Work In Progress

Lessons learned

09|98

There was no project during my first decade at Disney about which I felt more passionate than Disney's America - and none that ran up against fiercer resistance. Building a Disney theme park based on American history seemed like a natural extension of the company's lifelong focus on children and education, a perfect way of marrying our self-interest with a broader public interest.

The seeds of the idea were first planted in the summer of 1991. Chastened by the rising costs of Euro Disney, we began to look for ways to develop smaller-scale theme parks. Dick Nunis, then head of the parks, persuaded Frank and me to visit Colonial Williamsburg, the restored colonial town in Tidewater Virginia. Dick envisioned it as a potential site for a park with related themes. I had American history on my mind anyway. The next executive retreat we planned was to be devoted to the subject of democracy. The idea for an animated film based on the story of Pocahontas had been suggested at one of our recent Gong Shows, and I was in the midst of reading several books about John Smith and Pocahontas.

The visit to Williamsburg was intriguing, but when our strategic planning group took a hard look at the site, they concluded that it was the wrong location for a Disney theme park, which depends on several million annual guests. The business in Williamsburg was mostly seasonal, in the summers, and the drive from Washington, D.C., took nearly two hours - too far for most one-day visitors. Our visit did convince me that a park based on historical and patriotic themes could succeed, if we found the right place for it.

When we returned to Los Angeles, Frank and I authorized Peter Rummell and his Disney Development team to begin scouting for a site. Within a few weeks, they settled on the Washington, D.C., area. "It's no contest," Peter explained. "It has a huge tourist population, and they're just the kind of people who would be interested in a historical theme park." More than 19 million people visit the nation's capital each year and the vast majority are drawn by the city's historical sites, government buildings, and museums. When I was a teenager, my parents had taken me and my younger sister there several times. I still remember racing my sister up the Washington Monument, fighting with her along the Potomac, and visiting the White House and the Smithsonian. We even walked past Vice President Nixon standing all by himself in the halls of Congress. It was impossible to replace these kinds of experiences, but the Disney park we had in mind had the potential to engage young people in American history in novel ways. Drawing on our natural strengths as storytellers, we could use these skills to be substantive without being dull, to bring historical events alive and to make the story of America more vivid and three-dimensional.

Our first important misstep was the decision to call the park "Disney's America." "Disney" and "America" just seemed to slide off the tongue together easily and naturally. Frank and I both liked associating Disney with America and America with Disney. But the name would prove to be a disaster. "Disney's America" implied ownership of the country's history, which only antagonized our critics. That was unfortunate because we were never interested in a park that merely reflected a Disneyesque view of American history.

While Peter's group looked for a site through the fall of 1992, we began putting together a team from Imagineering to design the park. It was led by Bob Weis, who had played the same role at the Disney-MGM Studios. I first met with Bob's group on a Sunday in January 1993 and we set out to generate as many ideas and points of view about the park as possible.

"Whatever we ultimately do, it should be built around a small number of emotionally stirring, heart-wrenching stories based on important themes in American history," I told our group. "We ought to have elements that are fun and frivolous and carefree alongside ones that are serious and challenging and sobering. We need the same sort of dramatic highs and lows that you find in any great film. If we're truly going to celebrate America, we need to capture the country in all its complexity." One suggestion was to find dramatic ways to tell the story of immigration. Other arenas that came up included the Native American experience; the writing of the Constitution and the birth of democracy; the story of slavery and the Civil War; the role of the military; the birth and death of the family farm; and the launch of the industrial revolution.

In the spring of 1993, Peter's team found what sounded like an ideal location, just outside the town of Haymarket, Virginia, only twenty miles from downtown Washington, D.C. More than 2,300 of the 3,000 acres we wanted to buy were controlled by a single entity - Exxon. The company's real estate division had purchased the undeveloped farmland at the height of the real estate boom in the late 1980s. They managed to win zoning approval for a large mixed-use development of homes and office buildings, only to abandon the project when the real estate market fell apart in the early 1990s.

With few prospective buyers for such a large parcel, Exxon was willing to sell an option to buy the land rather than insisting on an outright purchase. That enabled us to hold the land for a modest cost while we continued to design the park and began the zoning and approvals process with state and local authorities. Peter's team also set out to purchase or take options on a dozen other smaller adjacent parcels surrounding the main site. In none of the transactions, including with Exxon, did we let on that Disney was the buyer.

Early in August, [my wife] Jane [Breckenridge Eisner] and I flew to Washington to tour the site for the first time. We landed at Dulles Airport around 9:30 a.m., rented a car, and drove to the site, where we met Peter and several of his executives. The drive took us less than half an hour, which I found encouraging. While the Disney's America site was just off Interstate 66, a main highway leading to Washington, it was still almost pure rural countryside. Hills and farmland extended as far as we could see. Jane and I spent several hours exploring the property. At one point, walking through a long-abandoned house, I went down into the cellar and discovered a pair of andirons that had to be at least a hundred years old.

