WS: Yes, the game is about honoring 80 + years of Disney creativity, and I haven't talked about this much but it's also about honoring the creative process. I think a lot of people want to see Paint and Thinner and the Brush as weapons, and I don't see them that way at all. They're artist tools and there's nothing inherently right and wrong about an artist creating something and then erasing it and drawing it in some new form. That's what I hope players feel as they play.

BD: And the image of Mickey being strapped to an operating table and having his heart removed from a machine is familiar and provocative.

WS: The Mad Doctor is a 1933 cartoon, and the whole game is a cascade of references to real Disney stuff, which I hope animation and Disney fans recognize and appreciate even if gamers don't know what's going on. But even at the beginning, we start out with a frame-by-frame recreation of Thru the Mirror and he shows up in our 3D re-imagined version of Yen Sid's workshop from The Sorcerer's Apprentice from Fantasia. And then you end up in Dark Beauty Castle and you're in a scene that could've been plucked from The Mad Doctor… I set an arbitrary cutoff date for references at 1967 with Pirates of the Caribbean and Jungle Book because those are the last things that Walt actually worked on. There are actually a handful of things from after 1967, but, oddly enough, nobody's really commented on that and I won't tell because I want people to figure it out.

Mickey must paint his way out of a jam in Wasteland.

WS: I've got great modelers and great animators and I'm pretty convinced this is the best animation team I've ever worked with here at Junction Point. And we knew we needed to come up with a Mickey that was kind of respectful of the past but modern and unique -- a video game Mickey… We took the old school rubber hose Mickey from the late '20s and early '30s, but there are literally hundreds of subtle changes to the shape of his head, the form of the brow, proportions are slightly different. His limbs are thicker but thinner than a modern Mickey. We got rid of what I call the bowling ball pants look that he had recently. I also love the pie eyed Mickey but it was too small so we ditched that and went with the coal black eyes. But his ears are always forward facing and incredibly hard programming challenge. We had to do it in realtime and couldn't fake it, so it was a code challenge and not an artistic challenge. And I went to one of my principal programmers, Jeff Grills, and said we're going to get the ears right and he said it couldn't be done, and as soon as I heard that I knew we were going to see it the next day, and, sure enough, he got it working. Not only that, but we wanted this to look and feel like a 2D Mickey in 3D, and I think the team (we're a Maya house) really nailed that, particularly Mickey in movement.

BD: I understand you put together your own little Mickey brain trust. What advice did John Lasseter have?

WS: I met with John and he had some powerful story ideas that really got me thinking and changing things. I think his major contribution was changing how I wanted Oswald to be the villain and have Mickey redeem him from true villainy, which I thought was a very heroic thing to do and a really good arc for Oswald. But John got me to pull back from that, and Oswald became the resentful, withdrawn brother, who needed to be dragged back and engaged in the world and with Mickey. I really thought that was such an important thing and helped the story and the game a lot.

Bill Desowitz is senior editor of AWN & VFXWorld.