MADISON, Wis. -- I don't know you if you've heard but the world is going to hell.

SLIDESHOW: See Freakfest 2008 Photos (Vol. 1) | SLIDESHOW: See Freakfest 2008 Photos (Vol. 2) | SLIDESHOW: See Freakfest 2008 Photos (Vol. 3)

In the last few years, we've seen so much in American society seemingly going awry. There's the continuing threat of terrorism and two foreign wars that appear destined to go on forever. The menace of global warming and environmental calamity looms ominously. And now, the Wall Street meltdown has outlined a bleak economic future that envelopes the dreams of every average Joe and Jane like a noose around our necks. Presidential candidates stare into the cameras and with as much gravitas as they can muster, bandy words like "layoffs," "foreclosures" and "the worst crisis since the Great Depression" around, only to tell us they have all the answers.

When every dollar now has to count, this doesn't seem like a time for frivolity or cheap laughter. Hope once again sometimes seems like a shaky commodity to invest it.

On Saturday night in Madison, however, there were no huddled masses marching the downtown streets for another go-round of Freakfest, the city's newly-reborn Halloween bash. Instead, it was a night of celebration in the unyielding search for fun. This year's Freakfest, like its two predecessors, sought to further put to rest those boozy, near-riots we saw on too many past Halloweens and transition this happening into an event that locals could feel pride in.

This year, organizers achieved something that wasn't on their agenda. Besides scantily dressed, faux police officers, bad Joker imitations and lunkheads dressed like man-sized sperm, anyone who witnessed the costumed throngs march back and forth on State Street saw something greater than just pent-up zaniness. They saw a little bit of the human spirit, which is a reminder that we all can laugh in the darkest of times.

With nearly 39,000 costumed exhibitionists parading on city's made drag -- a crowd that included seniors, middle-aged adults, young parents, children and yes, those infamous, free-loading college students -- it was Freakfest's largest crowd yet.

City leaders and the event organizers seem to have finally achieved their dream of turning this event from a annual black eye for the community to a reason to celebrate -- even in these black times.

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

6:58 p.m. West Johnson Street

Blue-jacketed event staff and a police begin to move orange snow fences and barricades into place. As the fencing is dragged along the pavement, many non-costumed pedestrians are looking around. Maybe they're looking for the fun to begin or just keeping an eye out for motorists who want to slip through the lines.

7:15 p.m. West Johnson Street

The Pope Benedict XVI impersonator is back again and he looks identical to his outfit last year. He's even proceeding down the street with the same Green Bay Packer-clad holy men (one has a Vince Lombardi portrait on his conical hat) who followed him last year. They're literally following him down the path of unoriginality.

7:25 p.m. State Street and West Johnson Street

A father with a camera around his neck is spinning his ecstatic daughter around.

7:48 p.m. West Gorham Street

Organizers are experimenting with a new attraction this year: an outdoor film projector. The first film is just getting underway, Tim Burton's late '80s dark comedy, "Beetlejuice." Few passers-by seen to notice, except a witch. "Oh my God! Beetlejuice," she said, but then quickly turns her back. Meanwhile, the projectionist is struggling to get the film to display correctly on the large screen.

7:53 p.m. West Gilman Street

Local truck-rock group Mighty Short Bus is luring a few stragglers to its small stage. Freakfest's only three-time veterans, the band has shifted from the big time near the state Capitol to opening duties on the minor-league platform.

When the transforms an easy-going, Dave Matthews-esque version of Bob Dylan's "All Along The Watchtower" into a hard-rock thunderstorm, Mighty Short Bus demonstrates they've got their arena chops down. This whirlwind is powered chiefly by the Fabio-lookalike guitar player, who appears stoic even as he runs through increasing emphatic guitar runs. All those years of practice seem to have paid off.

8:03 p.m. State Street Brats

Clever. A man is dressed as a Neanderthal like those Geico commercials. However, this guy is dressed in a '70s leisure suit. Is it a coincidence that he's hanging around the DJ stage waiting for the disco party to start? He kills time posing with onlookers.

8:06 p.m. State Street Brats

I see my first Joker. If you saw "The Office" this week, I'm expecting to see too many clowns dressed up as Heath Ledger's charismatic villain from the summer blockbuster "The Dark Knight" prancing around, clucking about anarchy. By night's end, I was shocked about how many purple suits of varying shades are available.

