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"Downside UP"
A Documentary by Nancy Kelly

What happens when an impoverished, working-class town decides that its only hope for survival lies within the world of contemporary art? Can these two disparate worlds possibly benefit each other? And why would they even try? Meet North Adams, the smallest, poorest city in Massachusetts and MASS MoCA, America's largest contemporary art museum.

What happened when these two came together is the focus of "Downside UP," a first person documentary about people reaching across hard class divisions in hope for a brighter future. Bustling with textile and shoe mills from the late 1800s to the early 1900s, North Adams has always been an industrial town. But by the 1930s, most of the industry had left for cheaper pastures. That's when Sprague Electric Company took over a massive 13-acre old mill, and provided half the adults in the city with a version of the American dream. Then in the 1980s, as part of an international wave of de-industrialization, Sprague closed its doors leaving 4000 people out of work and North Adams in a tailspin.

"Downside UP" is an hour-long, first-person documentary that takes an insightful look at how this down-and-out city turned itself around with some unlikely assistance from contemporary art. Filmmaker Nancy Kelly, herself a North Adams native whose parents, godparents, and grandparents worked at the Sprague plant, documents a remarkable transformation.

Starting in 1998 when MASS MoCA was under construction and 80% of the downtown was sadly vacant, to the phenomenal opening of the museum in 1999, to the incremental, then dramatic improvements in the downtown, Ms. Kelly lets viewers see much more than the physical transformation of North Adams. Before MASS MoCA opened, fewer than 1,000 tourists visited North Adams.

Since 1999, MASS MoCA has attracted over 100,000 visitors annually. New restaurants, a $6 million inn, and high tech businesses have moved in, creating jobs and changing the city's image from "down-and-out" to the little city that "knows how."

Socioeconomic change is generally documented through statistical tables but "Downside UP" renders the subtle changes in the spirit of a region at the more intimate level of the kitchen table. The film does not cheerlead: it is about hope, however, and the tentative, dangerous nature of hope in a town that was widely viewed as hopeless.

"Downside UP" offers a strong sense of hope that viewers from all walks of life can relate to. It's about working class people and their unspoken class distinctions, who must find a common ground with contemporary art world visionaries without losing their own sense of self. Each side has something tremendous to gain that goes far deeper than re-cycling an old mill. The people of North Adams see art not only as the road to economic success, but most importantly, the way to restoring profound self-respect.

"Downside UP" was completed in February 2002.

"Downside UP" was produced by Nancy Kelly. Co-produced by WMHT Schenectady and the Banff Centre for the Arts, Banff, Alberta, Canada. Produced in association with ITVS with funding provided by the Corporation for Public Broadcasting. Additional funding was provided by a grant from the Massachusetts Foundation for the Humanities, a state program of the National Endowment for the Humanities.

Nancy Kelly produced and directed "Thousand Pieces of Gold," the critically acclaimed American Playhouse Theatrical Feature Film starring Rosalind Chao and Chris Cooper, and the documentaries "Cowgirls," broadcast by the National Geographic Explorer Program, "Sweeping Ocean Views" and "A Cowhand's Song," both shown on public television.