M A K I N G T H E M O S T O F Y O U R P A S S H O L D E R M E M B E R S H I P q F A L L 2 0 0 7

DISNEY’S HALLOWEENTIME RETURNS!ALSO INSIDE: The All New Candy Corn Acres, AP Exclusives, Insider Info,

Passholder Entertainment, Shopping & Dining, Travel and More!

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] Disney’s HalloweenTimeIs Almost Here!

Forget what they say about sequels never living up to the original, because the 2007 edition of Disney’s

HalloweenTime is bigger and even better than last year’s kickoff event! Back by popular demand, this spectacular fall celebration spans both Parks and features some of the most popular experiences and attractions of this, or any, season. Here’s just a sampling of the special, Halloween-themed fun and excitement that awaits you and your family:

NEW! Candy Corn Acres – Everything’s coming up candy corn over at Bountiful Valley Farm in Disney’s California Adventure® Park! From Sunshine Plaza to Bountiful Valley Farm, this sweet treat has taken over with king-size “kernels” everywhere you look!

Haunted Mansion Holiday – Once again, Jack Skellington and his crew are getting an early jump on the holidays with a twisted takeover of Christmas. And wait till you see what they’ve scared up to decorate the Haunted Mansion with this season!

Woody’s Halloween Roundup – Sheriff Woody is back for another yeehaw-lloween good time—complete with crafts, games, music and more—out yonder in Big Thunder Ranch at Disneyland® Park. And don’t forget to say “howdy” to the collection of critters corralled in the ranch’s Petting Boo!

The Twilight Zone Tower of Terror™ – If you think the Hollywood Tower Hotel is creepy the rest of the year, just wait until you check in on it during Disney’s HalloweenTime! Let’s just say it takes on an extra-ghoulish glow this time of year.

Golden Screams Theater – The Disney Villains invite you to attend a special “screaming” of their favorite scenes from classic Disney movies in Disney’s California Adventure® Park. Who knows, they may even thrill you with an autograph or photo op as they meet ‘n’ greet their fans.

And that’s only the beginning! Everywhere you go, Halloween fun is in the air—from giant jack-o’-lanterns on Main Street, U.S.A., to strategically placed candy corn in the

CALIFORNIA sign outside Disney’s California Adventure® Park. Plus, in addition to the hauntingly delightful décor, you’ll also be treated to visits from some of your Disney Character friends, all dressed up in their ch-eeriest Halloween costumes. And speaking of treats, you’ll find plenty of flavorful fall favorites to tempt your mortal tastebuds!

Disney’s HalloweenTime arrives at the Disneyland® Resort on September 21 and continues right through Halloween night. So gather the family—mummy, daddy, boys and ghouls—and make time for Disney’s HalloweenTime fun this fall!

Frighteningly Fun Facts about Disney’s HalloweenTime

“Pumpkin Mickey” on Main Street stands 14’-6” tall (including pedestal).

More then 5000 mini pumpkins make up the floral Mickey in front of the Main Street Train Station.

There are more than 300 unique pumpkins in the Main Street windows (only 15 jack-o’-lanterns on Main Street are identical).

Sunshine Plaza in Disney’s California Adventure® Park includes oversized pumpkins that were molded from real pumpkins, as well as more than 100 artificial sunflowers.

The outside of Haunted Mansion Holiday features more than 300 candles, over 75 lighted jack-o’-lanterns, 7,000 sq. ft. of snow in the graveyard and 1,000 orange lights in the trees.

Amazingly, 90% of the Haunted Mansion Holiday decorations can actually be stored within the attraction when not being used.

The Twilight Zone® is a registered trademark of CBS, Inc., and is used with permission pursuant to a license from CBS, Inc. Jack Skellington and Haunted Mansion Holiday are inspired by Tim Burton’s “The Nightmare Before Christmas.”

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Fly Your Very Own Disney’s HalloweenTime Flag

From 9/9-10/27, or while supplies last, you can purchase this Annual Passholder Theme Park-exclusive Disney’s HalloweenTime Decorative House Flag for only $10 (plus tax), with the purchase of $15 or more in merchandise (before tax, after discount). Offer available at select merchandise locations throughout the Disneyland® Resort. Restrictions apply. Find out more at DisneyGallery.com.

If you were here last year for Disney’s HalloweenTime, you no doubt remember how

some letters in the CALIFORNIA sign outside the Disney’s California Adventure® Park main entrance were transformed to resemble a certain sweet treat. Well, that was just the tip of the iceberg—or should we say “tip of the candy corn.” Because, beginning September 21, Candy Corn Acres makes its seasonal debut inside the Park and Guests will find themselves surrounded by a spectacular celebration of all things candy corn!

We asked two of the creative minds behind Candy Corn Acres, Producer Joey Michaels and Senior Art Director Brian D. Sandahl (a.k.a. “The Candy Corn King”), to tell us about this fun, new addition to Disney’s HalloweenTime.Backstage Pass: Let’s start with the big question—why candy corn?

Joey: At Disneyland® Park, Main Street, U.S.A. is decorated with lots of pumpkins. So we thought “What’s Disney’s California Adventure® Park going to be about?” The CALIFORNIA letters, which had candy corns last year, inspired us to create a bigger and better candy corn offering.

Also, many communities that grow crops have a regional festival to celebrate the local harvest. Thinking of various strawberry festivals, artichoke and garlic festivals, we thought, “Why not host a festival in honor of candy corn during Disney’s HalloweenTime?”BP: Can you give our Passholders a little preview of what to expect when they visit Candy Corn Acres?

