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.