When Walter Mills first arrived at Woodstock, he couldn't believe his eyes.

"There were all these people running around naked and swimming naked in this muddy water. I yelled over to my friend to hurry over, 'You're not going to believe this,' " said Mills, days after graduating from the summer session at Floral Park Memorial High. "I was 19, but I was still pretty naive. I remember looking out of our tent and there was this couple who just did it right there on the ground in front of us. I didn't know what to do. Later, she was still naked and came over and started talking to us. I think I needed a shovel to get my jaw off the ground."

In the years before Woodstock, religious groups and conservatives had railed about the dangers of "sex, drugs and rock and roll." In the late '60s, the hippie movement had embraced all that as a lifestyle, culminating at the festival, where thousands frolicked naked, lived out the tenets of "free love," took any number of drugs and rocked out to 31/2 days of music.

Thousands more, like Mills, got to see this lifestyle up close for the first time, a discovery that would be replicated for millions more through the Woodstock documentary, which for many in future generations marked the first time they saw drug use or even naked people together.

"I'd have to say it's the one thing in my life that I'd like to do all over again and not change a thing," said Mills, who admits he smoked some pot at the festival.

Mills, who now lives in Altamonte Springs, Fla., plans to head to Bethel to celebrate the festival's 40th anniversary.

What Woodstock also showed, though, was that the "sex, drugs and rock and roll" lifestyle has its negative consequences, that are felt even today. And those consequences were apparent then - long before AIDS, sexually transmitted diseases and drug abuse became commonplace worries for America's youth.

"You saw that there were people who lived their whole lives around it there," said Martin Perry, who had just finished his first year of college when he went to Woodstock. "I just never had the urge to be part of that group."

Perry, now a business consultant from Massapequa, said the part of the Woodstock experience that stuck with him is "live and let live, that your space starts there and that my space starts here." "It really did set the tone for a certain part of my generation," he said. "But no one knew that going in."

"Anyone who tells you they went to Woodstock for sociological reasons," Perry continued, "they're lying. They went because it was summer, it was hot and it was something to do. It was something that's never going to happen again. Now everyone knows the rules, the boundaries and the results."

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Extra LIRR trains for the big ball drop ... English Regents scores up ... Migrants' plight Credit: Newsday

Latest on congestion pricing ... Fatal stabbing in Massapequa ... Celebrating Kwanzaa ... What's up on LI this weekend

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