TORONTO -- For many people, the Royal Ontario Museum is a mystery, a forbidding hidden kingdom towering above Queen's Park in central Toronto. Driving by, one sees a trickle of souls going in and out of the imposing neo-Romanesque entrance, or the ever-present flotilla of school buses disgorging their freight of bleary-eyed students. Visiting the ROM, it seems, is a duty of Ontario childhood, a rite of passage gratefully abandoned in adulthood, if their current attendance records are any indication.

All that is about to change. You have to spend money to make money, the old saying goes, and the wisdom of that adage will be put to the test at the ROM in the coming years as never before. And make money they must. Attendance at the museum hovers at around one million (half of which is paid admission). The museum hopes these numbers will double after the $200-million restoration and renovation project, which is to be paid for by a mixture of private and public money.

The project involves clearing up the clutter in the existing galleries and replacing the dire modernist terrace galleries at the north end of the building with Daniel Libeskind's now famous Crystal, a dramatic explosion of metal and glass that will cantilever out over the sidewalk and dominate the streetscape, as it will the collective consciousness of the city.

But what is going on these days behind that dour limestone façade, as staff prepare themselves for a convulsive transformation?

Anyone at work in the art world in Toronto is well accustomed to the muffled screams emanating from behind these walls, so in some ways, it's business as usual. We first heard those sobs and groans when the torch was passed from the scholarly John McNeill (an internal curatorial hire) to the highly controversial Lindsay Sharp in 1997. Sharp gussied up the galleries with interactive displays such as the Discovery Gallery and the Dynamic Earth: Inco Gallery of Earth Sciences, exhibits that reset the image of the ROM in the public imagination as a children's interactive museum.

As budget cut after budget cut came down from the province of Ontario (the $22-million annual grant of 1991 has shrunk to the current $18.5-million), the public posture of the institution seemed to express more and more desperation. Curatorial ranks and public programming were decimated.

When the director's mantle was passed from Sharp to William Thorsell 2½ years ago, another chorus of shrieks broke out. Now a newspaperman equipped with nothing more than his native wit and boundless energy and enthusiasms (but no museum experience or academic background in the arts) would be holding the reins.

The exhibition record so far has been worrying: last year's Rodin fiasco (which ended up costing the ROM more than $200,000 in unpaid bills when the MacLaren Art Centre's proposed world tour of the exhibit found no other takers); Images of Salvation: Masterpieces from the Vatican this summer, which mixed the sublime with the blatantly ghastly; and the current show of dreadful mosaics from Friuli, Italy -- a display of student and faculty work from a little-known art school.

How is it that such dreck has come to share the stage with thoughtful and professional shows such as Treasures from a Lost Civilization, the exquisite exhibition of art from Sichuan province that toured to the museum this fall, or the distinguished Eternal Egypt show from the British Museum, scheduled to visit the gallery next year? From the outside, life at the ROM has been looking kind of scary.

Move inside and dig around for a couple of weeks and you discover an institution at a dramatic point of transformation, teetering on the brink of either spectacular triumph or spectacular failure. Curators decry their inability to fend off embarrassing professional gaffes, such as the first shows mentioned above (the head of exhibitions is a former information-technology expert with no curatorial background), and tensions are running high as they contemplate the implications of the museum's dramatic building program.

The decision to expand had, in fact, evolved in strategic planning long before Thorsell arrived. But under his stewardship, the vision has expanded. This is not to be just any new building. It is to be, to borrow the recently coined terminology of New Yorker art critic Peter Schjeldahl, a "destination museum," on par with Frank Gehry's Guggenheim Bilbao, or Libeskind's own Jewish Museum in Berlin. (The prototype for the genre, says Schjeldahl, is Frank Lloyd Wright's Guggenheim Museum in New York, an aesthetic marvel in its own right that is notoriously difficult to install art in, due to its curved walls.)

Libeskind's new ROM, with its slanting walls and sharp elbows, fits the "destination" formula to a T. On first confronting the design, one is appalled by its brash arrogance, bulging out over Bloor Street West and dwarfing its surroundings. Former diplomat and art collector Allan Gotlieb refers to it as "an excresence." Leslie Rebanks, the sole architect on the ROM's architect selection committee, is more florid in his disdain. "The ROM is a graceful old lady. You can't put her in a miniskirt and say she's going to be published in Penthouse. The other architects, at least, were dealing sensitively with the original buildings."

