Hollywood, Calif. -- Weezer's Rivers Cuomo said it best in words written during much happier times:

"...I had two best friends/ 'Til the school bus came/ And took my friends away/ Now I'm left alone at home/ Sit and think all day/ Hear you me, Mykel/ Hear you me, Carli."

These are the lyrics Cuomo penned for his friends Mykel and Carli Allan, as the band was on the brink of success, years before the sisters' fatal car crash of last month. He sang them again at a benefit concert Friday night, the now bitter-sweet words taking on a whole new significance, one that strangely seemed to capture the mood of the night .

Musicians and celebrities from Green Day's Billie Joe Armstrong to Clare Danes joined music fans around the world at the evening's special tribute entitled the "Mykel, Carli and Trysta Allan Memorial Concert."

Hundreds of fans lined up at the Palace beginning at 10:30 a.m., some coming from as far away as Japan for the benefit. The show was held to raise money for the family of the three sisters killed in a car accident July 8 on their way home from a Weezer show in Denver, Colo.

For years, the Allan sisters ran fanclubs for many L.A.-based bands, including the three on the concert bill: Weezer, That Dog and the now-defunct Black Market Flowers, who reunited to play the benefit. Well-known to the bands, Mykel, 31, and Carli, 29, kept fans all over the world informed about their favorite members by sending personal letters, 'zines and postcards on a regular basis.

They befriended many of the bands years ago in L.A., where they went to shows almost every night to support the local musicians. Their sister, who was in her early 20s when she died, also supported the bands. Now, the bands and their fans were there to offer their support and pay their respects to the most devoted fans of all, the Allan sisters.

The sold-out show started off with Black Market Flowers, who opened with their own song "Mykel and Carli," which like Weezer's had been written for the sisters by the band years ago. Though many of the concert-goers had never even heard of the group, they jumped up and down as the three-piece band banged through seven songs.

In addition to Danes and Armstrong, celebrities who turned out for the event included Jared Leto (aka "Jordan Catalano" from "My So Called Life"), Ben Lee, music video director Spike Jonze, Sophia Coppola, Jeff and Steve McDonald from Redd Kross, and Adrian Young and Tony Kanal of No Doubt.

Since there was no guest list for the show, everyone paid a $21.50 ticket donation with all the proceeds going to the Allan family. A benefit CD in the works, titled Hear You Me is expected to include Weezer, That Dog, Ozuma and Shuffle Puck, with another 25 bands expressing interest. The CD, being put out by an indie-label in Seattle, will be available in late October through mail-order only.

Next up at the benefit show, That Dog walked out to the thunderous cheers of their hometown crowd. "We're here to have a good time," singer/guitarist Anna Waronker shouted. With that, the group plowed through most of their current album, Retreat From The Sun. The Allan family, seated in a special VIP section, clapped and sang along to some of the songs.

But many reserved their energy for the headliners. Weezer came out jumping and screaming to the theme of the game show, "Family Feud." Bassist Matt Sharp picked up singer Cuomo and spun him around about 10 times before the band broke out with "My Name Is Jonas," off their debut album. The band thrashed and tore into 15 more songs with drunken abandon. It got so wild that their roadie had to come out several times to wipe up spilled beer and whiskey from the stage.

Shortly after Weezer left the stage, the Allan family, led by the sisters' father Wayne Allan, came out. Holding up a picture of his three daughters, he thanked the audience and the bands for their support. "They died doing what they loved," Allan said, choking back tears. "Thank you so much for your love and support. They are here in spirit with us."

The family walked off stage to a standing ovation. Then Cuomo came back out, picked up his guitar, and played the Weezer song, "Mykel and Carli." His voice cracked with emotion when he came to their names.

After the show, friends and family gathered in a private room for a party. Wayne Allan and his wife, Claudia, spent much of the time talking with friends of the sisters and staring around the room in amazement at the crowd who had come to pay tribute.

"I just can't believe this whole thing," Wayne Allan said. "All these people, all these celebrities, all these bands. It amazes me how incredible people can be, and how much love they have given us."

Standing at the bar, Cuomo seemed satisfied, if not reflective.

"This really turned out well," he said. "I'm really happy we did this."