8:08 p.m. Buffalo Wild Wings

Security is escorting its first rabble rouser of the night to the exit. Two police officers have the guy by the arms, with one of them holding a single crutch.

8:13 p.m. West Gilman Street

Mighty Short Bus is jamming a little with the two guitarists playing fingerstyle. A pirate and a weight lifter are undulating like this was a Grateful Dead show near the stage. Even the photographer dressed like erstwhile Guns 'N Roses uber-axeman Buckethead is nodding along. Off to the side, Pope Benedict is smoking a cigarette as he leans against the side of the building. His courtiers are gone, perhaps excommunicated.

8:17 p.m. West Gorham Steet

A werewolf is roaming around with an Obama sticker on what remains of his jacket. He's one of many ghouls who use a little flare on their costume to rally support for a candidate for when these monsters and vampires turn back into day-dwelling voters.

8:26 p.m. West Dayton Street

The lines near Fair Trade Coffee and other nearby coffee shops are three rows deep. Closer to the shop's windows, people have positioned themselves like audience members waiting for the show to start.

8:36 p.m. West Gilman Street

About an hour ago, I had spotted two people dressed as the slobbering aliens from "The Simpson" closer toward the Urban Outfitters. Now, they've only made it to Gilman Street. This is either because they have to constantly stop to pose for pictures or they're movements are severely restricted by their costumes.

As the aliens scamper along like geishas down the road, a relaxed-looking Madison Police Chief Noble Wray is behind them and laughing with a group of men.

8:45 p.m. West Gilman Street

Hometown alt-country combo the Blueheels take the stage. They're often touted as the best band in Madison and they finally seem poised to prove it tonight. Guitarist Justin Bricco is frequently overshadowed by his singer's fake hillbilly warble, his keyboardist's surprising embellishments or by the fact that the group has the best drummer in town, but he starts the set tonight like a man on fire. His guitar is louder and more visceral here and his roaring lines seduce more and more costumed skeptics to fill in the empty space in front of the stage.

8:47 p.m. Qdoba on State Street

I've seen three other Jokers, all in their purple-suited finest. Here though is a Joker dressed like a nurse. He earns extra points for a "I believe in Harvey Dent" sticker is on his white dress just like the one the real Crown Prince of Crime wore in the film But instead of chaos, this joker just wants to get somewhere as he parades down the street holding hands with his firefighting girlfriend.

8:48 p.m. Qdoba on State Street

There's that guy dressed as a big, 6-foot-long fish. He was here last year, wearing the same costume and repeating the same catchphrase, "Do you guys have any worms?" Both literally and figuratively, he can't seem to leave the spotlight and sticks to the best-light area of State Street.

8:50 p.m. State Street Brats

The DJ stage has finally come to life and a few people have gathered to hear the techno music. A drunk guy wearing Mardi Grais beads is one of only two or three who is dancing. "Batman, Batman," he slurs to an onlooker, "come dance with me." Batman just shakes his head.

8:56 p.m. Steve & Barry's on State Street

A pair of real-life protesters are strolling back and forth along the street. They have a "Green Power" poster, but with all the other freaky sights around, no one is paying any attention. Between them, the Obama posters and the pro-Christian groups gathered around an enormous cross have made this the most political Freakfest yet.

8:57 p.m. The Exclusive Co. on State Street

A pack of rowdy Mario Brothers are mugging around a man in a giant troll mask. They're obnoxiously bounding and chanting around the troll, banging into him until the guy ends the improvised photo shoot by removing his mask, stalking off and shaking his head. The Mario Brothers posse keeps bouncing around for a few moments and then move on to bother someone else.

9:06 p.m. West Gilman Street

The Blueheels sound even more furious than they did at the start. A jock in a black motorcycle jacket struts through the crowd. "Sound horrible," the guy says before wandering off.

9:08 p.m. West Gorham Street

Only a handful of people have gathered around the movie projector to see the end of "Beetlejuice." The party is only a couple of hours old but they're sitting on the curb like their costumes are weight them down. Eight police horses have arrived and take up a position in a line. Just then, Jesus and the devil walk together down the street. The devil, with enormous black horns, appears to have the upper hand as he has a girlfriend.

9:09 p.m. Ragstock on State Street

Police escort a construction worker away while three police horses clop after them.

