In 1955, studio mogul and cinema innovator Walt Disney had wowed the world with the phenomenal success of his movies-come-to-life amusement park Disneyland, in Anaheim, California. The profits were beyond the wildest dreams of Roy Disney, who managed Disney Company finances, and even Walt himself. The cash flow from Disneyland permitted Walt to expand film and animation production at his studio, as well as to produce a variety of live-action television shows. It also gave Walt the financial resources to accelerate his technological innovations. In 1963, he created what he called “audio-animatronics” (moving, talking robots), which revolutionized amusement park attractions. He also introduced two new transportation systems– the 1959 Monorail and the 1967 WEDWay PeopleMover (continually moving vehicles powered by magnets)–, which further cluttered an already packed park.

Walt became increasingly interested in technology and the potential it might hold for urban planning. Specifically, he aimed to solve the urban decay he saw in Anaheim, around his beloved park. By the end of the 1950s, Disneyland’s surrounding area had become seedy, crowded, and tangled with cheap hotels, lousy restaurants, and tourist traps. Walt yearned for an opportunity to build a second park that would be both free from urban sprawl and spacious enough to showcase his latest “innoventions.”

Starting in 1958, WED Enterprises, Walt’s personal team of “imagineers,” commissioned dozens of studies of potential expansion sites, dubbed “Project Winter.” By 1963, they had narrowed the options to eight, including New Orleans, St. Louis, Niagara Falls, and central Florida. In November of that year, Walt and his top advisors toured the sites by air on his private Grumman G-159 Gulfstream. In the end, he rejected St. Louis, because local brewers demanded the sale of alcohol in any would-be park, and Niagara, because it was too cold. He settled on sunny central Florida. On November 27, fresh from his aerial assessment, Walt met with Roy and his executives at their Burbank headquarters to green light Project Winter. They sent real estate consultant Bill Lund to Orlando and Ocala to scout locations, investigate land prices, study topography, and assess local infrastructure.

Lund and the studio executives well knew that if the project went public, land prices would spike. So Lund proceeded in total secrecy, concealing Disney’s involvement by employing fake business cards, bogus letterhead, and phony phone numbers. By mid-December, Lund was back in California, and on January 16, 1964, he presented his findings. Orlando, he concluded, offered the most attractive option. The sleepy town had the best roads (thanks to an effort by local elites to attract business), access to a nearby air strip, friendly municipal local government, and plenty of cheap, available land. Disney chief counsel Bob Foster was immediately dispatched to acquire land options, again operating in total secrecy. In fact, Foster partnered with ex-CIA operative and Miami lawyer Paul Helliwell, who coached Foster on covert tactics (including assuming the alias “Bob Price”) and arranged the real estate deals. Foster and Helliwell created dummy companies to do the buying: Bay Lake Properties, AyeFour Corporation, Reedy Creek Ranch, Tomahawk Properties, and Latin American Development and Management Corporation.

Walt’s success at the 1964-65 World’s Fair in Queens proved that Disney had an eastern audience and that an East Coast park was feasible. Walt hired the Fair’s executive vice president and veteran of the Army Corp of Engineers, General Joe Potter, to head the evolving “Florida Project.” For the next eighteen months, the Disney Company, still operating covertly, purchased land and land options southwest of Orlando. By June 1965, Walt had acquired 27,258 acres for $5,018,779. The acquisitions had deliberately been spread over two different counties (Osceola and Orange) to ensure jurisdictional overlap and thus prevent any effective oversight of operations.

The massive land purchases, though cloaked in secrecy, did not escape attention. Rumors swirled in the greater Orlando area, with officials, journalists, and private citizens alike guessing at who the man with the money might be. On October 24, 1965, the Orlando Sentinel broke the story: “We Say: ‘Mystery’ Industry Is Disney,” announced the headline. Days earlier, Emily Kelly, an editor at the Sentinel, had been randomly included in a press junket to Disneyland. At the end of the day, reporters were permitted to meet Walt and ask a question. As a joke, Kelly asked, “Mr. Disney, are you buying all that land in Orlando?” Walt, not expecting such a query, was visibly flustered and neither denied nor confirmed. The cat (or mouse) was out of the bag. Bob Foster and Joe Potter rushed to Miami to meet with Florida governor Haydon Burns. On October 25, Burns announced, to wild applause, the creation of an “East Coast Disneyland” to a gathering of business leaders. On November 15, Walt himself met the Florida press to confirm the rumors and fan the flames of excitement (though he provided few details of his intentions).