Brian: They’ll be surrounded by more than 6,000 pieces of candy corn—from a 25-foot kernel, down to tiny 3-inch baby candy corns! With all the orange, yellow, and white, it’s going to be bright, colorful and fun.

Joey: And they’ll be able to enjoy fun games and activities, or even join in a Halloween-themed conga!BP: We’re guessing the Disney Characters

get involved in this festival, right? Brian: Absolutely! And we wanted to give them

something to do, too. What better way than to have them harvest candy corn being grown as grapes, carrots, and coconuts! Take Halloween and combine it with Disney and Pixar characters and candy corn. It will be charming!

Joey: Naturally, Goofy is the foreman because it’s Goofy’s Candy Company. Mickey Mouse and Chip ‘n Dale will be helping out.BP: If it’s not giving away any trade secrets, can you tell us how you’re able to “grow” candy corn?

Both: It’s all part of the Disney magic!

Candy Corn Acres Yields A Bumper Crop Of Fun!

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Get Your Mickey’s Halloween Treat

Tickets NOW!Mickey’s Halloween Treat, the after-hours

costume party held in Disney’s California Adventure® Park, returns this October with more nights than ever! As an AP, you can buy tickets to this wildly popular event for only $27 per person—that’s a savings of $12 off the day-of box office price!

For kids (and their parents too), the only thing more fun than trick-or-treating at Halloween is trick-or-treating at Mickey’s Halloween Treat! This celebration lets little ghosts and goblins—and princesses, pirates and superheroes too—join their Disney Character friends for an evening of Halloween fun and games. In addition to collecting candy at treat stations and riding attractions throughout the park, kids, their families and friends will enjoy lively music, interactive games and special activities. And new for 2007 is a nightly cavalcade of some favorite Disney Characters!

Remember, as an Annual Passholder, you can purchase tickets in advance for only $27 each—a $12 savings off day-of-event pricing. For more details, or to buy tickets and print them out at home, visit Disneyland.com/mhtn.

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Second Annual Disneyland® Half Marathon Is Coming Up Fast!

You don’t have to be a runner to enjoy the second annual Disneyland® Half Marathon Weekend, Saturday, September 1 through Monday, September 3, presented by Kaiser Permanente. Visit the Health and Fitness Expo on Saturday or Sunday. Or come cheer on your favorite runners as they participate in the Half Marathon. Looking for more ways to get involved? Visit DisneylandHalfMarathon.com.

QUINCEAÑERAS at the Disneyland® Resort: A Magical Way To Celebrate Your Special Day!

It’s The Year of a Million Dreams at the Disneyland® Resort—and there’s never been a better time to make the dream of a spectacular 15th birthday celebration come true! We offer two incredible options: 1) Enjoy a family vacation at the Disneyland® Resort with a vacation package designed especially for Quinceañeras, or, 2) plan your daughter’s 15th birthday party at the Disneyland® Resort and celebrate like a princess! Either way our team of experts is ready to help you plan the Disney celebration of your dreams!

Our Quinceañeras vacation package* includes:• 2-night or more accommodations at a Disneyland® Resort Hotel or a Disneyland® Resort Good Neighbor Hotel

• Disneyland® Resort Park Hopper® souvenir tickets with a Magic Morning entry** into Fantasyland in Disneyland® Park

• A crystal carriage figurine from Arribas Brothers• Lunch or dinner with the Disney Princesses at Ariel’s Grotto in Disney’s California Adventure® Park

• And much more!

Your daughter only turns 15 years old once in her life. Come celebrate the special day at the place where dreams come true! Call (800) 506-6721 or visit Disneyland.com/ Quince to start planning your event today.

*The package includes 3-Day Disneyland® Resort Park Hopper® souvenir tickets. These tickets expire thirteen (13) days after first use and each day of use of a ticket constitutes one full day of use. Tickets may not be sold or transferred for commercial use. ** Magic Morning entry allows admission into Fantasyland at Disneyland® Park before the park opens to the public. While not available daily, the feature will be available multiple times per week. Days and times of operation, and all other elements including, without limitation, operation of attractions, entertainment, stores and restaurants, and appearances of Characters may vary and subject to change without notice. Subject to capacity and other restrictions. Offer subject to availability, blockout dates, restrictions and change without notice. Advance reservations required. Walt Disney Travel Co. CST: 1022229-50 ©Disney

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Passholders From Far And Near Experience Dreams Come True

The Year of a Million Dreams celebration is just one more great reason to become a Disneyland® Resort Annual Passholder—just ask Dick Johnson and Greg Clauser, two APs who claimed major prizes in the Disney Dreams Giveaway.

Each year, Dick Johnson and his family make several trips to the Disneyland® Resort from their home in Utah, but their last visit was definitely their best. That’s when they spent a night in the Mickey Mouse Penthouse at the Disneyland® Hotel! “We had a ball!” exclaimed Dick.

But a more unique prize was awarded to the Clauser family of Rocklin, California. They were invited to attend the spectacular Finding Nemo Submarine Voyage Press Event held the night before the attraction’s grand opening. “The set up was over the top…so well done with excellent food and entertainment,” said mom Tanya.

There are still a lot more prizes—big and small—to be awarded during The Year of a Million Dreams. Who knows, you may drop by one day and, like magic, find yourself living a dream-come-true moment—just like these Passholders did!

The Year of a Million

Dreams Continues In 2008!