The setting was so beautiful that I began to wonder how local residents would feel about our building a theme park there, no matter how much of the land around it we protected. But Peter and his group were reassuring that since the site had already been zoned once for a large residential and commercial development, we wouldn't have a problem - and indeed that local residents would welcome thousands of jobs in an area that was struggling economically. Our hope was to announce the plans for Disney's America sometime before the end of the year, but it was clear that we had a lot of preparatory work ahead. One focus would be to persuade the Virginia legislature to help underwrite infrastructure improvements such as the widening of Interstate 66. As with the renovation of the New Amsterdam Theatre, Disney's America wasn't economically viable without government subsidies. In this instance, the state was likely to be drawn to the project by its potential to create new jobs, generate additional tax revenues, and attract tourists.

As we moved forward, there were two key issues that we badly underestimated - and that would haunt us over the next year. First, we failed to recognize how deeply people often feel about maintaining their communities just as they are. This was especially true of the land to the west of us - the very heart of Virginia hunt country - where our neighbors included some of the most powerful families in America, among them the Mellons, the DuPonts, the Harrimans, and the Grahams. Many of these prominent families had maintained large homes in this pristine Virginia countryside for generations - huge farms with vast pastures and split-rail fences and barns filled with Thoroughbred horses.

For more than two decades, we would soon discover, these families had also generously funded the Piedmont Environmental Council, a local rural preservation group. There may have been no collection of people in America better equipped to lobby a cause, whether with Congress or government agencies or through the media. They had the financial resources to do battle, the expertise, and the political connections. Many of them did this sort of work for a living in Washington, and with Disney's America, they had a highly personal stake in the outcome.

The other issue that blindsided us was the Civil War battlefield in the town of Manassas, approximately five miles from our site. We knew that there had been a large controversy five years earlier, when a developer announced plans to build a shopping center close to the battlefield. Fierce opposition arose, led by historians and Civil War buffs, including Jody Powell, former press secretary to Jimmy Carter. Ultimately, the opponents prevailed, and plans to build the shopping center were withdrawn. But we believed - and so did Jody Powell, whom we consulted - that our location was far enough away from Manassas that it wouldn't be an issue. We couldn't have been more wrong. Our opponents did eventually make an issue of Manassas - and ultimately were successful at conveying the impression that our site literally sat on a Civil War battlefield rather than five miles from one. But all this was ahead of us. At the end of the day that Jane and I spent walking the site and talking with Peter and his team, I was more confident and enthusiastic about Disney's America than ever.

Our next mistake was assuming that we could announce the project on our own timetable. Our focus on secrecy in land acquisition had prevented us from even briefing, much less lobbying, the leading politicians in the state about our plans as they evolved. The consequence was that we lost the opportunity to develop crucial allies and nurture goodwill. The secrecy also precluded seeking out prominent historians, whose ideas and criticisms could have helped us shape our plans, alerted us to areas of potential controversy, and given the project more legitimacy from the start. Finally, the commitment to secrecy kept me or any of our top executives from meeting with top Washington politicians and opinion makers in advance of our announcement, to describe our plans in detail. By doing so we could have shared our genuine passion for the project and the seriousness of our intentions.

Without the freedom to thoroughly test the political waters, we weren't in a position to assess intelligently where opposition might arise, as it does in virtually every large-scale development. We chose an aggressive young executive named Mark Pacala to oversee the park, but by the time he came aboard in the fall of 1993, the key mistakes had already been made and events were moving fast. News of our plans began to leak in late October, and we found ourselves scrambling defensively to cover our bases. We never fully recovered.

With reporters hot on the trail of our plans, I called George F. Allen early in November. He'd just been elected governor of Virginia. Completely coincidentally, it turned out that Allen was at Walt Disney World, vacationing with his family in the aftermath of his landslide victory. ("Mr. Allen, now that you've been elected Governor of Virginia, what are you going to do next?") Allen called me back from the Magic Kingdom, and I described our plans to him. "It sounds great," he said. "It's just the kind of project I want to bring to Virginia. I look forward to working with you." I also placed a call to Douglas Wilder, the outgoing governor, and he, too, expressed support. As Governor-elect Allen had, Gov. Wilder promised to show up for our public announcement, which we had now scheduled for Thursday, November 11.

