By Steven Vagnini

This story was originally published in the Summer 2010 issue of Disney twenty-three. If you like what you read, become a D23 Gold Member to receive the Disney twenty-three quarterly publication for more fascinating stories about all the worlds of Disney.

Imagine living at Walt Disney World years before construction on the property even began. Here’s the story of the family who did just that, back when the Resort was but a twinkle in Walt’s eye.

The moon casts its spellbinding light into the bedroom window as the sounds of crickets and other swamp bugs resonate through the humid air. Stepping outside onto the back porch, you find yourself hidden in the shadows cast by hundreds of trees in an impenetrable wilderness.

This was no ordinary house, nor an ordinary place. In the years to come, this lonely swath of swampland would become the Walt Disney World Resort. But years before the turrets of Cinderella Castle soared into the infinite blue of the Orlando sky, Philip N. Smith and his family called this place home.

One of the least known and most intriguing chapters of the Walt Disney World story began in 1963, when Smith received a phone call from Hal Butts, a former law school colleague. Butts worked for the Miami-based law firm of Helliwell, Melrose, and DeWolf, and asked Smith if he’d be interested in a new opening at the firm. “I interviewed, and Tom DeWolf offered me a position,” Smith explained. “Instead, I chose to take a position in the General Counsel’s Office of the Panama Canal Company.”

Although he turned down the offer, Smith had impressed DeWolf enough that the law firm flew the University of Miami graduate back from Panama in the fall of 1965 to interview him for a house counsel position. By this time, the firm had bewildered the Sunshine State with its acquisition of thousands of acres of Central Florida swampland for a mystery project. “But they couldn’t tell me who was purchasing the land because they hadn’t made the announcement yet,” Smith remembered.

He returned to Panama with his interest piqued. Attempting to discover who was behind the project, he scoured lawyer directories from northeastern states (not thinking to check California’s.) Then, on a memorable October day, Smith read the now-famous headline in a Florida newspaper, “We Say: ‘Mystery’ Industry Is Disney.” Smith excitedly accepted the Florida position and arrived in Miami on November 8, 1965.

One week later, Walt Disney, his brother Roy, and Governor Haydon Burns came to the newly energized town of Orlando to announce preliminary plans for their yet unnamed Florida project. How would you like to have been Phil Smith that evening, sitting across from Walt at a ceremonial dinner? “It was really a thrill,” Smith said. “Here I was, the new kid on the block, and I’m dining with Walt Disney.”

Although Walt had carefully surveyed the central Florida acreage by low-flying plane, he wouldn’t explore his company’s five-million-dollar purchase by foot until that November visit. With the help of a specially graded road that allowed access to Bay Lake, Walt, Smith, and a band of executives spent hours traversing the vast virgin land that would become the foundation for the creative genius’ most daring visions.

The following February, Smith opened Disney’s downtown Orlando office, marked with the name “Compass East Corporation,” the original name for the Walt Disney World Company. Smith, the first Cast Member of the Resort, handled a spectrum of legal concerns vital to the land’s development.

But with hard work came a once-in-a-lifetime opportunity. Just north of Black Lake, on one of the purchased land parcels on the property’s eastern end, was a ranch-style house formerly owned by Carl Bronson, a member of a highly influential Florida family. Walt and his staff stopped to rest on the structure’s front porch during their November visit, but little did Smith expect Bob Foster, the chief architect of Disney’s land acquisition, to invite the young lawyer to live there as its resident counsel.

“He thought it would be a good idea to have somebody located on the property,” Smith recounted. And so in June 1966, the Smiths packed up and moved to the isolated acres that would soon be home to Walt Disney World, which at the time was more like Thoreau’s Walden than any sort of resort destination. “But it was nice for the kids,” Smith continued, “because they certainly had plenty of room to play.”

The Move to Nowhere
How did it feel to move out to the middle of nowhere? “Lonely,” Phil’s wife, Gwen, once said. “Lucky,” Smith countered.

The Smiths’ new home was situated near the eventual site of the Lake Buena Vista Club and what is now Disney’s Saratoga Springs Resort & Spa. Aside from a handful of nearby houses outside the Disney property, the family lived in virtual isolation. “It felt a little strange out there. So absolutely quiet at night. And just as dark as sin,” Smith once described. Shopping and errands would have to be done miles away, in cities like Winter Garden.

The site might also have proved inconvenient for those attending the Smiths’ backyard wedding reception. But it also made for some laughs. “Since it was so far out in the middle of nowhere,” Smith said with a smile, “we posted a sign leading up to the house that read, ‘Would you believe?’ and it pointed in the direction of our home!” Two unlit dirt roads, connecting to the main county road, were the only access points to the sole habitable structure on the 43-square-mile landscape.

