The property was going to feature a marine-themed amusement park, a marina, a cruise ship port, a specialty retail and entertainment area, and hotel accommodations.

The land it would occupy housed the RMS Queen Mary and the Hughes H-4 Hercules aircraft (nicknamed the "Spruce Goose"), both of which were obtained by Disney in its acquisition of the Wrather company in 1989.

Mounting costs and local opposition led to the project's cancellation in December 1991, and Disney instead turned its attention to building the WestCOT theme park in Anaheim, California.

[5] Port Disney was publicly unveiled on July 31, 1990, and would have included the following attractions after the full build-out in 2010:[6][7][8] The planned resort would have taken over the space occupied by the Spruce Goose, with the disposition of the plane unknown, and would have taken over two parcels of city parkland.

The plan also called for filling 250 acres (100 ha) of ocean with 20,000,000 cubic yards (15,000,000 m3) of material[1] and asked the city to widen roads and improve infrastructure to accommodate a projected 13 million visitors per year, at a total proposed cost of US$2,000,000,000 (equivalent to $4,664,300,000 in 2023).

[10] In addition to the Queen Mary and Spruce Goose attraction leases in Long Beach, Wrather Corp. also owned the Disneyland Hotel in Anaheim since its construction, making it an irresistible target for Disney.

However, Wrather also held the rights to lease and develop 236 acres (96 ha) near the Queen Mary under the 1985 proposal, though much of that land was underwater, giving Disney the option to build a new park in Long Beach.

As a first step, Disney won the right to develop a hotel on a 14.8 acres (6.0 ha) site near the intersection of Pine Avenue and Shoreline Drive, across the Queensway Bay from the Queen Mary.

[7] Several independent analysts gave the edge to Port Disney, citing the uniqueness of the project and the lack of a similar nautical/ocean theme park in Los Angeles County since the 1987 closure of Marineland.

Some of the representatives from 80 neighborhood associations and businesses objected to added traffic from tourists, and felt that public subsidies in the form of infrastructure improvements were not warranted for Disney, a very profitable private corporation.

Still others voiced concerns that Disney, notorious for unyielding enforcement of employee grooming and dress codes, would not fill the majority of the estimated 10,000 new jobs from the local population.

[2] Michael Humphrey, then-president of the Belmont Heights Community Association, stated "[...] Long Beach might snub its nose at Disney.

"[2] Following the public unveiling, more impacts to Long Beach were noted, including:[7] Traffic concerns were echoed by the South Coast Air Quality Management District, who felt that Disney had not fully reviewed the impact of 13 million guests per year, 70% of which were anticipated to travel by private car.

[20] Critics pointed out that even with contemplated widening of the Long Beach Freeway and the new Blue Line light rail service, no real improvements to alleviate traffic were included in the Preliminary Master Plan beyond hoping that traffic to Port Disney would run opposite to the traditional commute direction.

[8][6] Following the unveiling, Disney met with community groups, contacting approximately 3,000 residents in total during meetings held, on average, three times a week, between August 1990 and February 1991.

At the time, the retail tax base in Long Beach was so poor the city was unable to support a shopping mall.

[24] A year later, employment issues remained, with opponents wondering whether park employees would be drawn from and reflect the diversity of Long Beach residents.

The report was presented internally in October 1989 and estimated the economic impacts of new resorts as a strategic tool to build governmental support.

[1] The proposed legislation was seen as threatening a habitat which supported the California brown pelican, and that it would set a dangerous precedent opening the way to offshore oil drilling.

"[36] Local business and labor leaders endorsed the proposed legislation, urging passage to provide educational opportunities and an economic boost to the region.

"[37] However, citing failure to reach an agreement for the specific amount it needed to spend to mitigate marine impacts, Disney shelved the legislation for further consideration in 1992.

The revised proposal included traffic segregation measures designed to prevent lost tourists from wandering onto Port of Long Beach property, and would not decrease the overall size of the resort.