BY JUD COST

San Francisco's Make-Out Room, on the surface a pretty drab joint, had never sparkled with so much musical energy in the 10 years I'd been hanging around the place. And about 50 people were lucky/smart enough to witness an unforgettable performance by the Orange Peels and the Flywheels, yet another example of why rock 'n' roll will never die, no matter how many times the ignorant try to bury it.

The Orange Peels, long-established as the Bay Area's best (albeit slowest-rising) pop band, were no surprise to those who love them. Their tight set was a perfect balance of frontman Allen Clapp's classic songs ("Mystery Lawn," "A Change In The Weather") and the newer, slightly noisier stuff from the Peels' recent album 2020 (Minty Fresh). The boyish Clapp, now sporting a cloth cap to finish off his buttoned-down look, was once tagged "the lo-fi Lutheran" by respected indie-rock producer Jeff Saltzman before he moved on to Portland and studio fame with Stephen Malkmus.

The Orange Peels have finally found the man who may be the best in a long line of fine guitarists in John Moremen, and all they had to do was move him over from the drum slot, now filled by Gabe Coan. If you've never had the pleasure, Allen Clapp's music is a curious blend of the innocent, early electric Modern Lovers period of Jonathan Richman, with a few shakes of 1977 Talking Heads-style red pepper flakes.

When the cake comes out of the oven, however, you get an overwhelming sense that if Clapp had been born 20 years earlier he might have penned a long list of Top 40 radio smashes for British Invasion heroes the Hollies, the Zombies and Herman's Hermits. As a preaching-to-the-converted bonus, the Peels reeled off a knockout version of Jimmy Silva's "Hand Of Glory," once a regional hit by New Jersey pop stars the Smithereens.

Tonight at the Make-Out Room also turned out to be a make-up night for the horrible sound endured by the Orange Peels recently at San Jose's Left Coast Live festival. Those unfortunates who missed them last night are well advised to skip the trick-or-treating this year and get to the Apples In Stereo's Halloween show early at San Jose's Blank Club. With both the Apples and Oranges in a fruit & veg extravaganza, sparks should fly.

The X-factor tonight was the maiden voyage of opening act the Flywheels. Lead singer Kim Wonderley, along with the band's bassist, Eric Scott, were once members of the Goats, the last group of much revered songwriter/singer Jimmy Silva before he, fatefully, moved to Seattle in 1994. Two days before Christmas, Silva died after contracting chicken pox, sometimes dangerous to adults. Wonderley, who'd sung a handful of leads for Silva's four brilliant studio albums, hadn't played live in 20 years and expressed severe doubts about her abilities prior to the Flywheels' three rehearsals. She needn't have worried.

Thirty seconds into the set, it's obvious that Kim Wonderley is a natural. Her powerful reading of "Fair Exchange" - a hallmark of this year's Silva tribute album, Through A Faraway Window (SteadyBoy) tracked by Seattle madmen the Young Fresh Fellows - is stunning. It's easy to see from the Flywheels' pair of trib tracks, Wonderley's voice has that smoky, Chrissie Hynde thing going on, but who knew she was as tough a cookie as Joan Jett?

Decked out in Carnaby Street threads kept in mothballs since the '66 heyday of the Troggs, Wonderley's got all the right moves, and her daytime gig as the traffic reporter at SF's all-news radio giant KCBS means she knows what to do behind a microphone. "Jimmy wrote that song for (Get Smart heroine) Barbara Feldon, didn't he?" Wonderley asks of Scott, before introducing the next Silva opus. "Jimmy was a great lyricist who wrote a lot of songs that people loved. This wasn't one of 'em," she smirks before launching into "Name That's A Number."

Something of a belated record-release party for the Silva tribute, the Flywheels' set also sprinkles in a few ringers that include Small Faces chestnut "Sha La La La Lee," a fab Mod staple that had shredded Wonderley's pipes in rehearsal only three weeks earlier. "I've Got Time," another gem whose lyrics proved sadly untrue for Jimmy Silva, sounded terrific, even without the ethereal harmonies added by Christy McWilson (Dave Alvin's Guilty Women) to the tribute version. Wonderley and Scott's simpatico vocal blend and Moremen's soaring guitar, along with Gabe Coan's solid drums and keyboard flourishes by Alan Whiting give the song everything it needs to bring a smile to the face of Silva's boyhood pal, Eddy Irvine.

"As I was driving here for the show tonight, I had this overwhelming feeling I should turn around and run away," confesses Wonderley before kicking off "City Of Sisterly Love," another Silva tribute highlight, cut by Jon Auer of the Posies. Wonderley wraps her tonsils around the song's tongue-twisting couplet ("Cortez said to Pizarro/'Didja hear about Coronado?'/Pizarro said, 'Yeah, but tell me again'") with all the aplomb of someone who's just maneuvered her Mini Cooper around a bag of yard clippings dumped onto the Golden Gate Bridge.

The set was nailed to the wall like a zebra skin in a jungle hut by another tribute-album veteran, the legendary Roy Loney, onetime Flamin' Groovies frontman, who ripped through a rare Silva rocker, "Big House," like they'd practiced it for months. In reality, just like the glory days of Chuck Berry's one-nighters, Loney shook hands with the Flywheels for the first time that night and was off to the races.

"What the hell was up with all Kim's insecurity?" I asked a sweat-drenched Scott afterwards of Wonderley's pre-show jitters. All he could do was shake his head and smile: "Yeah, Kim's great." One would hope, after tonight's spectacular coming-out party, she finally believes it, herself.