Lollapalooza's 20th Anniversary fest rolled into its second day yesterday (Aug. 6) with a bright, hot sun coming from behind the clouds as Cee Lo  rocked Journey , Ween  forgot where they were and Ellie Goulding  had to dodge a hug-happy stagecrasher. But it got even better at night as everyone was high on Eminem  and his retinue of guests. And the action stretched way into the wee hours with Lolla after-parties including an everlong Foo Fighters  club show in Wrigleyville and a toilet-paper-festooned celebration led by the Black Lips  at the W hotel. Here are 13 wonderful, weird, and WTF moments we witnessed on Saturday at Lollapalooza.
1. To put it simply, Eminem owned Lollaplooza on Saturday night. Drawing a massive crowd that spanned an entire half of Grant Park, Marshall Mathers delivered a kinetic 90-minute set that ran the gamut from his early Slim Shady days to his recent "Recovery." Em kept the thousands in earshot entertained by performing almost every hit in his catalog, with "Stan," "Lose Yourself," "The Real Slim Shady" and "Love the Way You Lie" serving as expected highlights. Rumors of an on-stage reunion with Dr. Dre  proved unfounded, but Royce da 5'9"  joined the party for a few Bad Meets Evil  cuts, while Bruno Mars  and Skylar Grey hit the stage for guest turns on "Lighters" and "I Need a Doctor" respectively. Keeping with the trend of Lolla tributes, Mathers took time to remember Nate Dogg by dropping a medley of his most-known hits while the late singer's image started solemnly from the screen. But it was Em's own quick-tongued rhymes that kept the frenzied fans rammed against the barricade screaming for more.
2. The masses swarming to Eminem's end of the park left plenty of breathing room for the mellower crowd that got to witness the majestic rock of My Morning Jacket  on the Bud Light stage as dusk night fell over the Chicago skyline. Singer Jim James played it cool -- the long-haired, bearded frontman wore a long frock-coat with a towel on his head and barely broke a sweat as MMJ cruised through standouts like "Circuital," "Evil Urges" and "It Still Moves." Fans celebrated accordingly, tossing handfuls of glowsticks in the air while a giant Super Mario Brothers icon danced on a stick near the front of the stage. A magical way to close out the evening.
3. "Helloooooooooo Bonnaroo!… Oh, uh, I mean Lollapalooooza!" said a genuinely confused Ween  during its early evening set on the Bud Light stage. We're guessing that a few of the band's bleary-eyed fans had forgotten where they were as well.
4. If you had any doubts that Cee Lo came to rock Lollapalooza, one look at his outfit cleared up the confusion. Wearing a stage costume that resembled Darth Vader gone to the Gwar side, Mr. Green and his all-female band of leather-studded damsels delivered a late afternoon set that took a rocking turn with his covers of Danzig's "Mother," Billy Idol's "Flesh for Fantasy" and a rendition of Journey's "Don't Stop Believin" that inspired the biggest sing-along of Lolla 2011 so far. The rabid reception didn't do much to quell Cee Lo's somewhat prickly attitude, but its probably hard to play Mr. Nice Guy when you've got 12-inch spikes sticking out of your shoulders.
5. If Foo Fighters' main-stage headlining slot on Sunday is anything like its secret club gig on Saturday night, fans should prepare to have their faces rocked off. "We have so many fuckin' hits, I wasn't even going to say anything tonight" said Dave Grohl from the tiny stage of club Metro, where the band played a marathon set to a thousand lucky fans. Grohl wasn't content to just stay put on the stage: At one point he climbed into the balcony for a 10 minute guitar solo that continued even after he dropped his axe into the pit below (the instrument was eventually returned to the stage, sans a knob or two). The nearly three-hour show, which featured openers The Joy Formidable , packed the house with happy fans that included 120 Minutes' Matt Pinfield, who sang along to literally every song. FF played its latest album "Wasting Light" in its entirety, but also melted faces with singles and deep cuts from the rest of their 16-year catalog, as well as a righteous cover of the Who's "Young Man's Blues." "I'd like to thank one of the best frontmen ever," Grohl said in honor of Lollapalooza's founder. "Without Perry Farrell , none of us -- me or you -- would be here tonight. And I don't mean just here in this club, I mean listening to and making the music we do."
6. During the afternoon in the press camp, a swarm of armed, bad-ass Chicago PDs stomped assertively through the crowd, causing folks to wonder what the big emergency was. Another gatecrasher being hauled off to jail? A security escort for Eminem? Nah … just a bunch of the cops were just going to get free water at the private snack bar. Hey, even the fuzz needs to stay hydrated.
7. It seemed like everyone was getting in on the covers game at Lolla day two. The best of the bunch: Mayer Hawthorne 's take on Snoop Dogg and Pharrell's "Beautiful" and Hall & Oates' "You Make My Dreams"; Fitz & the Tantrums  versions of Eurythmics' "Sweet Dreams" and the Raconteurs' "Steady as She Goes"; Walk the Moon 's groovy rendition of David Bowie's "Let's Dance"; Cee Lo's hard-rockin' rehashing of Danzig's "Mother" and Billy Idol's "Flesh for Fantasy"; and Local Natives cover of Talking Heads' "Warning Sign."
8. Ellie Goulding gave a solid mid-day performance on the Google+ stage, but everyone's attention was diverted when a frenzied female fan rushed the stage and attempted to hug the singer, dodging security all the while. The Royal Wedding singer (link to: http://www.billboard.com/events/ellie-goulding-to-play-private-royal-wedding-1005160762.story) tried to continue performing throughout the ordeal, until the fan ran backstage with security chasing not far behind.
9.The pixelated arcade aliens zooming by on DJ Joaquim Garraud's backdrop weren't the only space invaders that touched down in Perry's tent as steam rose from the opened roof on Saturday afternoon. A pod of dancers in freaky full-head-and-body neon spandex Superfan Suits barely had time to shake their asses between all the requests for photos. "It's definitely hot in here," said the green-suited Megan. "But it's a lot more fun to dance when no one can see your face."
10. The rain that fell on Grant Park early Saturday helped keep Lolla day-two cool, but the mud caused a whole 'nother problem. Forget the countless number of people who still insisted on wearing flip flops (much to the dismay of their filthy feet): We saw one man so drunk and unable to navigate the mud, he crashed backwards into a giant puddle during Cee Lo, splashing everyone in his vicinity. Dirt splatters gave body paint a run for its money as the most common Lolla accessory.
11. During Local Natives' absolutely packed set on the Sony stage, singer/guitarist Taylor Rice gushed over how the performance was the SoCal indie rockers' biggest gig ever. Like a good son, he also dedicated the song "Airplanes" to his mom, and revealed to the crowd that the band had just set up studio space and planned to record their second album shortly.
12. Lollapalooza has a strict no drug policy, but when Eminem asked how many in the crowd were "f*cked up right now," the slurry roar that erupted in the audience came as no surprise. The puff-puff-give policy was in full effect during most of the headlining set and those who neglected to pack their own had no worries: the dudes roaming through the field discreetly selling dime bags were more than happy to provide herbal stimulation to those in need.
13. After nearly two hours of top 40 dance remixes -- dropped by a DJ who obvious thought he was spinning at a Bar Mitzvah -- Atlanta's own Black Lips took the stage at The W and nearly destroyed the Belve ballroom. Confused and slightly frightened party goers recovered quickly and joined in on the fun, hurling rolls of toilet paper across the huge room and thrash dancing against the stage. All in all, a typical evening with the Black Lips.
- Live