Since we premiered The Year of a Million Dreams, our Guests have seen so many

wonderful dreams come true, they’ve wished that this amazing event wouldn’t have to end. Well now, we’re making that dream come true too! Soon we’ll be officially announcing the continuation of The Year of a Million Dreams celebration through December 31, 2008. But first, we wanted to break this exciting news to you, our AP family!

Sail across the Rivers of America to a mysterious island where bold adventures and startling discoveries

await! Pirate’s Lair on Tom Sawyer Island beckons swashbucklers of all ages in search of the ultimate pirate experience. Come ashore and set out to explore creepy caverns, navigate tricky obstacles and search a haunted shipwreck. You can even join a motley crew of real-live buccaneers as they dig for buried treasure! Out on Pirate’s Point you’ll find an outdoor bazaar offering refreshment, trinkets and a ragtag band of pirate musicians. But be sure to keep a weathered eye out for that double-crossing Captain Jack Sparrow—savvy? Word has it that he’s found the map to the lost treasure—and villainous pirates will stop at nothing to get their hands on it! “Strike yer colors” and set a course for Disneyland® Park to experience Pirate’s Lair on Tom Sawyer Island!

Test Your Swashbuckling Skills At Pirate’s Lair On Tom Sawyer Island!

NO PURCHASE NECESSARY to enter or win the Disney Dreams Giveaway. A purchase will not increase your chances of winning. Open only to legal residents of 50 U.S., D.C., Puerto Rico, Canada, Mexico & UK. Void elsewhere and where prohibited. Giveaway ends December 31, 2007 (mail in entries must be received by January 14, 2008, on 3.5x5 postcard with complete name, address, daytime phone #, birth date and proper postage sent to PO Box 8629, Elmhurst, IL 60126 USA). UK residents only mail to 483 Green Lanes, London N13 4BS. Mickey Mouse Penthouse stay will likely be awarded early in the day, will be for a stay that night and is only available to eligible participants most days at the Parks and Downtown Disney® District in California. Some prizes are only awarded at certain Theme Parks for use that day. Mail-in winners of Mickey Mouse Penthouse stay and VIP Tour of Walt Disney’s Main Street Apartment will receive a prize of comparable value. Approximate retail value of some of the prizes advertised: Mickey Mouse Penthouse stay US $572 and VIP Tour of Walt Disney’s Main Street Apartment US $340. Prizes range in value from US $3.83 to US $83,701. All prize awards are subject to verification. Odds of winning on a given day depend on the number of eligible participants at a selected location or within the mail-in entry pool for the time or date (as applicable) selected. Subject to Official Rules (see disneyparks.com/rules). Sponsor: Magic Kingdom Productions, Inc., PO Box 10000, Lake Buena Visa, FL 32830.

For residents of Canada, a mathematical skill-testing question must be correctly answered to win any prize.

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To a new generation of Disney fans, he may be known as

“Miley’s Dad,” but Billy Ray Cyrus has been going strong since his first big hit, Achy Breaky Heart, rocked the charts back in 1992. In fact, he’s got a new album, Home At Last, just out on Walt Disney Records. Backstage Pass sat down with the talented singer/songwriter/actor to talk music, family, Disney memories and, of course, Hannah Montana.Backstage Pass: What’s it like being the father of a teenage star?

Billy Ray: Being Miley’s daddy has been one of the most amazing things I’ve ever been through in my entire life. I knew when I read the script for Hannah Montana the first time, before they had cast Miley, I felt like “wow, this is made for Miley and Miley’s made for this, this is meant to be.” BP: Now how do you keep Miley grounded and focused on your strong family values?

BR: You know, one of the people asked me what am I the proudest about Miley and what’s her greatest accomplishment. And I think her greatest accomplishment is that she’s remained Miley. She’s still very humble, she still treats people the way that she wants to be treated and she’s an awesome kid and an incredible

young lady, both at the same time. It’s amazing, she’s kept her head on and I’ve always said to her “as long as you’re happy, then that’ll reflect to the audience out there, but you’ve gotta be happy and love what you’re doing” and I know she does. She loves it. She was born to do this.BP: What kind of things do you

enjoy doing as a family?

BR: We enjoy making music together as family. Again, Hannah Montana is art imitating life, imitating art. It’s what we do as family, it’s what we do as Hannah Montana and Robby Ray. We love making music together.BP: Describe your new album for us. And what’s it like to have an album out alongside Miley’s?

BR: It’s odd to think that Miley’s album came out in

June, my album came out in July and my son Trace, Miley’s brother, his album came out in August—so it’s been a summer of Cyruses. On one hand, our musical styles and what we do in a way are different and, yet, in a way, they’re the same in regards that each of us makes music that is real.

For more about Billy Ray’s latest album, Home At Last, and other hot new releases, visit DisneyMusic.com/BillyRayCyrus.

Catching Up with Billy Ray Cyrus

TOP: “Home at Last” by Billy Ray Cyrus

CENTER: Photo L to R: (Billy Ray’s) son Trace, wife Tish, daughters Miley and Brandi, and of course, Billy Ray

BOTTOM: “Hannah Montana 2: Meet Miley Cyrus” by Miley Cyrus

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Disney’s The Jungle Book: Looking Better Than Ever At 40!

