When Michael Eisner took the reins of the Walt Disney Company, he recognised the tremendous success Walt Disney World had as a vacation resort, and wanted to replicate that model at Disneyland California. Crucial to his massive expansion would be the construction of a second gate, but without the blessing of size in Florida, the Imagineers were going to have to do some creative thinking about where to place the new park. Michael Eisner approached the Imagineers for some ideas with one piece of direction; "Impress me."

Initials plans were for a west coast version of Epcot, known as Westcot, which would have gone on the Disneyland parking lot, where Disney's California Adventure is now located. Unfortunately, plans got more and more ambitious to the point where Westcot just wasn't financially feasible. Eisner put a halt to the plans, and instructed the Imagineers to think up something new.

At the same time as this, the Walt Disney Company had bought the Queen Mary and Spruce Goose which were on display in Long Beach, just a short drive from Disneyland, in a deal which had the goal of buying the Disneyland Hotel (Walt had sold the rights to the hotel to fund the park's construction). The Imagineers realised that these attractions could become the anchor of sea themed park on the Long Beach coast, solving the problem of the minimal land available in Anaheim. Eisner liked the idea, but didn't want to put all his eggs in one basket. He created two teams; one to design the sea themed park resort for Long Beach, a project known as Port Disney, and one to create a park for Anaheim. His plan was to play off the two city councils against each other and gain the most favourable terms for Disney.

Port Disney would contain a theme park, DisneySea, but so much more as well - it would have been a resort all of its own, linked to Disneyland with a dedicated Disney bus service to shuttle guests between them. Furthermore, the entire resort would be linked with its own monorail circuit, with stops at the hotels, retail areas and theme park. It was a $2.8 billion project, covering 414 acres and divided into two sections, Port Side and City Side, separated by Queensway Bay but connected by water taxis and the monorail.

City Side would contain the Marina Hotel near the Long Beach Convention Center and hold 700 mid-priced rooms, while the Shoreline Resort Hotel would have been a 400 room luxury hotel of suites and condos. The highlight of the Shoreline Resort Hotel would have been the adjacent Shoreline Aquatic Park, an ocean themed retail area of shops, restaurants, theatres and entertainments. The final hotel, the Tidelands Hotel, would be a 900 room resort with extensive grounds and landscapes with nature trails, bicycle paths and rock pools across a six acre site.

Port Side would have the flagship accommodation, the Port Hotel, would have been designed in an Italian, Mediterranean style - something that would fit in Portofino. With 500 rooms and suites, it would adjoin a small inlet for yachts and water taxis, themed with old fashioned sea ships and rustic docks. The Canal Hotel, with a massive 14000 rooms, would have been themed to Venice, with gondolas cruising the waterways between its buildings. With its own shopping mall, Italian restaurants, retail area and 150 slip marina, the Canal Hotel would have evoked northern Italy (in contrast to the Port Hotel's southern and central representation). After a redesign, the Canal Hotel was renamed the Regatta.

Port Side, the more fantasy of the two sections in contrast to the urban dynamism of City Side, would be centred around WorldPort - the hub of Port Disney. As well as transportation, dining and retail, WorldPort would have theme boats, pageants and special events. It would contain the Queen Mary luxury liner, moved 700 feet from its current location - although despite terming it an important visual icon of the project, Disney didn't really know what they were going to do with it.

Beyond WorldPort would be Disney's very own five-berth port - the west coast hub of the Disney Cruise Line offering routes north and south to Mexico, Alaska, San Francisco, Mazatlan, Ensenada and Seattle, making Long Beach the largest cruise terminal on the west coast. A 1,500 space parking structure and 250 slip public marina would complete the port, along with fishing piers, a promenade stretching all along the coast. A second, 17,000 space parking structure would block views of the ugly cargo port nearby.

But, of course, the jewel of Port Disney would be the DisneySea theme park.

The reasons were two fold; problems in Long Beach, and enticements from Anaheim to build the park there. The California Coastal Commission was the most ardent protestor, refusing to let Disney dredge and fill 250 acres of coaster water to gain the buildable land it needed for the project. Simultaneously, the Port of Long Beach, already one of the world's busiest, was worried the resort would disrupt its operations. Two versions of the park were developed - the first calling for 250 acres of landfill, the second asking only for 50 - both were rejected.

Meanwhile, the Anaheim City Council gave Disney an offer too good to refuse. They would part fund the construction of the Mickey & Friends parking structure to increase the areas capacity, give Disney an exclusive on/off ramp for the I5, reroute power and infrastructure lines, and set about a regeneration project for the area surrounding Disneyland Resort, which at the time was ugly and rundown.

Disney expected that one of the projects (Anaheim or Long Beach) would not go ahead. By showing interest in both areas simultaneously, Disney was able to negotiate incentives from the city councils in return for the economic boosts a new theme park would bring.