Billy Breathes was only a month old, and had just hit a career peak at No. 7 on the Billboard charts, when Phish took the stage at the University of Kentucky’s Rupp Arena. But the band’s live sets were in flux, moving away from an experimental 1995 toward an uber-funky 1997. On paper, though, the time was ripe for the band to leap onto a new precipice, and to play one of the country’s largest arenas must’ve felt like a step in the right direction. Things get cooking from the start, captured with bold, crisp sound in this archival release. Phish rips into a muscular “Chalk Dust Torture”—with Trey Anastasio’s shout “Can I live while I’m young?” evoking monster cheers from the college crowd. Set one is packed with lightning-fast riffing, with a tight “Rift” and a “Stash” that descends into madness. The set takes a more traditional rock-and-roll turn with a driving “Free” (likely many students’ first taste of the band) and set-closer “Character Zero.” But it’s Phish’s second set here that defines the show. At 27 minutes, the “Bathtub Gin” was the band’s longest ever at the time, and showed that Phish could still explore every corner of a song, somersaulting styles effortlessly. Jon Fishman takes over on Syd Barrett cover “Bike,” standing out in an otherwise no-nonsense show. Edgar Winter cover “Frankenstein” closes, bookending a big, bold performance—at a venue Phish never returned to again.