Friday December 14 08:30 PM EST Elton, Sting Light Up L.A. Last year's Silver Lining Benefit, the inaugural event, featured Beck, Aimee Mann and Rufus Wainright, among others, as well as host Robert Downey Jr. (news - web sites) at the elegant Paramour, a sprawling Twenties mansion perched high in the hills of Los Angeles' Silver Lake district. Downey returned this year, and he brought a couple of his high-powered friends as headliners: Sting and Elton John. Perhaps as a result, ticket prices -- $250, $500 and $1000 -- were higher than the previous year, and all 1,750 were sold. VIPs were seated on raised platforms to the left and right of the stage, where they were served a multi-course dinner by star chefs, including Lucque's Suzanne Goin, La Brea Bakery's Nancy Silverton and Border Grill's Mary Sue Milliken; other party goers sat on the lawn in front of the stage and grazed on snacks from celebrated local restaurants Cinnabar, NewsRoom, Vermont and Joseph's Café, and sipped sangiovese and chardonnay from Napa Valley's Phoenix Vineyards. Last year's concert had the feel of an amateur "let's put on a show" event, but this year was strictly professional, with improved sound and lighting. Following a brief, beat-intensive set by Bostich of the Nortec Collective, Elton John sat down at the Yamaha grand piano on the outdoor stage and launched directly into "Your Song." His voice deep and rich, John also played powerfully, and used the MIDI'd keyboard to add occasional string tones for a lusher sound. "I'm here because this is such a great event and a great cause," said Elton, who had performed at an AIDS (news - web sites) benefit at the Universal Amphitheater the night before. Alternating old and new material, John ranged from crowd favorites "Rocket Man" and "Tiny Dancer" to "Ballad of the Boy in the Red Shoes," which he introduced as "a song about a boy dying of AIDS." For "I Want Love," John called out Downey, who traded verses in a weak but serviceable voice with the piano man, and then kissed him on the cheek at the song's conclusion. "American Triangle," a new song about the murder of Matthew Shepard, featuring the chorus "It's a cold wind blowing/Wyoming," was followed by an energetic "Bennie & the Jets." The crowd screamed from the first angular chords, and sang along as John pounded out the tune, stretching out with a two-fisted, jazzy interlude. "It's a wonderful honor -- and the mother of all challenges to follow Elton John," said Sting as he sat on a stool with his acoustic guitar. Despite a large band featuring three backing vocalists and a pair of keyboardists, Sting kicked off his set with "Until," a new song from the Meg Ryan film Kate & Leopold, backed only by his guitar. As with John's solo set, it lent an intimate feeling to the performance, as if he were playing in someone's living room. "We're wingin' it up here -- what do you want to do?" Sting asked his band as he traded the guitar for a battered Fender bass. They ignored the printed set list at their feet and launched into "All This Time," enlivened by an incredibly energetic percussionist smashing together two tambourines and generally banging the hell out of an exotic arsenal of instruments. Looking to one of the VIP sections, Sting called out to his wife. "Trudy, darling, where are you? Ah," he said, scanning the tables, "I can see the diamonds from here." Pulling off his sweater on this very chilly night, Sting revealed his well-muscled arms. As John had before, Sting played a set heavy on favorites, from a frenzied "Every Little Thing She Does Is Magic" to a spirited, high-energy "Roxanne" pumped up with Latin-style percussion and thumb-slapping bass playing. "This is very good stripping music," Sting laughed as he began to sing "Bourbon Street." One woman at the front took him at his word, pulling open her jacket to flash the singer and the band. (He later signed the left cup of her bra behind the stage.) "If anybody saw the Osama Bin Laden video today," Sting called out, "nobody could be under any illusion that the guy is anything but an unctuous, fucking prick. Fuck him!" To cheers, Sting then led the swaying crowd in a sing- and dance-along version of "Englishman in New York." Downey, having switched his suit jacket for a fur-lined denim coat, was brought back out to add his voice to "Every Breath You Take." "Last year I got in to some complicated legal problems and got a lawyer," Sting joked, referring to his appearance with Downey on Ally McBeal (news - Y! TV). Following the sets by the two headliners, Downey was presented a plaque by the local councilman and staff members of the Sunset Free Clinic. Last year's show raised nearly $500,000, and this event seemed likely to have brought in even more. "Elton and Sting were just the warmup bands," Downey joked near the end of the evening. "You're going to enjoy what you hear. I thought she was so great that we had a kid together," he said, introducing Deborah Falconer, who played a pleasant, if undistinguished set of guitar rock. Most of the crowd, though, had already begun to head home, as nothing could possibly follow Sting and Elton John in such an intimate setting.