noon Auto Racing

In only two years, the Marlboro 500 has become the second-largest sporting event in California. Last year, 110,000 people watched Jimmy Vasser drive under the checkered flag--and pick up a $1-million check. The two-mile track at California Speedway has already been home to auto racing history: In 1997, Mauricio Gugelmin qualified for the race going 240.942 mph--the fastest lap ever. This year, Vasser, Al Unser Jr., Michael Andretti, Greg Moore, Juan Montoya, Paul Tracy and Dario Franchitti will be among those behind the wheel. For the third year, special Metrolink trains will be running to the event.

* Marlboro 500, California Speedway in Fontana. Noon. $50 to $100. (909) 428-9300. Metrolink: (800) 371-LINK

noon

Tour

No one is going to be giving out candy, but one of the best Halloween strolls you can take is with the Art Deco Society of Los Angeles, whose members will lead their annual Hollywood Cemetery Walking Tour. Tiptoe through the tombstones of early film pioneers, city leaders and, of course, movie stars. This is the 100th anniversary of the cemetery--now called Hollywood Forever.

* Hollywood Cemetery Walking Tour at Hollywood Forever cemetery, 6000 Santa Monica Blvd., Hollywood. Tours depart every 15 minutes from noon to 2 p.m. from the fountain inside the main gate. $13. (323) 659-3326 for reservations.

7pm

Celebration

Billed as the country’s largest Halloween celebration for adults, West Hollywood’s annual Halloween Carnaval is expected to draw more than 250,000 revelers. The colorful Mardi Gras-style street celebration features the uninhibited showing off their creative flair by strolling Santa Monica Boulevard in costume. The median, torn apart due to a major construction project, will be filled in for revelers, city officials say. A costume contest, live entertainment, and food and merchandise booths will contribute to the merriment.

* West Hollywood Halloween Carnaval, Santa Monica Boulevard between Doheny Drive and La Cienega Boulevard, West Hollywood. 7 p.m.-12:30 a.m. Free admission. (323) 848-6547.

7pm

Theater

Sledgehammer Theatre premieres “Phenomenal Acceleration, a Vaudeville for the End of the Century,” a performance by Ethan Feerst about the notorious and the powerful in five parts: “Bill Gates vs. the United States of America,” “8-Ball, With Slobodon Milosevic and Boris Yeltsin,” “China Blues,” “The Utopia Panel” (with live guest interviews) and “Apocalypse Chow,” AM radio-style talk about Y2K survival.

* “Phenomenal Acceleration,” Sledgehammer Theatre, 1620 6th Ave., San Diego. Thursdays-Saturdays, 8 p.m.; Sundays, 7 p.m. through Nov. 28. $15 to $18; opening, $20. Pay what you can, Nov. 7 at 7 p.m. and Nov. 8 at 8 p.m. (619) 544-1484.

9pm

Pop Music

Battered but unbowed by its bumpy journey through the music industry, L.A.’s ever-scrappy L7 is prospering as an independent. With their latest album, “Slap-Happy,” delivering the goods, the ladies rock the Palace for Halloween.

L7, the Palace, 1735 N. Vine St., Hollywood, 9 p.m. $5. (323) 462-3000.

9:30pm

Theater

After 10 years, “Zombie Attack!,” Justin Tanner’s long-running horror comedy cult classic, has its final run. The walking dead will be buried for good after the Halloween finale on Sunday.

* “Zombie Attack!,” Cast-at-the-Circle Theatre, 800 N. El Centro Ave., Hollywood. Sunday, 9:30 p.m. (Also plays Friday and Saturday at 10:30 p.m.) $17.50. (323) 462-0265.

FREEBIE: A.S.K. Theater Projects presents staged readings of two new plays: “Dirty Little Secrets” by Jeffrey Jones and “A Shoe Is Not a Question” by Kelly Stuart, at the John Anson Ford Theater Center, 2580 Cahuenga Blvd. East, Hollywood. 11 a.m. and 2 p.m. Reservations required. (310) 478-9ASK.