Carl Porter strode to a grassy rise overlooking the sweeping natural amphitheater where, 50 years earlier, more than 400,000 young people grooved to the sounds of their generation at a music festival billed as “An Aquarian Exposition.”

He threw his arms out, wing-like. As a gentle breeze tossed his curly gray hair, it seemed for a moment he might start spinning, like Julie Andrews on her mountaintop.

Indeed, these hills really were alive with the sound of music as the three days of Woodstock unfolded here a half-century ago. Today that music, and the spirit of one of the most raucous weekends in American history, still echoes in the hearts of those who were there, those who wish they were there, and those who say they were there but might have come up more than a few miles short.

View Images Organizers expected about 150,000 music lovers. Nearly a half-million showed up. Photograph by Daniel Wolf, The Boston Globe/Getty

“For 10 days before the music even began, I sat right here with my friends,” said Porter, indicating the spot where we stood. “Every once in awhile I’d walk down there to help build the stage.”

Of the nearly half-million kids who blanketed this hillside like a psychedelic quilt August 15-18, 1969, Porter seemed an unlikely prospect for ushering in the Age of Aquarius. He’d spent half his childhood in a farmhouse barely 10 miles from this spot—but his family also had a place in New York City, where he’d grown up frequenting the smoky coffee houses of Greenwich Village, soaking in the last of the Beat musicians and the first of the folk/rock crowd.

Faced with being drafted into the Vietnam War, Porter enlisted in the Air Force and was trained in Texas as an intelligence officer. He was set to ship out to the Far East in early September—giving him just enough time to drive home for this Woodstock concert he’d been hearing a lot about.

Porter and about 20 friends staked out their spot on this hillside—and then came the crowds.

“They swarmed over that hill back there,” he said, gesturing to the south, in the direction of the Bethel Woods Center for the Arts, a museum celebrating both Woodstock and the 1960s. "It was like an army of ants. Pretty soon, if you moved your foot, another foot would take its place and you’d have to step down somewhere else. For the rest of the weekend, I never saw my friends again. But it didn’t matter. I had 400,000 other friends all around me.”

For weeks prior to the concert—as word spread about the sheer size of the expected crowd—the good people of Bethel and the surrounding communities in Sullivan County generally assumed a sense of mounting dread. The region, tucked into a rolling corner of New York’s Catskills, had for decades been known mostly for staid Borsch Belt resorts like Grossinger’s and The Concord. One look at the Woodstock posters informed them that Joe Cocker and Janis Joplin were not from the same universe as Henny Youngman and Joan Rivers.

“Some people were positively terrified,” said Roswell Hamrick, co-owner of the Stickett Inn, a small hotel just down Route 55 (the cheeky name indicates just how much things have loosened up in these parts).

A transplanted former New York set designer, Hamrick was born the year Woodstock happened. But here in the hotel’s rustic lobby bar he has for years heard stories of how Bethel’s gentry hunkered down ahead of the expected Hippie onslaught.

“There’s a fellow just down the street from here; he was a teenager at the time, and his father literally boarded up the house,” said Hamrick. “He did that for two reasons: to keep the hippies out, and to keep his son from sneaking off to Woodstock.”

In one corner of the bar, we overheard a group of six young people from Canada earnestly discussing Janis Joplin. “It’s been 50 years,” Hamrick says, “and Woodstock is still in the air.”

The exhibits at the Bethel Woods Center—a handsome building that hugs the highest spot from which concertgoers could have seen the stage, nearly a quarter-mile away—paint a primarily jubilant picture of the concert. Still, in one corner of the Woodstock exhibition stands a large vintage hand-painted sign that fairly spits vitriol. “Local People Speak Out,” its blood-red letters read. “Stop Max’s Hippy Music Festival. No 150000 Hippies Here.”

The sign gets a few things wrong. First, Max Yasgur, a local dairy farmer, did not sponsor the event, but he did agree to rent Woodstock’s producers his sloping alfalfa field (for a reported and then-astronomical $50,000). Second, Woodstock attracted a lot more than a mere 150,000 music lovers.

Also, despite the populace’s fears, there were barely any hippies to be found.