Despite its remoteness, the Smiths’ rent-free residence—which included three bedrooms, living and family rooms, a terrazzo-floored kitchen, laundry room, garage, and gorgeous lake view—treated the family well.

At least most of the time. While Smith worked in the Orlando office some 15 miles away, Gwen faced unsettling incidents back home, where she took care of Chris, age 3, and Jeanie, 4. Take, for instance, the old airplane hangar and accompanying airstrip next door: You might imagine how shocked she was when she found the Highway Patrol landing its plane in her backyard.

The Smiths also welcomed a few new family members onto their land. Using a nearby shed as a stall, the family adopted a horse and two Mexican burros from Frank Hubbard, who managed the prominent Hubbard Construction Company. “We used to ride the horse, and every once in a while, one of the burros would get out of the fenced area. We had a heck of a time trying to get it back!” Smith laughed.

Keepers of the Kingdom
Endless expanses of trees. Knee-deep swamps. Fields of orange groves. Stretches of pastureland.  These words only begin to describe the 27,443 acres of rustic land that the Smiths called their backyard. “We used to go to different parts of the property just to see it,” Smith remembered. “And down into the south end, there were some beautiful hummocks with hardwood trees.”

After Disney’s purchase of Riles Island, which was formerly owned by a group of local campers, the Smiths made weekend rowboat trips to picnic in the natural wonderland. If this island sounds familiar, you’ve probably guessed its eventual incarnation: Discovery Island.

Knowing the ins and outs of the landscape better than anyone else, Smith hosted key executives on a property twice the size of Manhattan, throwing back-porch parties and leading wild Jeep rides across the rugged terrain. On one particular Thanksgiving, Donn Tatum, a member of the board of directors and soon-to-be president of Walt Disney Productions, joined the Smiths for a holiday dinner on a float boat on Bay Lake.

But a particularly harrowing experience took place when Smith chauffeured Walt, his wife, Lillian, and a potential CalArts beneficiary from the airport: “At one point, we suddenly hit a low place in the road and all of us bounced off the ceiling of the car,” Smith explained. “It was terrible! There wasn’t much said the rest of the way but later, Joe Potter [who oversaw construction of the property’s infrastructure as vice president of Florida Planning] came up to me and said, ‘I don’t know, but you may be in trouble.’ It was probably one of the worst nights I’ve ever spent.”

The next day, everyone who had heard of the incident kept their distance from Smith. “But when Walt came into the office, he patted me on the shoulder and said, ‘Hey, don’t worry about last night. These other people get more excited about things like that than I do.’” Smith was more than relieved when it came time for Walt to return to the airport: “When we were deciding who would ride with whom, Walt volunteered to ride with me—but the ladies didn’t!”

In later years, Smith worked next to Roy O. Disney’s Florida office in the original Walt Disney World administration building. “Roy was just the nicest, most down-to-earth, fatherly kind of person,” Smith gushed, remembering the time he hosted the Disney leader and his wife, Edna, for dinner. “At one point he gave me a Klaxon for my MG Midget, which he really enjoyed taking rides in.”

Back to the Real World
In November 1968, after two years of calling the Disney property home, the Smiths gave up the best backyard they could ask for and moved to the nearby town of Windermere. Smith continued to head the legal department until 1985, then became Senior Vice President of Administration and Support. The very first Walt Disney World Cast Member retired in December 1992, and made the occasional trip to the old homestead. “It has grown so much,” Smith reflected. “When I go out there anymore, I don’t know where I am half the time… there are so many roads!”

Smith passed away in February 2016 at age 83, after years of cherishing memories of the early days. “I don’t think anyone else—or few people—have gone through what I have, seeing this thing from nothing to what it is now. What an experience!”

By Steven Vagnini

Many have likened this mystery to a James Bond thriller. Or, as Disney Legend Joe Potter put it, “a real Perry Mason.” While the “secret agent” of the mid-1960s land acquisition of parcels that would one day comprise the Walt Disney World Resort may not be the star of a popular film or television series, Walt spearheaded a project so vast that many have wondered what really happened behind the closed doors of the planning rooms and through the Orlando forests nearly a half-century ago.

