As for the galleries, 103 hail from Spain and 158 from elsewhere around the globe -- clearly, what we have here is the international art world from a Spanish point of view. Among the out-of-towners, 22 are from Germany, 23 from Italy, 17 from France, 14 from Portugal, 14 from Australia, 12 from the U.S., 10 from Brazil and smaller numbers from 23 other countries.

This year, the fair organizers made an especially successful effort to welcome experimental art, inviting 52 non-Spanish galleries under the "Cutting Edge" rubric and adding another 14 booths for special artist's projects.

The strong Australian contingent is due to that country's status as "Special Guest," overseen by Adelaide dealer Paul Greenaway. The selection of galleries doesn't define "Australianness," Greenaway said in response to a reporter's question at the inaugural press conference. "It's only one slice." Next year, the special guest country is Switzerland.

ARCO director Rosina Gómez-Baez noted that she wanted to provide a "comfortable" experience, and so supplied additional seating and "chill-out areas" as well as having a wide "boulevard" or agora down the middle of both fair buildings to minimize crowding. "We want a lot of people, but not mobs," she said, in explanation of the stiff general admission fee of 19 euros.

It's always good to muster some of your blue chip galleries near the entryway -- like Galerie Gmurzynska from Cologne and Zug, which can be counted on to bring an interesting selection or rare and classic moderns. At ARCO, the gallery had a group of nine designs by Kasimir Malevich done for the 1931 Red Theater in Leningrad, a Joan Miró from 1934 done on aluminum foil, several body prints by Yves Klein from 1960 and a large, simple Kenneth Noland chevron from 1960.

But my appetite was especially whetted by several small works by Pablo Picasso that were fresh from the "Picasso Erotique" exhibition, including Gloria-Criti, an obscene scribble from ca. 1903 showing what is clearly a critic screwing an artist in the ass while a muse with a moneybag looks on with a smile. Ah, those were the days. Something like this goes for around 100,000 euros, give or take a few. (The new, convenient pan-European currency could be had at the Madrid airport, by the way, at the rate of $1 =1.06 euros.)

Pride of place also went to veteran French dealer Daniel Templon, who filled his booth with a selection of new works by gallery artists. On the floor was a steel braid by Tunga called Tress, a big Jim Dine diptych festooned with tools -- including a chainsaw -- and titled Storm in the Canyon, a new painting by Gérard Garouste and a 2001 bodice of green beetles by Jan Fabre.

And no ARCO would be complete without visits to the booths of the formidable women dealers of Madrid. Everyone brought a wide range of material, most of it native to the Spanish scene. Eye-catching at Galeria Oliva Arauna was a cascade of books coming off the wall by Alicia Martín and a muscular yellow and black abstraction by Rosa Brun. At Elba Benítez, an installation by Joana Vasconcetos called Pas de Deux had a pair of inflated swans entangled in the yarn sargasso of a woven rug set in a round silver basin. It vied for attention with two large and lurid photo abstractions in viridian and blood red by Dario Urzay, who has works at several fair dealers -- he can make visual music from froth and smear.

Over at Juana de Aizpuru, the booth was so crowded with visitors paying homage to the gallery's fabulous namesake that one could hardly see the sexy photos of Haiti voodoo rituals by Cristina Garcia Rodero, large color photos of soulful beauties by Carmela Garcia and a sexy self-portrait with snake by Ana Laura Aláez, Spain's representative in last year's Venice Biennale. At Soledad Lorenzo, a large painting of a blonde Valkyrie by Victoria Civera was stopping traffic, while Galeria Helga de Alvear had both figurative and abstract works, including a painting-like construction in neon, wood and cloudy plastic called Hombre by Jesus Palomino.

Other things on the main drag couldn't help but suggest a Valentine's Day theme -- some clear and bright paintings of Flores by Andres Compagnucci at Ruth Benzacar from Buenos Aires, and a diptych of fashionable young women to give them to, from a series titled "Beautiful" by Valeriy Panov at Aidan Gallery from Moscow. Panov has her first show at Aidan in a few weeks; the paintings currently go for about 3,000 euros.

The emphasis on "cutting edge" means lots of things -- including works that dare to be offensive. At Cotthem Gallery from Barcelona, the lively Texan artist Michael Ray Charles -- known for his provocative "jigaboo" paintings, if one could be so bold as to call them that -- has an eight-foot-tall statue of a young pickaninny sitting on an upturned flowerpot, colored black with shoe polish and with a head that bobs at the touch. Yikes! This is the debut appearance of the sculpture, which is titled Forever Free, Crouching Beacon (2002). A series of five works in this vein are due to go on exhibition at Cotthem in April. They're 70,000 euros; one had already been sold on the fair's opening day.

Other wacky stuff on display in that area of the fair included a booth filled with boxes of medicine, on the walls and on the floor, called Sick House, courtesy of Jeanne Susplugas from Gallerie Valérie Cueto in Paris. The booth that came closest to being completely empty -- an avant-garde standard -- was manned dealer Marco Noire, who had invited Egyptian artist Mona Marzouk to make a wall painting, which she did, in pale aqua on white, a combination of lines and curves that comprised a large shape that the artist insisted was not a dinosaur. "Mythical or political meaning," said the gallery handout.

Also in this vein was a setup of three inflatable wading pools -- occasionally, I was told, inhabited by screaming toddlers -- complete with inflatable tulips and grass lawn by Aaron Salabarrias Valle at a booth operated by INOVA from Milwaukee, the only alternative space invited to exhibit at the fair. Part of a series of shows that INOVA is doing with Caribbean artists, Valle's piece is a comment on the subjection of Puerto Rico -- which is part of the U.S., one might remember -- to the less-than-noble economics of cruise-ship tourism.