9:12 p.m. West Dayton Street

A very good, guitar-wielding Ryan Adams impersonator is trying to jam with a reluctant saxophone busker. The duo plays a few bars of the Beatles, "I Want To Hold Your Hand," which the passers-by join in on. After they get through the chorus, the partnership collapses. The saxophone player changes gears and starts mixing annoying classic rock medleys with free-jazz digressions.

9:14 p.m. West Dayton Street

Ryan Adams is undeterred. He and a pal start playing another Beatles tune, "Eleanor Rigby," as they push on closer toward the state Capitol. His guitar is horribly out of tune.

9:16 p.m. West Dayton Street

That's the sixth Joker I've seen yet.

9:18 p.m. Capitol Square

There's no music acts playing onstage, but a large crowd has gathered in front of the stage. Many are singing along to the Foo Fighters playing over the loud speakers.

9:23 p.m. West Dayton Street

A costumed police officer appears drunk on duty. "Stick 'em up," he says to his real-life brethren as he reaches for his imaginary service revolver. The officer just ignores him.

9:26 p.m. West Gorham Street

As a new movie begins, Alfred Hitchcock's "Psycho," a guy is dressed as a Spotted Cow keg. A refreshingly new take on an overused costumed.

9:33 p.m. West Gilman Street

Two Fred Flintsones meet on the street. "No way," they both say to each other staring at each the identical, store-bought costume.

9:32 p.m. West Gorham Street

The Weezer-like Box Social kick off their set with a poppy, punchy cover of the Ramones' "Rockaway Beach."

9:34 p.m. West Dayton Street

A guy in sunglasses is staggering down the roadway with an odd smirk on his face. Most people think he's just a jerk as his friends chuckle at him barely keeping both feet on the ground. Finally, someone recognizes him. "Oh, he's the dead guy from 'Weekend At Bernies.'"

9:39 p.m. State Street Brats

The DJ dance party has begun to take off. A large crowd of revelers are gyrating to Michael Jackson's "Thriller" and other megamixes.

9:42 p.m. Steve and Barry's on State Street

A man dressed as the board game "Twister" is laying on the pavement as a few nurses, super heroines and Dorothys from "The Wizard Of Oz" hover over him, placing their hands on the colored dots around his trunk, arms and legs. His evil plan is working.

9:45 p.m. Potbelly on State Street

A little Asian boy is very cranky. He's not wearing a costume and is holding his mother's hand. His father is taking photos and then looks back at him when he sees him hollering and complaining. He says something to him in another language although the meaning is clear: "What's wrong?" the dad said.

9:51 p.m. West Gorham Street

An outlaw with a black cowboy hat is jeering at the assembled police officers. "These are some bada** costumes," he says, but his friends drag him away.

9:55 p.m. Pipefitter on State Street

A parade of mounted officers moves through the crowd. Between all the noise of the street, the cumbersome masks and the posing for the cameras, some people don't hear the horses' hooves on the pavement. An officer blows a whistle to part the mass of people and belly dancers and blood-covered doctors scatter to the sidewalks.

9:56 p.m. West Gilman Street

Ali G. walks across the street. That's so 2006, but at least he isn't the guy wearing the Borat thong.

10:04 p.m. Capitol Square

The punkish Hard Lessons are early in their set and apologizing for destroying their costumes the night before at a show. The guitar player says the only thing he has left is a silver-painted box that was his robot head. "Does anyone want my robot head?" he asks, before tossing shoe-box-shaped mask behind his head like a bride throws her bouquet.

10:08 p.m. Michangelo's on State Street

A line of officers emerge one-by-one out of the coffee shop, each one with a cup of coffee. It's likely they're drinking it to cope with the chilly winds more than to keep themselves awake.

10:24 p.m. West Dayton Street

Black Sabbath is appropriate Halloween music. The street sax player doing "Iron Man" will never be appropriate.

10:26 p.m. West Dayton Street

A black-fur werewolf is fixing his mask in the glass-covered bus stop. A fake SWAT team member looks on ready to lend emergency assitance.

10:27 p.m. "Jazzman" on State Street

Boy, that's an obscure costume, but a really good one. That guy looks exactly like former WISC-TV anchor John Karcher. So realistic! Wait, that is John Karcher.

10:28 p.m. West Gorham Street

A police officer jokingly nabs a McDonald's Hamburgler and then lets him go, allowing him to strike again.

10:31 p.m. West Gorham Street

"I need a drink," a bumblebee in glasses says to a pair of French aristocrats.