“Well, that’s the place—Florida.” —Walt Disney

It’s a story of pseudonyms, countless trips to landowners across the U.S., and even—would you believe—“the best darn mule in all Tennessee.” The story of the great land acquisition could only be told properly with the help of our hero, Robert Price Foster, who joins us to look back fondly on this mystifying era. To the Walt Disney World enthusiast, it’s an exciting tale that reveals incredible history behind each parcel of property that today hosts world-class attractions and resorts. Bob’s stories illuminate the simplest and most personal decisions by Walter Elias Disney that would profoundly influence the “whole new Disney World” that would eventually open without him.

From a media standpoint, the story is generally known by Central Floridians who were immersed in the great buzz that erupted over the identity of the “mystery industry” that, with its seemingly endless acquisitions of large tracts of land, continually bewildered the state. But it was Bob and his few associates who worked tirelessly on this top-secret “Project X” to secure enough acres of property to fulfill their leader’s dream of a “Disneyland East,” whatever it would one day constitute.

“Buy a lot of land…”
Silence overtook the passengers of the Grumman Gulfstream I as they left New Orleans for Burbank, California. The crew had just completed a bird’s-eye tour of such east coast sites as St. Louis, Niagara Falls, and locations in Florida. When he’d worked for the Stanford Research Institute, Harrison “Buzz” Price had helped Walt and Roy handpick ideal locations for Disneyland in 1953. Walt encouraged Buzz to form his own firm, and in 1958, Buzz founded Economic Research Associates; three years later, he determined that Central Florida was the optimal location for an “East Coast Disneyland.” So in November 1963, Walt, his daughter Sharon, son-in-law Bob Brown, and an entourage of executives used the company plane to tour that area. The team had landed in Tampa and driven through the center of the state toward Ocala, exploring the area’s groves, scrub forests, and grazing lands.

Despite his attempt to preserve the secrecy of the mission, Walt was recognized by locals. “He responded by vigorously denying ever knowing anyone by the name of Disney,” Bob Foster tells D23 with a smile. “The real highlight of the trip, however, was the low altitude flight along the Florida coastline.” Satisfied with their tour, the team stopped to refuel in New Orleans. There the company leader learned that President John F. Kennedy had been shot.

Walt broke the silence on the plane before it landed back in Burbank. “Well, that’s the place—Florida.”

“What does a fellow do—how does he react and what does he say—when called into his boss’s office and asked if he will go into the hinterlands and, in a quiet manner, surreptitiously buy a piece of real estate?” Bob reflects, recalling a meeting held later in November 1963 with Roy O. Disney and a group of Walt Disney Productions vice presidents. “A big piece of real estate, somewhere between 5,000 and 10,000 acres.” The young attorney, who served as Assistant Secretary and Counsel for Disneyland (and for Walt and Roy), was now appointed to initiate the latest in a series of radical dreams by his company’s namesake. Put simply, the mandate was “to buy a lot of land” in Central Florida.

Thus began a project so secretive, even within the company, that it would be referred to as “Project X” by the “select seven” official insiders who knew of it at the time: Disney leaders Card Walker, Donn Tatum, Jack Sayers, Larry Tyron, Mel Melton, Joe Fowler, and Bob Foster.

By April 1964, Bob was ready to move forward with the acquisition process. Having spent the prior months poring through published land ownership information, directories, and road maps, he’d gathered enough intelligence regarding sites offering adequate size, access to major roadways, and attractive indigenous vegetation. The Company’s boardroom was covered wall to wall, ceiling to floor, with a geodetic survey map of the entire Central Florida region. “I had estimated I could accomplish the land acquisition in six months,” he continues. Eighteen months later, Bob was still commuting regularly to the Sunshine State.

Hello, Central Florida
Walt and Bob smiled at each other and exchanged winks on a cold, windy morning in New York. In just a few days, the 1964–65 World’s Fair would host some of WED Enterprises’ most innovative experiences to date. But it was on this day that Bob traveled south to Miami to meet with the law firm of Helliwell, Melrose, and DeWolf to begin an operation that would catalyze “the most exciting and challenging project ever tackled by Walt Disney Productions.”

“I explained to Paul Helliwell that I represented a large corporate client, public, on the New York Stock Exchange, who was interested in acquiring a large parcel of land,” Bob shares. The firm recommended consultant Roy Hawkins, a World War I veteran who was well experienced in Florida real estate. It was in his first exchange with Hawkins that Robert Price Foster shed his last name and became thereafter known as “Bob Price” so as not to be traced to Walt Disney Productions. The use of a pseudonym wasn’t only reserved to Bob; Roy O. Disney would later register in Miami’s Dupont Plaza Hotel as “Roy Davis.” It matched the initials on his luggage.