On Monday, November 8, The Wall Street Journal ran a small item saying that Disney was planning a new park somewhere in Virginia, but provided no details. On Wednesday, as we continued racing to brief local Virginia politicians about the project, the Washington Post broke the story in more detail. Right away, we had a taste of what we were going to be facing. The front page of the Post's Metropolitan section had two huge stories about the proposed park, one under the headline: "In Disney's Grand Plan, Some See a Smoggy, Cloggy Transportation Mess." Alongside were several pictures of the site along with the caption: "A Cinderella Story - Or a Bad Dream?" It was a strong dose of what the Post would deliver in its news pages and editorial columns over the next ten months. The following morning, more than 150 reporters, politicians, and local residents showed up for our official announcement in Haymarket.

Our hope was to demonstrate that considerable planning had already gone into the project and that our intentions were serious. Bob Weis and his team presented artists' renderings and scale models of our preliminary plans. They depicted seven themed areas, which included a Presidents Square; recreations of a Native American village; a Civil War fort; Ellis Island, the immigrant port in New York; a turn-of-the-century factory town; a state fair; and a midwestern family farm. In fact, we revealed far too much too soon. As with all our major projects, we knew that this one would go through many versions in the course of our planning. But by publicly revealing a project that looked relatively complete, we opened ourselves up to every critic with different ideas about what a park based on American history should and should not include. We also left ourselves vulnerable to the claim that any changes we subsequently made were a response to outside pressures rather than a natural part of our own creative process and our commitment to excellence.

At the news conference, reporters focused on the issue of authenticity, and the degree to which Disney might be expected to whitewash or trivialize the country's history. Contrary to these expectations, we had no interest in telling a sanitized or sugarcoated story, not least because doing so would make the park less interesting and emotionally compelling for visitors. But our attempts to address these questions backfired. When Bob Weis was asked a question about the kind of park we had in mind, he offered a simple example. "We want to make you a Civil War soldier," he said. "We want to make you feel what it was like to be a slave, or what it was like to escape through the Underground Railroad." Within days, critics had seized on this statement as the height of presumption. "How could Disney possibly evoke the experience of slavery in a theme park?" one editorial writer demanded. I wished that Bob had phrased his answer more felicitously, but his point seemed to me a reasonable one. We had no intention of trying to replicate the experience of slavery for anyone. How could we? But we were committed to bringing history alive by telling emotionally compelling stories in dramatic ways. Somehow, we never successfully communicated that distinction. The more we tried, the more we stepped on our own toes.

A second line of questioning at the news conference focused on traditional concerns raised by any large-scale development, namely, its likely effect on such issues as local traffic, air pollution, and population density. Both Bob and Peter Rummell made it clear that we took these issues seriously. We fully intended to work with local officials to assure that we addressed local concerns and more than met environmental standards, as we'd done very successfully at Walt Disney World. But none of these questions seemed likely to abate soon. Instead, local opposition coalesced swiftly. Within five days of our announcement, more than a dozen of the wealthy owners of Virginia estates to the west of our site had met to organize their opposition to our project. The Piedmont Environmental Council and several local environmental groups also began speaking out against the project, vowing to fight to the end.

Despite these critics, much of the initial response was more encouraging. Governors Wilder and Allen strongly endorsed Disney's America at the press conference. Key state legislators and local officials, including the powerful chairwoman of the Prince William County Board of Supervisors, also expressed support. And despite the toughness and skepticism of the Washington Post's coverage, most of the media treated the announcement of Disney's America as an interesting, original, and ambitious undertaking. The initial New York Times article described the "utter exuberance" local residents felt about the project and made scant mention of potential opposition.

Bob Weis and his team were now finally free to solicit input from outside experts. In mid-December 1993, he and several other Imagineers flew to Washington to talk to leaders of several groups, including the Washington Indian Leadership Forum, the Congressional Black Caucus, the Virginia Historical Society, and the Smithsonian Institution. They received a uniformly warm reception, including offers of help. We also began seeking out historians as advisers. We saw ourselves as storytellers first and foremost. We needed experts to help us understand, interpret, and shape the dramas we hoped to portray. Although some prominent historians immediately took the position that an entertainment company like Disney shouldn't be dealing with history at all, others were more open-minded. If Disney intended to build a theme park devoted to American history, they told us, they were eager to try to ensure that we did so knowledgeably and responsibly.

