For more than 40 years, Milwaukeeans have flocked to the Lakefront to celebrate Summerfest.

The grounds as we know them today, though, are a far cry from the early days of the festival, which was held in much more spartan environs. The first two festivals were actually held at various locations around the city, including County Stadium and the Milwaukee Arena.

Before Summerfest, though, the Lakefront was home to an airport as well as an Army installation.

Maitland Airport opened in 1927; one of the city's first airstrips. The airport remained in operation for more than 20 years before giving way to a Nike Missile installation, established during the height of '50s Cold War tensions.

The site was one of eight in the Greater Milwaukee area and hosted both the Ajax and nuclear-capable Hercules missiles as a means of last resort against a possible attack by the Soviet Union.

The Lakefront battery -- along with a radar station at Lake Park -- remained in use until 1969, when the Army closed them in a budget-cutting move.

The land was sold to the city and was quickly sought-after by Summerfest's early leaders, who worried for the fest's future after bad weather caused a poor turnout in its second year. A centralized location was key, organizers said, and their eyes were set on the lakefront site.

The Harbor Commission, which took ownership of the land from the Army, worked out a deal, leasing the site to Summerfest for $1 a year. The group quickly set up shop in makeshift offices, formed out of remaining barracks and the control building.

Today, portions of those structures are still standing on the grounds in the Briggs & Stratton Big Backyard. Major Goolsby's operates out of what was once barracks for the 88 enlisted men serving the post. The Crawdaddy's building was the former control center and later housed Summerfest's first offices.

"It was wild," says Bob Babisch, Summerfest's entertainment director. He joined the staff in the early '70s, when the festival was still coming into its own.

"At night, we would padlock our offices shut. My desk was two saw horses and a door... just some wild, wild times."

The first stages were primitive, as well; sheets of plywood placed on cinder blocks. The original Main Stage, known in the early years for its yellow tent covering (nicknamed "Dolly Parton" for the tent's resemblance to Ms. Parton's well-known assets) later gave way to a yellow, arched roof.

The blacktop walkways, grassy areas and trees were almost non-existent. In the early years, a day of rain early in the festival would leave swamp-like conditions for the rest of the run.

"When it rained, we would just lay straw over the walkways," Babisch recalls. "Once it would dry up, it stunk to high heaven."

As the years went on, things got a little more permanent. Miller's first stage was erected in 1971. The High Life Jazz Oasis -- which resembled a store front on New Orleans' famed Canal St. -- was located just north of the current marketplace area.

The Schlitz Brewery quickly came along, opening the Schlitz Country Stage in 1974. Not to fall behind its local competition, the Pabst International Theater stage came the same year. The Pabst stage was located near the center of the grounds, roughly in the area of the current Sports Area and Harley midway area.

The Summerfest grounds really started to take shape though, during the 1980s. Under the direction of executive director Bo Black, new structures began popping up thanks to Black's unrelenting fund-raising efforts.

New bathrooms were built, paved walkways replaced the last portions of gravel, food stands were upgraded and new stages were built.

None of those new additions, though, could compare to the biggest addition to the grounds since Summerfest's arrival -- the Marcus Amphitheater. The 23,000-seat facility was the key to Summerfest's long-term success. The biggest touring acts just couldn't play the Big Gig anymore due to limitations posed by the antiquated Main Stage.

"Bands couldn't put up the sound and light systems they needed," Babisch says. "You couldn't even put up a truss system to make it work. Plus, when it rained, people were swimming out of the place."

Black spearheaded the effort, which was made possible by a $1 million donation by the Marcus family (for whom the amphitheater was named) and a sizable donation by La Crosse's G. Heileman Brewing Company.

The amphitheater was built on what had been home to the Summerfest Midway. In the early years, Milt Kaufman's "Million Dollar Midway" was the attraction and though served the Fest, wasn't actually part of the festival.

"You didn't have to come and buy a Summerfest admission to come to the Midway," Babisch says. "It was separate."

Summerfest eventually gained use of the land and began building the Amphitheater with rock and fill from the Deep Tunnel project -- which also was used in the construction of "Summerfest Island;" now Lakeshore State Park.

"We would have truck after truck coming down and dumping," Babisch says. "The whole place was torn up."

During the '90s and 2000s, smaller-scale changes happened regularly. Though the structures remained in place, Old Style and Pabst saw their sponsorships end as their breweries closed. Briggs & Stratton and Harley-Davidson have taken their place.

Potawatomi Casino sponsored a new pavilion near mid-gate and Leinenkugel's Leine Lodge got a permanent stage in 1994.

Since Don Smiley took over, improvements have continued. The new Miller Lite Oasis opened in 2006 with a redesigned layout that allowed for a better traffic flow. The stage was relocated to fast east and stands just under the Hoan Bridge approach ramp.

Another new stage, the Harley-Davidson Roadhouse came on the scene in 2008, along with a renovation of that area. In recent years, other upgrades to the park have included new vendor buildings, video screens at several stages and new restrooms.

"Those are wonderful venues," Babisch says. "Those might-be trend-setters.

"Band like those stages. When you first tell a band they're playing a secondary stage and not the Amphitheater, they get a little leery. But you tell them about the stage, the PA set-up you've got there and they can't believe it."

Today, almost all the stages face east, sending the sound out into Lake Michigan. That design, too, came from years of practice and advancing technology.

"When we first started building stages, especially the Miller Stage, we had a lot of problems with sound complaints from people in lakefront condos and apartments," Babisch says. "When we built (the second) Miller stage, we turned it a little to the east and when we built the (newest) one, we put it under the bridge."

Looking forward, there are plans to keep improving. The south end -- which encompasses the Briggs & Stratton Big Backyard, the M&I Classic Rock Stage and Marcus Amphitheater, is next to see a makeover, though plans haven't been announced.

A permanent stage is anticipated to replace the temporary facility, located in the area east of the Marcus.

No story on the Summerfest grounds' history would be complete without acknowledging an age-old myth about what might lie underneath the city's summertime playground.

According to the local legend, the circus came to town during the airport days and, during the time in Milwaukee, an elephant died. Supposedly the circus, not sure what to do with the carcass, opted to bury it right there at the lakefront.

Babisch doubts the legend.

"I don't know how it would work because you hit water about four feet below the surface," he says. "If there was an elephant there, it would have had to have floated away years ago.

"And all the years I've been here, I've seen a lot... but I haven't seen an elephant float away."