Charlie Martin waves his hand through a cobweb blocking the doorway to the glass-blowing engine of the westernmost blast furnace of the old steel mill. Bethlehem Steel Corp. closed this integrated mill in its eastern Pennsylvania hometown in 1995, ending 140 years of metal production at the site. Martin, a 37-year veteran with the corporation, remains the mill's last employed engineer. He spends much of his time conducting tours for developers, journalists, and industrial archeologists around the ghost-town-like plant. "The closing would be sad if I didn't think about the opportunities to come," he explains. Bethlehem Steel figures its defunct mill represents the largest span of industrial pollution in the country. The opportunities Martin refers to are the company's plans to turn part of that wreckage into a recreational complex. It is collaborating with the Smithsonian Institution to create a museum that tells the story of an era in American manufacturing. The National Museum of Industrial History would anchor the complex. The initiative, called "Bethlehem Works," is as hulking in scope as the mill is in size. The rusty industrial dinosaur -- including an ore bridge, five blast furnaces, five machine shops, and three foundries -- stretches for five miles along the Lehigh River on Bethlehem's south side. Only a fraction of "The Steel" -- as older locals still call the operation -- is slated for recreational purposes. About 160 acres out of 1,800 total are expected to become the museum, movie theater, restaurants, hotel and conference center, ice-skating rink, and swimming complex. Most of the rest will become a business park. Still, turning a polluted eyesore into a tourist attraction takes time. Planning began five years ago, and if adequate funds are raised, the first part, a preview center for the museum, will open next June. (Already artifacts from the Smithsonian's 1876 Exposition collection are being moved to Bethlehem.) The rest should launch in stages early in the next century. Times have changed for Bethlehem Steel. During its heyday, the manufacturer employed 30,000 in its Bethlehem plant, making its signature I-beams and other structural parts that at one point were part of 80% of Manhattan's skyscrapers, the company reports. But the market for skyscrapers shifted during the last two decades to Shanghai, Kuala Lumpur, and other Asian cities, which vied to build the tallest towers. Pacific Rim builders bought locally. In the U.S., corporations moved to suburbs where low-rise buildings didn't require steel infrastructure. Four years ago the corporation ceased making steel in Bethlehem. Employment dropped to 800, most of that in the corporation's headquarters. Vacant buildings and contaminated land occupied 15% of the city. "We could have cleaned up the site according to the law, planted grass seed, padlocked it, and walked away," Chairman and CEO Curtis (Hank) Barnette says. "Or we could remediate and return the land to useful, meaningful purposes." The company chose the latter, but then had to figure out what to do with the old mill. Executives focused on the idea of a museum to anchor the revitalization effort and interested Smithsonian Institution Secretary I. Michael Heyman. The timing was good. Heyman had wanted to spread the Smithsonian's collection outside Washington. By 1996 a joint venture between the two organizations was formed to create the National Museum of Industrial History. As exciting as the project sounded, members of the public had to be convinced of its viability. Tempers flared during town meetings associated with the rezoning process, necessary to make the site useable for recreation. Former steelworkers grieving about their lost jobs were afraid that the corporation would fail to finish the project. "Some people were suspicious, and questioned giving carte blanche to this big company to do what it wanted to the city. Some were up in arms," recalls Mark McKenna, artistic director for Bethlehem's Touchstone Theater, which is putting on a Steel Festival this month to portray what life was like when the industry dominated the city. In addition to zoning changes, the company needed to show the EPA that its polluted land had been cleaned up. That happened in June when EPA officials called the entire mill a national model for brownfield redevelopment. Already Bethlehem Steel has spent countless employee hours and $15 million on consultants and planners. It hopes to recoup some of that through grants and leases to developers, explains Stephen G. Donches, Bethlehem's vice president of public affairs. As president of the Museum of Industrial History, Donches is in charge of raising the $400 million the effort will cost. Already he has raised half of what's needed to open the museum's preview center next summer. Community hope runs high that the company can muster the remaining funds. "They've been a good corporate citizen, and we hope they'll continue to be that. They're still here -- administratively," observes McKenna.