Eric Foner, a professor of history at Columbia University and a scholar of nineteenth-century American History, had first contacted us in 1991 to raise concerns about an exhibit called Great Moments with Mr. Lincoln at Disneyland. Opened in the 1960s, the exhibit featured an Audio-Animatronic robot of Abe Lincoln giving a medley of several of his speeches. Foner's concern, having visited the exhibit, was that Lincoln's speech never mentioned slavery and that it failed to deal at all with the issue of race. We responded by inviting Foner to help us craft a more inclusive message for the narrator and for Lincoln - to be used at the Magic Kingdom's expanded Audio-Animatronic exhibit, the Hall of Presidents. He agreed. Where the original narrator had talked about "freedom and democracy" as the central ideals of the founding fathers, Foner worked with us to add the concept that such ideals represent "an unfinished agenda which challenges each generation of Americans, including our own." The poet Maya Angelou agreed to narrate the new show. We also added Bill Clinton to the exhibit as our forty-third president, and he agreed to record a short speech of his own, which the White House helped us to write. (I wrote four drafts myself. None sounded like the Gettysburg Address.) In the end, Foner's input made for a far more textured and powerful exhibit. Now he agreed to play a similar role in advising us on Disney's America.

Bob Weis and his deputy, Rick Rothschild, also met with James Horton, a prominent specialist in African American history at George Washington University who had initially expressed opposition to our project. After Horton heard firsthand about our intentions, he agreed to help craft the exhibit at Disney's America devoted to race. Properly designed, he later told a Washington Post reporter, "I am convinced that the Disney project can complement historical Washington and prove that serious history can be every bit as fascinating as fantasy and even more compelling."

On Saturday, January 15, 1994, we gathered the Disney's America team for an all-day meeting at one of the Imagineering buildings in Glendale. "The most difficult job," I told our group, "won't be to tell important stories about our history, or to deliver an enjoyable experience for our guests, but to achieve both these goals without having either one dilute the other." In our original plan, for example, we'd envisioned recreating a classic twentieth-century steel mill and then putting a roller-coaster through it. To do that, we began to understand, could trivialize and even demean the attempt to portray the steel mill realistically.

If we tried to mix theme park excitement directly with history, we weren't going to do either one justice. It was fine to create a Lewis and Clark raft ride, for example, but not to try to explain Manifest Destiny as part of the same experience. It was also important to tell stories like that of American soldiers - their role in defending and protecting our country - and to use our three-dimensional and multimedia tools to bring historical events alive. "What we need most of all is more edge and more depth," I said, toward the end of our meeting. "We need to keep working to create a day-long experience that makes our guests laugh and cry, feel proud of their country's strengths and angry about its shortcomings."

At the political and the grassroots level, support for our project grew. In February, a series of independently conducted polls showed that Virginians supported Disney's America by margins averaging 3 to 1. Under Mark Pacala's leadership, we also won over a growing percentage of community officials and local residents, who were attracted by the promise of twelve thousand new jobs and the substantial tax revenues the park would ultimately pay. Our critics from the Piedmont Environmental Council tried to minimize these figures, but even their own study concluded that Disney's America would generate at least $10 million a year in new state tax revenues and more than six thousand new jobs. These numbers had an effect at the state level as well. On March 14, 1994, with Governor Allen's strong support, the Virginia legislature approved a $140 million bond offering for highway improvements adjacent to the site and another $20 million to support a marketing campaign for Virginia historical tourist destinations, including our park.

None of this seemed to dampen the resolve of our opponents. Most important, several historians began raising the specter that our park threatened historical sites in the surrounding area, notably Manassas. The leader of these efforts was Richard Moe, president of the National Trust for Historic Preservation. In February, the New York Times came out editorially in opposition to Disney's America, arguing the same case that Moe was making. "Haymarket is not 42nd Street or Florida's piney woods," the Times wrote. "Putting a theme park there degrades a scenic and historic resource for a project that can be built elsewhere. As for parents who want to give their children history, let them - like generations before them - make the trip to Prince William County. Let them sit still at Manassas and listen for the presence of the dead."

In May, a group calling itself Protect Historic America was launched. Led by Moe, it included a prestigious group of historians, writers, and well-known public figures. On May 11, funded in part by supporters of the Piedmont Environmental Council, they held a press conference that featured several of their most prominent members. David McCullough, the best-selling author of Truman and host for Ken Burns's PBS series on the Civil War, described Disney's America as "a commercial blitzkrieg by the Panzer division of developers." He went on to liken the proposed building of our historical park to the Nazi takeover of Western Europe.

"We have so little that's authentic and real," McCullough said. "It's irrational, illogical, and enormously detrimental to attempt to create synthetic history by destroying real history." Moe warned that if Disney did manage to get the park built, the surrounding countryside would be "overrun, cheapened, and trivialized." The retired Yale historian C. Vann Woodward suggested that "it [is] pretty much taken for granted that Disney [will] misinterpret the past." And Roger Wilkins, a journalist and history professor, described our proposed park as nothing less than "a national calamity."