Walt was deliberately vague about his plans because he knew they would likely encounter hostility. What he envisioned was not an “East Coast Disneyland,” but rather an “Experimental Prototype Community of Tomorrow” (EPCOT), twice the size of Manhattan. He planned to build an entire city under a massive dome, where every aspect of life could be centrally managed and all the problems of urban decay and suburban sprawl could be solved – an urban planning project of epic, breathtaking proportions. Such an undertaking, however, would require that EPCOT be almost entirely free from government regulation and restrictions, and operate as an autonomous political unit. Contemporary building codes, zoning laws, and environmental regulations, Walt believed, would obstruct innovation and creation. How could he build the city of the future within the restrictions of the past?

To achieve political autonomy, Disney lawyers employed Chapter 298 in the Florida Code, which allowed for the creation of independent “drainage districts” (aimed at promoting the development of Florida’s swampy lands). Thus, in May 1966, the Reedy Creek Improvement District was born. The RCIP would have near total control over the land. A problem, though, was that the United States Constitution guaranteed certain legal and political rights to all citizens, even those within a drainage district. Disney’s solution was to create fake, company-controlled municipalities. Only “permanent” residents would be permitted to vote, and Disney would grant permanent residency only to a select group of employees and managers who were loyal to the company. All other residents would be deemed “temporary residents and tourists,” with no voting rights and no land ownership. Florida lawmakers were so eager for Disney’s investments and so enamored with the potential boon for the state’s largely agricultural economy that they gladly granted all that Disney requested: an autonomous Reedy Creek Improvement District would be free from county and state regulations; two new municipalities (Bay Lake and Lake Buena Vista) would be created, controlled entirely by Disney but with the illusion of popular government; and new, tax-payer funded road-building projects and highway interchanges would be approved. “Disney World” would truly be a world unto itself.

With the legal and political hurdles removed, WED Enterprises hired Palm Beach engineering consultants Gee & Jensen to drain the land and begin construction. The first order of business was turning central Florida’s black swamps and wetlands into a “community of tomorrow.” The work had barely begun, however, when sixty-five year old Walt died of lung cancer on December 15, 1966. His illness, like his operations in the Sunshine State, had been kept secret. As the world mourned, Disney executives were left with a massive, seemingly impossible project. Who but Walt could build EPCOT? Like Disneyland, it had been entirely his vision from the very start. And like Disneyland, Walt had proceeded with his grand scheme against all the advice and admonitions of his brother, his executives, and his bankers.

Without Walt, imagineers simply did not have the vision and impetus to proceed. But the massive expenditures in Florida (not to mention international excitement) could not be written off. Instead of EPCOT, Disney executives chose to build exactly what Governor Burns had predicted: East Coast Disneyland. A “Magic Kingdom” would be the first installment in a resort area called “Disney World” (later renamed Walt Disney World by Roy to honor his brother). There would be no “community of tomorrow,” no domed city, no urban planning dream, no futuristic transportation systems, none of the practical applications Walt had intended. The Magic Kingdom, which opened to the public on October 1, 1971, was twice the size of Disneyland and over twenty-three times the cost. Disneyland had cost $17 million; the Magic Kingdom had cost $400 million. It included two hotels (the “Polynesian” and the “Contemporary”) and a camp ground. Much to the dismay of Disney executives, the public reception was largely unenthusiastic. The attractions were rushed copies of Disneyland rides, the hotels were poorly managed, the local population was unfriendly, and, arguably most important, the park lacked Walt’s touch. The Magic Kingdom just didn’t feel magical.

Nevertheless, as exciting new attractions, water parks, and highly-stylized resorts were added (not to mention the opening of the Orlando International Airport in 1979), park attendance increased over the years and Disney executives saw fit to expand. They built Epcot, an odd combination of world’s fair and corporate advertising that bears no resemblance to Walt’s vision, in 1982; Disney/MGM Studios–now “Disney Studios”– in 1989; and The Animal Kingdom in 1998. Today, Walt Disney World is among the most popular tourist destinations in the world. Few who visit, though, have any inkling of the grand, secret, controversial project initiated by Uncle Walt.