MADISON, Wis. -- In life, as in movies, sequels are always something of a dicey proposition.

READ: Down On The Street: Wandering Through Freakfest | READ: Authorities Say Freakfest Went 'Extremely Well' | SLIDESHOW: View Freakfest 2007 Images (Vol. 1) | SLIDESHOW: View Freakfest 2007 Images (Vol. 2) | VIDEO: Authorities, Officials Evaluate Freakfest | VIDEO: Cleanup Efforts Begin After Freakfest | VIDEO: Police Make Arrests

The idea of recapturing a moment in time is an alluring prospect but one that seeks to deny the passage of time and thus can be fraught with frustration. Just look at the selection at your local video store for a chorus line of flicks that couldn't live up to their predecessor.

But, after considering how last year's Freakfest was a definitive break from the past -- a rewriting of the city's annual Halloween celebration that sought to erase horror stories of violence, arrests and hefty cost overruns -- Madison's city fathers seemed to think this could be a franchise worth the risk of a repeat performance. (Read an account of last year's event)

To succeed with this follow-up endeavor, city officials took a page from the movie producer's playbook by planning this year's Freakfest as something bigger, better and more. They were joined by local promoter Frank Productions, who added a third stage to the existing two as well as some national music acts, beefing up the entertainment value for this moonlit exhibition for costumed exhibitionists.

But could this scheme scare up more patch-eyed pirates and naughty nurses while still frightening away those who prefer to impersonate an angry mob?

The following are some brief glimpses of the sights, sounds and smells of six hours at this year's Freakfest:

7:06 p.m. West Dayton Street

As cars and SUVs remain stacked up in the maze of road closures as they approach downtown Madison, area police officers are marching down Dayton Street toward a staging area. While they are hail from different departments -- Madison police, Dane County Sheriff's Office, Capitol police -- all are identically clad in blue and each with flashing buttons on their shoulders.

As they walk, an officer is speaking with a civilian who seems ill-at-ease more with Madison's infamous reputation on Halloween than the army of uniformed men and women.

"This is the safest place in Wisconsin," he reassures her.

7:15 p.m. Overture Center

Well-dressed people are crowded onto benches along the big windows of the Overture Center. They all seem eager to get a prime location to witness the cheapest entertainment available at the Overture: people watching.

7:32 p.m. West Lake Street

While there are already a healthy number of people on State Street -- mostly curious on-lookers and red-sweatshirt-ed Badger fans -- when the gates officially go up at 7:30 p.m., there are lines of costumed revelers forming at the entrances. Security guards glance at their tickets and let in vampires and orange jumpsuit-ed escaped convicts to run wild inside.

7:37 p.m. Frances Street

A slightly ragged version of the "Wizard Of Oz" cast is eliciting stares. Ensemble groups are a surefire way to attract attention. Not only is their strength in numbers, but they allow for the perfect photo op.

There's Dorothy, the Scarecrow, the Tin Man, the Cowardly Lion and even Glinda. Dorothy looks a bit older than you might remember and chances are you might not recall she had a few tattoos. I guess we're not in Kansas anymore.

7:48 p.m. Milio's/The Onion Stage at West Gorman Street

DJ Papi Love is spinning records to no one.

7:52 p.m. West Gorman Street

I spot my first guy dressed as a beer keg. That's so 2006. You'd think people would leave the keg outfit beside their Borat and Ali G. costumes, but as the night goes on, others want to wring the last bits of humor from this joke. Silly freshmen.

7:53 p.m. West Gilman Street

In front of the corner grocery store, a Silent Bob lookalike is impassively smoking. While his partner Jay is nowhere to found, he has on the perfect uniform: a black trench coat, white ball cap turned backwards and long mullet draped on his shoulders. Wait. That's not a wig. Maybe he's not wearing a costume.