By any reasonable measure, this attack on Disney's America was dramatically overstated. But for our critics, the press conference served its purpose. Much like negative advertising in a political campaign, these incendiary claims were very effective in influencing public opinion and putting us further on the defensive. I was suddenly the captain of Exxon's Valdez. It no longer mattered that the park didn't really sit on a historic battlefield; or that by widening the highway that ran by our site we would be improving what had long been a nightmarish bottleneck for commuters; or that the road leading to Manassas already contained a dense, tacky strip mall development far more intrusive than the park we envisioned building. By the summer of 1994, opposing Disney's America had become a fashionable cause célèbre in the media centers of New York City and Washington, D.C. If people such as Arthur Schlesinger, John Kenneth Galbraith, and Bill Moyers opposed our plans, that was reason enough for others to join the fight.

Nonetheless, we kept pushing on, convinced that the best answer to our critics was to build a great park. Around the same time that the Protect Historic America group held its press conference, Bob Weis and his team were able to gather together a different, but equally impressive group of experts to meet with us at Walt Disney World, listen to our current plans for Disney's America, and offer their criticisms and their ideas. In addition to several academic historians, the attendees included James Billington, the Librarian of Congress; the Reverend Leo O'Donovan, the president of Georgetown University; Robert Wilburn, the president of Colonial Williamsburg; Sylvia Williams, director of the National Museum of African Art at the Smithsonian; and Rex Scouten, the chief curator at the White House.

We began by taking them on a tour of several Epcot exhibits with historical themes, ranging from The Making of Me, a film sponsored by Metropolitan Life that tells the story of human development from birth, to American Adventure, a twenty-five-minute Audio-Animatronics presentation that recounts the story of the founding of the country. After the tours, we sought their reactions. The gathered group turned out to be highly critical of American Adventure, which hadn't been significantly updated since it opened in 1982.

"My general impression is that it's not the America I know, neither from the scholarship nor from my own perspective," said George Sanchez, a history professor at the University of Michigan. "There's way too much that's ignored about American history.... So for me, my experience was very disjunctive." Others echoed his comments, several of them complaining that the exhibit seemed dated. More broadly, they voiced a criticism that we'd heard frequently in recent months. Disney, they argued, couldn't be trusted to depict American history in ways that were sufficiently complex, subtle, and inclusive. I was surprised by the intensity of their reaction, but not upset by it. Disney's America remained very much in the early planning stages, and the whole purpose of this meeting was to solicit more input and make it better.

"Entertainment doesn't have to be pablum, and it doesn't have to make you feel good," I said, when my turn came to respond. "Entertainment has to create an emotional response. It can make you laugh, it can make you cry, it can make you angry, it can make you sad. I don't disagree with 98 percent of what has been said here, but I do want to point out that Disney's America won't be a 25-minute experience like the American Adventure. The story we're going to try to tell at the park will take eight hours to deliver. It's going to be made up of fifteen or twenty different components. Each one will deal with a different aspect of the American experience. Disney's America has the potential to redefine The Walt Disney Company more than anything we've done. Our goal, when you finish an eight-hour day there, is that you'll have experienced an intelligent, entertaining, challenging view of America."

The next morning, a Sunday, we took our group of experts to see the Hall of Presidents. When we all reconvened at 11:00 a.m., I was prepared for another tough day. To my surprise, nearly every member of the group seemed to have been impressed and even moved by the Hall of Presidents. Plainly, the decision to enlist the help of a tough critic in Eric Foner a year earlier had made a difference. "Once you know what's wrong, it isn't difficult to make it right," I told the group. "We have the technology. We have the ability. We have the contacts. And we also have the commitment."

Midway into our second day, our participants began to believe that we were genuinely interested in their responses. They could see how personally involved we all were in the project, and that while Disney is obviously a profit-making entertainment company, that didn't preclude a sense of social responsibility or a willingness to engage intellectually with our critics. When we turned to the question of how to tell the story of immigration, I now felt comfortable saying that we were considering using the Muppets. Unusual as that might seem for such a complex subject, we were determined to make the exhibit accessible to children - in part by injecting some humor. If we had brought up this idea the day before, it might well have been dismissed out of hand. Now it sparked a rich, open discussion. Whereas the meeting had begun in a wary, adversarial spirit, it had slowly turned more collaborative. Suddenly, we had the benefit of highly knowledgeable partners in thinking about how to depict historical themes ranging from slavery to immigration in lively, novel ways without sacrificing depth or authenticity.

At the end of the day, Eric Foner captured what seemed to be a widely held sentiment among his colleagues. "Whatever you do is going to get criticism," he told our team, "but I'm convinced after this weekend that it is possible for Disney to do a job that will be entertaining, intellectually defensible, and satisfying not only to the company but to the rather critical-minded people who are in this room, and also to the vast public that you will be bringing in. I'm pretty persuaded that this park can be salutary for the country and that people leaving it will be stimulated to learn more and think more and read more about American history and visit more places."

