× Expand Illustration by Britt Spencer

Disneyland opened in 1955. By 1960, it’s rumored 500 cities, some as far away as South America and the Middle East, had courted Disney for a park. Ever a shrewd empire builder, Walt Disney decided to keep his pixie dust a rare and coveted thing: Let the people make a pilgrimage to the Magic Kingdom rather than exporting it like a cheap commodity.

Along with his hard nose for business, though, Disney had a mushy, nostalgic heart. He grew up in Missouri and was fixated on Mark Twain, riverboats, and the Mississippi, which is why, in 1964, he was in negotiations with the city to open America’s second Disneyland, on the St. Louis riverfront.

“They had a little boat ride that traveled along the river, a Lewis and Clark adventure,” says Mike Fazio, the animation/Disneyana director at L.A. auction house Profiles in History, which in 2015 auctioned off an original set of blueprints for what would have been called Riverfront Square. “What’s even more interesting is that several of the attractions ended up at Disneyland and Disney World: the Haunted Mansion, Pirates of the Caribbean, and Big Thunder Mountain Railroad.” (That crazy stretching elevator in the Mansion? It was created for the St. Louis park.)

Riverfront Square would have been contained in a five-story building between the Arch grounds and the old Busch Stadium. “Each story represented a different part of the park,” Fazio says. “They enclosed it so it could run year-round.”

The rest of the story we can sketch in thanks to Todd James Pierce of the Disney Institute. In 1962, the Civic Center Redevelopment Corporation, anticipating millions of visitors to the Arch, drew up plans for an outdoor mall with a theme of old St. Louis, including a riverboat-shaped silent movie theater with a faux paddlewheel called The Gilded Cage. They asked Disney to create a cinematic travelogue of St. Louis. But soon, Disney had his hands on the entire project, and that standard A&E district morphed into “Walt Disney’s Riverfront Square,” a grand homage to old St. Louis and New Orleans, with cartoons nowhere in sight.

What killed Riverfront Square? It’s said that August Busch Jr. stood up at a banquet the night before the deal was signed and said anyone who thought he could run a park in St. Louis without booze “should have his head examined.” Pierce says the truth is more complicated. Disney wanted the city to cough up $9 million for the building; it balked. And preservationists irked Disney when they accused him of building a cheap fake version of the old riverfront on the site where the real one had once stood. Disney the romantic sighed as Disney the businessman killed the deal—and headed to sunny Florida.