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Main Street, U.S.A., at the new Hong Kong Disneyland looks exactly like the one most Americans remember from their childhood. The classic Disney thoroughfare of quaint buildings and gas streetlights is a painstaking replica of one of the original attractions at Walt Disney's Anaheim, California, theme park, which opened 50 years ago this month. But resurrected in China, Walt's idyllic vision of small-town America has a surprisingly un-Iowan flavor. Inside one Victorian building is Main Street's first Chinese restaurant, the Plaza Inn, crafted as a stylish tea shop from early 20th century Shanghai. The interior has finely carved wooden columns, and walls painted with traditional Chinese landscapes based on the Disney animated movie Mulan, which was inspired by a Chinese legend. The crew of workers in white hard hats, who are still screwing the last filigrees into place, will soon hang fish-shaped Chinese lanterns from the ceiling. "It's turn-of-the-century America, with a Disney overlay, with a Chinese overlay," says Tom Morris, one of the park's chief "imagineers"—Disney lingo for a creative designer. "You can go to different places and different times. That's what's so great about Disneyland."

Disney has certainly proved it can transport tourists to different places. The company's theme parks in California, Florida, France and Japan saw nearly 100 million visitors last year alone, according to Amusement Business magazine. But can Disneyland vault an entire city into a new era? Hong Kong will begin to find out on Sept. 12, the scheduled grand opening of the $3.6 billion Hong Kong Disneyland. TIME recently took an exclusive tour of the park as it was nearing completion on sparsely populated Lantau island, west of the city center. A lot is riding on Disney's success here. Not only is Hong Kong Disneyland the foundation for a major push by Disney into China, but it is also seen by many as the catalyst for a transformation of Hong Kong from a narrowly focused capitalist bastion into a playground of gentle family amusements such as whale shows and roller coasters.

The prospect of millions of free-spending mainland Chinese visitors descending upon the former British colony has already had a profound local impact. The Hong Kong government has invested $4 billion in tourism projects over the past six years—including its stake in Disneyland, of which it is the majority owner—while the private sector is kicking in other attractions, among them a bevy of new hotels. Factor in the glitz and gambling of nearby Macau—which American casino kingpins are helping to convert into a Las Vegas of the Orient—and the Pearl River Delta, previously known mainly as a vast factory, is beginning to acquire serious drawing power as a tourist destination. In a few years, "anyone with a kid will be forced to say: 'Let's go to Hong Kong,'" says Allan Zeman, developer of Lan Kwai Fong, Hong Kong's chic nightlife district.

In the past, Hong Kong lured its fair share of visitors, who came mainly for the shopping. But while the workaholic city offers excellent food and special events like the annual Rugby Sevens tournament and international dragon-boat races, it is known primarily as a place for nose-to-the-grindstone accumulation of wealth (and conspicuous displays of it), not as a place for frolicking, with or without kids. Hong Kong lacks cosmopolitan diversions—the outdoor concerts, grand museums and banner cultural events that give larger cities like New York and Tokyo their leisure-time sparkle. (A government attempt to fill the void, at least partially, with a massive theater-and-art-museum complex in West Kowloon has been stymied by disagreements over how to allot the development rights.) Kwok Wah, a 27-year-old computer programmer, is a typical Hong Konger who says he spends many of his waking hours in his office pursuing the means to live the Good Life. On weekends, he finds very little of the Good Life is actually on offer. He usually watches movies or plays video games at home. "I wouldn't really say my life in Hong Kong is fun," he complains.

For the sake of its future, Hong Kong must loosen up. In recent years, many of the commercial advantages that made the city a rich trade-and-financial-services hub have become equally or more available in mainland China, where seaports and airports are developing at a frenetic pace to compete with Hong Kong's. At the same time, the territory's close ties to the mainland have helped the economy bounce back from the SARS crisis in 2003. Hong Kong's GDP grew 8.1% last year—the fastest rate in four years—thanks in part to a financial-sector boost from China-related deals and rising spending by visitors from the mainland.

