The often quiet streets of Morwell became "magical" in a celebration of light, music, dance and art as the chill and darkness took hold on Friday night.
Residents peered into shop windows along Commercial Road to discover their normal habitats anew.
A male choir sang in a fish and chip shop, the Paperdolls dancers did the Charleston in the drycleaners, light projections cascaded off the central business district buildings and Tarwin Street swarmed with people sampling food and local wares.
"It was a celebration of place, by wanting to explore and seeing things that are everyday become something new," Reactivate Latrobe Valley co-director and organiser Craig Douglas said of the second annual Winter Night Festival.
Mr Douglas and co-director Rosalea Monacella estimated the festival had tripled in attendance numbers since last year.
The organisers also commented on participation with more shops, local businesses and community groups becoming "agents of change" and contributing to what Morwell could be.
"We're trying to highlight Morwell and the Latrobe Valley and hint it can be a strong cultural hub with so many musicians and performance artists. It really is a phenomenally mix rich of culture," Ms Monacella said.
Paperdolls member Emma Lewis said the dancers had performed a Charleston 'Great Gatsby' inspired number in the drycleaners, became pop-up mannequins in a beauty salon and mod Go-go dancers in the 'After 65 exhibition' at Latrobe Regional Gallery.
"We think it's really important for our community to reinvigorate the Latrobe Valley and it's got such a warm community feel about it. It's been a wonderful opportunity to be a part of it," Ms Lewis said.
The festival also held a youth event at Traralgon's VRI hall with local emerging bands and more light projections.