Phish first covered The Velvets' smutty jangle-rock "Cool It Down" during the performance of Loaded  for their 1998 Halloween gig. The original is an understated, laid back rocker reminiscent of what the Stones would sound like a few years later; leave it to Lou Reed and the Velvets to be forever ahead of their time.

Phish’s Halloween version cooled it down all right. After a fiery “Rock and Roll,” the audience was more than happy to be hosed off with the loping spray of this tune. It rocks, but at a very casual pace and energy level. It sashays. It shuffles. It’s a head-bobber. The band was unafraid to put their feet up on the coffee table with this one, stretching it out to just over seven minutes – more than twice the length of the original. Much of this overage can be attributed to the exceedingly laid back approach Phish took, extending the song’s middle instrumental section to sweat maximum groove out of its pores.

The band's clear appreciation and respect for Loaded lives on, as almost half of the album's songs have been performed subsequent to the full cover on 10/31/98; setlist regular “Rock and Roll,” long-time setlist guest “Lonesome Cowboy Bill,” the 2009 repertoire addition of "Oh! Sweet Nuthin'," and "Cool It Down." "Cool It Down" has often occurred during incredibly strong sets: 10/31/98 (Live Phish 16); 9/24/00 (preceding the set-closing “Bowie”); 7/29/03 (a classic performance chock-full of both rarities and soaring jams); and 11/28/09 (follows a blistering "Seven Below" > "Ghost" combo). This streak was broken during its performance in a rather tepid first set on 12/27/10 in Worcester.

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