Beginning October 2, one of the most beloved Disney animated classics of all time is back on Disney DVD, for a limited time on a special 2-disc 40th Anniversary Platinum Edition! Relive the adventures of Mowgli and his buddy Baloo in this brilliantly restored release, featuring enhanced picture and sound. As an added bonus, the 40th Anniversary Platinum Edition also includes all-new games, a new music video by the Jonas Brothers, plus a first-time-ever look at the long-lost character “Rocky the Rhino.” Find out more at JungleBookDVD.com.

3 NEW Disney•Pixar Releases Due Out On Blu-Ray Disc™!

Fans of the Disney•Pixar films will want to circle November 6 on their calendar, because that’s the day they’ll be able to add a trio of new releases to their collections. Cars rolls out on Blu-ray Disc™ with a double-disc set, fully loaded with special features. Also on the menu is this summer’s smash hit Ratatouille (available on both Blu-ray Disc™ and Disney DVD), bubbling over with exclusive bonus features. And last but not least, the Pixar Short Films Collection brings together all of those incredible mini masterpieces on Blu-ray Disc™ and Disney DVD—and even includes a peek behind the scenes.

Disney Princess Enchanted Tales: Follow Your Dreams Makes Royal Arrival

Beginning September 4, cross the drawbridge, step inside and experience Disney Princess Enchanted Tales: Follow Your Dreams on Disney DVD! Accompany Princess Aurora on her first new “Once upon a time…” since the cherished classic Sleeping Beauty. And take a magic carpet ride to Agrabah, where Jasmine and your favorite characters from Aladdin return for a whole new world of never-before-seen enchantment! With magical storytelling and memorable new songs, this delightful gem celebrates the power of believing in yourself. For a sneak preview, visit DisneyPrincessEnchantedTales.com.

Disney’s High School Musical: The Ice Tour Is Too Cool For School!

Disney’s High School Musical: The Ice Tour skates into Southern California on October 4 with its fusion of songs, dance and team-spirited fun. Get’cha head in the game and celebrate the sounds, the songs, the bop and the pop in this all-new ice show starring a cast of world-class skaters. To purchase tickets or for more information, log on to Disney.com and click on “Live Events.”

Disney Debuts Great NEW Entertainment!

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Annual Passholder

Appreciation Days!

September 9 through 11, Annual Passholders can enjoy an extra 10% on top of their regular merchandise discounts! For Southern California, Southern California Select and Deluxe Passholders, that translates into a 10% discount, while Premium Annual Passholders will enjoy a 20% discount at participating merchandise locations in both Parks and World of Disney® store, Marceline’s Confectionery and Disney’s Pin Traders in the Downtown Disney® District*.

Offer valid September 9-11, 2007, only. Offer may not be combined with any other coupon, promotion, discount or previous purchase. Valid Annual Passport I.D. must be presented at time of purchase for above offers.

*Discount will not apply to the following store locations or items:Locations: Disneyland® DelivEARS, Disney Vault 28, Fairytale Arts, Jewel of Orleans, Midway Games, Silhouette Artists, Portrait Artists, Parasol Cart, Heraldry Shop, Crystal Shops (Main Street and in New Orleans Square), Face Painting and/or at Downtown Disney® District locations except World of Disney® store, Marceline’s Confectionery and Disney’s Pin Traders. Items: DVD’s (10% off on Media only); Computer Software, Walt Disney Classics Collection, Original Art Work, Gift Cards, Disney Dollars, Ticket Media, shipping and taxes. Subject to restrictions and change without notice.

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SAVE Disney memories—and 25%—with Disney’s PhotoPass® Service

Disney’s PhotoPass service is a great way to save and share photo memories of your visits to the Disneyland® Resort. And now, for a limited time, Annual Passholders enjoy a special 25% discount when ordering prints online at DisneyPhotoPass.com.

If you’re new to this exciting service, it’s easy to get started. Next time you visit Disneyland® or Disney’s California Adventure® Park, have your photo taken by any of the Disney’s PhotoPass photographers. They’ll give you your own Disney’s PhotoPass card that you can use every time you visit. When you get home, simply log on to DisneyPhotoPass.com to view your photos and share them with family and friends. You can even customize your photos with fun borders or signatures of your Disney Character friends.

To save 25% on your Disney’s PhotoPass prints, just go to DisneyPhotoPass.com and enter the special promotion code (FALLPASS) in the Shopping Cart area. Offer expires November 3, 2007, so don’t wait!

Offer valid now through 11/03/2007, 11:59 PM PT. Must enter code FALLPASS and click Apply. Offer valid on 5x7, 8x10, and 4 wallet-sized print packages. Not valid on any other products or on previously placed orders. Offer only valid for online orders placed on DisneyPhotoPass.com and is NOT VALID FOR PURCHASES MADE IN THE THEME PARKS.

APs Save 10% At DisneyShopping.com

Now through September 15, you can load up on Halloween-themed goodies at a 10% savings! Just follow these simple steps:

➊ Log In at DisneyShopping.com. Not registered? Go to DisneyShopping.com/registration. It’s free!

➋ Load up your Shopping Cart with your favorite Halloween items, then type the Promotion Code CANDYCORN into the Special Offers and Discounts field and click “Submit.”

➌ The 10% Off Promotion will automatically be applied, if eligible.

➍ Continue Shopping or “Begin Checkout.”

