Scale is the primary factor for building a powerful foundation model that could well generalize to a variety of downstream tasks. However, it is still challenging to train video foundation models with billions of parameters. This paper shows that video masked autoencoder (VideoMAE) is a scalable and general self-supervised pre-trainer for building video foundation models. We scale the VideoMAE in both model and data with a core design. Specifically, we present a dual masking strategy for efficient pre-training, with an encoder operating on a subset of video tokens and a decoder processing another subset of video tokens. Although VideoMAE is very efficient due to high masking ratio in encoder, masking decoder can still further reduce the overall computational cost. This enables the efficient pre-training of billion-level models in video. We also introduce a progressive training paradigm that involves initial pre-training on the diverse multi-sourced unlabeled dataset, followed by fine-tuning on a mixed labeled dataset. Finally, we successfully train a video ViT model with a billion parameters, which achieves a new state-of-the-art performance on the datasets of Kinetics (90.0% on K400 and 89.9% on K600) and Something-Something (68.7% on V1 and 77.0% on V2). In addition, we extensively verify the pre-trained video ViT models on a variety of downstream tasks, demonstrating its effectiveness as a general video representation learner.