A 2008 San Francisco gig demonstrated how far She & Him, the musical collaboration between alt-rocker M. Ward and indie actress Zooey Deschanel, has moved up in the world.
The duo and their backing band were performing at the city's Oyster Fest at Fort Mason's Great Meadow, but wintry conditions in May presented challenges.
"Chaos reigned supreme — we were playing in a wind storm," Ward recalled recently. "I remember our keyboard blowing over and just everything flying through the air."
Just two years later, Ward and Deschanel have moved from grass fields and small clubs to big concert halls. Their spring tour includes a stop May 29 at Oakland's Fox Theater.
Deschanel is most famous for her quirky roles in "Elf," "(500) Days of Summer" and "Almost Famous." She met Portland guitar virtuoso Ward in 2006 while recording a version of Richard and Linda Thompson's "When I Get to the Border" for the soundtrack to the film "The Go-Getter."
As the two began to talk they realized that both shared nostalgia for retro pop and country tunes from the earlier part of the 20th century — Linda Ronstadt, the Beach Boys, Johnny Cash and June Carter.
"We were exposed to older music at a pretty early age. We both grew up in Southern California, listening to the same radio stations," Ward said. "We both fell in love with music at an early age and when that happens to you, you are very influenced by (it)."
Then, Deschanel let slip that she had been writing and recording songs at home for years. Ward said she sent him several of her recordings, and he thought they were incredible.
"I thought they were timeless," he said. "Her voice reminded me of Karen Carpenter's a little bit. The songwriting was her own style."
After bonding over their shared love of music, they converged at Ward's home studio in Portland, Ore., where She & Him was born.
Deschanel wrote the folksy, bluesy songs while Ward arranged layered harmonies. Buoyed by single "Why Do You Let Me Stay Here?" the album "Volume One" was released in 2008 to critical acclaim.
"It was very easy right off the bat," Ward said. "The same thing goes for the new record ("Volume Two," released in March). There's stuff that Zooey does in the studio that comes very naturally to her and there's things that come very naturally for me. You put those two together and it becomes productive pretty quickly."
The duo played its first concert at the 2008 Noise Pop festival in San Francisco. Up to that point, She & Him had spent little time on stage together, and Deschanel's nervousness was evident. She said very little, looked down at her feet often and wasn't sure what she should do with her hands, clasping one in the other. Yet she was already a pro at restraining her sugary-sweet voice and the two complemented each other perfectly.
Ward said Deschanel's musical growth since then has been by leaps and bounds.
"Zooey has become a lot more comfortable expressing herself and experimenting with what she can do vocally," he said.
In the interim between the first record and "Volume Two," Ward continued to record solo material and for his band Monsters of Folk, a collaboration with My Morning Jacket's Jim James and Bright Eyes' Conor Oberst and Mike Mogis.
Ward said he likes each song on the new album equally, but the breezy last-day-of-school confection "In the Sun" was chosen as the first single. The collection features a mix of happy tunes as well as the bittersweet, such as "Thieves."
"Sad songs are just as valuable as happy songs," Ward said. "No one is happy all the time or sad all the time. I think the best songs take both sides into account."

CONCERT PREVIEW
WHO: She & Him
WHEN: 8 p.m. May 29
WHERE: Fox Theater, 1807 Telegraph Ave., Oakland
TICKETS: $29.50; 800-745-3000, www.apeconcerts.com