Offer expires 11:59 pm PT, September 15, 2007 or while supplies last, whichever is earlier. Limit one Promotion Code per order. Valid only on select Halloween merchandise. Offer excludes Shipping & Handling charges, gift cards, animation art, Armani, Walt Disney Classics Collection, Disney electronics, DVDs, videos, CDs and cassettes, video games, CD-ROMs, You-Design-It merchandise, Wilsons Leather, Disney Couture and Nursery merchandise, books, sing-alongs, read-alongs, pre-sales, gift wrap and gift boxes and items not in stock. Cannot be combined with other offers. No adjustments to prior purchases. Merchandise must be exchanged for identical item or returned at discounted price with valid packing slip. Offer valid only on orders placed online at DisneyShopping.com and DisneyStore.com. Not valid on phone orders or purchases from DisneyOutlet.com, Disney Store outlet or retail locations. Promotion Code may not be redeemed for cash. Promotion Code may not be sold, altered, duplicated or copied and will not be replaced if lost, stolen or corrupted. Use of Promotion Code is acceptance of its terms. Disney Shopping, Inc. reserves the right to cancel or modify this offer at any time. Void where prohibited.

Special Meals Now On The Menu For Toddlers

The Disneyland® Resort recently launched a great new food option for little tykes! With the introduction of unique Toddler Meals, tots three years and younger now have their very own meals, which provide just the perfect portion size—as well as smooth, easy-to-chew yumminess. There are currently two Toddler Meals from which to choose, including creamy macaroni & cheese served with applesauce and low-fat milk; or “Arroz con Pollo,” featuring mildly seasoned chicken and rice, served with applesauce and low-fat milk. (Milk can be replaced with juice upon request.)

APs Can Score Chivas USA Tickets At 50% Off!

One of the hottest teams in Major League Soccer, Chivas USA, along with the Disneyland® Resort, is proud to extend this very special offer. All Disneyland® Resort Annual Passholders receive 50% off Chivas USA tickets for the Sunday, September 9 match between Chivas USA and the New York Red Bulls at The Home Depot Center in Carson, CA. Catch the action live as international superstar Juan Pablo Angel and the rest of the Red Bulls look to challenge Claudio Suarez and Chivas USA for a victory! There may even be a special appearance by some of your favorite Disney Character pals! Order tickets now at www.cdchivasusa.com/disneyapdiscount.

Two New Pins Join “DINING WITH CHARACTER” Series

This fall will see the release of two new pins in the AP-exclusive “Dining With Character” series. With an edition size of 10,000 per design, each pin features one of our own Disney “celebrity” Character chefs on the cover of a gourmet dining magazine. On September 16, pizza chef Stitch will be released, followed by those wacky Character Breakfast hosts Chip ‘n Dale on November 4.

Passholders with a valid Annual Passport will receive one pin for every $30 food and beverage purchase (before tax and after any applicable discounts; excludes alcoholic beverages; during regular operating hours). Participating locations include: Plaza Inn, Carnation Cafe, Rancho del Zocalo, and Blue Bayou in Disneyland® Park; Ariel’s Grotto, Pacific Wharf Café, Pizza Oom Mow Mow, plus the Vineyard Room and Wine Country Trattoria at the Golden Vine Winery in Disney’s California Adventure® Park; Disney’s PCH Grill and Yamabuki restaurant at Disney’s Paradise Pier® Hotel; Goofy’s Kitchen and Steakhouse 55 at the Disneyland® Hotel; and Storytellers Café at Disney’s Grand Californian Hotel® & Spa. (Subject to availability; other restrictions apply and may change without notice.)

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New Adventures by Disney vacations include an exploration of Machu Picchu.

Michelle Kwan is one of the familiar faces hosting Disney Travel On Demand.

Live your vacation dreams with Disney Vacation Club!

The Peacock family, winners of a Transatlantic Disney Cruise Line® voyage!

More than 110,000 families from more than 100 countries and every U.S. state have become Members of Disney Vacation Club, discovering spacious, villa-style Disney Vacation Club Resorts and utilizing a flexible Vacation Point system that lets them enjoy vacations at Disney destinations around the world. These ultimate Disney travelers also can use their Vacation Points to enjoy Disney Cruise Line® voyages and the new Adventures by Disney vacations.

But that’s just the beginning. Disney Vacation Club Members have access to more than 500 other vacation destinations around the world. Members choose their travel dates, destination, and accommodation size for each vacation (based on availability, of course), giving them the flexibility to live their vacation dreams year after year.

And now, through October 31, eligible Disneyland® Resort Annual Passholders may register to win a three-year Disney Vacation Club Getaways SamplEAR by visiting any Disney Vacation Club Information Center at the Disneyland® Resort or by logging on to Disneyland.com/ap. The Disney Vacation Club Getaways SamplEAR includes vacations for three years, allowing the winner to experience the diverse world of vacation possibilities afforded by this unique vacation-ownership program. To learn more about Disney Vacation Club today, visit DisneyVacationClub.com.

NO PURCHASE NECESSARY. VOID WHERE PROHIBITED. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. Open to Disneyland® Passholders as of August 15, 2007 who are legal residents of the 50 United States and D.C, 18 years of age or older. Sweepstakes begins August 15, 2007, at 12:00:01 am PT and ends on October 31, 2007, at 11:59:59 pm PT. Subject to official rules at Disneyland.com/ap Sponsored by Disney Vacation Development, Inc., 200 Celebration Place, Celebration, FL 34747 and administered by Promotion Activators, Inc., 1851 Elmdale Avenue, Glenview, IL 60025.

THIS ADVERTISING MATERIAL IS BEING USED FOR THE PURPOSE OF SOLICITING SALES OF TIME SHARE PERIODS.

