Panoramic view west from Bull Run Mountains, with the Blue Ridge on the horizon and thousands of acres of farmland now protected by easements. It was here on the Bull Run’s eastern slope near Thoroughfare Gap that Disney had planned to put its them

Life on a Broad Run farm continues as it was before Disney.

ike a ghost, Disney's America—the theme park that almost, but never, was—hovers over the mists and rolling landscape of the Virginia Piedmont. Now, almost 15 years since the Walt Disney Company announced its controversial plans to create the theme park outside Haymarket, sparks still fly in Prince William County and rest of the Piedmont over the outcome of that intense fight. Indeed, it informs and shapes virtually every land-use debate where history, natural beauty, and rural values are at stake—not just in the Piedmont but around the country.

At the heart of the Disney dispute was whether Virginians really wanted their northern Piedmont to become like Orlando, the Florida city whose sprawling growth was ignited and fueled by Disney World. But, in retrospect, would the region have been better off with Disney than with the 3,200-home residential community called Dominion Valley Country Club that is now rising in its stead? How much more—or less—urban sprawl and congestion would there have been had Disney prevailed? Is the region better—or worse—off economically without the Magic Kingdom?

Those arguments still linger as growth and sprawl continue to push relentlessly westward from Washington—bringing more of the very congestion that Disney opponents predicted would accompany Mickey Mouse. In the last 10 years, Prince William County alone has added 100,000 new residents, including thousands of families who have settled in the Gainesville and Haymarket areas just east of what would have been the Disney project. The truth is that enormous pressures for development are inevitable at the edges of any rapidly growing urban metropolis such as Washington. The more relevant question today is how residents of the still semi-rural Piedmont can best cope with those pressures for growth. As it turned out, the Disney fight itself actually revealed some promising answers.

The least anticipated result of the struggle that ended with Disney’s 1994 withdrawal is that the victory itself spawned a new political phenomenon: the rise of a broad-based, determined, skilled grassroots conservation movement. Since Disney, newly organized and highly experienced citizen activists in Prince William County and throughout the Piedmont have been reshaping Virginia politics from the statehouse to the courthouse. Their efforts today are yielding results and offer renewed hope about prospects for preserving much of the historic character and scenic landscapes that for centuries have distinguished Virginia’s northern Piedmont, the rolling land that lies between the falls of the Potomac River and the Blue Ridge Mountains.

THE OLD WAVELAND PLANTATION spreads out over 3,000 acres of rolling farmland bordering the Bull Run Mountains, just north and west of the strategic intersection of Route 66 and Highway 15. At that location, Disney planned to build a 200-acre, $650 million history theme park, at which visitors “could get a taste of what life was like during the Civil and Revolutionary Wars,” as well as vicariously experience other memorable moments in American history on an Industrial Revolution roller coaster or a Lewis and Clark raft ride. At night, fireworks would have lit the countryside. Although the controversy focused on the theme park itself, it was in reality only a powerful magnet at the heart of a huge real estate development. Dwarfing the theme park, Disney had dedicated more than 2,000 acres to the development of high-rise condominiums and office space, shopping malls with 2 million square feet of commercial space, resort hotels with 1,300 rooms, golf courses, a campground and as many as 6,000 units of housing. The total effect would have been to create a new “edge city”, akin to Tysons Corner—or bigger.

Dazzled by visions of what Mickey Mouse could deliver in jobs and tax revenue, then-Governor George Allen and the Virginia state legislature quickly sealed the deal by anteing up $163 million of taxpayers’ money to pay for roads and other infrastructure.

A bruising nine-month battle ensued. It pitted neighbor against neighbor; historians, environmentalists, and conservationists against developers, speculators, and earnest citizens who hoped for summer jobs for their children and tax relief from the burden of paying for schools and community services for fast multiplying suburban housing. In the end, Disney abandoned the project, for reasons that we will explore later.

Instead, Toll Brothers, the nation’s largest builder of luxury homes, bought most of Disney’s land and now is developing Dominion Valley Country Club, a gated residential community that will eventually contain 3,200 homes, commercial shopping, and four new public schools, for which Toll Brothers proffered the land. The builders proudly highlight their project’s array of recreational amenities, including two championship 18-hole golf courses, 17 miles of horseback riding, biking and hiking trails, many athletic fields, state-of-the-art gymnasiums, as well as indoor and outdoor swimming pools. Toll Brothers also paid $13 million to widen Highway 15 outside of Dominion Valley and paid for adding baseball and soccer fields to the existing Sudley Park and Long Park.

