  Using wide-field HST/WFPC2 imaging and extensive Keck/LRIS spectroscopy, we
present a detailed study of the galaxy populations in MS2053--04, a massive,
X-ray luminous cluster at z=0.5866. Analysis of 149 confirmed cluster members
shows that MS2053 is composed of two structures that are gravitationally bound
to each other; their respective velocity dispersions are 865 km/s (113 members)
and 282 km/s (36 members). MS2053's total dynamical mass is 1.2x10^15 Msun.
MS2053 is a classic Butcher-Oemler cluster with a high fraction of blue members
(24%) and an even higher fraction of star-forming members (44%), as determined
from their [OII] emission. The number fraction of blue/star-forming galaxies is
much higher in the infalling structure than in the main cluster. This result is
the most direct evidence to date that the Butcher-Oemler effect is linked to
galaxy infall. In terms of their colors, luminosities, estimated internal
velocity dispersions, and [OII] equivalent widths, the infalling galaxies are
indistinguishable from the field population. MS2053's deficit of S0 galaxies
combined with its overabundance of blue spirals implies that many of these
late-types will evolve into S0 members. The properties of the blue cluster
members in both the main cluster and infalling structure indicate they will
evolve into low mass, L<L* galaxies with extended star formation histories like
that of low mass S0's in Coma. Our observations show that most of MS2053's blue
cluster members, and ultimately most of its low mass S0's, originate in the
field. Finally, we measure the redshift of the giant arc in MS2053 to be
z=3.1462; this object is one in only a small set of known strongly lensed
galaxies at z>3.
