After the construction of Disneyland, Walt Disney publicly stated that he had no intentions of opening parks elsewhere. However, in March 1963, Disney met with the mayor of St. Louis to discuss plans for the construction of a new theme park in the riverfront area of St. Louis, which was undergoing a major redevelopment for the city's bicentennial. The park would have stood in the two city blocks north of Busch Stadium, which was being renovated at the same time. Disney had Imagineering draw up plans and design new attractions for the park.
For several reasons, plans for the park fell through. Disney may have been insulted after Augustus Busch, Jr. publicly called him crazy for thinking his park would succeed without selling liquor. By July 1965, Disney announced that plans for the park would not move forward, because of a dispute over the financing and ownership of the park, and Disney's desire to focus his attentions on Florida for what would become the construction of Walt Disney World.
Riverfront Square was to be entirely indoors, contained within a five-story building, allowing for year-round operation. An atrium would stretch to the ceiling, where artificial lighting would simulate weather and time-of-day. The costs for the park were projected at $40 million, with a targeted attendance of 25,000 visitors per day.
The entrance to the park would have been similar to Disneyland's Main Street, U.S.A., with one side of the street based on Old St. Louis, and the other based on Old New Orleans. Disney planned to utilize the Audio-Animatronic technology that had recently been developed by his company for the New York World's Fair. The top floor of the park would have housed a banquet hall, restaurant, lounge, and bar, overlooking the Mississippi River, in addition to having concession stands and shops throughout the park. Several classic Disneyland and Disney World attractions were originally conceived for the St. Louis park, including what would later become Pirates of the Caribbean, the Haunted Mansion, and a "Western Riverboat" ride, whose design was later incorporated into Big Thunder Mountain Railroad. In addition, the idea of an indoor Disney theme park would be returned to several decades later with the DisneyQuest concept.
Other planned attractions included:
- Lewis & Clark Adventure, a ride based on the travels of Lewis & Clark
- A ride based on folk legend Mike Fink
- A ride based on folk legend Davy Crocket
- An attraction based on the Meramec Caverns of Missouri
- Two Circarama theaters, at least one of which would show a film about St. Louis
- A bird room
- An explorable pirate ship
- An opera house
- A wishing well
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