Standing backstage at Soundset last year, guarding a leather bag with his best high-dollar sneakers inside, Slug came to the un-rapper-like conclusion that the inaugural indie-rap bash wasn't about him. Nor was it about his record label or fellow artists. It was about the 12,000 fans who showed up outside the Metrodome and showed just how big a movement underground rap has become in the Twin Cities and Upper Midwest.

"A lot of these kids get put down for liking this music, or for being one of only 10 people in their high school who listen to us," the Atmosphere frontman said. "I think this event is as much a validation for them as it is for us."

Soundset '08's successful formula will be tested in Sunday's second incarnation, which had to be moved to a new, far-off and seemingly unlikely location because the Twins are home at the Dome this Memorial Day weekend.

The daylong fest landed at Canterbury Park in Shakopee, about 25 minutes from downtown Minneapolis. Young music fans got acquainted with Canterbury when the Warped Tour landed there last summer, drawing about the same size crowd as previous Warped dates (good enough for the event to return there Aug. 2). Still, organizers knew it would be a bigger challenge hosting an urban-centric indie-rap fest at a suburban horse track.

"We looked around for different locations to keep it in the city, but nothing worked out," explained Jason (J-Bird) Cook, vice president at Minneapolis label Rhymesayers, which launched Soundset with the help of We Fest/10,000 Lakes Fest concert promoters Rose Presents. "Now that we have the transportation issue sorted out, I think it's going to come off as well as last year and maybe even better."

To accommodate young fans without wheels, Rose and Rhymesayers will run a free shuttle bus every half-hour from the Mall of America's North Loop bus stop (between Nordstrom and Sears). There's also a note under the FAQ section of the festival's MySpace page that hilariously suggests parents can drive their kids out there and stay and bet on the ponies or hit the card room. (Yes, the races will go on; the festival is being staged outside the main track area.)

Otherwise, Soundset '09 will be mostly the same as last year's fest, with about 40 acts performing on two stages and in one DJ tent. In addition, fans can look for a low-rider car show, skateboarding demonstrations, a B-girl/B-boy dance competition and other attractions probably never before associated with horse racing. There'll be a VIP after-party again, except it's inside the track instead of at a downtown club.

Predictably, the lineup includes a lot of the same Rhymesayers-affiliated local stars, including Atmosphere, Brother Ali, P.O.S. (all returning from the road for the fest), plus Eyedea & Abilities, I Self Devine and Toki Wright (all previewing new albums; E&A's is finally due July 21).

But more out-of-towners are on the schedule this year, including several who've recorded for Rhymesayers (Abstract Rude, Jake One, Blueprint), a few more who've been pals with the label for years (MF Doom, Sage Francis, Aceyalone, El P), plus a couple older heroes who influenced Slug and Co. (the Pharcyde and Prince Paul). The lineup also features several buzzing newer acts, including sociopolitical Peruvian rapper Immortal Technique, Seattle's Blue Scholars and locals Mike Mictlan, Kristoff Krane and El Guante.

"I think, with the lineup that we have, the location ultimately won't be that big a deal," Cook said.