If there are three words that will draw local fun-lovers and culture-seekers, they are “river” and “arts” and “festival”: Voila, the free — as in no admission charge — RiverArtsFest, which runs Saturday, 10 a.m. to 7 p.m., and Sunday, 10 a.m. to 6 p.m., on South Main Street.

Works by Judith Foster will be at the 2009 RiverArtsFest. Shown is "A Little Drama," with turquoise, dinosaur bone and black jade.

“Know Your Roots,” 24 by 24 inches, mixed media, carving on wood; by Scott Phillips.

“Some of the Things I Have Not Told You,” 40 by 30 inches, acrylic on canvas; by Laura Nugent.

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A combination of two old events, Arts in the Park and the South Main Arts Festival, RiverArtsFest attracted about 40,000 people in 2007, its first year, and more than 70,000 people last year.

“We’re thrilled to present a bigger and better RiverArtsFest in its third year,” said the festival’s co-director Lee Askew. “With the tremendous response the festival has gotten, we look forward to it growing every year.”

Another measure of the festival’s growth and of how important it is considered in artistic terms lies in that fact that the number of participants in the juried Artist Market has burgeoned from 140 in 2007 to 178 in 2008 to 190 this year. Applications were received from artists in 29 states.

A Preview Party Friday from 6 to 9 p.m. at Central Station, 545 S. Main, features food from Downtown restaurants , live music and a silent auction of works by Artist Market participants. Tickets are $25.

In addition to the Artist Market, this year the event offers four music stages featuring 50 well-known regional acts performing in the genres of rock, jazz, blues, dance, rhythm and blues, jug band, Latin, soul, country, folk and classical, as well as dozens of strolling musicians; demonstrations of glass-fusing, paper making, watercolor painting, metal sculpture and more arts and crafts; food and beverages from 10 local vendors; a hands-on art station for all ages; an expanded venue that runs on South Main from Huling on the north to East Georgia on the south. Many galleries and shops in the area will hold special exhibitions.

South Main will be closed to traffic in the festival area, but the trolley will continue to operate.

“The biggest change this year,” said Carol Watkins, another festival co-director, “is that we have expanded the extent of the Artist Market. Previously, it was concentrated in the area between Webster and G.E. Patterson” — in front of Central Station — “but now it will run from Huling to Webster, mostly on one side of the street because of the trolley. You know that the main music stage is in the Civil Rights Plaza, and we wanted to bring the Artist Market and the biggest music venue together. That’s a huge change for us. It makes the festival feel and look much more open.”

Another change, said Watkins, is that demonstrating artists will be concentrated in the open lot next to Earnestine & Hazel’s. “We’ll have five artists there in a sort of hub. That should bring more impact for the demonstrations.”

The weather is always a concern for an outdoor event; earlier this month, a rainy Sunday put a damper on the last day of the Pink Palace Crafts Fair. Though this October has been rainier than usual, the forecast for this weekend doesn’t include rain.

“The weather should be great,” said Watkins. “We’re very excited.”

Third Annual RiverArtsFest

Saturday, 10 a.m. to 7 p.m.; Sunday 10 a.m. to 6 p.m. South Main Arts District, from Huling to East Georgia. Free admission. Preview Party is Friday, 6 to 9 p.m. at Central Station. Tickets are $25. Call 278-6868 (Askew Nixon Ferguson Architects) or visit riverartsfestmemphis.org for more information.