Tour North Adams - before and after

The Film

Mass MOCA Exhibit
Photo: Shannon DeCelle

Filmmaker Nancy Kelly talks about connecting with her hometown

I was a young teenager when North Adams started declining. Decades later, I started making DOWNSIDE UP. Until I began interviewing economists about the causes of de-industrialization, I had always thought it was the people of North Adams' fault that the city was so down and out. I never understood that what happened in North Adams was part of an international economic phenomenon. And I never made the connection between my downbeat sense of self and my sense of my hometown as a loser place.

During the editing, as Editor/Associate Producer Kenji Yamamoto and I searched for how to tell the story of DOWNSIDE UP, these realizations poured out of me, becoming the glue that held DOWNSIDE UP's wide-ranging themes together. In the process, I became proud of being from North Adams - something I would never have predicted.

Mass MOCA Upside-down Exhibit
Photo: Nicholas Whitman

What happens when the smallest, poorest town in Massachusetts teams up with art world luminaries to build a modern art museum? Can big city conceptual artists and blue-collar natives find common ground and a common cause? That's what filmmaker Nancy Kelly investigates in DOWNSIDE UP, which captures the beginnings of America's largest museum of contemporary art, MASS MoCA (the Massachusetts Museum of Contemporary Art) and the rebirth of its host city, North Adams, Massachusetts.

Through the eyes of North Adams native Kelly and her family, most of whom worked in the former capacitor factory that now houses the museum, the film explores the subtle changes in the spirit of a town that - like hundreds of former factory towns across the country - had been given up for dead. Exploring the tentative, dangerous notion of hope in a town that was widely viewed as hopeless, DOWNSIDE UP is the story of seemingly disparate people reaching across the prickly fence of class divisions to work together for a common good.


For decades, the residents of North Adams have lived with very clear reminders about class and wealth. Even before the talk began of building a huge art museum in town, the residents of the Berkshire County city had been put down by their wealthier neighbor, Williamstown, home to Williams College. North Adams, unlike Williamstown, was foremost a factory town, first making textiles and shoes and then home to the Sprague Electric Company, which for decades provided half the residents of the city with employment. When, like so many others nationwide, the factory closed its doors in the 1980s, 4,000 residents were suddenly out of work and the town went into a fast and seemingly irreversible decline.

The idea for MASS MoCA began soon after, with Thomas Krens, director of the Williams College Museum of Art. Together with North Adams Mayor John Barrett III, the idea that a huge contemporary art museum might be in everyone's best interest began to take root. After all, culture had been a money making proposition for the rest of the Berkshires for decades, with droves of tourists coming into the region for the Tanglewood Music Festival each summer. Contemporary artists needed large spaces to exhibit their large works, and North Adams was littered with enormous abandoned mills. After 14 years of fundraising, false starts and changing political administrations, MASS MoCA finally opened its doors in 1999.


Through interviews with the museum creators and artists, her family and other locals, Kelly chronicles MASS MoCA's first three years. What she discovers is that, while the museum has attracted a loyal stream of visitors from around the world, the effect on the North Adams economy has been slower, but steady. Many formerly boarded-up storefronts are filled with new businesses, including several Internet businesses and restaurants. While not everyone knows what to make of some of the very odd art at the museum - including live upside down trees and airplane hangar-sized bladders, the infusion of new blood seems to have revived the spirits of even the most skeptical locals. As Kelly says, "North Adams has become a much more hopeful place. And if that means that the kids growing up in North Adams believe that what goes down must come up and have a much more positive philosophy of life, then this whole big gamble has really paid off."

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