Bill Graham Civic Auditorium, San Francisco, CA
Soundcheck: My Soul, Sugar Shack, Sugar Shack Jam, Space Jam, My Soul Jam, Sailin' Shoes
Set 1: Runaway Jim, Wolfman'sWolfman's Brother, Nellie Kane, Beauty of a Broken Heart, Ocelot, Maze, IDKI Didn't Know > 46 Days, Tube > CircusWhen the Circus Comes, Sugar Shack, SOAMeltSplit Open and Melt, Cavern
Set 2: Golden Age > Piper > Mike'sMike's Song > Simple > BDTNLBackwards Down the Number Line > Carini > Wilson > WeekapaugWeekapaug Groove, HorseThe Horse > SilentSilent in the Morning > 2001Also Sprach Zarathustra > Fluffhead > Loving Cup
 Vocal jam.
Notes: This was the second of three pay per view performances. Wolfman's contained a vocal jam. After the soundcheck's My Soul, Trey and Fish teased Demand. Sailin' Shoes was performed by Fish and Mike only.
This show was part of the "2012 Late Summer Tour."