman. He even looked the part with his black, wavy hair.

Some snafus, such as dropped beats and missed cues, occurred during "Something in You" and "All the World Could Pass Me By." Nevertheless, the band sounded strong despite their four-year absence since 2001's So Far (SpinART) and an ever-shifting lineup that has brought back drummer John Moremen. They picked up steam as the night progressed, sounding amazing on "Circling the Sun" and "She Grins and Waves Goodbye." Of course, no self-respecting indie pop band can go through a night without one humorous tune, and "Sting" filled that void. Clapp noted, "I think Sting is a real big idiot," to many laughs. Clapp's impromptu, abbreviated solo performance of "Back in San Francisco" during the encore provided an affecting highlight, proving that, when stripped of their sunny veneer, his songs possess considerable emotional depth.

Lil' Hospital, the first band on the bill, played a shambolic set that combined Beat Happening with Belle and Sebastian at their most rambunctious. Despite violinist Sadie Dingfelder's intonation problems and guitarist Bob Klassner's resemblance to a shoegaze version of Buddy Holly, the band kept it fun with lyrics like "All the kids down and out in LA / They fall in love at least eight times a day."

The next act featured Englishman and former Razorcuts frontperson Gregory Webster on a set of twee pop songs. Webster summed up the teenage experience with one pithy line: "Why are all my best friends other people's girlfriends?" Yeah, he got my life down. Boo. Hoo.

Austin, Texas's Voxtrot surprised everyone with their dynamic show and strong material. Singer and guitarist Ramesh Srivastava danced around on his tiptoes while conjuring the vocal spirits of Stuart Murdoch and Morrissey. Ultramelodic bass player Jason Chronis looked like he was 11 and proved he was as agile as a preteen when he pulled a rock 'n' roll leap and almost fell down.

The sextet My Favorite showcased a sound that crossed St. Etienne with the Smiths and New Order. Darren Amadio poured holy guacamole guitar all over the meaty rhythm section, and lead vocals from both Michael Grace Jr. and Andrea Vaughn added a nice topping. Their use of melodica added to the hip quotient already greatly enhanced by their danceable, mysterious songs.

Yes, it was a night of pure pop pleasure, and the Orange Peels were the fairest of them all. (Alex K. Fong)

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