NEW YORK -- All the Roots' ?uestlove could think of Wednesday night was that game time was only 24 hours away. ?uest and his band were rehearsing on a small stage at Montana Studios, getting ready for the big stage at Radio City Music Hall.

"When I did the Jay-Z Madison Square Garden show, he and I were joking about how not to get nervous for a night that big," ?uest said during a break. "We said we were going to pretend it was Boston and not Madison Square Garden. Being that tomorrow is the equivalent of that special night for me, I'm going to treat it like Boston. I handpicked these 70 songs we're going to do over six hours over a two-night period. For me, this is a dream and chance to amalgamate my unit with some of the people who we've admired for years."

"Let it roll, get bold, I just can't hold," Big Daddy Kane started rapping, facing ?uest. "Back or fold, 'cause I'm a man with soul/ In control and effect, so what the heck/ Rock the discotheques, and this groove is what's next."

Surprise guest Kane was one of the trump cards ?uest planned to lay on the table Thursday night during the Roots' first performance at Radio City.

Before leaving, Kane ripped through a practice run of his set's closer -- and a record he said is key for NYC -- "Warm It Up, Kane," garnering big smiles from everyone in the room. He did his set in one take.

Inside the studio, ?uest's musical directing was seamless, like a graceful point guard leading the fast-break charge. "No, Jeff, turn it down some. Turn it down just a little bit," ?uest said from behind the drums, directing Jazzy Jeff and his band on the soundscape for Raekwon's "Verbal Intercourse."

If Kane was to be the Roots' trump card, no doubt Raekwon the Chef and Ghostface Killah would be their two aces. In addition to Ghost having his own set, where Erykah Badu would be singing the hook on "Chez Chez LaGhost," Tony Stark and longtime partner Raekwon were to join already advertised guest Nas for the classic posse cut.

Later, it was Badu's turn to get down with her brothas. Her voice sounding strong as ever, the singer started freestyling until being interrupted by ?uest. "Are you definitely going to do that tomorrow?" he asked her. " 'Cause I'll commit that to memory."

"I'm not used to that memory sh--," she smiled. "Man, let's just have fun."

"We're like a studio husband and wife," Badu explained later during a break in rehearsal. "If I'm having a good day, [?uest] can lead. If not, we're arguing about the set list or the breaks. But for the most part, he's my brother. ... We usually have the same thought or idea."

Badu went on to explain she had a trick up her sleeve for the show.

"Shhh," a giggling Badu said, lowering her voice so ?uest couldn't hear. "Everything we've rehearsed tonight, I'm not doing any of that. I'm gonna do something totally different. I like to look back at him, and he can't do anything about it. I'm gonna do that tomorrow night. This rehearsal will self-destruct when we walk out. I promise."

Little did Erykah know, her friends would soon find themselves improvising on Thursday night to a couple of snafus and some no-shows.

The show started out on a high enough note -- Black Thought setting the table with "Thought @ Work," then Nas, wearing a black hoodie and blue jeans, coming on to "Made You Look."

Nas didn't miss a step as he rapped the album version of "Ain't Hard to Tell," and then the Roots switched the beat to the remix. There was a short misstep during "The World Is Yours," where he seemed to be fumbling over his words, but many in the crowd either didn't catch it or didn't care, continuing to rap along. He closed with "If I Ruled the World (Imagine That)."

"The Roots are a one-of-a-kind class act," Nas said minutes later in his dressing room. "They're all we got on a level like that with the instruments. Black Thought is a hard-body lyricist; he did his thing. I never had a band behind me before, so working with the Roots on that show was a first for me on a concert level.

"When I first got the call about it, I was like, 'Cool,' " he added. "But I didn't know how I would do because of the band, it was live. I didn't know which joints would sound good. But ?uest has the knack for that."

"Tonight was special, man," Common said about an hour after his set. "I performed here [at Radio City] a few times, but with R&B acts. I felt tonight was like real. Hip-hop was in the place. I felt the Roots playing, and the MCs that were coming were some of my favorite MCs: Nas, Big Daddy Kane and Talib and Tariq [Black Thought]. I just felt hip-hop, and I was proud."

Common turned out to be the show's second wind -- jumping in the crowd, freestyling off the dome, kicking a stool over during "Testify" and, of course, covering all types of ground on the stage like a cornerback on the football field.

"?uestlove, he got his request line going," Common joked after the performance. "He'll say, 'We gotta do this, we gotta do that,' and he'll pick out some obscure stuff you'll only know if you're a music lover. I be having to nix some of his stuff out."

Talib Kweli, who arrived a few minutes late, came on after Common. After that, the aces the Roots had planned on, Rae and Ghost, were no-shows. The last 45 minutes of the three-hour show was basically improv, with friends such as Alicia Keys, Badu, Dave Chappelle and Jay-Z standing on the sideline.

Extended Roots member Rahzel came out to close the show with his magic mouth, beatboxing and singing records like Kanye West's "Jesus Walks" and Aaliyah's "If Your Girl Only Knew."

"That's when the tightness of the band comes in to factor," Black Thought said after the show. "We're able to play off one another and throw things in there and not come off like you're stalling. We performed, like, three or four other songs than the Roots had intended to perform to smooth out a couple of the transitions. We changed a couple of things in the set too because of how it flows, a couple of things in Kane's set, a couple of things in Nas' set."

The show ended when Chappelle, Keys and Badu came onstage to share hugs with the band as the audience filed out.

In the Roots' dressing room, ?uestlove was visibly upset that the show had not come off as planned. The usually jovial leader of the crew looked dejected. Black Thought was more positive.

"I feel like there were a lot of people here tonight that it was their first time seeing us perform," he said. "So they didn't really have any standard -- maybe a performance on TV -- but they didn't have anything to judge it [by]. So I feel like we make a pretty good first impression. Then I think there were some diehard Roots fans in the place who may have caught wind of what the set list would be or what we were rehearsing and realized what we performed tonight was not it. So they might have been a little confused. We had a couple of no-shows, a couple of people who came in like a bat outta hell off the flight, but I feel people got their money's worth."

The Roots take another stab at it Friday night (May 19) for their second sold-out show at Radio City. Erykah Badu and Mos Def are the most well-known names advertised on the bill.

Black said they'll probably try to do some things differently on Friday.

"Just probably try and cover more within the time we have for the soundcheck," he said. "[Get] some of the kinks worked out sonically so we could concentrate on what set we're gonna do and what transitions. I think [Friday] is going to be a lot smoother, a lot more low-key. It's a lot of vocalists, singers who don't come with the same ego and nonchalantness of an MC."

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