For many observers, it's also hard to swallow Libeskind's assertions that the building is inspired by the crystal collections of the gallery when look-alike renos are in the works for both the Victoria and Albert Museum in London and the Magnes Museum in San Francisco (both pending fundraising). And now the new metal cladding proposed for the Crystal borrows its vernacular of scars and cicatrices from the Jewish Museum in Berlin, a building with a mandate entirely antithetical to the celebratory Renaissance ROM project.

Still, once you strip away the blarney and look carefully, there is much in the Libeskind scheme that is compelling. There is something undeniably exhilarating about the ambition of the thing, even if you don't find it beautiful. And the irony is that, of the three final designs submitted (the others were by Architetto Andrea Bruno of Turin, Italy, and Bing Thom Architects in Vancouver), the Libeskind design in fact preserves more of the original buildings, essentially replacing only the late seventies addition and rising up to move over the rooftop and out toward the street, leaving the old wings unscathed. The Libeskind plan also requires minimal excavation, and can be built on the foundations of the earlier renovation.

To a startling degree, the building design is now largely finalized, right down to electrical services and plumbing, but the negotiation between management and curatorial staff over the fate of the objects the building will house is currently being waged, refereed by Hayley Sharpe Design, a leading firm of British exhibition-design consultants. Their team has been working with ROM curators since the summer to redesign the layout of all the galleries in the existing 1912 and 1931 buildings, as well as all of the new Crystal gallery spaces. As the firm's Alisdair Hinshelwood puts it, "There have been a lot of real-estate wars going on here," as department has pitted itself against department for space and resources over the years to produce a physical rabbit warren of specializations.

Overall, the plans are looking promising, with the ambition being to redraft a master narrative that will bind these disparate collections -- from pickled frogs to haute couture -- together. (Hayley Sharpe will be presenting their plans to the public at the ROM next Sunday, Jan. 26, at 1:30 p.m.)

The deep collections of the museum will allow them to tell the story of the evolution of nature and culture in a way few institutions can. A number of interesting intersections between the two realms are being contemplated, such as a display of cultural artifacts dealing with myths of creation in the midst of the "big bang" section of the geology installations, or a section in which the phenomenon of self-defence is explored in the metalwork of medieval armour, the resilient armour plates of the great dinosaurs, or the fragile carapaces of winged insects. As well, the creation of the Canadiana and Canadian First Nations galleries, running the length of the east wing at ground level, is bound to be a hit.

But that master narrative will include some distinctively Thorsellian touches, such as the 650-square-metre galleries for textiles and costume (though the department has been slashed from five curators to just one), and greater emphasis on art deco (a relatively minor moment in the history of art), and a new hybrid gallery titled World Art -- a comparative showcase of art and design excellence, clustering objects by themes, such as headdresses or ceramics. This proposal makes many of the curators uneasy, particularly when considered in relation to another Thorsell initiative -- a comparative gallery called World Cultures, devoted to the indigenous peoples of Africa, South and Central America, and Oceania. Curators are baffled by the distinction that will differentiate these two spaces.

Uppermost in the minds of many of them is the safety of the collections. Former ROM vice-president for collections and research Hans-Dieter Sues, who left the ROM in December for Pittsburgh's Carnegie Institute, on the whole supports the Libeskind design, but notes, "I frankly think the Crystal is going to be a nightmare in terms of monitoring humidity and the temperature control."

Indeed, the engineering report that goes before the board later this month spells out that, with the exception of the blockbuster galleries for touring shows on the main floor, the new building will have the same unstable level of humidity and climate control as the old 1912 and 1931 galleries, due to the open connection to those original structures. These old buildings, Thorsell says, cannot be improved on because they lack vapour barriers. "If we increased the humidity," he says, "the bricks will start falling off the outside of the building." Climate-controlled cabinets will need to be used throughout.

Climate control can affect even the most apparently stable of objects -- such as dinosaur bones. Sues confirms that the specimens can take light, but humidity is another matter.

"Some fossils contain trace iron elements called pyrite, commonly called fool's gold," he explains. "And if pyrite is exposed to moisture it slowly degrades. Ultimately it releases sulphuric acid and breaks down the fossil from within." Each department seems to have its worries. "Has there been lots of opportunity for input? Yes," says metals expert Susan Stock, as she works away at restoring an antique Roman bed in her ROM conservation lab. "Whether it has been weighted as heavily as it might have been, that's another question."

