SAN BERNARDINO, Calif. — Cypress Hill, System of a Down, Limp Bizkit, Xzibit and scores of other rock, rap and hybrid acts lit up the stage Saturday at what organizers are calling the most successful Smoke Out festival yet.

"You've got metal heads, you've got hip-hop heads, you've got fine women, you've got everything," said rapper B-Real, who started Smoke Out with his Cypress Hill bandmates three years ago. "There's always festivals geared toward one thing — Smoke Out is geared toward many things. That's why we have such a wide audience out there."

An estimated 55,000 fans attended the all-day festival, held at the National Orange Show Events Center. Also among the mainstage performers were punk band Pennywise, reggae funk-rockers 311, rappers Redman, Dilated Peoples and Gang Starr, and hybrid groups (hed)pe and SX-10. A second stage featured such acts as Taproot and Freestyle Fellowship, while the Stoned Garden offered a mix of DJs from the Funky Tekno Tribe, and the Homegrown stage highlighted such Southern California DJs as Thomas Michael and Digital Assassins.

Rapper Xzibit and hard-rockers System of a Down used their sets to test out new material. "You don't know this sh-- yet, but you gotta hear it sometime," a jovial Xzibit told the crowd.

System of a Down previewed four new songs from their forthcoming album, including the tentatively titled "Kit" and "Prison Song," the latter of which is a ferocious and dynamic number about what singer Serj Tankian sees as flaws in the U.S. prison system.

"We haven't played live in three, four months, so we're literally a ball of energy," System of a Down drummer John Dolmayan said before their set. "I can't wait to explode my ball all over that stage."

A Late Limp Bizkit

After a high-octane performance from Pennywise, fans waited about an hour for Limp Bizkit to take the stage for their special guest appearance. The rap-rock stars, who are developing a reputation for holding up major festivals, said nary a word about their tardiness.

"I think they should have said 'sorry' for making us wait so long," said 21-year-old attendee Marta Fernandez of Los Angeles.

Instead of previewing material from their upcoming album, Chocolate Starfish and the Hot Dog Flavored Water, Limp Bizkit stuck primarily to previous hits, including "Nookie" (RealAudio excerpt) and "Break Stuff."

Frontman Fred Durst dedicated the band's cover of George Michael's "Faith" (RealAudio excerpt) to "all the ladies out there — you're the reason my life is f---ing ruined."

Supported by Erick Sermon, New Jersey rapper Redman drew primarily from his latest solo album, Doc's the Name (1998), during his afternoon set, but dropped in a rendition of "Da Rockwilder," a collaboration with Method Man.

"The crowd is hyped, but I'm not expecting them to be real hype, because it's a smoke out — they're supposed to be high, relaxed, acid-out, X'ed out, whatever they gon' be," Redman said.

The members of Gang Starr took breaks from their separate projects to regroup at the festival. "It's so dope to be on a promotional tour for my new solo joint and then come and do Gang Starr in the middle of it all," said Guru, who just released Guru's Jazzmatazz: Street Soul. "I did Smoke Out last year, and it's a beautiful thing."

Cypress Hill capped the festivities with a crowd-pleasing performance that featured such staples as "Insane in the Brain" alongside such recent cuts as "Rap (Superstar)" (RealAudio excerpt).

The Women Of Smoke Out

Though this year's festival featured the most diverse lineup of Smoke Out's three-year history, only four female performers appeared on the bill — Medusa, Bahamadia, DJ Rap and DJ Mea, who opened the day at the Stoned Garden.

"When I started, there were about three people there, and by the end of it there was about 300," Mea said. "When they see a woman behind the tables, it automatically attracts a crowd."

Underground hip-hopper Medusa also won some new fans during her mainstage performance early in the day. "She's like a hardcore Erykah Badu with a Chuck D/Public Enemy approach," said (hed)pe's DJ Product. "She's right in your face. She's scary up there."

Cypress Hill's DJ Muggs said diversity was the main goal in putting together this year's bill, and both he and B-Real attributed the festival's growing popularity to a more eclectic lineup.

"This year is bigger and better," Muggs said backstage. "First one was 13,000, second one 42,000, this one 60,000. We're just improvin' every year and fixin' our game plan every year — every time there's a hole we just fill it up and make it tighter."

"The first year we learned how we needed to accommodate people a little better," added B-Real. "The second year, after we got the accommodating thing down, we learned you have to have more merchandise, more beverages and all that sort of sh--.

"This year we learned we need more security," he continued, scanning a crowd of people who were standing around him, none of whom seemed to have backstage credentials.

Though fans could buy VIP passes for $200 that would give them limited backstage access, hundreds of attendees without special passes or wristbands walked past security guards and roamed around the VIP area. By late afternoon, the pedestrian jam backstage led security guards to close off access from the main grounds, frustrating artists' guests, industry types and reporters, as well as fans who had paid the extra money for special access.

Cypress Hill are considering expanding Smoke Out to a nationwide tour next year, or at least hitting a few more cities, Muggs said.