NEW YORK -- Dave Matthews explained the inspiration for many of

his songs -- which ranged from an acid trip to something Oscar Wilde

once said -- during a performance for 200 lucky fans in a former

synagogue on Manhattan's Lower East Side Wednesday night.

The three-hour acoustic performance with frequent collaborator Tim

Reynolds, which was taped for an upcoming episode of "VH1 Storytellers,"

gave those fans a chance to see the performers up close. Very, very close.

One fan, John Lewis, said the show was as good as any of the other dozen

Matthews shows he's seen -- "except for the fact that tonight we were

20 feet away from him."

Matthews and Reynolds, who end an acoustic tour Thursday night (March

25) in Buffalo, used the occasion to play plenty of Dave Matthews Band

songs, as they've been doing on their tour. The band itself is set to

begin a national tour May 1, during which it will play amphitheaters,

arenas and stadiums.

The old synagogue, a 150-year-old building that now houses the Angel

Orensanz Foundation, had a few thousand watts of lights and amps brought

in for Wednesday's tapings, but otherwise bore no resemblance to anywhere

else Matthews may be headed on the road.

Just after 8 p.m., Matthews and Reynolds walked in and took their places

on a makeshift platform in the center of the temple. They were surrounded

on all sides by fans in folding chairs. VH1 had one camera halfway back

on a track, another Steadicam roaming around the altar and two cameras

in the back on tripods.

Reynolds stood and Matthews sat as they strummed the opening chords of

"The Stone," from the Dave Matthews Band's Before These Crowded

Streets (1998).

Between songs, Matthews told anecdotes, some related to the songs and

others seemingly off the top of his head. Between the opener and

"Crush"

(RealAudio excerpt), for instance, he talked about a hotel escapade

after he played with Carlos Santana and the Grateful Dead's Bob Weir at

a March 21 benefit in Marin County, Calif.

"We were staying at this really fancy hotel in San Francisco, and we had

a few drinks," Matthews said. The next thing he remembers, he said, was

waking up naked and needing to go to the bathroom. But he picked the

wrong door and ended up in the hallway, locked out of his room.

"Thank God for the complimentary USA Today outside the door," he

said. He fashioned the newspaper into a loincloth before calling security.

Reynolds began to show his chops on "Too Much," during which he made his

acoustic guitar sound like a mandolin. On the unreleased "Bartender"

(which some fans are calling "Reconcile Our Differences"), Reynolds

worked a wah-wah pedal; that song flowed into

"Don't Drink the Water"

(RealAudio excerpt) and even a bit of Woody Guthrie's "This Land Is

Your Land."

"Tripping Billies," Matthews said, took its name from an episode years

ago when he took acid on a South African beach. No sooner had he taken

it than he decided he didn't want to trip.

"But the acid said, 'Too late!,' " Matthews said. Over the next

few hours, he saw his girlfriend's face turn into his mother's, watched

his hand melt and somehow lost his clothes. The dragon in the song, he

said, is a reference to the bum rap that Puff the Magic Dragon -- the

title character of the popular children's song -- once took for being a

pothead.

"Christmas Song" came to Matthews after reading a quote by the Irish

writer Oscar Wilde: "If Christ was alive now, the one thing he wouldn't

be is a Christian." Some fans groaned at that, to which Matthews

responded, "Hey, I didn't say it; Oscar Wilde said it."

Heaven seemingly took its own revenge halfway through the song, when the

stage monitors began to feed back. Matthews abandoned the tune.

Though they were playing acoustic guitars, during "Warehouse" and the

blues classic "John the Revelator," Reynolds and Matthews made enough

noise to sound like a full band. Reynolds played lead, using effects,

while Matthews strummed rhythm.

Matthews began taking questions from the audience after playing "Jimi

Thing," from Under the Table and Dreaming (1994). He told a

female fan his favorite drink is bourbon, and accepted her offer to buy

him one after the show.

And what is a Jimi thing, anyway?

"A Jimi thing in some places is a condom," Matthews said. But for him,

he said, it was a temporary song title that stuck. "It was kind of

reminiscent of the early days of Jimi Hendrix, and we didn't have any

names for any of the songs, so we called it the 'Jimi thing.' "

The "Jimi Thing" question came from Jared Junge, 23, who said he drove

with a friend from school in Springfield, Mass., after winning a pair of

tickets from the DMB Warehouse Fan Club. He said he would try to make it

back to Springfield in time for classes Thursday, adding, "I hope my

teachers aren't too mad."

Matthews broke out a 12-string guitar for "Spoon," and on "Ants Marching,"

the set closer, Reynolds threw in one more fast and furious solo. After

a long break, the pair returned for two encores: "Say Goodbye," about a

one-night stand, and a classical-guitar piece, "Dancing Nancies."

The latter, Matthews said, was inspired by a scene he saw in a park in

Spain. He told his taxi driver, "Look at all those beautiful women in

the park. They must be prostitutes." Said the driver, "They're not women,

but they sure are prostitutes."

The show is scheduled to air on "VH1 Storytellers" June 6 at 10 p.m.,

according to VH1 spokesperson Kelly Rounds.