“Take a look at the photos,” said Wade Lawrence, director and curator of the museum. “These aren’t hippies. They’re kids from Long Island; 15-to-20-year-olds with hair that’s barely touching their ears.”

They were also woefully ill equipped to spend a weekend roughing it in the mountains. Few brought food. Or changes of clothing. Or enough money to get back home.

Lawrence and I were in the museum lobby, watching Boomer pilgrims hand in their tickets to pay their respects.

“A good portion of that audience was draft age,” he said. “They saw what happened to Martin Luther King, and the race riots. They took it to heart that there was inequality in the world. Until that weekend, they’d been sitting at home thinking about those things, perhaps feeling they were the only ones who felt this way.

“Then they came to Woodstock. They looked around, and for as far as the eye could see, there was a mass of their peers that had been thinking the exact same things. Woodstock empowered kids everywhere with the idea that the world could be changed.”

Some of Woodstock’s most famous photos are of traffic jams. For miles around Yasgur’s Farm, abandoned vehicles lined streets, clogged intersections, and angled onto people’s lawns.

The kids had never seen anything like it. But oddly enough, for longtime area residents the jams were a throwback to the good old days—when Jewish families from New York clogged the narrow roads on their way to the 500-plus Catskills resorts that once dotted the landscape.

“Back in the heyday of the Catskill resorts, in the 1940s and ‘50s, Route 17, the main highway, was just a two-lane road,” said Debra Conway, a former area newspaper reporter who grew up in the shadow of Grossinger’s and still lives nearby. Most of her family members worked at the resort, until jet travel all but killed the Catskills’ tourist industry in the 1960s.

View Images As the hot, humid days wore on, a pond near Yasgur’s farm became the place to bathe or just chill out. Photograph by Bill Eppridge, The LIFE Picture Collection/Getty

Debra and her husband John, the official historian of Sullivan County, joined me on the dining deck of a restaurant on the Pennsylvania side of the Delaware River, a few miles south of Bethel. The rolling, densely forested Catskills rose above the rushing water like a green curtain. Even today, those hills offer only a few paved routes from the outside world.

“In those days, on a busy weekend the roads didn’t look much different than they did for Woodstock,” Debra said.

But there was one main difference: The resort-bound families didn’t abandon their cars on someone’s lawn and walk the rest of the way.

Besides severely underestimating the traffic problems, Woodstock’s organizers had failed to plan properly for the amount of food, water, shelter, toilets, and medical care they would need. Reports from the time relate how area residents, upon hearing the kids at the concert were hungry, cold, and thirsty, came to their rescue with sandwiches, milk and water—and even opened their homes to some who needed hot showers.

But that didn’t mean the Age of Aquarius had magically descended upon Upstate New York. Ever practical, the people of Sullivan County realized if they didn’t do something fast a full-blown humanitarian crisis could have erupted. Already, New York Governor Nelson Rockefeller was considering sending in the National Guard to break up Woodstock and send everyone home.

“I think had Woodstock happened anywhere else in New York State, the National Guard would have come in,” said historian John Conway. “Luckily, because of their experience with the Borsch Belt resorts, the people in Sullivan County knew how to handle crowds.”

Like stragglers following a military campaign, Woodstock’s youthful army filtered out of Bethel after the show was over.

Most of them, anyway. Duke Devlin, a 27-year-old New Jersey guy who’d detoured to Bethel while traveling from Texas to Alaska, stuck around to join the work crew cleaning up tons of trash from Max Yasgur’s field. Then someone hired him to paint houses.

Fifty years later, Devlin—his chest-length beard intact but a lot grayer now—is still there.

“I’m not really a hippie, but after I stayed on here everybody in town called me a hippie,” he said. “They’d say, ‘Hey, buy the hippie a drink!’ So I answered to it. That Thanksgiving I was invited to six or seven homes. And I went to all of ‘em!

“When you think about it,” he added with some amazement, “Woodstock was just a weekend. But it changed so many lives.”

If the folks in Bethel were okay with one remnant hippie, however, they did not want to see a return engagement of Woodstock. Almost immediately, the town passed laws outlawing mass concerts.