Hong Kong is trying to build upon those gains—and that's where Mickey Mouse comes in. The territory's government has latched onto tourism to create jobs, elevate growth and, most of all, provide another outlet to tap into China's economic boom. "In order for us to prosper, we must bring value to China," says Henry Tang, Hong Kong's Financial Secretary. Disney expects the park to attract 5.6 million visitors in its first 12 months—at least a third of them from the mainland. The government estimates that Disney will directly and indirectly generate $19 billion in economic benefits over 40 years and 36,000 jobs over the next 20 years. Disney itself is hiring nearly 5,000 people to staff the park, almost all of them local. Disneyland will be "quite a significant factor in the Hong Kong economy," says Goldman Sachs economist Enoch Fung. "The Chinese consumer is on the rise, and Hong Kong is in pole position" to profit from such spending.

Already, the Disney effect is stimulating sympathetic development. Eighteen hotels are opening in Hong Kong this year, up from only two in 2004. The expansion is "nothing we've seen before," says James Lu, executive director of the Hong Kong Hotels Association. Hong Kong department store Sogo is opening a new outlet in Kowloon timed to Disney's launch, hoping to capitalize on a rush of shoppers. "We don't want to lose the opportunity," says Eliza Lo, Sogo's deputy general manager. Zeman, the Lan Kwai Fong developer, is planning a $700 million overhaul of Ocean Park, a government-owned amusement park on Hong Kong island. Three years ago, the administration considered shutting the park, figuring its tired thrill rides and aquariums couldn't compete with Disney's Space Mountain and Jungle River Cruise. But Zeman, Ocean Park's chairman, is taking a cue from the winning Disney-Sea World combination in places like Orlando, Florida. He wants to remake Ocean Park with killer-whale shows, exotic-bird exhibits and a pool where visitors can see sharks underwater from a protective cage. "Rather than seeing Disney as a threat, I look on it as a complement," says Zeman. Meanwhile, not far from Disneyland, on Lantau, one of Hong Kong's most famous attractions—a giant statue touted as the world's largest outdoor, seated, bronze Buddha—is being made more tourist-friendly. MTR, Hong Kong's subway operating company, is building a cable-car ride to the hilltop where the Buddha is situated. Tickets will cost $18.60 for a round-trip, which is called a "Journey of Enlightenment." The ride will end at a village with souvenir shops, the "Monkey's Tale Theatre" and an exhibition on the life of Buddha, complete with a man-made bodhi tree.

For sleepy, rural Lantau, that's just the beginning. The government and private investors are building a $300 million convention center, called the AsiaWorld-Expo, near the international airport. A government development plan for the island calls for the eventual arrival of resorts, sports facilities and another theme park—much to the chagrin of local environmentalists, who wish to preserve the island's natural charms. "Lantau is a national treasure," says Clive Noffke, a member of the executive committee of the Green Lantau Association, who favors an ecotourism approach. "We have the sun, we have the water, but we don't have the vision of government."

The train has already left Tomorrowland station. To attract Disneyland to picturesque Penny's Bay on the coast of northern Lantau, the government agreed in 1999 to put up $417 million for a joint venture with Disney, and another $1.7 billion for related infrastructure such as land reclamation and transportation links. The U.S. company is getting a sweet deal: it's sinking $316 million into the project for a 43% stake. Two years ago, Disney moved in with 5,000 construction workers and began shaping the new theme park. Among the first jobs was landscaping: Disney imported 18,000 trees and 1 million other shrubs and plants. John Sorenson, one of Hong Kong Disneyland's chief landscape architects, hired a van and drove through isolated villages in southern China with sketches from designers, searching for the perfect trees. After price negotiations with villagers and meals of fried wasps, teams dug up the trees and hauled them by truck to Hong Kong, including a 14-m-tall, yellow flame-of-the-forest tree, now sitting in Adventureland, a part of Disneyland that takes visitors into the world's exotic jungles.

