The 1964-1965 New York World's Fair

General Electric approached Walt Disney to develop a show for the company's pavilion at the 1964-1965 New York World's Fair. Walt leaped at the chance to rekindle his relationship with GE, who would fund the project and the new technology necessary to bring it to life. Reaching back to Edison Square, Walt Disney again pitched the idea of an electrical progress show to General Electric executives and they loved it.

During the planning phase, Disney's Imagineers perfected the Audio-Animatronics technology necessary to operate the "performers" in the show. They were not the most advanced, but it was enough to get the show running. The technology used in Walt Disney's Enchanted Tiki Room and another attraction designed by Disney at the 1964-1965 New York World's Fair, Great Moments with Mr. Lincoln, made the Carousel of Progress possible. Besides the AAs, the Imagineers (led by Disney Legends Roger E. Broggie and Bob Gurr) also devised a "carousel theater", so that the audience rode around a stationary set of stages instead of walking from stage to stage.

Singing cowboy Rex Allen was tapped to voice Father, the host and narrator of the show that replaced the "Wilbur K. Watt" character. Allen later commented that he did not know exactly what he was getting into.

Walt Disney asked Disney songwriters Richard M. Sherman and Robert B. Sherman to create a song that could serve as a bridge between the "acts" in the show. Walt explained to the brothers what the show was about, and they wrote a song with his enthusiasm in mind. The song was titled "There's a Great Big Beautiful Tomorrow". The Shermans later stated that they believe that the song was Walt's "theme song," because he was so optimistic and excited about the future and technology itself.

The show opened at the Fair as Progressland. It was one of the most-visited pavilions at the Fair. One of the unique features that made the attraction so popular was that a circle of six theaters (all connected by divider walls) revolved clockwise around six fixed stages every four minutes. There were identical load and unload theaters with the dazzling wall of light, the "Kaleidophonic Screen", and the "performers" appeared in the 1890s, 1920s, 1940s, and 1960s - literally a "Carousel of Progress"! Though more than 200 people entered and exited the attraction every four minutes, it was not uncommon to wait over an hour in line. For the 1965 season of the Fair, a massive covered queue was constructed next to the General Electric Pavilion on an empty lot to protect visitors from New York's hot summer sun.

At the end of the Carousel show, fairgoers were invited to journey up to the second floor of the pavilion and see the General Electric Skydome Spectacular. The Skydome Spectacular projected images of nature and energy into the domed roof of the GE pavilion, similar to a planetarium. The show demonstrated the many ways that GE was harnessing electricity and the power of the sun for the benefit of its customers.