And there was lots of bitterness toward the man who’d made Woodstock possible, Max Yasgur.

View Images How do you get home after three days of peace and love? You hitch a ride in an open trunk. Photograph by Three Lions, Getty

“Max was a great guy, and he took a lot of heat,” recalled Devlin, whose license plate reads “Yasgur69.”

“People were mad at him. His dairy farm even lost school contracts for his milk.” Devlin gestured around the interior of the Bethel Market Café, where we were having breakfast. “At the time, this was a general store, and the owner put out a sign: ‘What Establishment Is Responsible For This Mess?’”

It didn’t help that Max had actually taken the stage at Woodstock and, to deafening cheers from the youthful crowd, declared, “You’ve shown…that a half a million kids can get together and have three days of fun and music, and nothing but fun and music, and God Bless you for it!”

Devlin shook his head. “Max died three years later, at 53. A heart attack. He always had a bad heart, but all the resentment didn’t help.”

For decades, Sullivan County seemed determined to erase all memory of Woodstock, bitterly resisting any attempts to stage anniversary events. Even the notion of a historical sign was dismissed. As the shells of extinct Borsch Belt resorts crumbled in the mountains, officials stubbornly refused to capitalize on the one brand that could conceivably bring the crowds back.

Slowly, nature began to erase all evidence of those three days in August. The exact location of the stage was forgotten, and surrounding forests overtook the site of Woodstock’s Bindy Bazaar, where vendors sold bartered goods. (A recent archaeological dig by students from New York’s Binghamton University rediscovered the spots.)

Then, in the late 1990s, cable billionaire Alan Gerry—who’d started out repairing TVs in Bethel and eventually created the corporate giant Cablevision—bought the Woodstock site. He established the Bethel Woods Center For the Arts, which includes the original field, the museum, and a state-of-the-art amphitheater that hosts acts ranging from symphony orchestras to performers who sang and played that rainy weekend in 1969.

Just about the only local establishment that hasn’t changed since Woodstock is Hector’s Inn—a friendly dive bar that had already been standing for 20 years when the guitar amps at Woodstock were fired up a mile or so away.

Stepping into Hectors, even before my eyes had adapted to the darkness, I heard the voice of Nancy LaColla greeting me. She doesn’t work at Hector’s; she just wanted a newcomer to feel welcome.

“I was 13 when Woodstock happened,” said LaColla, who remains a little jealous that her brother got to go and she had to stay home. Still, she says, she enjoyed the roaming concertgoers who swarmed over her family’s property, swimming in the pond out back.

“You didn’t have to go to Woodstock to go to Woodstock,” she said.

LaColla left Bethel in her 20s and eventually became a city councilmember in Newburgh, New York. But she knew someday she’d return to the place where the spirit of Woodstock lived on.

“For me, it was as if someone handed me a script when I was 24,” she said. “The script said I’d get married and raise children and wear the Donna Karan suit. Then, at age 44, I decided to throw that script away. And that, I think, is a lot of what Woodstock was about: Throwing away the script.”

A gala 50th Anniversary Woodstock festival had been planned for Watkins Glen Raceway, 150 miles west of here. But as happened the first time around, the venue backed out.

As I headed back out to the parking lot, LaColla called to me from Hector’s porch. “Come back for Hippie Thanksgiving!” she said. “August 15 every year, right here. Hippies everywhere. It’s unbelievable!”

I have no doubt it is.

Standing on that hilltop, Carl Porter and I noticed a very dark rain cloud emerging over the tree line to our west—much like the vicious storm that famously nearly washed out Woodstock 50 years earlier. We hustled back toward the Bethel Woods Museum.

As we leaned into the wind, Porter recalled all the elements that combined to make Woodstock the unique moment it was: an unpopular war, a generation of young men being forced to fight in it, the sexual revolution, the maturation of rock music as an art form and medium of social commentary, the tsunami of the Boomer generation’s first wave into early adulthood.

View Images The paint job on this Mustang took a beating, but the motorist drove home his message of Aquarian peace and love on the way to Woodstock. Photograph by Hulton-Deutsch Collection, Corbis/Getty