Willie Nelson, Foghat, Los Lonely Boys, Blue Oyster Cult, Ghostland Observatory, Grupo Fantasma, Fastball and Alejandro Escovedo, among others, will lead the lineup for the second annual South Padre International Music Festival, to be held Oct. 31 through Nov. 2 across 10 beachside venues on South Padre Island.

Located about two miles off the southeastern tip of Texas, the event will also feature Del Castillo, Sara Hickman, Vallejo, meridianwest, Nakia & His Southern Cousins, the Last Vegas, Ginger Leigh, Twanguero, Bongodogs, Stewart Mann & the Statesboro Review, James Speer, Big Burn, Brownout, Phillip Thomas Kellogg, Suzanna Choffel, Eric Hanke and Bree Stevens, among others.

Early bird three-day ticket passes will be available for $70 (plus taxes and service fees) through Aug. 24 via spimusicfest.com and ticketmaster.com. After the cutoff date, weekend passes will cost approximately $93, according to festival founder Tim Hayden.

Hayden, who also serves as president of experiential marketing agency GamePlan, which is producing the South Padre International Music Festival, says the festival's 10 beachside venues range from 150-capacity clubs to a 7,000-seat amphitheater.

"It's a pretty cool experience, because while you're watching the show you can hear the waves crashing behind the band," Hayden tells Billboard.com, noting that temperatures on the island average about 70-degrees at night. "You have this constant ocean breeze blowing over you."

The 2008 South Padre International Music Festival will feature 50 acts, which is about 15 fewer artists than last year's bill. The decision to scale back on talent came as a result of complaints from festival-goers, according to Hayden.

"Fans were telling us that it was too challenging to make up their mind about which bands to go see," he says. "We had too many artists crammed."

Despite the cutback in artists, Hayden expects to see twice as many festival-goers in attendance this year. "We have a five-year goal to where this thing could attract as many as 50,000 fans," he says. "We think we'll hit close to 20,000 people this year, and close to 35,000 to 40,000 next year."

Along with increased promotions this year, part of Hayden's confidence comes from the fact that South Padre Island is a "truly a tropical experience."

Along with live music, concert-goers will have opportunities for windsurfing, kiteboarding, scuba diving, sea kayaking and deep-sea fishing, he says.

"It's an easy place to get to and it's quite a unique experience for anybody who is 25-plus and looking for an affordable vacation," Hayden notes. "On top of that, it's an affordable festival ticket price."