Yet in many respects, the park looks as if it's been airlifted directly from America. Imagineers used Walt Disney's original designs for the first Disneyland in Anaheim as a starting point. Many Disney classics are present in the Hong Kong park, including Sleeping Beauty Castle, the Space Mountain roller coaster and a Dumbo the Flying Elephant ride. Adventureland boasts a Broadway-style Lion King show and an improved Jungle River Cruise featuring a new grand finale of fire-spewing gods. Tomorrowland is also being updated. Gone is Disney's original, sterile vision of a glass-and-steel future; in its place is a purple spaceport, with a spinning planet and a flying spaceship ride at the center.

Will this thick slice of Americana appeal to the Chinese? Disney executives believe so, banking on the fact that China is eager to connect with a global pop culture that poverty and Communist policy had previously kept out of reach. The Chinese "have heard so much about the parks around the world and they want to experience the same thing," says Don Robinson, managing director of Hong Kong Disneyland. The Chinese, says Kevin Wong, a tourism economist at the Hong Kong Polytechnic University, "want to come to Disney because it is American. The foreignness is part of the appeal."

Still, Disney's experience in opening parks in other countries has shown that certain adaptations to local tastes are essential. Cultural faux pas have bedeviled Disney in the past. When Euro Disney opened in Paris in 1992, its restaurants wouldn't serve wine, an affront to French dining tradition. The park, which now serves wine and has been rebranded as Disneyland Paris, has become one of Europe's most popular attractions. But the European company is ridden with debt and has been a financial sinkhole. Earlier this year, it finalized a $2 billion restructuring plan, which included new capital and loan concessions, to rescue the operation. Disney has also had the occasional misstep in China. In 1996, Beijing blocked the firm's films after Disney backed Martin Scorsese's Kundun, which dramatized the life of the Dalai Lama and China's invasion of Tibet. (Beijing considers Tibet to be part of China.) Mulan, which tells the story of a girl who fought in the Chinese Emperor's army in place of her crippled father, was originally rejected for showings in China. When Mulan finally hit Chinese theaters in 1999, it flopped at the box office, in part because the story was said to be too Westernized.

This time, Disney is trying to incorporate Asian culture to arrive at a happy theme-park fusion. "We've come at it with an American sensibility, but we still appeal to local tastes," says Sorenson. Fantasyland hosts a garden where photo-happy Asian tourists can always find Mickey, Minnie and other popular characters. Mulan will have her own pavilion, designed like a Chinese temple. Mickey even has a red-and-gold Chinese suit to wear. Restaurants boast Asian fare—from curry to sushi to Chinese mango pudding served in containers shaped like Mickey Mouse heads. The park's designers brought in a feng shui master, who rotated the front gate, repositioned cash registers and ordered that boulders be planted in key locations to ensure the park's prosperity. He even chose the park's auspicious opening date.

Ironically, Disney took this policy of cultural adaptation a little too far by planning to serve shark's fin soup at banquets; the local favorite got yanked from the menu in June after environmentalists, who blame the delicacy for endangering the global shark population, howled in protest. (Company officials said they took it off the menu only because they could not find environmentally sustainable supplies.) "They've bent over backward to make Hong Kong Disneyland blend in with the surroundings," says analyst Dennis McAlpine of McAlpine Associates, a securities-research firm. "Disney has learned that they can't impose the American will—or Disney's version of it—on another continent."

Indeed, success is far from assured, despite the feng shui. Disney faces a special hurdle in selling itself to mainlanders: until a few years ago, hardly any knew of Mickey Mouse and Donald Duck. Though Disney first entered China way back in the late 1930s—when the original Snow White and the Seven Dwarfs animated movie premiered—Disney cartoons were later banned in Mao's China. Nowadays, Chinese kids are familiar with the classic characters—in part from pirated DVDs—but their knowledge is limited. "This is the first market where we've opened a park in which we don't [already] have a long-term relationship with our guests," says Jay Rasulo, Burbank-based president of Disney's parks and resorts.

