Harmonix has spent the last few years scouring the Walt Disney Animation Research Library (ARL) to bring the classic 1940 film Fantasia to life in a brand new way. During the creative process of the film, Disney hired stenographers to record every meeting as the music and storytelling for the eight animated sequences were constructed.

“One of the phenomenal things about Disney is that they have a staff dedicated to preserving the history of Disney,” said Daniel Sussman, project director at Harmonix for Fantasia: Music Evolved, who said he read Walt Disney’s biography while working on the project. “We also read all of the notes from the stenographers between Walt Disney and Leopold Stokowski; as they discussed things like the role of how abstract art can be and what is the relationship between character and music, and narrative and song. This offered brilliant insight into what they were doing, and we applied what they were trying to do with that film to motion video gaming.”

The Harmonix team studied the Fantasia animation, which is part of over 600 million pieces of art in the ARL. Sussman said this art allowed the team to go deep into the “how’s” and “why’s” of the original Fantasia. One of Walt’s original goal with the film was to help mainstream audiences embrace classic music from celebrated composers like Tchaikovsky, Stravinsky, Beethoven. With the video game sequel, Harmonix hopes to move that original concept forward by combining original classical music from the film like “The Nutcracker Medley” and “The Four Seasons” along with classic rock like “Message in a Bottle” from the Police and “Rocket Man” from Elton John with modern day hits like Bruno Mars’ “Locked Out Of Heaven” and Kimbra’s “Settle Down.”

Composer Inon Zur composed, conducted and produced many of the original orchestral themes for the game and collaborated closely with Disney Interactive and Harmonix to produce new recordings of classical symphonies by great composers like Mussorgsky and Vivaldi. He also produced and arranged the orchestral version of Queen’s iconic rock opera “Bohemian Rhapsody” for the game. Zur recorded these classical songs with the London Symphony Orchestra and The Academy of St. Martin in the Fields at Abbey Road.

Harmonix collaborated with the musicians that are featured in the game to give players control of the music. Using Microsoft’s Kinect motion sensor technology, players can explore the game’s 10 interactive worlds like the undersea beauty of The Shoal or the colorful graffiti-filled city The Neighborhood and put their own personal touches on the music featured in the game. Players can literally make music out of the environments, turning vegetables into beat boxes and turtles into drums using magic. All actions are done using hand, arm and body gestures via the Kinect. The game does not support traditional controllers.

There are two ways to transform the game’s 32 songs – remixes and composition spells. Remixes allow players to combine elements from different tracks, so the drum and bass from The Who’s “Real Me” can be combined with an entire orchestral section. Composition spells are unlocked as a player progresses through the game.

“Composition spells are basically solo instruments that the player gets to record their own music on,” said Jonathan Mince, lead designer on the game at Harmonix. “There are five different interfaces for them, but each song has a different musical style on that interface, so we teach you how to use those different controls. In each song you’re going to hear a different soundscape and you’ll be able to customize it and then record a solo, which will loop back into the track at intervals that fit with each particular song. Sometimes the composition spells layer on top of each other in really surprising ways, and then you can save that performance and on Xbox One you can upload it to You Tube where and share it with your friends.”

This opened up a much different licensing agreement than Harmonix had dealt with in past music games, where the object was for the player to match the original song.

“One of the things that was unexpected to me was the degree to which Fantasia, as a piece of cultural media, played a really important role in people’s lives,” said Sussman. “People sat down and watched the movie with their kids. Every artist we talked to about this game has been excited about playing a role. The process was easier than I thought it was going to be, given how much control we give to the player. We targeted musicians who are on the bleeding edge of social media and new technology, and who understood the importance of reaching a new audience in today’s digital age.”

In keeping with the family-friendly theme, two players can go head-to-head as dueling conductors with unique mixes and music styles or work together to unlock composition spells and record solos as a team.

Connecting today’s gamers back to the original 1940 film is magician Yen Sid. Players assume the role of the Sorcerer’s Apprentice, which Mickey Mouse portrayed in one of the most popular animated shorts from Fantasia. With a female apprentice, Scout, as their in-game guide, players attempt to save Fantasia from the Noise, with the hope of earning the hat that Mickey made famous. Mince said that since there has been a long lineage of Sorcerer’s Apprentices within the game world, and Mickey is the most famous, he’ll make a cameo appearance.

Microsoft is banking on the one-two punch of Disney Interactive and Harmonix, as the hardware maker needs to offer more reasons for gamers to use its Kinect technology on Xbox 360 and Xbox One. After shipping Kinect with every Xbox One at launch, Microsoft took the motion sensor technology out of the box in one version and shaved $100 off the price to compete with Sony’s (SNE) PlayStation 4. With Christmas around the corner, families will only be able to explore this new critically-acclaimed extension of Fantasia on a Microsoft console. And they’ll need a Kinect to play it.