MADISON, Wis. -- Like wandering laboratory rats in a city-sanctioned maze, thousands of costumed revelers walked Madison's State Street on Saturday night. I was one of them.

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The new "Freakfest On State Street" was the city's attempt to corral this previously unstructured and sometimes violent annual celebration. Much like Bourbon Street, it was a place to see and be seen.

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

7:30 p.m. Johnson Street

The roads around State Street are clear of any traffic. Some early birds have arrived and are moving about, most are arm-in-arm as if marching down the yellow brick road. A few blocks away, the glaring stadium lamps are clearly visible, but will the multitudes show up to bask in the spotlight?

7:45 p.m. West Dayton Avenue

Strolling through the backstreets, there is a palpable sense of anticipation. From the blood-soaked horror movie slashers to the vixens dressed as kittens, everyone has giddy smiles. They are all turning their heads back and forth quickly, afraid to miss an especially ironic costume.

The police are in on it too, but their curiosity obviously has more an aura of paranoia about it. They are gathered in packs, speaking in low voices and occasionally looking over their shoulders. Some are wearing knit caps on their heads, preparing for the long haul on this chilly night. Others are already wearing segments of riot gear.

8:35 p.m. West Gilman Street

That's the third guy I've seen so far that is dressed like a beer keg. His body is a gray, fabric barrel and he's wearing a helmet strapped to his head with the keg's plastic pump on top. At first glance, I thought it was a bong. Then, I thought it could be a variant on the Swedish penis pump popularized in "Austin Powers." So, the keg turned out to be a fairly tame choice compared to these other options.

8:36 p.m. State Street, between Lake and Frances

There are a lot of people on the street already, milling about. A man wearing stilts and dressed as a black ghoul is surprising onlookers as he lumbers forward.

I see a trio of officers take a witches' broom away. She tries to reason with them but they walk away with it. No spells are cast.

8:37 p.m. State Street, near Steve & Barry's University Sportswear

A roving group of officers are cavorting with the Guardian Angels, the New York-based, quasi-vigilantes who popped up in Madison this summer in hopes of starting a local chapter. With their bright white T-shirts and red berets, the Angels fit right in with the revelers. "We'll see you later," one of them says to the departing officers. The group ducks into the sporting goods store, perhaps searching for Badger sweatshirts to match their berets.

8:44 p.m. State Street and West Gorham

Passing by the first of Freakfest's two stages, one can hear "Party At Ground Zero" by LA ska-punk-funk band Fishbone blaring from the speakers as musicians set up their gear for the start of their set. It seems entirely appropriate.

8:46 p.m. State Street between Johnson and Dayton

A bunch of rowdies are pretending to be cameramen from "Girls Gone Wild." A pretty good con but I doubt most will fall for it. Uh oh, here comes a herd of "Hooters" girls. Maybe I spoke too soon.

8:53 p.m. State Capitol Square

A California funk band, Delta Nove, is working hard at the second stage. In contrast to the other stage, which is tucked into a vacant parking lot near Pizzeria Uno, this platform has the regal marble-white glow of the state Capitol behind it. The band is all wearing hockey masks, but it's the music (reminiscent of mid-'90s hitmakers Sublime) that seems to be frightening people away. A steady stream of people walk past the stage, stare while in motion and quickly move on in search of better thrills.

8:55 p.m. Overture Center

Scottish bag pipes are attracting a large, semi-circle of onlookers. There are two bag pipers, a snare drummer and a big bass drummer. When he thuds the bass drum with his furry mallet, there's a swift jolt to your chest. The drummer is sputtering on the snare intensely, building up the energy that is punctuated by the bass. The group appears to be preparing to march on, and many in the crowd snap pictures while they have a chance.

8:57 p.m. near Orpheum Theater

A female street musician is playing some saxophones -- a tenor, a soprano -- and none of them are in tune. Her tone is abrasive and most folks move by as fast as they can.