The western end of Disney’s hoped-for domain remains rural at this time with a 600-acre Boy Scout campground and conference center, and with the Silver Lake recreation area dedicated by Toll Brothers to public use. The new community itself already contains a pleasing variety of well-sited, nicely landscaped luxury homes, ranging in price from $400,000 to more than $800,000. Bubbling streams, quiet lakes, and lovely views of the Bull Run Mountains enhance the setting.

Dominion Valley already strains highways and roads intersecting the development. Yet the impact of Dominion Valley pales besides the stresses that Disney, with its estimated 6 million annual visitors, would have imposed on the region and its resources. A national urban planning firm calculated that within 10 years the collateral growth generated by Disney’s America would have overwhelmed the Piedmont much as Disney World has spawned endless development around Orlando in Florida. It was that concern more than anything else that sustained the fight against Disney in Virginia.

AFTER DISNEY WITHDREW from the fray, then-Disney chairman Michael Eisner attributed the company’s defeat to the power and money of the Mellons, Duponts, and Harrimans who had homes in the Piedmont. Eisner’s stereotyped concept of the Piedmont—as a fox-hunting retreat for the super rich—was ill-informed. He simply did not understand the region or its diverse population. Its significance in history escaped him—and why historians and Civil War enthusiasts throughout the country would later rally to provide the decisive support to defeat a threat to the integrity of one of the nation’s special places of hallowed ground. Most important, Eisner did not factor in the talent and skills of the residents of the Piedmont’s towns and countryside, nor did he fathom the depth of their commitment to defend a place that most had with forethought chosen to call home.

All that talent and commitment were urgently needed after Disney struck in a real estate play, Pearl Harbor style. Acting with total secrecy and in corporate disguise, Disney executives secured options to buy the site outside Haymarket, and started lining up support from Governor Allen and top state and local officials. The Disney announcement in November 1993 took the region by total surprise. With Prince William officials envisioning an economic bonanza to bail out their budget-strapped government, rapid approval of the Disney plan appeared likely. The Washington Post reported mostly cheers of approval with few voices of dissent.

Five days after Disney unveiled its plan, worried Piedmont residents jammed into Grace Episcopal Church in The Plains to discuss what, if anything, they should do about Disney. At the meeting called by the Piedmont Environmental Council (PEC), handwringing and indecision faded as Georgia Herbert spoke of the challenge. “I don’t know how yet, but we will beat Disney,” said Herbert, whose Beverley family had lived at Avenel farm outside The Plains for almost 200 years. As chairman of the Fauquier Board of Supervisors, and as a lawyer, she had advocated land conservation. From her porch, Herbert could point to the spot where Lee and Longstreet had camped outside her home before marching the following day through Thoroughfare Gap to the Battle of Second Manassas.

At the hastily called meeting, retired advertising executive Bill Backer suggested as a slogan “Disney, Take a Second Look” for an instant advertising campaign that was rolled out on a shoestring budget. Its intent was to slow down the Disney juggernaut long enough for a careful consideration of its proposal and to allow time for opposition to jell.

As a creative director at McCann Erickson, Backer had boosted Coca-Cola sales with such advertising slogans as “It’s the Real Thing.” Until the Disney fight, he had been only a nominal, mildly interested, dues-paying PEC member. Since then, Backer has become an avid activist, participating in virtually every issue confronting the Piedmont, including the present battle to prevent Dominion Power from running skyscraper-high transmission lines through miles of scenic land now protected by conservation easements.

Backer is just one of scores of talented Piedmont residents who were first energized by Disney and now lend their time not only to the PEC but to many other citizen organizations that either first sprang to life or matured during the Disney fight.

In 1993 BD (Before Disney), the PEC was a relatively small but effective environmental and land conservation organization with a staff of nine, a budget of $350,000 a year, and about 1,000 members. It had never faced a project as daunting as Disney and was ill prepared to take on the challenge.

At that critical moment, 28-year-old Christopher Miller came on the scene. As a freshly minted lawyer with a background in environmental science, Miller was eager to take on Disney. Hiking with his wife Katie in the Bull Run Mountains, Miller was moved by the Piedmont’s scenic beauty. He thought it was exactly the special kind of place for which all the environmental laws had been enacted to protect. As a second-year associate at Beveridge and Diamond, Washington’s largest environmental law firm, Miller urged his superiors to represent the PEC, a paying client with the need for a lot of legal advice. When his law firm, hoping instead to land Disney as a client, declined Miller’s proposal, he quit and offered his services to the PEC at half his law firm salary. “I had expected to represent corporate America,” said Miller, “but I decided right then I wasn’t going to spend the rest of my life only defending polluters.”