I, too, felt reinvigorated about the project. "I hope that this is the beginning of our dialogue," I concluded. "We spent five years making The Lion King and still didn't have it completely right. But we got a lot closer. This park will change and evolve over the next several years, and we want it critiqued. It's much easier to change something in the planning stages than it is once it's built. So we like to hear it early, and directly. We're not experts and we're thick-skinned. This has been very valuable. It has stimulated a lot of ideas. It has refocused me, as I'm sure it has all of our people."

Two weeks later, over a weekend in late May, Jane and I took a two-day trip to Washington to visit a series of historical sites, including Mount Vernon, Monticello, and Montpelier - all landmarks of the American presidency. We walked the same grounds at Mount Vernon where Washington himself had pondered the future of the new nation. We saw the office at Monticello in which Thomas Jefferson wrote the Statute of Virginia for Religious Freedom and the bedroom in which he breathed his last breath - on Independence Day, 1826. We were reminded, walking through Montpelier, of the role that James Madison played in ratifying the Constitution. Our tour was full of beauty and inspiration, but there weren't crowds of fellow tourists. "You have to understand," James Rees, the director of Mount Vernon told us ruefully, "that presidents like Washington have become politically incorrect."

The sad truth is that the level of knowledge about American history among young people is nothing short of appalling. In a 1993 poll of 16,000 high school seniors, 80 percent could not explain the Emancipation Proclamation and nearly 60 percent had never heard of Teddy Roosevelt. In a second poll conducted among seventeen-year-olds, 60 percent could not identify the Dred Scott decision and 50 percent couldn't name the era in which Thomas Jefferson was president. Obviously, it is important to preserve authentic historic landmarks ranging from presidential homes to Civil War battlegrounds. But it is also critical to find ways to reinspire interest in these sites and the events they commemorate. The multimedia approach we envisioned for Disney's America was scarcely the whole answer, but we believed it had the potential to help.

When Jane and I returned to Washington, after our tour of presidential homes, we spent much of the next day at the U.S. Holocaust Memorial Museum. In contrast to the static exhibits at so many museums - including the three presidents' homes we had visited - this was a truly multimedia approach to history. The experience was at once horrifying and deeply affecting: a vivid, three-dimensional evocation of the genocide of more than 6 million people, among them many of my own European relatives. Especially moving was the room containing thousands of pairs of shoes that had been confiscated from Jews as they were about to be gassed to death. The powerful smell of leather made the experience even more immediate. Jane and I were affected as well by the museum's meticulous recreation of the process by which one town was transformed from a thriving, happy community to a barren one in which nearly all the residents were killed by the Nazis. The museum's creators used many of the dramatic tools and techniques that Walt Disney had pioneered - film, animation, music, voice-over narrative - in this case to recreate and evoke the horror of the Holocaust. These were the same tools that we intended to draw on for Disney's America.

In mid-June, I made another trip to Washington, this one an effort to respond directly to some of our critics, and to undertake some of the lobbying that I should have begun a year earlier. It wasn't going to be easy. At the prompting of the Virginia preservationists and the historians opposed to Disney's America, Senator Dale Bumpers was about to have his government subcommittee on public lands look into whether our project genuinely threatened any historical sites. Any public hearing was sure to create more negative media attention. In addition, Secretary of the Interior Bruce Babbitt was considering conducting his own investigation. I flew east feeling both defensive and righteously indignant at the campaign that had been launched against our project. The intensity of my emotions was a double-edged sword. On the one hand, it made me a more passionate advocate for Disney's America. On the other hand, in the heat of the battle, it also prompted me to say some things I would later wish I hadn't.

On the afternoon of June 13, I had a meeting with reporters and editors at the Washington Post. The paper's coverage, I believed, had been unduly one-sided and harsh, and I arrived with a chip on my shoulder - never a good idea. Instead of trying to present our case calmly and logically, I was flip and defiant, in part because I mistakenly assumed I was speaking on background and wouldn't be quoted directly. The next morning, the Post ran a front-page piece that recounted my comments at length.

Two of them especially made me cringe. The first was my response to the widespread criticism of our plans to build Disney's America. "I'm shocked," I was quoted as saying, "because I thought we were doing good. I expected to be taken around on people's shoulders." The second was my reaction to the historians who'd attacked the project so vitriolically. "I sat through many history classes where I read some of their stuff," my quote read, "and I didn't learn anything. It was pretty boring."