With his allies at work in South Florida, Bob began his trip up the state, scouting several proposed locations. Not wanting to draw unnecessary attention to himself, Bob had been coached on phonetics. For instance, he could pronounce “Toe-hope-a-ka-loga” (as in, the Florida lake). “But my fragile facade was broken when a service station attendant volunteered, ‘You ain’t a native. Where you from?’” Bob had goofed. He had asked how far it was to “Kiss-a-me” (Kissimmee), as opposed to “Ka-sim-ee.” “My first lesson on the rules of behavior: Listen, don’t talk.”

After passing several remote locations—most of which were flat and uninteresting—Bob arrived just south of Orlando, in an area that included an attractive tract of land owned by a pair of cousins and an associate. “The sandy soil tested the limits of a four-wheel drive jeep as we scouted the property north to south, east to west, Bay Lake to Reedy Creek, high land to low land,” Bob remembers. Today, these 12,400 acres are home to the Magic Kingdom, Epcot, and Disney’s Hollywood Studios resort areas.

Every Parcel Tells a Story

“But based on the ownership and title information we had reviewed, this property would be an absolute nightmare to acquire,” Bob recalls. Many parcels of land within this acreage, known as outages, were owned by a variety of other individuals. They had been subdivided into five-acre lots in 1912 and 1913 and sold by a gentleman named Mr. Munger through a mail order operation. “This subdivision was apparently performed by a draftsman who had likely never seen the property.”

As you can imagine, Bob really wanted to avoid the property. In a May 1964 presentation to Walt, Roy, and the committee, Bob presented the various tracts, strongly suggesting they consider an area located near Daytona Beach. “Then came the unequivocal sign of Walt’s disapproval—no words, no gestures, just an arched eyebrow,” Bob remembers. “Walt’s only comment was, ‘Bob, what the hell are you doing way up there?’”

Bob had moved too far north, out of the “temperate zone.”

“My Florida associates and I had given our best efforts to avoid the situation that had now developed!” he says, laughing. But after nearly 12 hours with the land owners, Bob and company agreed on the purchase for the 12,400 acres.

Every Parcel Tells a Story
It took only 12 words to double Bob’s task. In a status review meeting, Walt approached the map and pointed to a 2,500-acre tract of land near the I-4 and 535 interchange. It was the heart of the dreaded Munger subdivision and an area that Bob by no means intended to recommend. “Walt said, ‘This is where we can do some development of a conventional nature.’

“That comment extended for a full year a land acquisition program that, until that moment, was nearing completion!” Bob says of the property that would later encompass the Lake Buena Vista community (which Bob named after the street address of The Walt Disney Studios). Running a boiler room operation with the Florida Ranchlands real estate firm for more than half a year, Bob and his Miami colleagues were able to purchase between 60 and 65 more parcels of land and forge relationships with 30 to 40 additional owners that would prove beneficial in months ahead.

“All of the options we had taken on larger tracts were in Helliwell’s name,” Bob explains. “And so to relieve him as the prolific generator of rumors that he had become, we created a family of corporations as repositories of titles to our purchases.” These corporations included Reedy Creek Ranch Lands, Bay Lake Properties, Inc., Ayefour Corporation, Latin American Development and Management Corporation, and Tomahawk Properties, Inc.

To acquire all of this new land, Bob toured the country to negotiate with owners in California, Texas, Rhode Island and Pennsylvania, among other states. Many owners had never seen their plot of land in Florida before; many had never even been to the state. “The stories of how they came to own the property were fascinating, sometimes unbelievable, but always rewarding, making each trip worthwhile,” Bob says with a grin.

“The most memorable visit with a property owner was in the Appalachian Mountains of Tennessee,” Bob reveals. This particular owner of a Munger lot greeted the counsel at his house at 7:00 in the morning. “By 9:00, I had sampled my host’s wild cherry wine with a generous portion of upside-down cake, had been treated to a session of self-taught banjo, and shared his pride in his ownership of a white mule that was ‘the best damned mule in all of Tennessee.’ But when I left I still had not bought—and never did buy—that sorry piece of real estate that he had acquired from an uncle in trade for a cultivator and another mule. I must admit total failure, but if I only had a mule…”

One of the last major pieces of land to be assured was 7,600 acres of enormous virgin cypress, oak, maple, and bay trees in Osceola County that was owned by State Senator Irlo Bronson for his cattle-ranching operation. “The Senator’s ways of doing business were difficult to explain in Burbank,” Bob says. “He dealt on handshakes.” After several visits to the senator and his temperamental dog, Homer, the land was finally acquired.