7:59 p.m. State Street Brats

Officers from the Dane County Sheriff's Department are wandering around like packs of gunfighters. They have clubs, plastic handcuffs and canvas bags hanging from their hips. As they saunter past a window of rubberneckers peering out of State Street Brats, an officer turns his head, pretends to reach for his piece and says, "I'm going to arrest you" to the giggling on-lookers.

8:04 p.m. Buffalo Wild Wings Bar & Grill, between Frances and Gilman

Light floods the area. The near full moon that hangs overhead is bolstered by bright spotlights. The hum of the light generators drowns out the cacophony of voices. Taking advantage of the daylight-like conditions are two middle-aged men who have set up collapsible chairs across the road from Buffalo Wild Wings. Both have their cameras at the ready. They look like hunters at a shooting gallery. This spot is in the bottleneck where they can readily snap photos of the wildlife as it enters their crosshairs.

The first subject is a skeleton-faced, black-clad demon that stalks the crowd on stilts. He stops to pose for pictures with cheerleaders and anyone else who slides up to his oversized leg. He's so tall that he must crouch down to be seen in the frame.

8:17 p.m. Milio's/The Onion Stage

Mike Droho takes the stage but there are more people behind the mixing console than in the audience. He and his two bandmates -- a white-gloved beatboxer and Dr. Seuss playing a standup bass -- carry on valiantly. Droho, with his hat pulled low over his eyes, plays chords that sound like a funky, Dave Matthews-inspired take on Bob Dylan's "All Along The Watchtower."

8:38 p.m. Capitol Square

The band Midway State is happily posing with female fans at a tent near the stage. They are nearly indistinguishable from some of the students here. Actually, most of the people roaming the streets are past college age. Suburbanites, small-town escapees and could-be professors outnumber the students on State Street's main areas near the Capitol and between Lake and Gilman streets.

8:41 p.m. Johnson Street

A group of jock-ish men are barking down the street dressed like Hula dancers. While some of the guys are a bit on the chubby side, they are proudly wearing only grass skirts and coconut bras. I suddenly wish I was dressed as a blind man.

8:43 p.m. Milio's/The Onion Stage

Mike Droho has begun to attract a crowd to the previously empty parking lot. He now has 30 to 40 people gathered to hear him.

8:45 p.m. Isthmus Stage

A bald-headed, black-caped Dracula is leading local karaoke band the Gomers through a rendition of Kiss' "Dr. Love." His deep voice certainly rivals Gene Simmons.

8:50 p.m. Isthmus Stage

I see a woman dressed like Cheetara from "The Thundercats" quietly take the stage with the Gomers and tentatively launch into Janis Joplin's version of "Me & Bobby McGee." As the song picks up steam, Cheetara's confidence grows and she begins to belt it out with bluesy fervor.

8:54 p.m. between Frances and Gilman streets

The Grim Reaper is having trouble hearing on his cell phone. He wants to stay in costume, but he can't make out what the person on the other end of the line is saying. Although his mask is on, his spastic body language communicates his frustration.

8:56 p.m. between Frances and Gilman streets

The "Best Lookalike" award belongs to the man dressed as Pope Benedict. Donning a red vestment, he's a true doppelganger for the pontiff and is beaming from all the attention he is getting, just like when Benedict was installed a couple of years ago. The pope is cruising around surrounded by a Green Bay Packers bishop and a Vikings fan, but his main companion is a Terry Bradshaw clone. He looks so much like the famed announcer/ex-football legend that that I start to dislike him, too.

8:58 p.m. Urban Outfitters, between Lake and Frances

A father in a black Carnival mask is fixing his son's Spider-Man mask in the bus stop. A Borat walks by but no one steps forward to fix his costume choice.

9:04 p.m. between Frances and Gilman streets

That's the third sexy German barmaid that I've seen.

9:06 p.m. between Frances and Gilman streets

There's another barmaid … no, that's a pirate hooker of some kind. My mistake.

9:11 p.m. Gilman Street

A slurring robot tells a nerd that the coming of the Freakfests has killed the annual event and succeeded only in driving people from State Street. He said he doesn't think there are as many people here as there were last time.