This is not an offer in, and is void in, HI, NE, and any other jurisdiction which requires prior registration and in which the time-share plan is not registered. Membership requires purchasing a real estate interest in a Disney Vacation Club Resort. All accommodations are subject to availability. Certain accommodations are available through the Member Getaways program and their availability may be modified or withdrawn at any time. The complete offering terms are in an offering plan available from the sponsor. Current prices start at $16,640, and certain limitations may apply. Prices subject to change. N.Y. File No. T98-0015. KY#92-AG-105. #91/4-742NJREC. Disney Vacation Club Membership is not to be viewed as an investment for the purposes of yielding an income or making a capital gain.

Enter For Your Chance To WIN a Disney Vacation Club Getaways SamplEAR!

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NEW 2008 Worldwide Destinations Announced By Adventures by Disney

It may be too early to pack for next year’s vacation, but it’s never too early to start planning—especially since Adventures by Disney has just released its new destinations for 2008. Now, you and your family have a total of 18 exciting itineraries to choose from—including these newest additions:

Backstage Magic – Hollywood and the Disneyland® Resort

Coasting the Golden State – San Francisco, Santa Barbara, Los Angeles

Discovery Down Under – N. Queensland, Great Barrier Reef, Ayers Rock, Sydney

Enchanted China – Beijing, Chengdu, Guilin, Shanghai, Hong Kong

Flavors of France – Aix-en-Provence, Luberon Valley, Gordes, Roussillon, Paris

Grande España – Madrid, Seville, BarcelonaOnce Upon a Fairytale – Heidelberg, Trendelburg,

Rothenburg, MunichSacred Valleys and Incan Cities – Machu Picchu,

Cusco, Lima

To secure your space on the vacation of a lifetime, all you need to do is make a $300* per person, fully refundable deposit. Visit AdventuresByDisney.com to choose your destination, then call us at (877) 728-7282 or your Travel Agent to reserve your 2008 Adventures by Disney vacation.

* Terms & Conditions: Credit card deposit of $300 per person reserves your space on a 2008 season vacation prior to us announcing final pricing and itinerary details. Your deposit must be received prior to August 31, 2007 and is fully refundable until 14 days after we publish, and notify you of our final pricing and itinerary details. You must notify us if you decide to cancel, in which case our sole obligation is to credit your deposit to your credit card. Conditions and restrictions apply and availability is limited. We strongly recommend that you not make any non-cancelable commitments (such as airfare) until your reservation is finalized.

Your Next Disney Vacation Begins…On Your Couch?

When you think of Disney, chances are that a couple of things immediately spring to mind—like great storytelling and outstanding Guest service. Put those two things together and you have Disney Travel On Demand, innovative new programming from The Walt Disney Company that lets you plan your next Disney vacation via cable TV from the comfort of your living room.

Currently available to more than nine million Time Warner Cable and Cablevision customers, Disney Travel On Demand allows for “high tech, high touch” interaction between viewers and Disney travel representatives—with just the click of a TV remote button.

If your cable system doesn’t currently carry Disney Travel On Demand, contact your cable service provider or visit DisneyParks.com for access.

Passholder Wins Transatlantic Dream Cruise!

Christina Peacock remembers reading an article about Disney Dreams Giveaway winners in the Backstage Pass and thinking to herself “What are the chances of that happening to me?” Well, she found out when her nine-year-old daughter Miranda was awarded a Disney Cruise Line® 14-night eastbound transatlantic cruise! “I was just speechless when they told us,” said Christina. “In a million years, we never thought we would win something…dreams really do come true!”

The Peacock family will soon discover that there are many things that make a Disney Cruise Line® special itinerary voyage the vacation of a lifetime. Special itineraries include enhanced onboard activities, new dining opportunities and expanded entertainment offerings. They also give travelers the opportunity to visit intriguing and breathtaking ports of call.

If you’d like more information on special itineraries offered by Disney Cruise Line®, including the 2008 Mexican Riviera cruises, be sure to visit DisneyCruise.com or contact your travel agent.

*NO PURCHASE NECESSARY to enter or win the Disney Dreams Giveaway. A purchase will not increase your chances of winning. Open only to legal residents of 50 U.S., D.C., Puerto Rico, Canada, Mexico & UK. Void elsewhere and where prohibited. Giveaway ends December 31, 2007 (mail in entries must be received by January 14, 2008, on a 3.5x5 postcard with complete name, address, daytime phone #, birth date and proper postage sent to PO Box 8629, Elmhurst, IL 60126 USA). UK residents only mail to 483 Green Lanes, London N13 4BS. Some prizes are only awarded at certain Theme Parks for use that day. Mail-in winners of some prizes will receive a prize of comparable value. Prizes range in value from US $3.83 to US $83,701. All prize awards are subject to verification. Odds of winning on a given day depend on the number of eligible participants at a selected location or within the mail-in entry pool for the time or date (as applicable) selected. Subject to Official Rules (see disneyparks.com/rules). Sponsor: Magic Kingdom Productions, Inc., PO Box 10000, Lake Buena Vista, FL 32830. For residents of Canada, a mathematical skill testing question must be correctly answered to win any prize.

From Main Street To Mainland China, Disney Takes You There!

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Which Two Pumpkins Are The Same?

Bewitching Word ScrambleUnscramble each group of letters to spell a word (hint: each word has to do with Halloween). Then, use the letters in the circles to finish the message.