10:36 p.m. Buffalo Wild Wings on State Street

The spotlight area is becoming really congested. Every year, this location becomes a bottleneck because of the exhibitionists, but this year the gridlock took longer to form. None of the area bars have long lines.

10:37 p.m. West Gilman Street

There's Joker No. 12, but this one is a little unique. He's wearing the mask the Joker wore in the bank robbery scene from "The Dark Knight." Can you tell I saw the movie a couple of times?

10:38 p.m. West Gilman Street

Ah-ha! With all of these Jokers and a couple of muscle-bound Batmans around, there's finally someone who wants to parade around as the acid-scarred Two-Face. There's always a black sheep in a crowd.

10:41 p.m. North Lake Street

A large crowd of fresh freaks is waiting to get in at the campus entrance to State Street.

10:47 p.m. B-Side Records on State Street

A normally dressed guy is trying to calm down a very angry meter maid, who is giving him the silent glare. He's rubbing her shoulders and appears to be wearing her down.

10:55 p.m. The Orpheum Theatre on State Street

A doctor in red scrubs is grabbling with a banana. They're awkwardly, playfully tussling with each other, before the doctor grabs the banana and says, "I love you, man."

10:56 p.m. West Gorham Street

That's the second guy I've seen who's dressed as a Christmas present with a card that says "To Women" and "From God." This dope, whose is wrapped in orange paper, thought he needed to spell the joke out by writing in small print on the box: "A Gift to Women from God." This guy has a bright future in comedy.

11:00 p.m. Capitol Square

Donavon Frankenreiter is impressive with a set heavy on country-blues, but it's likely people are already jockeying for position for the night's headliner, O.A.R.

11:06 p.m. West Dayton Street

Moses is enduring a time of tribulation. Seated on one of the large potted flower beds, his head is nearly in his lap. He looks ready to puke his guts out if only the world would stop spinning. His beard has fallen to the ground, next to his running shoes. It looks like he broke one of the most sacred commandments of Freakfest: Thou shall not drink the discounted Jaeger bombs at the nearby bar.

11:18 p.m. West Gilman Street

Awesome Car Funmaker is very energetic on the second stage. They're thrash-funk sound is drawing in the largest audiences yet. The bassist might have my favorite costume of the night, chiefly because it's a kind of subtle. He's Freddie Mercury of Queen, but instead of glammy it up in Mercury's "Bohemian Rhapsody" glory, he's the '80s incarnation of the singer with a moustache, white pants and white tank top.

11:25 p.m. Buffalo Wild Wings on State Street

As a pack of mounted officers are heading off the street through an opened gate, a couple of Monty Python re-enactors are knocking coconuts together to mimic the silly galloping technique used in "Monty Python and the Holy Grail."

11:26 p.m. Urban Outfitters on State Street

Tiny plastic cups fill the street and sidewalk. Revelers are taking samples of Mountain Dew's new drink, Amp, and then tossing the cups on the ground. All you can hear is the sound of plastic cups being crushed and scratched across the concrete.

11:30 p.m. State Street Brats

A cadre of hunky guys dressed like the Spartans from the movie "300" is causing a stir in the costumed mob. They're carrying pretend spears held afloat, marching in formation and chanting. However, it's hormones that are getting these guys noticed. After hours of women wearing micro-miniskirts and spandex-tight cop uniforms, the ladies finally have some eye candy for a change.

11:31 p.m. Credit Union on State Street

A poor princess is very drunk and is being literally carried by her friend. The princess has lost her glass slippers or any other kind of footwear. Her pal is dutifully ushering her along, answering her slurred stammering, but one need only look at her friend's eyes to see the exasperation.

11:41 p.m. West Gorham Street

"The Rocky Horror Picture Show" has taken over the movie screen and larger group of people is finally forming.

11:46 p.m. Parthenon Gyros on State Street

Two little girls dressed ornately as witches are clutching their father's hand as they weave through the parade of people. They're a sense of unease on their faces as the blur of college students pass back and forth.

11:47 p.m. West Johnson Street

That's the second Buckethead I've seen tonight. Perhaps, the new Guns 'N' Roses album will finally be released.

11:48 p.m. West Johnson Street

That's the 16th Joker. His flimsy suit could use some more work.