My comments made me sound not just smug and arrogant but like something of a Philistine. The quote about being carried around on people's shoulders was an unfortunate shorthand I used to describe my surprise and disappointment that Disney's effort to undertake something serious and substantive hadn't been more widely encouraged and embraced. The glib reference to historians was an irritated response to a group of people who I believed had attacked us unfairly, without making any real effort to understand what we were trying to do. It didn't matter that I was also inspired by my share of teachers, or that Disney sponsors the American Teacher Awards precisely to honor great teaching. That didn't qualify as news. Looking back, I realize how much my brief moment of intemperance undermined our cause.

Later in the week, I spent two days paying calls to senators, congressmen, and government officials, including Bruce Babbitt and Dale Bumpers, whose committee was set to begin hearings. I also met with Virginia senator John Warner, a Republican who, like his Democratic counterpart, Charles Robb, and most of the state's politicians, supported Disney's America. The following day I met with Tom Foley, then Speaker of the House, who brought together a dozen congressmen for a lunch. In the process, I discovered that the overwhelming majority of legislators were intrigued by Disney's America and opposed to involving the federal government in what was obviously a local dispute. Nonetheless, a week later Senator Bumpers held what was almost surely the first Senate Energy and National Resources subcommittee meeting in history to attract dozens of journalists and TV cameras, and some five hundred curious onlookers. It was beside the point that the majority of senators, Democrat and Republican, took our side. The event once again focused attention on the controversy over our project rather than on its substance.

For me, the saving grace that day was the blunt testimony by George Allen, the Virginia governor, who remained a staunch supporter of Disney's America. "I think I'm on solid ground in suggesting that Senator Bumpers' committee wouldn't have held a hearing if opposition to this park had not become a crusade among well-connected folks who don't want it located within 30 miles of their neighborhood," Allen began. "With all other arguments faltering, [these] opponents turned to historians who don't like the idea of history-based theme parks.... They have the same right as other Americans to express their points of view. But in arguing that this project ought to be blocked because they fear that The Walt Disney Company will not interpret history to their satisfaction, these folks are practicing censorship."

A week after my visit to Washington, Protect Historic America took out an ad in the New York Times which reprinted the Post's version of my quote about boring historians. The ad was headlined: "The Man Who Would Destroy American History." This time I could only laugh. (All right, I probably didn't laugh, but I didn't get as upset as Jane did.) Fairness seemed to have given way to polemics. As William Safire put it, succinctly addressing our critics: "Historians don't own history." I tried to take a conciliatory approach. "The concerns of thoughtful critics have helped us to refine our vision of what this park can be," I wrote in an op-ed piece for the Washington Post, a week after my visit there. "We will now go forward with our dream and hope our detractors can hold their fire and wait to judge us and our work on its merits."

Jane and I spent the Fourth of July at her parents' home in Jamestown, New York, for a large family reunion. Jane's grandmother, who lived with the family as Jane grew up, was herself the oldest of nine children. All of them were born in Sweden and six had emigrated to America in the early 1900s. This was a reunion of their children and grandchildren - Jane's cousins, nieces, and nephews - and it reminded me of The New Land, Jan Troell's powerful film about Swedish emigration to America. The second-generation Americans who made up Jane's family now lived all across the country. They had laid down roots and built successful careers, from teacher to airline pilot. Now, in the backyard of Jane's childhood home over Independence Day weekend, we were experiencing firsthand a version of the immigrant experience. For two days, I spent hours listening to the stories of Jane's relatives, many of whom I'd never met before. I was reminded once again of what had sparked my interest in building Disney's America.

The first event that seriously undermined my resolve was the bypass operation I underwent in mid-July. Before surgery, my plan had been to spend most of August in Aspen, but I was also excited about undertaking a series of short one- and two-day trips aimed at seeking further ideas for Disney's America. These included visits to Santa Fe, New Mexico, for the annual Pueblo Indian Dance Ritual; and to San Antonio, Texas, to see its widely touted Fiesta, Texas, regional theme park. I was also scheduled to visit Winston-Salem, North Carolina, for a meeting that Bob Weis's team had put together with Maya Angelou and a series of prominent black leaders and historians. In this case, the plan was to discuss how we intended to portray the African American experience at Disney's America. Obviously, I had to cancel all of these trips. Equally important, the operation left me with less strength to deal with the continuous opposition to the park. Even so, I remained determined to move forward.

On Friday, August 5 - exactly three weeks after surgery - I made my first visit to the office specifically to attend a lunch meeting about our progress on Disney's America. Jane came along as my chauffeur and traveling nurse. I listened to a report on each of the aspects of the park, and we spent some time discussing a possible name change to "Disney's American Celebration." Several members of our group felt that it was softer and less presumptuous. We also talked some more about a new round of protests that we knew our opponents had set for September, in Washington, and how we intended to respond. After ninety minutes, I was exhausted, but very happy to be back at work.

