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Disc 1: 1. Never Too Late To Spend (Tom Lawson) 2. Headache (Frank Black) 3. Peter's Das (Pistol Stamen) 4. Dirt (Trey Anastasio) 5. Big Bird (Tom Lawson) 6. Only Shallow (My Bloody Valentine) > 7. Noise Of Carpet (Stereo Lab) 8. She's Not The One (James Harvey) 9. I Saw It Again (Trey Anastasio)

Disc 2: 1. Melody (The La's) 2. Stand (Sly and the Family Stone) > 3. Jam > Isabella (Jimi Hendrix) 4. 2000 (Pants) Encore: 5. Hello Violence (Pants) 6. New York Groove (Russ Ballard) *

* w/ Page McConnell New York: 5/21/97 Club Toast in Burlington, NY, the one-time side project New York debuted, featuring Trey (guitar, vocals) and Mike (bass, vocals) of Phish; James Harvey (drums, keyboards, trombone, vocals) of the Cosmic Krewe (?); and Paul "Pistol Stamen" Jaffee (guitar, vocals) and Tom "Tommy Law" Lawson (keyboards, guitar, drums, vocals) of the Pants. The setlist: (Never, Headache, Porky's Dad, Dirt, Big Bird, Only Shallow, Noise of Carpet, Not the One, Saw it Again, Melody, Stand, Izabella!, 2000; Enc: Hello Violence, New York Groove, closing Jam with Page McConnell) debuted a few new Phish tunes that Phish hadn't played ("Dirt" and "Saw it Again", plus the Hendrix cover "Izabella") plus some Pants songs, and covers of Frank Black, My Bloody Valentine, Stereo Lab, Sly and the Family Stone, and some local bands. The full setlist was as follows: Never too late to Spend (Pants song), Headache, Porky's dad, Dirt (new for this gig; Phish has played it since), Big Bird (Pants), Only Shallow (My Bloody Valentine), Noise of Carpet, Not the One, I Saw it again (new Trey tune; now played by Phish), Melody, Stand (with horn), Izabella (Hendrix original, with Page; now played by Phish), Hello Violence, 2000 (Mike and Pants Keys player on vox; not "2001"); Encores: ?, ?, New York Groove (Kiss), and impromptu blues jam (with Page). Pete Gershon noted, "Tom Cleary is the brother of former Pants drummer Neil Cleary. Tom Cleary does play keyboards in a local jazz trio called the Genius Magnets, but he's never been a member of the Pants.") The Pants covered "Golgi Appartus" on the Burlington Does Burlington release.

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