9:03 p.m. Gilman and Gorham

The Guardian Angels -- all six of them -- are on the prowl. They walk around the sidewalk like a street gang. They are all older than you'd expect, unlikely to be college students. They stare forward with great intensity and seem oblivious to the joyousness. They are looking for troublemakers, but it seems silly as there are police and yellow-jacketed event staff at nearly every corner.

9:10 p.m. State Street Brats

There's a growing line of people wanting to get into State Street Brats. It stretches past their outdoor patio area. People-watching helps the patient partiers pass the time.

9:12 p.m. State Street, near Lake

A group is dressed up like the namesake family from "The Royal Tenenbaums." These might be my favorite costumes, although I don't see Owen Wilson's cowboy character. The Gene Hackman is especially good. The plaid sport jacket is a perfect match to the one in the film.

9:15 p.m. State Street, near Lake

There's another guy in a keg costume.

9:17 p.m. between Kabul Restaurant and Buffalo Wild Wings

A sidewalk preacher is discussing something with two officers referring to some students taunting him. The crowd gathered around starts harassing him. "You're not helping," one of the cops says, looking back over his shoulder like a father irritated by squabbling children in the backseat. "You need to pack up your stuff and go," the officer instructs the preacher. As he gathers his Bible and quotation-filled placards, the preacher is upset and condemning the passersby. The police escort him to the exit.

9:29 p.m. State Street and West Gorham

At the first stage, the band has finally started. They have an unusually good drummer, which makes up for the singer and keyboard player speaking to the crowd in fake-sounding German accents. As it turns out, they are the band Butt Funnel and actually are from Germany. "Kom up kloszer," the singer harangues the wallflower crowd. Few oblige him.

9:39 p.m. near Ragstock

Two city workers, one with shovel in hand, are cleaning up all the horse dung in the middle of the street. With a couple of swift scoops, they've got the refuse and toss it into a plastic bin in the back of their pickup truck. They bare their cross with dignity but soon seem to give up trying as the job proves to be impossibly overwhelming. "Someone has got to stop these horses from pooping," one grossed-out princess says. She scampers away and huddles with her friends to stay warm.

9:41 p.m. Overture Center

I see my first arrest. A Flavor Flav look-alike -- dressed in Viking helmet and white bathrobe -- is hauled off wearing plastic handcuffs. People stare but he's quickly taken to one of the exits.

9:47 p.m. State Capitol Stage

A rap group is now performing and they seem to be doing a bit better attracting the newbies passing through the gates. Two dozen or more fans are gathered on a dirt-covered mound in the middle of the street, which was built to deter traffic from driving down State Street. The crowd is swaying and moving about, trying to ignore the DJ's questionable record scratching technique, which at one point, forces the dancing to stop completely. The rappers are gruff-sounding, dropping F-bombs left and right.

9:51 p.m. State Street and Johnson

Two more people dressed as kegs. That brings our total to seven.

9:55 p.m. State Street, between Gorham and Gilman

A woman's voice pipes up over a rooftop public address system. "Welcome to State Street," she begins and warns all partiers not to bring any glass or "intoxicants" into the "event area."

10:01 p.m. State Street Brats

The line to get inside State Street Brats is getting even longer. The people in line seem a bit embarrassed. Amid this mass public theater, they are vulnerable in that they can't move. While the crowd passes back and forth, the line must stand still and wait their turn.

10:15 p.m. State Street, between Gorham and Gilman

A group of costumed superheroes are flexing and posing in the street. Thor, Captain America and the Flash are soon joined by a Batman and Robin. There's a surprising sense of openness and lack of competition among the celebrants. As someone asks to take their photo, the heroes call out to like-minded comic book warriors to join them. "Batman! Come here!" one of them yells. Later, I see a gang of Ghostbusters and assorted ninjas exchanging hugs and posing together.

10:34 p.m. State Street, between Gorham and Gilman

There's the ninth keg.

