A young, black-eyed Picasso -- made of burlap and plywood -- is meditating moodily in a French cafe'. A somber Jackson Pollock, his stubble made of broom straws, glares a glare of angst. Franz Kline en grisaille has been carved out of the blocky bulk of Manhattan's Yellow Pages. Many are the masters in "Red Grooms: A Retrospective 1956-1984," the teeming and terrific show at the Pennsylvania Academy of the Fine Arts. Most reveal themselves utterly as Grooms' folks tend to do. Dali postures fruitily, Ce'zanne gnaws his apples, Rodin preens in drag.

Grooms too is a master, though a subtly subversive one. Puncturing pomposities, fabricating wildly, he serves high art from below, as the jester serves the king.

Some artists, far too many, seek perfection in the tiny. Grooms prefers the large, the large subject, the large laugh. He re-creates whole cities. He draws in three dimensions. He is a Cubist, an Expressionist, even, when the mood descends, a Barbizon School landscapist. He employs a hundred styles, yet everything he touches comes out looking like a Grooms. He is a scavenger, a carpenter, a savvy art historian, an etcher, a lithographer and a wizard with a band saw, a chisel or a hot-glue gun; he is a filmmaker, a dancer, and a commander of art armies, and a summoner of pals.

Grooms, now 48, has dazzled me for years. I was a kid just out of college when I first met him, by accident, in a farmhouse outside Florence in 1961. I knew little about painting then, and nothing about artists, but still I was astonished by the way art drenched his life.

His hair was orange-blond, his humor unpredictable, his clothes bright reds and greens. Until one glimpsed the fierceness that burned beneath his laughter, his playfulness seemed endless. In his voice and in his clowning, one heard his native Nashville and high Manhattan hip, and something less familiar -- a peculiar jagged sweetness like a lullaby contaminated by a barker's ballyhoo. He loved Hollywood and toys, the farming life and folk art, but if Krazy Kat delighted him, so too did Pontormo. He seemed to have examined all the art of Florence, and that of Rome and Venice, too. He had studied with the Famous Artists correspondence school, and also with Hans Hofmann. He was sophisticated, smart and unaffected as a child. He seemed part hick, part sage.

Art energy surrounded him. His talents were infectious. One never could be sure if all his friends were artists or if, as seemed more likely, he'd made artists of his friends. He seemed to draw all day. He drew while waiting for the bus, or drinking coffee at the cafe', or just sitting by the road -- and wherever he began to draw, others would start drawing, too. Children at the bus stop would start drawing in the street dust. Waiters in the cafe' would start drawing on the place mats. His exuberance, inventiveness and high theatricality made all life seem a play. Or perhaps a circus.

A circus was more like it. Grooms and his friends -- the painter Mimi Gross, whom he later married; artist K.K. Kean; Peter Stanley, the English banjo picker; and Paperino, the Florentine philosopher (who made his living taking tourists to the monuments in a horse-drawn cab) -- had just spent half a year traveling the back roads from Florence north to Venice with the "Little Shadow Circus of Florence." They'd made it up. Mimi had made the two-dimensional, cutout cardboard puppets whose shadows danced each evening against a backlit sheet. They'd bought a cart and painted it colorfully from stem to stern. They'd also written plays, odd fairy-tale fables full of gags and sudden sound effects, banjo tunes and perils. Ruckus pulled the cart. Ruckus was the horse.

Each night they would stop at some farm or tiny village, and there perform their plays, earning in exchange a bed, a simple meal or Ruckus' hay.

Ruckus is remembered still. The first thing one sees upon entering the retrospective at the Pennsylvania Academy is a lightweight, six-foot handsaw suspended from the ceiling. Made of painted wood and composition board, it was a prop for "Hippodrome Hardware," a movie Grooms completed in 1972. The word "Ruckus" is inscribed boldly on its blade. Grooms' best-known work to date (as well as his biggest) is a vast and vastly complex fanciful-yet-accurate re-creation of New York, a "sculpto-pictorama" made by the Groomses working with an army of their pals. It's called "Ruckus Manhattan." Grooms calls his movies "Ruckus films."

Certain major artists -- a Frank Stella, a Red Grooms, a Rauschenberg, a David Hockney -- create at such a pace and at such a scale that their efforts, by comparison, make lesser art seem petty and lesser artists small. Grooms has various virtues -- fearlessness and kindness, a complete lack of snobbishness, a willingness to tease -- but of his many gifts, three loom above the rest.

First there is his memory. Returning from a party, a movie, a stroll along the street, or emerging from a reverie, Grooms is able to recall -- and then get down on paper -- everything he's seen. He can summon not just people -- their faces and their postures, their handbags and their hairdos -- but all he saw behind them, too: the curtains in the windows, the flowers on the windowsill, the cats behind the cars.