"This is f****** depressing," he said. "This place used to be packed with people."

9:16 p.m. Ben & Jerry's Ice Cream Shop

A street saxophone player is assaulting passers-by with her Kenny G soprano sax honking.

9:22 p.m. Capitol Square

Madison band Mighty Short Bus -- the lone holdover from last year's event -- is attracting a crowd of hundreds to the Capitol area. With the Capitol dome peeking behind the stage, the band is working hard to win converts and goes a long way to doing so with a slow, strutting cover of Stevie Wonder's "Superstition." The song adds some funk to the group's trucker-rock milieu and gets people's heads bobbing in the cold temperatures.

9:33 p.m. West Johnson Street

Newsflash: Giant insects have descended upon downtown Madison. An enormous praying mantis, followed by a butterfly and an ant, are crawling down the center of the street. Each insect is controlled by a single person who manages them through a web of white piping and green felt. Less a costume than a parade item, the insects are the closest Freakfest will come to rivaling the outlandishness of Greenwich Village's annual Halloween parade in New York.

9:36 p.m. Gilman Street

In the video game, Pac-Man is always being chased by a blue ghost. But in real life, a boisterous student interrupts the pursuit. "I love you, Pac-Man." But such strolls down memory lane are ruined when four make-up-wearing Kiss impersonators come showboating down the road, hollering "I Want To Rock 'N' Roll All Nite" in rough-sounding unison. They mug for nearby cameras before moving on to someplace where the spotlight is brighter.

9:40 p.m. State Street Brats

The line for State Street Brats has grown suddenly. The wait to get inside is now half the distance of the courtyard that separates the bar from the nearby storefront.

9:46 p.m. near Lake Street

What could be Indian-style rock music is booming out of a boutique, lending some rhythm to the third beer keg I've seen tonight hastily heading toward the Capitol.

9:52 p.m. Isthmus Stage

A karaoke prima donna is asking the Gomers to play a Metallica song, but, oddly enough, they compromise on "Stuck In The Middle With You" by Stealers Wheel (the song made famous by the movie "Reservoir Dogs").

9:58 p.m. Milio's/The Onion Stage

Rob Dz brings this fickle parking lot audience to life with hard-driving rhythms and equally aggressive vocal delivery. Dz's four piece takes no prisoners, but it's his rapping that proves the most domineering force in the propulsive music. While his mic skills recall bellowing, old school great Chubb Rock, the hefty Dz, dressed as Zorro, looks like the garbage bag-wearing Missy Elliott.

10:03 p.m. near The Gap

There's the fourth barmaid. Here's another pirate hooker. It's a race, folks.

10:05 p.m. near The Gap

Hey, that professorial-looking guy is wearing the same pirate costume that he wore last year. That's an automatic penalty. Everyone knows you don't wear the same costume two Halloweens in a row.

10:07 p.m. Dayton Street

There two more pirate hookers. I think the momentum is changing.

10:14 p.m. Capitol Square

A pirate hooker and a keg are walking hand in hand toward the stage.

10:22 p.m. near Johnson Street

About 10 Guardian Angels are snaking through the crowd on the sidewalk. In their red berets and white shirts, they again fit in amongst the people pretending to be something that they aren't.

10:23 p.m. near Johnson Street

Here's another pirate hooker. That makes six. Well, maybe she's more of a buccaneer queen than a hooker. Maybe I have their costumes all wrong.

10:26 p.m. Milio's/The Onion Stage

A pirate hooker … I mean, queen and a barmaid are skipping together toward the stage. There can be peace in our time.

10:32 p.m. Dayton Street

A mullet-ed redneck wannabe zeroes in on a guy dressed as Lloyd Dobler, actor John Cusack's character from "Say Anything." The guy really has every detail down, including the tan-colored trench coat and a boom box playing Peter Gabriel's "In Your Eyes." The redneck is enthralled. "It's the 'Say Anything' guy. I want to steal that for next year," he said.