10:36 p.m. State Street, between Gorham and Gilman

That's the fourth Flavor Flav that I've seen but all take differing tacts. They sport the same Viking helmet and the sunglasses, but only some have his famous giant clock necklace or gold-capped teeth. Interestingly, unlike the Ali G impersonators, they are definitely not as obnoxious as the original.

10:41 p.m. State Street, between Gorham and Gilman

I stop a hockey referee with a puck implanted in his forehead. "Can I take your picture?" I ask. "Of course," he said. "That's what we're here for."

10:45 p.m. near Exclusive Company

It's starting to get really crowded now. You can get by but crowds are congregating around bar entrances either to get in or to hide from the wind. People seem to be jovial despite the brisk weather. Some '20s flappers and short-skirt-wearing woman are so cold their teeth are chattering. As they walk by, men -- police, event staff, fellow revelers -- stare but only when they think no one is looking. Perhaps they are also thinking of ways to stay warm.

10:47 p.m. near Qdoba

A father and young son are dressed as the Blues Brothers, holding hands. The father is a happy Elwood with black hat, suit, sunglasses with fake sideburns and a briefcase in his hand. His son is sticking tight to him, unnerved by all the wild grown-ups but still curious. "You're the Blues Brothers, right?" one student asks them. "'Blues Brothers 2000'? I hate that movie. It sucks!" The father is moving faster and pulls junior away so he can get him out of earshot. He doesn't make it in time.

10:49 p.m. State Street, between Gilman and Frances

A fake cop is pushing someone in a George W. Bush mask. Bush is handcuffed and the cop is jostling him occasionally and play threatening him. It's a big hit with the crowd.

10:51 p.m. State Street, between Gilman and Frances

There's the 10th keg.

10:53 p.m. State Street Brats

The line is somehow even longer at State Street Brats. While people dance in the windows, the shivering masses are waiting and the end of the line nearly reaches the abandoned storefront a quarter of a block away.

10:59 p.m. Sprint Store

The Guardian Angels have banded together in front of the Sprint Store. They look like they could be extras from "West Side Story," but were rejected because they took their parts too seriously.

11:08 p.m. near Overture Center

A long-frocked priest is under arrest and marched down to an exit. There's a large, off-duty city bus that looks like it could be a makeshift paddy wagon. It's empty except for a few officers staring out.

11:16 p.m. State Capitol Square

I see my 12th and 13th kegs and one of them is a woman, a first.

11:20 p.m. State Capitol Square

A very good ska band is playing and really gets the audience involved. The musicians crouch down and urge the audience to do the same. The singer instructs them that when the band leaps to its feet, they should too and then start hopping about. It's very reminiscent of "Animal House," but the audience is game and they soon are jumping around and kicking up clouds of dirt from the mound.

11:38 p.m. near Overture Center

I see a very good Mr. T. He has really studied his inspiration and went all out. His hair is a perfectly shaved Mohawk, which connects from the back of his head to his beard. He is wearing the same red, sleeveless T-shirt and blue jean overalls that his character B.A. wore on "The A-Team."

11:42 p.m. State Street, between Gorham and Gilman

I'm standing next to a family in front of a closed storefront. A 4-year-old girl is riding on her father's shoulders, staring at the swarming people. Despite the reputation that Halloween on State Street is all college kids run amock, there really are people here from every age group and ethnic background.

Meanwhile, next to us, police are shaking down a masked man with a backpack. He has a number of plastic bottles and the four officers are rifling through his bag. They question him but find nothing amiss and they move on.

12:06 p.m. near Overture Center

Two guys -- both dressed as kegs -- are walking quickly together. They are looking for a good time but something tells me they won't win "Most Original Costume" at the party they are heading for.

12:18 p.m. State Capitol Square

A new band is playing and is pretty polished with a terrific keyboard player. After going through a few funky originals, they start in on Stone Temple Pilots, "Interstate Love Song," a chart-topper when some of these guys were in grade school. Those gathered around respond enthusiastically.