11:49 p.m. West Dayton Street

A great costume! A foursome is dressed as blue-clad teammates from the '80s Nickelodeon game show, "Double Dare." The guys are wearing a uniform of T-shirt, pants and pads. The shirts boast iron-on decals of the show's logo and the contestants have on blue construction helmets with a glass super-glued to the top of it. As on the show, these guys look ready to respond to any "physical challenge."

11:51 p.m. West Dayton Street

Twelve members of the Guardian Angles roam the street like thugs, looking amped up to respond to any trouble. Their presence is just showboating though as there's more than enough officers here.

11:52 p.m. West Dayton Street

A Greek goddess, a nurse, another Dorothy and one of Santa's helpers are waiting wearily at a bus stop for a ride that won't come for hours.

11:53 p.m. West Dayton Street

Officers begin to move a barricade to block off this portion of State Street. This is a buzz kill for many partiers as it seems they can't or won't engage the police in conversations. When you look up at the surging crowd around the Capitol Square stage, it's clear why the police want to stem the tide of people heading toward the Capitol.

11:54 p.m. Capitol Square

O.A.R. takes the stage and sends waves of excitement through the swaying crowd. We're no longer on a city street. This is an outdoor stadium and the even the costumed exhibitionists are feeling the collective energy. "It's not going to snow on tonight's parade," the singer croons during their opening song and the crowd roars.

12:07 a.m. The Orpheum Theatre on State Street

A red, furry Elmo heading toward the Capitol rudely knocks into a cowgirl. "Ouch! Elmo isn't so nice!" she yells.

12:08 a.m. West Johnson Street

A circle of pirates are clandestinely drinking a bottle of Bacardi with a 7 Up chaser, looking over their shoulders should someone want to confiscate their alcoholic booty.

12:18 a.m. West Gilman Street

Madison's premier reggae-rock outfit Natty Nation are easing costumed hippies into their hypnotic groove.

12:19 a.m. West Gilman Street

A line of police officers are slyly leering at some overexcited bridesmaids and sexy deputies parading toward campus

12:25 a.m. Qdoba on State Street

The best costume yet! Two women are dressed as the unusual deck chairs that are found on the Terrace on campus. One woman is in yellow sweats, another in orange. Behind their heads, they have a cardboard circle cut in the pattern of the chairs.

12:29 a.m. State Street Brats

A group of U.S. gymnasts are doing tumbles on a red, white and blue mat when they're joined by an expensively suited Sarah Palin. Preparing for her own flip-flop, Palin steadies herself and then does her own tumble as onlookers cheer her on.

12:32 a.m. Peace Park

The lines for the Porta Potties are growing. It's three people deep.

12:34 a.m. Sunshine Daydream on State Street

There's another Joker nurse.

12:50 a.m. West Dayton Street

O.A.R. launches into their biggest hit, "Love and Memories," and gets several people jumping and dancing along.

12:53a.m. West Dayton Street

The sax player was on the ground, but he's back on his feet again and is playing "Iron Man." I need this night to end soon.

12:56 a.m. West Dayton Street

A guy dressed in kid's pajamas heads toward the mounted police when his friends drag him away. "I just wanted to pet a horse," he said.

12:57 a.m. West Dayton Street

Jesus is waiting to show ID at a nearby bar.

1:00 a.m. West Dayton Street

Police begin to move the orange barricades, attempting to rope off the foot traffic and force people toward the exits.

1:18 a.m. West Johnson Street

A group of spectators have lined up at the window of Tutto Pasta. They have placards rating the different costumes. A sumo wrestler and his friends are goofily dancing around as one of them carries a ghetto blaster. They get a couple of 9s.

1:25 a.m. West Johnson Street

Showing color has no barriers, a green dinosaur and Barney the purple dinosaur pose for a picture together.

1:36 a.m. West Dayton Street

Police line up along Johnson Street and begin to passively shepherd people toward the exits. They're quick to respond to questions, but the answer is always the same: the exit is over there.

Most of the partiers hear the message loud and clear and slowly moving away from State Street.

1:45 a.m. West Dayton Street

The streets are lined with trash, fake bullets, cigarette butts and mysterious puddles. Only but a few diehards are holding on. The stench of horse manure lingers with each cool gust of wind.

2:30 a.m. West Johnson Street

Police have moved the barricades to allow the street cleaning crew to tidy up the road. Only a few weary stragglers remain besides the officers and journalists both looking for trouble that never comes.