10:37 p.m. Isthmus Stage

The street is becoming more crowded in the Peace Park area. The park itself is gated off. A security staff member says organizers were concerned tipsy people might take a spill down the stone steps.

Meanwhile, Kiss has bumrushed the Isthmus Stage and are trying to steal the thunder from the Gomers rocking out to Black Sabbath's "Iron Man." Whoever was singing this is lost amid the blur of black wigs, tongue waggling and shiny metal.

10:42 p.m. Gilman Street

As Hunter S. Thompson is chasing an angel down the street, a pirate queen sneaks up on me and stares me down. "Nice costume," she said sarcastically. I think I had it coming.

10:49 p.m. Urban Outfitters

Bob's Big Boy salutes Barack Obama and his assorted handlers and security guards. "Alright, Obama!" he shouts. But, this meeting of the minds is overshadowed by Harry Potter and super sexy Hermione hurriedly parading by. Hermione's skin-baring outfit is barely concealed by her cape and little yellow tie and would certainly not meet with Hogwart's regulations. As she walks by, every man except perhaps Dumbledore stares.

10:58 p.m. State Street Brats

A pack of people rush toward State Street Brats only to be confronted by the expanding line growing out of the door now reaching the nearby storefront. "Good idea, Kyle," a cranky debutant whines.

11:01 p.m. Frances Street

A buxom pirate queen waiting in line sticks her cell phone into her cleavage. She doesn't appear to have any pockets.

11:08 p.m. near Gilman Street

A bearded guy is stumbling through the intersection inside a distorted ball consisting of green fencing and white pipes. He's standing and trying to move forward as the ball rolls around him. Onlookers are impressed but baffled as he tries to maintain control. "I'm a hamster," he moans. "I have no control, like a real hamster."

11:16 p.m. Milio's/The Onion Stage

Former local lads Locksley are making an impression visually as well as musically. All dressed like bishops, the group's power-pop is the perfect medicine for the dropping temperatures and lures the largest audience to this stage all night. They get a few Spice Girl imitators to swirl about in a circle while a nurse dances for me for a few moments before rejoining her friends. Another Hunter S. Thompson moves his dangling cigarette in tune with the beat. The band's cheerful music -- perfect for a sitcom theme song -- gets the crowd jumping, but they really get people moving with a furious rendition of the White Stripes' "Hotel Yorba."

11:32 p.m. across from the Orpheum Theater

A masked Frankenberry is checking his/her messages on a cell phone inside the bus stop. After weeding through a few, the person tucks the phone into a plastic bag and then conceals it inside the costume.

Nearby, five women dressed as bees create a buzz as they march down the street, shivering in fishnet stockings.

11:42 p.m. Milios/The Onion

Stop me if you've heard this one. A cowboy, a pirate and a Hasidic Jew are furiously dancing to DJ Papi Love's electronic beats …

11:49 p.m. near Gilman and Gorham streets

One of the purple balloons taped onto the grape Fruit of the Loom guy pops and startles nearby people. A girl jokes, "Everyone get down," but few think she is funny.

11:54 p.m. near University Hall Tower

A group of Oompa-Loompas and the Spice Girls meet in the street. As a green-painted Hulk strolls by, the Oompa-Loompas exchange high-fives to their big brother.

12:08 a.m. near Pipefitters

The winner of the "Costume That's The Most Obscure Movie Reference" award goes to the man dressed as Gen. Jack D. Ripper from Stanley Kubrick's Cold War comedy "Dr. Strangelove." A unique choice and a funny one, but likely too cerebral unless some of these students are taking an Introduction To Cinema course this semester. To help the newbies, Gen. Ripper is carrying a sign proclaiming the necessity of protecting our precious bodily fluids from the dangers of communist infiltration. Still don't get it? See the movie.

12:17 a.m. Milio's/The Onion Stage

Madison reggae outfit Natty Nation has filled in for headliner Ky-Mani Marley, who went AWOL at the last minute. A man dressed as a giant cardboard hammer is into their steady, pulsating rhythm, but he can only jump up and down to register his excitement. Any side to side motions could bring him to the ground.

