ANAHEIM, Calif. -- If things had worked out differently, there would be a Disney theme park within a four-hour drive of Pittsburgh. Instead it's sitting in the former Disneyland parking lot in Anaheim, Calif.

In November 1993, the Walt Disney Co. announced plans to build a theme park in Northern Virginia that would celebrate Disney's America, complete with a roller coaster ride through a steel mill themed to the Industrial Revolution.

After a fight with Civil War battlefield preservationists, the project was scuttled, but some aspects of the park -- most notably a raft ride, which was to be Lewis & Clark-themed at Disney's America, and a de-emphasis on Disney characters -- survived in plans for Disney's California Adventure, which opened in 2001 next to Disneyland in Anaheim.

By adding a second park, Disney hoped to make Disneyland a multi-day tourist destination similar to Walt Disney World in Orlando, Fla.

But California Adventure has never quite lived up to expectations, drawing about 5.5 million visitors in 2008, according to Themed Entertainment Association/Economics Research Associates. That's less than half of the 14.7 million who bought tickets to Disneyland. California Adventure ranked No. 8 among all North American theme parks last year, behind the other Disney parks and Universal and SeaWorld parks in Orlando.

In October 2007, Disney announced plans for a $1.1 billion upgrade to California Adventure. During a visit earlier this year, signs of that makeover were apparent. The lake in the middle of the park's Paradise Pier section had been emptied and several boardwalk rides were closed. The Sun Wheel Ferris wheel has since reopened with the face of Mickey Mouse replacing the sun at the wheel's center. It's now called Mickey's Fun Wheel.

Most surprising for a secrecy-loving company like Disney, which rarely shares details of park improvements far in advance of their implementation, last year California Adventure opened Blue Sky Cellar, an exhibit dedicated to telling park visitors all about future plans. A companion Web site -- www.disneyscaliforniaadventure.com -- debuted this month.

"I don't know that it's a change in strategy," said Mary Niven, vice president of Disney's California Adventure Park. "Walt Disney Imagineers decided we had the opportunity here as we began to do this work and as phases open each year for the next three years to engage the guests who we know love to feel included in everything we do. We don't want to give away all the magic but engaging guests in the process helps to make sure we're developing designs and rides that resonate with the guests."

Earlier this month, Disney executives unveiled the first development that will come to fruition: "World of Color," a nighttime water show named after Walt Disney's first TV series. "World of Color" is the reason the lake was empty earlier this year: An acre of a superstructure and 1,200 programmable fountains are being installed for a spring 2010 premiere. The show will feature the world's largest water screen -- 50-feet high by 380-feet wide -- and scenes from animated Disney movies will be projected onto it.

Ms. Niven noted that each Disney park has a signature nighttime attraction (think: Disneyland's "Fantasmic;" EPCOT Center's "IllumiNations"). Currently, California Adventure recycles Disney's "Electrical Parade," updated from its days at Disneyland.

Ms. Niven would not acknowledge corporate disappointment with the company's first version of California Adventure -- "When Walt opened up Disneyland, he said it wouldn't be complete until there's no imagination left in the world," she said in a recent phone interview -- but the park will be largely remade over the next few years.

The entrance area will be redone to echo Disneyland's Main Street. California Adventure's Buena Vista Street will be themed to 1920s Los Angeles with storefronts changing from the current plastic-y, CityWalk look to more traditional California, Mission-style architecture.

Sidewalks and curbs will be added along with a Red Car Trolley that will run from the entrance back into the Hollywood Pictures Backlot (soon to be re-named Hollywoodland) toward the Twilight Zone Tower of Terror. A re-creation of the Carthay Circle Theatre, a grand L.A. movie palace razed in 1969, will be built in the plaza.

Already, the facades along Paradise Pier have been largely remodeled from a beach-style carnival to a Victorian-era boardwalk. Toy Story Midway Mania -- an interactive ride similar to getting whisked through a 3-D video game -- opened in the park's Paradise Pier section last summer.

Existing rides also are getting Disney-fied. When California Adventure opened, few attractions were themed to Disney properties or characters. A wild mouse coaster called Mulholland Madness will be re-themed Goofy's Sky School, a change representative of how Disney characters will grow in prominence while some of the generic California theming diminishes.

"Visitors wanted Disney-style attractions," Ms. Niven said, noting that Imagineers have been at work on both new rides and ways to update old attractions by "asking how we could make this feel new by linking it to our rich storytelling and characters."

The Golden Dreams Theater, once home to a movie about the history of California, is being demolished this summer to make way for a "Little Mermaid" ride, due to open in 2011

In addition to the Extreme Theme Park Makeover, California Adventure also will expand to add Cars Land, themed to the Pixar animated movie "Cars." (Pixar's chief creative office, John Lasseter -- director of "Cars," "Toy Story" and "A Bug's Life" -- serves as principal creative adviser to Walt Disney Imagineering.)

Scheduled to open in 2012, Cars Land will feature three rides, including the elaborate Radiator Springs Racers, which will use similar technology to EPCOT Center's Test Track ride. Tow Mater's Junkyard Jamboree is a spinning tractor and cart ride. Luigi's Roamin' Tires will be similar to Disneyland's 1960s-era Flying Saucers ride "on steroids," Ms. Niven said. "Think of an air hockey table: It's like sitting on the table and you're the hockey puck."

First Published: July 26, 2009, 8:00 a.m.