K O S E L T N E — — — — — — — — M U P P N I K — — — — — — —

T I W C H — — — — — K R I T C R O E A T R T — — — — — — — — — — — —

C A J K -O- T A N L E N R — — — — — — — — — — — —

IT’S — — — — — — — — — — — — — AT THE DISNEYLAND® RESORT!

For the answers and more Disney’s HalloweenTime fun and games go to Disneyland.com/halloween

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BecomeanewDisney Rewards®Visa® Cardmember.

APPLY TODAY. Call 1-800-214-3784 orvisit www.Disneyland40GiftCard.com. Be sure to mention key code 6XC603.

Disneyland®Resort Annual Passholders

after you use your card.*

*You must apply for the card, be approved by Chase and use your card to receive this offer.1 This offer is limited to a one-time award for new cardmembers of a $40 Disney Gift Card uponapproval of your application for a Disney Rewards Visa Card and first use of the card. You mustuse the phone number, website or application (if provided) contained herein to be eligible forthis offer. New cardmembers applying for this offer may not be eligible for other newcardmember premiums. Please allow 4 to 6 weeks for delivery of your $40 Disney Gift Cardafter your first purchase, balance transfer, use of any checks that access your account, or cashadvance. The Disney Gift Card can only be used at select participating locations at theDisneyland ® Resort, Walt Disney World ® Resort, Disney Cruise Line ®, Disney Store locationsin the U.S., and DisneyShopping.com. The Disney Gift Card is not redeemable for cash, will notbe replaced if lost or stolen, and it is subject to the terms and conditions of the Disney Gift CardProgram. The Disney Gift Card is issued by Disney Gift Card Services, Inc. The Disney Gift Cardmay not be used towards the purchase of any Disney Dollars or gift certificates/cards. Use of giftcard is acceptance of its terms and conditions. For more information, please visitDisneyGiftCard.com. Other restrictions may apply. Must use Disney Rewards Visa Card in order

to receive your Disney Gift Card. 2Disney Dream Reward Dollars® are subject to the terms andconditions of the Disney Rewards ® Program. Once enrolled, your rewards disclosure will besent to you containing all program guidelines, restrictions and benefits. 3 Offers subject tochange without notice. Present a valid Disney Rewards Visa Card for special offers or entry intothe Character Meet ‘N’ Greet Event. Not valid in combination with other offers, discounts,promotions or with any previous purchase. Minimum purchase and/or separate Theme Parkadmission may be required. Offer elements, including but not limited to participating locations,are subject to availability, additional restrictions, and may change or be canceled without notice.Please visit DisneyRewardsParkBenefits.com for full terms and conditions.4 Card designs are subject to availability and may change without notice.Disney Rewards® Visa Card available to U.S. residents only, 18 and older(19 in AL and NE),and subject to credit approval. Disney Rewards® Visa Card is issued by Chase Bank USA,N.A. and may be serviced by its affiliates. © 2007 DisneyAPC10515

Enjoy great benefits all year long:

EarnDisney Rewards® on everyday card purchases2

Redeem any time for most everything Disney–from Disney DVDs, toys, hotel stays, Theme Parktickets and moreSpecial Cardmember Theme Park Benefits3

• Cardmember – Exclusive CharacterMeet ‘N’ Greet Event

• Free stroller rentals(separate Theme Park admission required, subject to availability)

No annual fee and no block-out dates on redeeming rewards

See all 6 carddesigns online.4

Get More Out Of Your Pass ONLINE!

The Annual Passholder section of Disneyland.com is being completely redesigned with a fantastic new look, helpful new features and expanded Disneyland® Resort information. Here you’ll find updated Park hours, weather, entertainment schedules and AMC® Theatres movie times. Plus, you can learn about the latest Passholder-exclusive events, discounts, contests—and even renew your Annual Passport online!

If you haven’t already, register today to receive the AP-exclusive EXTRA! E-News at Disneyland.com/ap. It delivers the very latest Passholder info right to your email inbox. When you register, be sure to check the box to receive “updates and special offers from Disney Parks and Resorts around the world.” And don’t forget to add Disney Destinations (disneylandnews@ap.disneyland.com) to your Address Book and Safe Sender List—that way you’ll never miss an issue!

Illuminations Treats APs To SPECIAL SAVINGS

Transform your home into a happy haunting ground for spirited celebrations and eager trick-or-treaters with some bewitching Halloween fun from the Illuminations store in Downtown Disney® District—where now through 10/31/07 APs can receive $15 off a purchase of $60 or more!

Pumpkin Decorating Fun At Anne Geddes®

Every weekend in October, the Anne Geddes store in the Downtown Disney® District will be hosting pumpkin decorating parties for the kids! Each child will be supplied their own mini pumpkin, paints and stickers. Refreshment will also be offered as well as a 20% off purchase coupon valid for same-day use.

Presorted StandardU.S. Postage

PAIDDisney Destinations, LLC

For Details and to Purchase TicketsVisit disneyland.com/mhtn

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UPCOMING 2007-2008 BLOCKOUT DATES

Premium Passholder: NO BLOCKOUT DATES

Deluxe Passholder: Sept 1, 2; Oct None; Nov 22-24; Dec 22-31; Jan None; Feb 16, 17; Mar 8, 15, 21, 22, 29

Southern California Passholder: Sept 1, 2, 8, 15, 22, 29; Oct 6, 13, 20, 27; Nov 3, 10, 11, 12, 17, 22-24; Dec 1, 8, 15, 21-31; Jan 1-5, 12, 19, 20, 26; Feb 2, 9, 16-18, 23; Mar 1, 8, 15-29

Southern California Select Passholder: Sept 1, 2, 8, 9, 15, 16, 22, 23, 29, 30; Oct 6, 7, 13, 14, 20, 21, 27, 28; Nov 3, 4, 10-12, 17, 18, 22-25; Dec 1, 2, 8, 9, 15, 16, 21-31; Jan 1-6, 12, 13, 19-21, 26, 27; Feb 2, 3, 9, 10, 16-18, 23, 24; Mar 1, 2, 8, 9, 15-30 Passholders may purchase a 1-Day Park Hopper ® Blockout day ticket valid at any Disneyland® Resort Theme Park for $30.