12:27 p.m. near Pizza Di Roma

A pack of guys dressed as the infamous Duke University Lacrosse team are holding an impromptu pep rally. An original costume idea, but regardless of anyone's guilt or innocence, I think it's in bad taste.

12:31 p.m. State Street and West Gorham

At the first stage, the band is struggling with its musical identity as it tries to perform Pearl Jam's "Better Man." They start the song like an emo ballad but then the guitars, bass and drums clumsily come in and overpower the melody. The instrumentalists quickly back away and the lead singer is still keeping at it. Suddenly, a group of men all dressed as bananas come running toward the stage. The audience doesn't care at all. They are so happy to hear a familiar song and start demanding another song when the band finishes. The bananas quickly depart when it's clear the band is done for the evening.

12:42 p.m. near Exclusive Company

A block away, a couple is fighting with a naughty nurse looking visibly upset.

12:55 p.m. State Street, near Gilman

Police and security guards are starting to move the orange snow fences and plastic dividers forward. They are preparing. The officers are noticeably on edge and are gesturing around so all their comrades know the plan.

1:02 p.m. State Street, near Gilman

"When is the riot going to start?" a vampire asked a banana. "I don't know," the banana said. "Pretty soon, I think."

1:06 p.m. State Capitol Square

The band is finishing up its set and is being mischievous. "We think this song is appropriate," the singer said before the band launched into a loyal version of Steppenwolf's "Born To Be Wild." The keyboard player slams his hands down on the keys.

1:15 p.m. near Orpheum Theater

The saxophone lady has mercifully stopped playing. She's eating a slice of pizza. She has a couple of dollars in her case including some Monopoly money.

1:17 p.m. near Exclusive Company

As a Johnny Cash impersonator serenades passersby, the police continue their plotting. Maps are consulted and commands are exchanged.

1:21 p.m. State Street near Frances

I see my last person dressed as a keg. He's lost his pump helmet -- the long night has taken its toll.

1:32 p.m. State Street near Frances

With State Street and the sidewalks thoroughly packed with bodies, an announcement comes over the loud speaker. The woman's voice says the event is concluded and people must vacate the street for cleanup crews. Few seem to listen.

1:36 p.m. State Street near Gilman and Broom

A mass of people have congregated around as police and event staff spring into action. Moving the fences and orange barrels, they've split the street in two to open up the intersection. The mounted patrols are in the middle of the intersection and are using their size to move people back.

The surging crowds are hostile but not violent. Many are taunting them with a soccer chant heard during World Cup matches. The horses are very skittish as partiers jump and dance.

1:50 p.m. State Street near Gilman and Broom

People continue to sing and dart between the horses. Many people stand off to the side and stare at the frenzy. The revelers seem confused by being blocked by the security guards from continuing down State Street in either direction. "Go around the block," the guards tell them. "Just get off State Street."

Eventually, the horses retreat, moving further down the street. The crowd dances and cheers. A man in a George W. Bush mask is riding on someone's shoulders and is gleefully egging the crowd on.

1:32 p.m. State Street near Gilman and Broom

A foot patrol of nearly 30 officers move in and the crowd slowly starts to wither away. They know what could come as a result of any bad behavior.

2:03 p.m. Johnson Street

As the buzz hanging in the air slowly subsides, a very intoxicated guy strikes up a conversation with me. "I work for the governor," he says, but I have my doubts. He has a backpack on and no costume. He had previously fallen down on the other side of the street but got up with the assistance of a scantily clad nurse ("I'm a nurse," she laughed.) He then wandered across the street before the security guards pushed him back for staggering too close to them. "What's the governor's name?" he asks me. "Governor Green?" His eyes are intense but clearly not focusing. "I think it's almost time to call it a night," I said. "Yeah," he sighed.

2:08 p.m. Gorham Street

The evening has reached its conclusion. I'm looking forward to escaping the cold. I sneak off as the last few spectators watch the show in its final throes. Although "Freakfest" thankfully didn't live up to its infamous reputation, it did deliver on its billing.