After reciting all the area codes represented in the crowd at the Soundset festival Sunday, Minneapolis rapper P.O.S. tried to remember Duluth's digits.

"Ah, let's just give it up for all of us being Minnesotans," he finally blurted, sparking cheers he equated to "sounding like there are 37 million people here."

In its third year -- and second outside Canterbury Park in Shakopee -- the Soundset festival actually is no longer just for in-state fans plugged into the Twin Cities' self-starting hip-hop scene. More out-of-state tickets were sold this year, helping attendance rise for the third straight year to more than 17,000 (not quite the estimate P.O.S. gave, but still impressive).

There seemed to be more of everything at Soundset 2010: more teenage boys with braces; more young women in bikinis; more low-riders in the accompanying car show; more aspiring breakdancers in the B-Boy/B-Girl contest, and more paint fumes spewing from the graffiti-adorned "live painting wall."

There also was more room to roam. The 10-hour, three-stage marathon was the first of three concerts to be held in Canterbury's new Festival Field this summer, a grassy field across the horse track's parking lot that proved functional if forgettable (Lilith Fair and Warped Tour will follow).

Sunday's headliner, Atmosphere, the Minneapolis rap group whose label Rhymesayers Entertainment is behind Soundset, will play another grassy field July 2 at Taste of Minnesota with P.O.S.

The new owners of Taste of Minnesota held off announcing their opening-night lineup until after Soundset, but their decision to book two hip-hop acts speaks volumes about the genre's changing perception in the Twin Cities. Taste's previous operators refused to book rap acts out of safety concerns.

"The crowd here today is a lot mellower and friendlier than the one I saw the last time I was at Taste of Minnesota," quipped Jeff Hunsberger, who at 53 was one of the few over-45 fans not escorting a son or daughter. "It's nice to see local artists making money, and making it off of good, positive music," he said.

Atmosphere's set was especially anticipated Sunday. The group had been on hiatus since last year while frontman Slug welcomed a new son. He also has a new moustache and a couple new songs, which he proudly showed off. "I'm still a wannabe rapper guy," he not-so-proudly deadpanned in one of the new cuts.

There also were more performers from outside Minnesota at Soundset this year, including Wu-Tang Clan fire-starter Method Man and his big-screen cohort Redman. Other non-locals included the Hieroglyphics crew, Murs, Freeway and Yelawolf. The focus seemed to remain on Twin Cites acts, though, who still exuded hometown pride in the event.

Minneapolis rapper Brother Ali wore the Twins jersey he earned singing at Wednesday's Twins-Yankees game. Rapper-poet Dessa, who represented Minneapolis' Doomtree crew as the second-stage headliner, said, "I would've been proud just to attend the event, much less perform at it."

Ali's tourmate and former backup-MC, Toki Wright, said before his own performance, "This is proof we have one of the best [music] scenes in the country. Tell me five other cities in the world that could put on something like this?"

Chris Riemenschneider • 612-673-4658