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Buffalo's Second Annual Blues Festival: When Robert Johnson sang about "blues falling down like hail," could he have envisioned this two-day blues bombardment featuring dozens of diverse artists? Well, no, because he died in 1938. But the Lafayette Tap Room is keeping the blues alive by sponsoring this outdoor festival, which boasts names such as Lonnie Mack, Popa Chubby, Dr Z & the Blues Remedy, Johnny "Yard Dog" Jones and many others. The festival takes place Saturday and Sunday from noon to 11 p.m. on Washington Street between Clinton and Eagle streets. Food, beverages and motorcycle parking will be plentiful.

1. The Headstones: Tonight at 10 in the Showplace Theatre, 1063 Grant St. Fresh off the set of the upcoming Miramax film "Hardcore Logo," surly singer Hugh Dillon brings his aggressive punk-rock bar band to Buffalo. Rusty also plays.

2. The Tails, with Baby Hoover and Girlpope: Tonight at 11 in Nietzsche's, 248 Allen St. Smart, literate pop from three local bands.

3. Treble Charger: Tuesday at 6 p.m. in New World Record, 512 Elmwood Ave. Power-pop foursome from Canada supports its latest CD, "Maybe It's Me," with an in-store appearance.

4. Ron Hawkins & the Rusty Nails: Saturday at 11 p.m. in the Buffalo Nickel Lounge, 454 Pearl St. Local favorites make their last appearance of the summer.

5. Scott Carpenter & the Real McCoys, with the Lance Diamond Show: Thursday at 5 p.m. outdoors in Lafayette Square.

Mammoth Records, home to the Squirrel Nut Zippers, Frente! and Pure, was purchased by the Walt Disney Co. on Monday. The sale comes as good news to the long-struggling North Carolina label, but independent-music fans might have reason to be wary. Hollywood Records, another Disney-owned label, recently dropped Insane Clown Posse, calling the band's lyrics "inappropriate." Jay Faires, who started the label after graduating from Duke University in 1988, will continue as Mammoth's president for five more years under the Disney contract. The Wall Street Journal reported that the label sold for between $20 million and $25 million. Mammoth, one of the original "indie" labels to emerge in the late 1980s, has released albums by artists such as Juliana Hatfield, the Blake Babies, Dash Rip Rock and the Backsliders. The label's catalog contains about 120 albums.

As blues fans may know, the irrepressible Luther Allison has been diagnosed with lung cancer and brain tumors. The 58-year-old guitarist has canceled his Thursday concert date at the Waterfront Festival on doctor's orders. Appearing in Allison's place will be the Holmes Brothers, renowned blues, gospel and R & B artists. . . . "Spawn: The Album" (Immortal/Epic/Sony) marks the second electronica-oriented soundtrack of the summer. The first, "187," combined trip-hop and rap, whereas "Spawn" mixes techno and hard rock -- quite appropriate for a sci-fi/horror flick. The musical pairs include: Sneaker Pimps and Marilyn Manson; Soul Coughing and Roni Size, and Filter and Crystal Method. Hey, maybe the Chemical Brothers should score Kubrick's upcoming film "Eyes Wide Shut." . . . Wild Strawberries play sweet alternative pop Saturday at 10 p.m. in Nietzsche's. Redheaded Stepchild also plays. . . . New World Record has two guitarists making in-store appearances this weekend. Damien Simon, formerly of the band Last Lemming, plays a set on his 12-string Saturday at 2 p.m. The experimentally minded Terry Klein, who combines guitar with tape loops a la Robert Fripp, plays Sunday at 2 p.m. . . . Tim Baldwin & Friends play acoustic music tonight at 11 in Mohawk Place, 47 E. Mohawk St. . . . Overlooked: Autour de Lucie, the winsome French foursome who opened Lilith Fair on Sunday afternoon while the early arrivals looked for blanket space on the lawn. The band's eponymous debut features 12 precious French and English pop numbers sung quite prettily by ingenue Valerie Leulliot. . . . Overheard: "She is so cute!" So gushed one fan to another about Tracy Chapman during her set at Lilith Fair. . . . Over the hill: Harrison Ford, the 55-year-old hipster showed up at a recent interview with a gold hoop in his freshly pierced right ear. . . . Local band edn plays Saturday at 11 p.m. in Big Daddy's House Of Music, 207 Youngs Road. . . . The Queen City Jass Society Festival, billed as a "New Orleans-style jazz celebration," kicks off Saturday at 11 a.m. in the Tralfamadore Cafe, 622 Main St. The festival continues through Sunday.

They've done tributes to Leonard Cohen, Kiss, Joy Division and even Gary Numan. So why not have one for Lloyd Cole, the handsome Brit whose arch pop-songs once tickled America's fancy? The Lloyd Cole Tribute Night, featuring performances by members of local bands such as Bread Gone Wry, the Brother Project and Plaster Sandals, starts at 9 p.m. in the Central Park Grill, 2519 Main St. Did they fight over who gets to do "Perfect Skin"? . . . Local band Woody Dodge, which modestly describes itself as a "folk-rock-funk-punk love explosion," plays Wednesday at 9 p.m. in Nietzsche's. . . . Local singer Alison Pipitone performs tonight at 10:30 in the Star Bar, 414 Pearl St. . . . Words to live by, courtesy John Lydon: "Sit in the sun, let nature take me/Lucky for some, but nature hates me."

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