It has a gallery as long as a football field. A 10,000-square-foot film/stage theater that seats 650. An outdoor cinema and two performance centers. And an installation of maple trees hanging upside down from metal pots.

When the Massachusetts Museum of Contemporary Art (MASS MoCA) opened its doors to the public this Memorial Day weekend, it was the culmination of a rough-and-tumble 13 years in the making. What emerged is now the nation's largest center for contemporary visual and performing arts. Everything about it is massive, from the sprawling 13-acre spread of renovated 19th-century factory buildings to the vaulted ceilings and gargantuan artworks.

Even Joseph C. Thompson, the director, considers it "absurdly large."

Equally immense is the challenge of attracting visitors to a remote Berkshires site several hours west of New York and Boston--while resurrecting this down-and-out former mill town with its hollow storefronts and dour Holiday Inn. Yet artists are traditionally pioneers accustomed to beautifying depressed areas, where low rents and high angst fuel inspiration. And the museum, having raised roughly $31.4 million in state and private funds, with an additional $5.6 million to cover programming and start-up costs, will operate on a lean budget to lessen the gamble.

"Two things came together: art looking for a large, inexpensive space, and a town looking to reinvent its future," said Thompson, a 40-year-old graduate of nearby Williams College who has been trying to get the project off the ground for much of his adult life.

The world's largest contemporary visual arts space was the brainchild of Thomas Krens, former head of the Williams College Museum of Art and now director of the Solomon R. Guggenheim Museum in New York. Former governor Michael S. Dukakis pledged $35 million in state funds for the project, which languished after his Republican successor, William F. Weld, froze the money in 1991 only to resuscitate it four years later.

By then the concept for MASS MoCA was that it would liberate seldom- or never-exhibited large-scale contemporary pieces and span the disciplines of sculpture, dance, theater, film, digital media and music. To refer to it as a Museum of Contemporary Art is somewhat of a misnomer, officials said, given its greater resemblance to European art exhibitions in open industrial spaces. ("The Germans will be here in droves," remarked a German journalist on her recent tour.)

"Museums are a reliquary. This is not a reliquary," said Thompson. "This is a place for seeing art and directly relating to it."

Doors will remain open so visitors can view works in progress, creating the equivalent of a Hollywood studio back lot. Off-site exhibits feature a retrospective of highway billboard art and an installation at an abandoned marble quarry. Other events will include dance parties and concerts with Jacob's Pillow Dance Festival and others.

While the museum will not have a permanent collection, it has on loan significant works by Joseph Beuys, John Chamberlain, Mario Merz, Dan Flavin, James Rosenquist, Bruce Nauman and Robert Rauschenberg.

Beuys's jagged bronze sculpture "Lightning With Stag in Its Glare" is anchored on a hook and dangles within a teardrop of the ground in a suitably unrefined space. The piece couldn't be shown for technical reasons at the Philadelphia Museum of Art, which has owned it for six years.

Similarly, Rauschenberg lent his colossal "The 1/4 Mile or 2 Furlong Piece," a 15-year painting journal appearing in its entirety for only the second time. It runs the length of the longest gallery. And Rosenquist's "The Swimmer in the Econo-mist," a three-panel painting more than 160 feet long, is being exhibited for the first time in full in the tallest, clerestory-lit gallery.

Bruner/Cott and Associates, a Cambridge, Mass.-based architectural firm, converted the complex without losing sight of its industrial vernacular. The oldest red brick buildings on what MASS MoCA officials call their "factory campus" date back to a textile plant from the 1860s. Sprague Electric Co. subsequently occupied the site in 1942, employing more than 4,000 workers at its height and stranding nearly one-fifth of the town's work force when it closed in 1985.

Some galleries are raw, their walls scarred with original paint, their overhead beams, wooden floors and brickwork left exposed. Others are gleaming white spaces with concrete floors and rafters trussed by steel cables. Bridges, viaducts and elevated walkways were also maintained.

"The clue may come from the building, but then you work it backwards and forwards," said architect Simeon Bruner.

MASS MoCA has also begun commissioning pieces that resonate with the buildings' history. One installation features songs, machine noises and the voices of former mill workers. For his show on optics and visual media, artist Tony Oursler chose a room in which Sprague generated synthetic lightning to test its components. Christina Kubisch, a Berlin artist, rigged carillon bells on the mill's clock tower to ring compositions whose tones are dictated by the motion and brightness of the sun.

"We'll never go out and buy Noah's Ark paintings, two by two, and try and compete with the San Francisco Museum of Modern Art. It makes no sense here," Thompson said. "We'll borrow exhibitions that are a little more organic, and we'll slowly inhabit the space."

A handful of the 27 buildings are renovated, and commercial firms occupy a portion of the space to offset operating costs. They include Kleiser-Walczak Construction Co., a digital animation firm that moved here from Hollywood and produced effects for the 3-D opera "Monsters of Grace" by Philip Glass and Robert Wilson to be presented at MASS MoCA this summer.

General admission is $8. Still, Thompson is understandably nervous.

MASS MoCA's success depends largely on whether it can both compete and collaborate with popular cultural ventures of the southern Berkshires such as the Tanglewood Music Festival. Nearby Williamstown offers the Sterling & Francine Clark Art Institute, with its collection of impressionist and early American art; Williams College Museum of Art; and Williamstown Theatre Festival, but the season is short and audience limited.

Thompson, too, is an unknown commodity, with an MBA from the University of Pennsylvania's Wharton School of Business, a master's in art history and several respected fellowships, but no prior major curatorial experience. He has only one associate curator, 60 employees (half of whom are seasonal) and a slim operating budget of $2.6 million a year.

Inaugural exhibits feature established artists, a selection of generally safe bets for a cutting-edge site that prompted one visitor to murmur, "All of the Guggenheim favorites." Whether future efforts are as innovative as the space remains to be seen.

Officials insist that the museum's success is predicated as well on reviving the surrounding community. Unemployment and vacancy rates have dropped in recent years, hotel chains have made inquiries and several restaurants have opened nearby. But downtown North Adams still looks like the kind of place where the fronts of buildings can easily be mistaken for the back, and hard times are palpable in the subdued activity and number of "For Rent" signs.

People here say they have nothing left now but to pin their hopes on the art.

"It's there now," said local barber Norm Bleau. "I hope it works out."

CAPTION: The new Massachusetts Museum of Contemporary Art is the nation's largest center for contemporary visual and performing arts.

CAPTION: Joseph Beuys's "Lightning With Stag in Its Glare" is on loan to MoCA.