Disney has launched an all-out marketing effort to fill in the blanks. The company partnered with the Communist Youth League of China to run special events in which kids entered Mickey Mouse drawing contests and read Disney stories. Disney is using a TV program, The Magical World of Disneyland, to broadcast movies linked to park attractions. Although the free-to-air program appears on Hong Kong TV, it can be received in southern China. During each broadcast, Hong Kong pop star and Disney pitchman Jacky Cheung introduces behind-the-scenes reports on Disneyland, featuring interviews with ride designers. Even Walt Disney himself, who died in 1966, has been enlisted. He talks up the original Disneyland in 1950s footage, with Chinese subtitles.

The Hong Kong park is Disney's biggest and boldest jump into the burgeoning China market, and executives hope it will pave the way for the company's DVDs, TV shows, stuffed toys and other goods. "At the highest level, Hong Kong Disneyland is a beachhead for the Walt Disney Co. in China," says Rasulo. Disney already sells toys and other branded paraphernalia in China through a chain of 1,100 Disney Corner outlets, and has movies and television programs, such as the popular Dragon Club, on local TV. The firm has also been successful in getting its movies into restricted mainland cinemas—in 1995, the Lion King was one of the first Western films authorized to be screened since the Communists conquered China in 1949. But Disney wants much, much more, including a Disney TV channel in China and better access for its films. With 290 million mainland consumers under the age of 14, "we know we have an addressable market just crying out for Disney products," Walt Disney International president Andy Bird told investors in February.

Disney also wants to expand its theme-park business into the mainland. Rasulo confirms that Disney has been in discussions with government officials to bring a Disneyland there, possibly in Shanghai. "There will be a second Disney destination in China some day," he says. Meanwhile, the company is already imagineering new attractions for Hong Kong, such as an updated version of popular racing ride Autopia, due to open in mid-2006. On the drawing board are plans to nearly double the park's capacity and possibly add a second theme park. "We're in for a long-term commitment," says Robinson. "It's not like just opening an office and selling a product. We have a castle."

Still, skeptics say Disney isn't the answer to Hong Kong's long-term needs. "For those who want to go to Disney, fine. But Hong Kong needs other sides to it as well," says Benny Chia, director of the Fringe Club, an independent downtown arts center. "Hong Kong always goes for the big projects, but people keep returning to Paris for things like the little corner galleries." Lantau resident Wong Wai-king has deeper concerns. Disney, she fears, is just one sign that Hong Kong's own history and culture will be sacrificed in a mad rush for tourist dollars. She runs a two-room museum of local antiques and yellowed photographs in Tai O on the southern coast of Lantau. In this quaint village—accessible by a narrow road that winds precariously over mountains thick with green forest—cows graze peacefully in grassy fields, and many houses are built on wooden stilts stuck into mud along the shoreline. Residents are famous for homemade shrimp paste, which ferments in wicker pans in the hot sun. It's amazing that such a place can still exist in hyper-modern Hong Kong, with its lofty skyscrapers and superb high-tech infrastructure—and Wong wants to keep it that way. "What's important for Hong Kong is the local culture, not these attractions," she says. "If we don't protect our culture now, Hong Kong will become a place where people don't have a sense of belonging."

Yet Wong appears to be a voice in the wilderness, even in her own village, where other locals buzz about the possibility of Disney's creating a bigger market for the town's dried squid and shrimp paste. Wong Tak-yau, a 77-year-old Tai O retiree, can't wait for the Happiest Place on Earth to open next door. "I've never been to other countries," he says, "so I want to experience what Disney is like." The rest of Hong Kong will be going along for the ride.