Nearby was one of several performance artists at the fair, courtesy Galeria Botello of San Juan. The brave Freddie Mercado Velazquez, made up with extra eyes on cheeks, forehead and nipples, wore a headdress of stuffed masks and a ritual cloak while he held a trumpet in one hand and a balloon in the other, slowing blowing it up until it popped, and giving voice occasionally to an uncannily accurate rooster crow. They were having fun there at Botello, where New Yorker Arnaldo Morales had several of his noisy and dangerous (I think) machines, including a kind of sex toy that is to be operated while held to the crotch. That alluring bit of engineering is $3,000.

And those avant-garde women artists, always coming up with something amazing. At Annet Gelink Gallery from Amsterdam is a work by Alicia Framis called Failure (2002). It consists of a white model of an apartment and a grid of 49 4 x 7 snapshots, and chronicles the artists efforts to get her apartment ready for the arrival of her boyfriend. Let me tell you, the pictures of her licking the walls really caught my eye! And in the end, "Mister Frohnmayer never came home." The work can by yours for 7,000 euros. The artist will have a show at Paris' new Palais de Tokyo in December.

And you know those artists -- if the women aren't tasting the house, then the guys are tasting the women. New Japanese sensation Makoto Aida, who is 36, has several works in the booth of Mizuma Art Gallery from Tokyo. A poster called Harakiri Schoolgirls, modestly priced at 25 euros, had all the disembowelment and pleated skirts a person could want. But Aida's special coup is the concept of Edible Artificial Girls, or Mi-Mi Chan. These are tiny, smiling girls, ostensibly genetically engineered in the year 3000 from colitis DNA, who can be prepared and eaten in the Japanese style, in soup or with rice. These little babes are "savory and rich in nutrition," Aida says, and can be consumed with ease, since they have "no sense of pain and no fear of death." At Mizuma, a set of eight colored digital prints of various ways of preparing Mi-Mi Chan could be had for 1,200 euros. They come in a wooden box.

Abstraction is out in force, too, as one might expect. One particularly dramatic work is at Angel Romero's booth, a huge painting called Violencia sin Mensaje by Isaac Montoya. The psychedelic canvas has 15 cone-shaped spikes jutting out from its surface in an explosion of violent color into the third dimension. But it gets even more dramatic -- on the other side of the booth is a screen of ruby-colored plastic. Look at the painting through this wine-dark glass and you see a couple in grieving embrace. The work is 36,000 euros.

At Sarah Cottier from Sydney, the booth is minimally hung with three works by John Nixon, including a huge orange monochrome stretching along one wall. The 40-something Sydney artist (who just moved to Melbourne) focuses on material and labor in his abstractions, and takes a workmanlike approach, using house paint and not fetishizing the art process. For the last five years he's been making paintings mostly with the color orange. A palm-sixed "block painting" can be had for about $1,350 U.S., while the big one goes for around $50,000.

Down the way is a huge painting installation by the 50-year-old Lisbon artist Pedro Cabrita Reis at Porta 33, a gallery in Funchal, Portugal. Reis gives you a group of monochromes in various shapes, hung not on the wall but rather propped up on little shelves. Makes them seem more like objects, as does his practice of bisecting the works down the middle, making one half smooth and inflecting the other with a swabbing brushstroke. The pictures range in price from 8,000 to 12,000 euros, and can be had for a discount if bought in quantity.

Meanwhile, social note of opening day occurred at the booth of The Project, the New York space run by Christian Haye with Jenny Liu and Giovanni Garcia-Fenech. King Juan Carlos himself stopped by to chat with Christian (while guards held back the thronging crowd) and look at the gory self-portrait by Daniel Martinez that shows the artist apparently reaching into a huge gash in his stomach. The king is the hero of Spanish democracy, choosing constitutional monarchy over right-wing coup d'etat back in 1981, and if he can do that, he can do almost anything.

These works got a skeptical reception upon their first showing, when many people thought that both Warhol and Basquiat -- then alive, of course -- were running out of new and interesting things to say and were resorting to a market-influenced gimmick.

Well, that's one idea that didn't survive the test of time. The pictures look great, full of energy and joy. Basquiat especially has the recipe for successful painting -- make it look like you're having lots of fun. Both men load the pictures with tons of stuff, drawings and logos -- their complete lexicons -- Nikes, chewing gum, skulls, ads for rib roast and chuck steak, crowns, grimacing faces, Mr. Peanut, "Win $1,000,000" and "flies flies flies."

Plus, there's a lot of paintings here, at least 45, a substantial body of work that attests to an extended period of collaboration. Not since the Surrealists did artists combine their styles so effectively.

Basquiat's ping-pong brain is a perfect match for Warhol the machine -- two kinds of artistic autopilot. It's a competition, who's painting on whom, and both of them are cavalier enough to stand the insult (Clemente, on the other hand, is a hot-house symbolist flower, and won't stand being superceded).

But the pictures work best when Basquiat goes in and fills out Warhol's cool imagery with his feverish hand, like a work called Hellmann's Mayonnaise (1985), in which Jean draws the missing parts of Andy's silkscreened kitchen still life. It's hard to tell what's raw and what's cooked.

Most of the paintings are either from the collection of Swiss dealer Bruno Bischofberger or unnamed "private collections." Somebody's sitting on a real treasure trove.