How does a dying working class town end up betting its future on art? With 80% of its downtown buildings closed, North Adams, Massachusetts united blue-collar locals with art world luminaries to transform economic failure into America's largest center for contemporary art, MASS MoCA. A film by North Adams native Nancy Kelly, DOWNSIDE UP is about the tentative, dangerous notion of hope in a city widely viewed as hopeless.

This fascinating video chronicles the decline and eventual rise of North Adams, a Massachusetts town suffering from 'post industrial decay'...This story of hope is also an enticing introduction to contemporary art.

Nancy McCray, Booklist

When, in the 1980s, the Sprague Electric Company closed its doors, 4000 residents of North Adams, Massachusetts—like those of hundreds of other former factory towns across the country—were suddenly out of work, and the town went into a fast and seemingly irreversible decline. But then this impoverished, working-class town decides that its best hope for survival is...contemporary art. 

Downside UP 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 filmmaker Nancy Kelly and her family, most of whom worked in the former capacitor factory before it closed, Downside UP shows how innovative solutions can inspire community revitalization even in the worst economic climates. With incredible honesty and humor, the film invites us to witness the physical and cultural reinvention of the town and the more subtle changes in the spirit of the people and place. This critically acclaimed film broadcast nationally on PBS’ Independent Lens series and was the recipient of a Ford Foundation grant for its nationwide Listening Tour.


I have been using Downside UP in my course for at least four years and it always has a tremendous impact.  It provides such a great opener to discussions of urban decline, art and redevelopment. Thanks for creating such a personal but theoretically interesting documentary.

Charles Heying, Associate Professor, Nohad A. Toulan School of Urban Studies and Planning, Portland State University

Kelly shot the film over a three-year period, and in this first-person documentary, she has beautifully captured a shift from hopelessness to hope, that took place in her hometown. With a glimpse of a brighter future, those that live and work in North Adams have a new sense of pride and empowerment. This film has many audiences; in an educational setting it may be viewed by students in art, urban planning, sociology, and museum studies. Highly recommended for academic libraries and medium-large size public libraries.

Joan Stahl, University of Maryland, Educational Media Reviews Online

I LOVE this documentary! I show it in my World of the Arts Class to talk about how art can transform a community, and my Arts Management class to give students an example of what is possible.

Megan Matthews, Arts Management Program Coordinator, University of Wisconsin-Whitewater

Recommended. An interesting examination of the economic, social, and political aspects of a working class town's personality makeover into a hotbed of contemporary art.

Video Librarian

A marvelous testament to the power of community builders to restore hope in seemingly hopeless situations.

Jody Krestzmann, Asset Based Community Development Initiative, Northwestern University

North Adams and MASS MoCA present a unique story worth celebrating. This gem of film does just that.

Barry Bluestone, Director, Center for Urban and Regional Policy, Northeastern University

With humor and historical perspective, and utterly without condescension or artistic pretension, she lets both the old city and the new museum speak for themselves...It's a simple, memorable vision of what art can do.

Louise Kennedy, Boston Globe

A dialogue that transforms the artists, curators, and citizens as much as the town's economy...A warm, open, visually arresting account.

Austin (TX) Chronicle

Heartwarming. Humorous. Honest.

North Adams Transcript