Compare last year's South Padre International Music Festival to this year.

In 2007, promoters launched the event. They brought the Valley acts like Grupo Fantasma, Robert Earl Keen and Robert Randolph and the Family Band.

Those are some big names, especially in certain circles. But they pale in comparison to the year two line up.

Willie Nelson. Blue Oyster Cult. Los Lonely Boys.

Those are just three of the more than 40 acts that will play starting Oct. 31 and running through Nov. 2 on the Island. They'll rock more than 10 venues.

Organizers call it the Valley's biggest annual event.

"Last year we didn't know who would show up because nothing like this has ever happened in the Valley before," said Tim Hayden, one of the event's founders. "So we played it a little safer. We didn't spend as much on talent. We brought in mid tier talent in several different genres. We really just tested the waters."

After extensive exit surveys and online research, things have changed. Promoters crafted a plan. They aimed for what the people wanted - relevant Texas tunes ranging from country to classic rock to indie electro funk.

Plus one legend in Willie Nelson.

And that's really the appeal here, the massive variety. Music fans come to see Willie or classic rockers Foghat or Los Lonely Boys, and they discover something new.

Something like Austin's Ghostland Observatory. To younger music fans, these guys are elite. They've played stages at youth-skewing mega fests such as Bonnaroo, Austin City Limits and New Orleans's Voodoo Music Experience. They're on the rise with their unique blending of electronic sounds and indie music styles.

And this is just the beginning.

"We think that this festival can ultimately be a 40 to 50,000 person per day festival," Hayden said. "The Island is built to handle just about that many people, including Port Isabel. That's the only place in the Valley we have this type of infrastructure."

It's the only place in the Valley to have this type of rock.

Acts include:

• Willie Nelson
• Foghat
• Ghostland Observatory
• Los Lonely Boys
• Blue Oyster Cult
• Alejandro Escovedo
• Los Amigos Invisibles
• Grupo Fantasma
• Fastball
• Guy Forsyth
• 60 Tigres
• Del Castillo
• Boombox
• Vallejo
• Nakia and His Southern Cousins
• Sara Hickman
• Brownout
• The Last Vegas
• Paula Nelson Band
• Ginger Leigh
• Twanguero
• Suzanna Choffel
• Big Burn
• Bongodogs
• Eric Hanke
• James Speer
• Meridianwest
• Stewart Mann and the Statesboro Revue
• Pelican West
• Airline
• Phillip Thomas Kellog
• Bree Stevens
• Johnny Mac
• Lauren Ashley
• J. Michael Lafferty
• Third Coast
• Rumtide
• Jake Cortez
• Danny Green
• Carrie Elkin
• Danny Schmidt

Organizers say they have booked several surprise acts that they will announce in the coming weeks.

For more information visit www.spimusicfest.com/2008/

Zack Quaintance covers features and entertainment for The Monitor. You can reach him at (956) 683-4447.