Much of my attention over the next few weeks was focused on resolving Jeffrey Katzenberg's situation. On August 29, six days after we announced Jeffrey's departure, I turned my attention back to Disney's America to attend a meeting reviewing updated financial projections for the park. Larry Murphy and Richard Nanula had been taking a hard new look at our numbers, in consultation with Mark Pacala and Peter Rummell. It was Peter who delivered their stunning conclusion. The new figures, he explained, showed that rather than the profit we'd previously projected for Disney's America, we were now facing the prospect of substantial losses. There were several explanations. First, the concerted efforts of our critics - which included raising a legal challenge to nearly every environmental approval we received - had forced us to spend far more than we anticipated on attorneys, land-use experts, and lobbyists. Largely as a result, our projected opening was going to be delayed by at least two years, which meant far higher carrying costs in the interim, and more spending to combat our opponents. Also, as we continued to refine and strengthen our vision of the park, adding attractions and exhibits, its projected cost had increased by nearly 40 percent.

These numbers were discouraging, but particularly so when Peter explained that projections for the park's revenues had been scaled back. "With the softness in attendance at our domestic parks and at Disneyland Paris, it looks like we might ultimately have to drop the price point for tickets at Disney's America," he explained. Finally, there was the issue of the length of the park's season. In our original model, the assumption had been that Disney's America would be closed for three months in the winter. Now that a dozen members of our team had spent a year living in the towns adjacent to our site, they had a different view. An eight-month season for the park seemed more realistic.

Unanticipated costs and obstacles are a part of any project. In this case, we simply had more than our share. Under ordinary circumstances, I would have sent our team back to conceive a scaled-down version of the park that made more economic sense. There was, after all, still reason for optimism. Mark Pacala's group won several more key zoning and environmental approvals in the summer and fall of 1994. On September 8, nearly ten thousand local supporters of Disney's America turned out for a country fair that we held in Prince William County Stadium to rally the troops and counter the critics.

I still believed that it was possible to get Disney's America built, but the question now was at what cost - not just financially but psychically. Frank's death, my bypass surgery, and Jeffrey's departure had resulted in a harrowing five months for the company. I still hadn't recovered my full strength. On September 15, after two weeks of soul-searching, we finally agreed that it wasn't fair to subject the company to more trauma. The issue was no longer who was right or wrong. We had lost the perception game. Largely through our own missteps, the Walt Disney Company had been effectively portrayed as an enemy of American history and a plunderer of sacred ground. The revised economic projections took the last bit of wind out of our sails. The cost of moving forward on Disney's America, we reluctantly concluded, finally outweighed the potential gain.

Having decided to give up the ship, we turned our attention to withdrawing in a way that avoided creating more ill will and left the door open to eventually building the park elsewhere. The key was to make peace with the historians who had so vocally opposed the project. I asked John Cooke, who was head of the Disney Channel but had consulted on the park from the start, to handle this mission. In addition to his passion for history, John was well connected in Washington. Among other relationships, he sat on the board of a Democratic policy group with Dick Moe, one of the earliest and most influential critics of Disney's America. John agreed to set up a meeting with Moe, and on September 19, they met for dinner in Washington, D.C.

"If we were to leave the site in Virginia," John began, "do you think that some of the historians would agree to attend a joint news conference and endorse our right to build the park in another location?" Moe responded encouragingly. John then asked whether some of the historians might agree to serve on a future advisory panel, helping Disney to further refine the content of a historical park. Again, Moe was positive. He also agreed to arrange a dinner in New York the following evening that would include David McCullough. That, too, went well. The following morning, John drove out to Princeton and had a successfull lunch with the historian James McPherson, yet a third prominent critic.

My plan was to confirm the decision to withdraw from Virginia to the board of directors at our regular meeting scheduled at the end of September. After that, we would share the decision with Governor Allen, our staunchest and most effective supporter, and with other local Virginia officials. Once again, however, our plans began to leak in the press. For Gov. Allen to read about our decision before we could share it with him directly was simply unacceptable. Instead, we decided to charter a plane and rush two of our Disney's America team - Mark Pacala and Bob Shinn, Peter Rummell's deputy - to see the governor in person.

Governor Allen was understandably dismayed by the news, but absorbed it calmly. At mid-meeting, an aide interrupted to say that reporters were gathering outside his door. The governor arranged for Pacala and Shinn to leave by a back door and then met with the reporters himself. To this day, I feel sorry that we couldn't give Gov. Allen more reasonable advance warning. By the next morning, September 28, the story was on the front page of the Washington Post. The war was over, but in the course of the battle we'd learned important lessons. A good idea never dies and I had no intention of giving up on a historical park permanently. In the meantime, there were plenty of other pressing challenges to occupy our immediate attention.