Thorsell's plan to reveal once again the original windows of the old galleries -- a hugely appealing idea from an aesthetic point of view -- also fills curators with misgivings. Natural light falling on old materials will require more frequent rotations of the objects on display, which is highly expensive and labour-intensive. Can we be sure the funds will be there to protect these objects once the opening-night bash is over and the province goes back to business as usual?

Asked if Thorsell is cavalier about conservation issues, Hinshelwood says, "To some degree he is," but adds that some of the pricklier curators could be more persuasive advocates for their fields. "Everybody tells him that they are experts, but they don't explain." The worst thing they could do at this point, he says, is to retreat.

Hinshelwood notes that Thorsell is "absolutely passionate about the objects in the collection," and this is clear to anyone who spends time with him. Sitting in the basement office of the Renaissance ROM project earlier this week outlining his plans, Thorsell traced in the air above his head an imaginary skein of silk suspended from the ceiling. Wouldn't it be wonderful to have a piece of fabric just floating above you, so you could see the whole of it, he mused?

This is rapture, but I can only imagine the textiles curator's eyes rolling back in her head as she contemplates the potential damage from accumulated dust and light. As Sues put it to me, "Museums are by definition conservative cultures." The first responsibility of the curator, he says, is to preserve things. By and large, they dislike change. Thorsell, who radiates an almost ecstatic excitement as he describes his vision for the future, is just the opposite: The faster change comes, the better.

Last but not least, there is the question of the money. Fundraising for such a controversial building may be tough sledding, and ROM Foundation member Roy MacLaren admits that about 30 per cent of those he approaches are turned off by the design. Even if the campaign is a complete success, some dangerous variables remain.

The financial model for the project relies on doubling attendance ($7-million more a year in operating costs more than offset by $10.7-million in projected increased revenues from all sources).

But the museum's chief operating officer, Meg Beckel, admits that to her knowledge this dramatic outcome has never been achieved before. Before the redesign by Toronto architect Gene Kinoshita in the late seventies, the ROM enjoyed a 6-per-cent "penetration rate" of local and tourist markets. Currently, they have retreated to a mere 3 per cent.

However, the average penetration rate for major comparable institutions -- the Field Museum, the Smithsonian Institution, the Carnegie Institute and the American Museum of Natural History -- in comparable U.S. cities (Chicago, Washington, Pittsburgh and New York, respectively) is 8 per cent. This is the number they're banking on. It is the profits that will flow from this increased attendance, Thorsell says, that will be pumped back into curatorial and research coffers. But you don't want to think about the alternative.

There are a lot of ifs here, but I'm inclined to side with those who think drastic measures were in order. The ROM has hit rock bottom. When I toured the gallery last week, even the lightbulbs in the bat cave were burned out. Some of the cabinets in the Islamic collection were inexplicably empty.

Darkened galleries had been co-opted for temporary storage facilities. Janitorial supplies were stacked in a hallway. A Corinthian bronze helmet from the fifth century BC, probably a remnant from the Battle of Marathon, sat in a back gallery like a forlorn, long-forgotten prisoner, abandoned to its fate. I walked for 10 minutes without finding a guard.

The poignancy of this is only compounded by a tour of the study-collection vaults, where one can meet one of the world's leading experts in paleobiology, Des Collins, ruminating on his Burgess Shale specimens excavated from the Canadian Rockies (extraordinary soft-tissue records of prehistoric sea life), or discover an Egyptian child's dress neatly packed in tissue, or hold in your hand a primitive flint tool, 250,000 years old, excavated from the banks of the Thames River (the oldest man-made object in the ROM's five-million-strong collection). There is real magic here.

The state of the ROM is a pathetic expression of our collective failure to embrace excellence in education and the arts. Over the past 12 years, the curatorial ranks have been shrunk by a third, from 90 to fewer than 60, severely restricting the museum's research capabilities, and these problems were deep-seated long before Thorsell showed up.

The question now is whether there is the shared determination -- on the board, in the director's office, in the Ontario government -- to truly fix it in more than just a superficial way. Give us passion, yes, but with a dash of humility before the enormity of the task.