The Whodunit Begins
By May 1965, the sleepy communities of Central Florida were well aware of the dozens of tracts of land changing hands near the Orange–Osceola county border. Local papers buzzed with headlines: “$1.5 million paid in big land deal.” “Two more large tracts sold: New facility to provide 5,000 jobs.” And “We know we’ll get it, but we don’t know what.” Serious rumors encompassed the state as more and more acreage was purchased, yielding the nametag “mystery industry” to one of the best-kept secrets in business history. Speculators argued the industry’s identity for over a year, with names from Lockheed to Ford Motor to Howard Hughes tossed around. Walt Disney was mentioned several times.

“Reporter Charlie Wadsworth’s ‘Hush Puppies’ column kept us in the news,” Bob remembers. “Although I made a concerted effort to stay out of Orlando, Charlie would no doubt consider himself a failure if he knew how many times I was shoved into the coat closet and out the side door of Florida Ranchlands’ office as he entered from the front, or I was hustled across the street to avoid an encounter with his prodding inquiries.”

Bob would often take advantage of a Friday return trip to California by first stopping to visit his mother, who resided in Kansas City. The trip required a stop in St. Louis. “At least on a couple of occasions, I did not conceal the fact that I was flying to that city,” Bob grins. “It was not surprising when McDonnell Aircraft, headquartered in St. Louis, was soon identified (on reliable authority) as being the mystery industry.”

The master of subtle suggestion, however, was Roy Hawkins. While on a trip with his wife to Seattle, Roy picked up a series of postcards that featured the prominent industry, Boeing Aircraft. “So Roy would just send a few postcards to let the folks know they were remembered,” Bob says. “The rumor mill proved to be as prompt as the postal service in publishing on good authority that the mystery industry was Boeing!”

Ms. Bavar’s Revelation
On October 24, 1965, Bob Foster and Bob Jackson (of WED Enterprises, the forerunner of Walt Disney Imagineering) stepped off the elevator at 8:00 in the morning to meet General Joe Potter in the lobby of an Orlando hotel. Now that the majority of purchases had been completed, the three men were in town to select a site for the November 15 announcement that Disney was the mystery industry. Joe turned to face the pair, holding before him that day’s issue of The Orlando Sentinel. It featured the banner headline, “We Say: Mystery Industry is Disney.”

The shrewd Emily Bavar, a writer for the Sentinel, had met with Walt earlier that fall at the Studio when editors of major newspapers were invited for a visit. As Bob remembers, “Ms. Bavar had asked Walt if it was Disney that was buying all that land. As Walt related the incident to us, he gave an evasive answer and passed it off. Bavar read the reply as not being a denial, and opted to consider it an admission.”

Bavar wrote, “In talking to Disney, it became immediately apparent he had watched the eastern United States with interest and speculation.” Supposedly, Walt demonstrated how familiar he was with tourist figures and offered climate and population reasons as to why Florida would be unsuitable as a site for an amusement enterprise. That’s an awful lot of knowledge for a man who was not interested in purchasing land in Central Florida. “There is only one Disneyland,” and Walt reportedly added, “…as such.”

With the blessing of Walt Disney Productions, Florida Governor Haydon Burns announced the following day that this was indeed Disney’s land. In the days leading up to the November press conference, sheer excitement filled the Florida air as officials heralded the announcement as “the most important in Florida’s history.” Perhaps Burns summed it up best when he explained, “It left [the business community] breathless and transported them into a dreamland from whence they could see nothing but unparalleled economic returns.” At last, the great mystery was solved. The acquisition process took roughly 18 months, and in the end, more than 27,440 acres of land were purchased at an average price of $180 dollars per acre. While much work was still ahead for Bob and his coworkers—namely, to establish the Reedy Creek Improvement District—phase one of the Walt Disney World development process was finally complete.

And the Rest is History…
The next time you enjoy the beautiful acreage, host to the world’s most popular resort destination, perhaps you’ll have a greater appreciation of the tremendous efforts it took to select and acquire these tracts of land.

And perhaps on your next stroll down Center Street in Main Street, U.S.A., you’ll hear the distant echoes of the past resounding off the pane of a special window: the Pseudonym Real Estate Development Company with its phantom leaders, Roy Davis and Bob Price, and our very own James Bond: a “traveling representative” named Bob Foster.

This story is excerpted from the Fall 2011 issue of Disney twenty-three. If you like what you’ve just read, become a D23 Gold Member to receive the Disney twenty-three quarterly publication for more fascinating stories about all the worlds of Disney.