And then there is his speed, his lack of hesitation. No artist's hand is faster with paintbrush, pen or pencil, etching needle, hot-glue gun or electric knife. It is wonderful to watch him draw, fighting to keep pace with the characters and carnivals that swarm behind his eyes. There are 170 objects in his Philadelphia retrospective -- sculptures made of bronze, wood, Plexiglas and paper; paintings; drawings; prints; a new Egyptian theater with Greta Garbo selling tickets for Grooms' Technicolor movies ("Tappy Toes," "Fat Feet" and half a dozen more); a skyscraper; a dragon; a walk-through, swaying subway car with larger-than-life Hasidim, businessmen and drunks. Large as his show is, it might easily have been three or four times larger. This exhibit merely samples the work that he has done.

His third great gift, the strangest, is less easy to describe. It might be called his wizardry. Somewhere between mind and hand his images transmogrify. Time and time again one senses in his art something inexplicable, some sprinkling of magic dust. Each individual he draws or paints -- and he has conjured thousands -- comes into being whole, equipped with history and mission, as if torn from life. Other artists reproduce. Grooms always reinvents.

Not much good art is funny. Satire and humor, because dependent on surprise, tend to flourish only once, and once the laugh is over, to dissolve . Grooms' work is full of fun, of sight gags, jokes and puns -- the cat's paw on the heel of "The Minister of Transportation" (1974-1975), the upside-down elephant strolling Michigan Avenue in "The City of Chicago" (1967), the red dog who has dined too well in "Paul Bocuse's World" (1977) -- but something far from funny, something next to savage, writhes just beneath the surface of almost all his art.

Grooms says, "Humor is like boxing. You set 'em up. Then, whammo!"

There is something harrowing about the rawness of the passions that rush like wild torrents through Grooms' early paintings. An unbuttoned expressionism, much like that today in vogue, was apparent in Grooms' art by 1959. His cops and pedestrians often look like monsters. His city streets are garbage-strewn, their storefront windows cracked. Lost souls of all sorts wander through his art. His Jackson Pollock suffers, Lyndon Johnson is a killer, Mayor Daley bares white fangs. In "Exploding Room" (1983) one sees Maurice Bishop die.

Grooms is frequently extravagant. He finds "vulgarity sort of charming." He is occasionally bucolic. But even in his sweetest scenes -- "Maine Pastorale," a cowscape of 1964, or "Prancing Blonde on New Beach" (1971) or "Nashville Fireflies" (1976) -- one feels the lull before the storm. The old and overrouged blue-haired woman in the cutout "Dans le Metro" (1977) is enough to make one sob. So too is the sadness, even grief, one senses in Grooms' uncompromised self-portraits.

Most humor discounts misery, or at least makes a joke of it, but the punishing, the awful, has never been excised from Grooms' authority-opposing, rough, truth-telling art.

Judith E. Stein of the Pennsylvania Academy, the curator responsible, has arranged her show in chapters. It begins with "Early Work: 1956-1960," a set of active but never-quite-abstract expressionist paintings -- "L.E. Pant," "The Scholar," "The Kiss" and "Winter Man" -- that still feel tough and fresh as anything he's done. Then come "Circle of Family and Friends," "The City," "Art About Artists," "Art About Art," "Traditional Values: Commissioned Portraits, Landscape, Still Life, Historic Themes," "The Movies and the Wild West," "Film and Happening Props, Paper Movies and Poetry," "Global Politics," "France, Japan, Great Britain," "Fantasies," "Sports" and finally, "Self-Portraits." Grooms' art, here as elsewhere, tends to burst its bounds.

It is part painting and part theater, part drawing and part sculpture, part tragedy and part cartoon -- sometimes all at once.

There is so much to see, that one tends to take for granted his formal innovations. He early did "performance art"; in 1959 he helped invent the "happening." His work has always blended the moving and the static, the picture and the stage. And he has done perhaps as much as Rauschenberg or Stella to shove the realm of painting out into three dimensions. Grooms' sculpture springs from drawing. Almost all his 3-D pieces, whether made of wood or paper, are constructed out of planes. And, like Hockney, Grooms has helped return first-rate hand-drawn portraiture to the world of advanced art.

Grooms' painting has never been entirely abstract. But in the 1950s, when he became an artist, Action Painting was in fashion, and something of its vigor, its experimental fury, has long been crucial to his art. When he first went to Manhattan in 1956, he "got the feeling that the abstract artists of the 1950s had a terrific life style. The only equivalent now would be rock 'n' roll stars. Except the painters were so much more bizarre. To say, in those days, 'I'm an Action Painter' -- it must have been like getting shot out of a cannon every morning."

Certain grumps in the museum world have never quite forgiven Grooms his wildness, his humor. That may partially explain why his retrospective will not visit this city or Manhattan. It will travel to Denver, Los Angeles and Nashville after closing at the Pennsylvania Academy (downtown at Broad and Cherry streets) on Sept. 29.