In the mid 1990s, Disney began an attraction improvements program - essentially an exercise in re-imagining the classic attractions like Pirates of the Caribbean and the Haunted Mansion, and dreaming up how they would be designed if they were built today. The goal wasn't to replace the original attractions, but rather to dream up new ideas that could be used in new parks or for other rides.

As part of this exercise, Imagineer Eddie Sotto came up with an idea for a Haunted Mansion in which guests wore 3D glasses. The New Orleans backstory would be heavily expanded, as the 3D glasses would be themed as masquerade masks. What this meant was that ghosts could fly up into the faces of guests, and all manner of other strange and spooky activity could be accomplished using screens mixed into physical sets and props.

Rather than an OmniMover system, guests would have sat in the trackless LPS vehicles developed for the Winnie the Pooh ride in Tokyo Disneyland. The ghost host would 'push' your doombuggy around the mansion, letting you sit at the dining table plagued by poltergeist activity, and even waltz with the ghosts in the ballroom.