DISNEY DINING

Passholders enjoy dining discounts at many Resort locations.Premium Passholders . . . . . . . . . . . . . . . .15%Deluxe Passholders . . . . . . . . . . . . . . . . . .10%Southern California Passholders . . . . . . .10%Southern California Select Passholders . .10%Disneyland® ParkBengal BarbequeBlue Bayou Restaurant ✓Blue Ribbon BakeryCafé Orléans ✓Carnation Café ✓Clarabelle’s Frozen YogurtDaisy’s DinerFrench Market RestaurantHungry Bear RestaurantPlaza Inn ✓

Pluto’s Dog HouseRancho del Zocalo RestauranteRedd Rockett’s Pizza PortRefreshment CornerRiver Belle TerraceStage Door CaféThe Golden HorseshoeTomorrowland TerraceVillage Haus Restaurant

Disney’s California Adventure® ParkAriel’s Grotto ✓Award WienersBaker’s Field BakeryBountiful Valley Farmers MarketBurger InvasionCocina Cucamonga Mexican GrillCorn Dog Castle

Cove BarGolden Vine Wine BarPacific Wharf CaféPizza Oom Mow MowTaste Pilots’ Grill The Vineyard Room ✓Wine Country Trattoria ✓

Hotels of the Disneyland® ResortCroc’s Bits ‘n’ BitesGoofy’s Kitchen ✓Hearthstone LoungeHook’s Pointe ✓Disney’s PCH Grill ✓Pool Bars (all hotels)Steakhouse 55 ✓

Storytellers Cafe ✓Surfside LoungeThe Lost BarThe Lounge at Steakhouse 55 White Water SnacksWine CellarYamabuki ✓

✓For Priority Seating at participating locations call (714) 781-DINE (3463). Excludes outdoor cart locations, Club 33, Napa Rose, and Room Service locations.RESTRICTIONS: An Annual Passholder must present his/her valid Annual Passport prior to purchase to receive any applicable benefits and discounts. Benefits and discounts are nontransferable. Discounts apply only to a minimum purchase of ten dollars ($10), excluding taxes, fees and gratuities. Merchandise discounts as applicable and are not valid on artist originals, limited editions, select collectibles, Disney Dollars, gift cards, gift certificates, arcades, admission media, shipping or taxes. Dining discounts are not valid on aloholic beverages, tobacco products, taxes or gratuties. Benefits and discounts are determined solely by the Disneyland® Resort and may be valid only at selected locations. Not valid in combination with any other discounts or promotions. Subject to restrictions and change without notice.

MERCHANDISE

Premium Passholders are eligible to receive 10% off select purchases at most Theme Park and hotel merchandise locations, and at World of Disney® store, Marceline’s Confectionery and Disney’s Pin Traders. Please note, offer excludes the following locations: Disney Vault 28, Fairytale Arts, Jewel of Orleans, Silhouette Artist, Portrait Artists in New Orleans Square, Parasol Cart, and Crystal shops on Main Street and in New Orleans Square.

GUIDED TOURS

Premium and Deluxe Passholders are eligible to receive 20% off the following Guided Tours: Discover the Magic and “A Walk in Walt’s Footsteps.” Reservations may be made up to 30 days in advance by calling (714) 781-4400.

HOTELS OF THE DISNEYLAND® RESORT

Special rates are available for all Passholders. Call (714) 956-MICKEY for rates and availability.

DOWNTOWN DISNEY® DISTRICT

All Passholders enjoy 10% off food and selected merchandise at participating locations. Exclusions apply. See individual stores for details.

AMC® TheatresAnne Geddes® StoreBasin™Catal Restaurant & Uva BarClub Libby Lu®Compass Books and CaféESPN Zone®FossilHäagen-Dazs® ShopsHair WrapsHouse of Blues® AnaheimIlluminations®Island Charters®

Jamba Juice®La Brea Bakery™ CaféLEGO® Imagination CenterNaples Ristorante e PizzeriaPearl FactoryRainforest Café®Ralph Brennan’s Jazz Kitchen®Something SilverStarabilias®Sunglass Icon™Tom Kelly CaricaturesTortilla Jo’sWetzel’s® Pretzels

House of Blues 10% discount is only valid before 5:00 p.m. • Rainforest Cafe’s 10% discount is on breakfast and dinner before 4:00 p.m. • ESPN Zone’s discount is not valid on holidays and special events. • Patina (Catal, Naples and Tortilla Jo’s) also excludes discounts on special events • Ralph Brennan’s Jazz Kitchen has a maximum discount of $40.00

Disney Destinations, LLCPO Box 10500Lake Buena Vista, FL32830-0500

All tickets, offers, events, age ranges, services, attractions and entertainment may be seasonal and subject to change without notice. Valid Annual Passport must be presented for offers. ©Disney C7646217/385M

Make The Most Of Your Annual Passholder Benefits