"Downside UP" is about America's largest museum of contemporary art, the Massachusetts Museum of Contemporary Art (MASS MoCA), which opened in 1999 in an enormous abandoned factory in the filmmaker's hometown, North Adams, Massachusetts. This first person documentary captures the struggle of the people of North Adams in their redefinition of their community and puzzling with their role in an alien form of expression: contemporary art. Told primarily through the eyes of the filmmaker and her family, most of whom worked in the factory before it closed, "Downside UP" renders the subtle changes in the spirit of a region from the intimate view of the kitchen table. The film does not cheer-lead. It is about hope, however - the tentative, dangerous notion of hope in a town that was widely viewed as hopeless.
—Nancy Kelly