12:30 a.m. Capitol Square

The members of Lifehouse have energized the throng of people. The band members are all dressed as skeletons like the Cobra Kai guys from "The Karate Kid" and are giving their all.

Members of the crowd are into it, and for the first time, crowd surfing appears. First, Superman emerges, then Pocahontas and then a cowboy bravely waving his hat.

12:43 a.m. near Dayton Street

A blue Smurf looks on impatiently as his friend in a bunny costume rests on an elevated plant pot. The Smurf looks tired, his arms are crossed and his blue body paint is smeared and flaking off. He's glancing from side to side as if he's hoping to glimpse something, maybe a great costume or maybe true love. His friend has no such illusions and looks a little dejected. His rabbit ears are looking especially droopy.

12:40 a.m. North Fairchild Street

Besides two empty Madison Metro buses and more than a handful of onlookers, a couple dozen police officers are trying to subdue an agitated young man. He's not wearing a costume and is shouting, "What did I do? What did I do?" Police have handcuffs on him, but he's continuing to resist them as they try to put him on the bus and then into a van. As his shouting continues, a clown and I look at each other. We exchange shrugs.

12:52 a.m. near Gilman Street

As I duck into a doorway to take some notes, another pack of blissed-out female co-eds crawl pass. A pretty blonde soccer player turns her slightly wobbly head and I catch her eye. Perhaps in a world that's slightly spinning, I'm something to focus on. She shimmies over in front of me, gives me a hug and then swings to my side. She then poses for a second and gives me a kiss on the cheek as her pal snaps a photo. She smiles and gives me a hug and then spirals away. I think I'm going to be in trouble when I get home.

12:55 a.m. near Gilman Street

A student dressed like Inspector Gadget has cleverly rigged some pieces of plastic to rotate above his head like helicopter that emerges from his hat in the '80s cartoon. However, his ingenuity isn't flawless. As the two floppy blades move, they keep slapping him in the head and neck.

1:05 a.m. near Pipefitters

An angry race car driver in a Fedora is frustrated by all of this. "What are people doing?" he said to his friend. "Getting drunk and walking around?"

1:07 p.m. near Frances Street

The Mega Powers reunite! Ex-WWF superstar Randy "Macho Man" Savage runs into his erstwhile pal/sometime rival Hulk Hogan. The Macho Man is a true fan and has an authentic T-shirt and bandana. His tag team partner is less dedicated to detail. He has the correct bandana but is sporting a red and yellow boa, which is more in line with the ring garb of ex-Minnesota Gov. Jesse "The Body" Ventura.

1:12 a.m. Gilman Street

As if by prearranged signal, police and event security officials begin to move the orange barricades around while the food/drink vendors hastily pack up their wares and booths. There's some palpable tension in the air. No one knows what to expect next.

1:15 a.m. near Gilman Street

Officers, particularly the mounted officers and their steeds, appear on edge. The horses parade back and forth along the street sending an unspoken message to those congregated there. Some of the horses seem slightly spooked but their riders regain control. Constant whistles from a pair of faux referees are adding to everyone's feelings of anxiety.

1:32 a.m. near Gilman Street

Officers and private security begin to move the barricades so as to split up the masses and open up State Street's main roads to traffic. The costumed horde, including a group of Playboy bunnies huddling together to stay warm, responded by fleeing to the exits.

2:15 a.m. Dayton Street

While there are still many milling about, most partiers have already left to adjacent streets. In contrast to last year when the mounted police needed to quiet rowdy soccer players and some tagalongs, this year, no one put up a fuss when police and the event staff signaled it was closing time. They seemed to understand that the show was now over and the only thing left to do was to head to home.

Its mandate completed, Freakfest 2007 really was like a proper movie sequel. While it stuck to last year's tested formula, it succeeded in introducing new costumed characters and continued the story. It also left us with the kind of cliffhanger every franchise film needs: Will we get another sequel?