It was the summer of 2013 when a group of teenagers decided to take matters into their own hands.

Disney had just announced the company was going to shutter Toontown Online, a massively multiplayer online game for children and families in which players become cartoon animals tasked with defending their colorful world from gray, no-fun-allowed business robots.

The prospect of Toontown’s impending shutdown was nothing short of devastating for the thousands of kids who had spent nearly a decade of their lives in this digital world made just for them. It was where they got to make new friends from around the world, develop online identities, and discover early passions for storytelling, art, graphic design, gaming, and computer engineering.

With less than a month before their beloved online world would be shut down, teens like Joey Ziolkowski, then a 15-year-old high school student from Maryland, set out on a seemingly impossible rescue mission: to save Toontown by re-creating it on their own private servers—without the permission of Disney. They’d call it Toontown Rewritten.

“The thought was mostly like, this will be a fun little experiment. We’ll learn some stuff. Maybe we’ll bring the game back online for a couple months, or maybe a few hundred people will play it, and then either we’ll hit a roadblock, or we’ll get a cease and desist from Disney, or something will happen. We’ll pack up our bags, and it would have been a fun little thing,” Ziolkowski says.

Today, Toontown Rewritten has more than 2 million registered users, with an average of 50,000 monthly users and 10,000 daily users. Ziolkowski, now 26 and a professional game designer, is still part of the team of volunteers keeping the game and Toontown community alive and growing.

A spokesperson for Disney declined to comment.

The Toontown Rewritten team knows they operate in murky waters. Without a licensing agreement from Disney, 11 years of hard work could be shut down at any minute by a Disney lawyer. That’s why they’ve taken extensive steps to try to circumvent any concerns the Mouse House would have, including founding a nonprofit organization to oversee the game; making the game free to play; forgoing advertising revenue; removing NPCs of Disney characters like Mickey, Minnie, Goofy, and Donald Duck; and implementing a robust content moderation system to protect young players.

“We are trying not to mess with their brand,” says Elizabeth Reedy, the creative media lead for TTR. “We try not to poke the bear.”

These volunteers aren’t just donating their time, either. Toons of the World, the nonprofit behind Toontown Rewritten, is funded entirely through volunteer donations. Server costs alone for TTR amounted to nearly $17,000 in 2023, according to tax filings. The remaining expenses for Toons of the World—which total roughly $22,000—go toward hosting in-person fan conventions and running an online museum dedicated to preserving the history of the original MMO.

“Games and communities die all of the time whenever they’re closed,” says Maya Cohen, an art director for TTR who was part of the early revival efforts. “Even though I don’t know for sure, I like to imagine that when the people at Disney are looking at us, maybe it warms their heart to see the impact that their project had on its players and how they’re keeping it alive for so long.”

“Don’t Let the Corporation Grind You”

Toontown Online is largely considered the first massively multiplayer online game designed for families. The brainchild of game designer Jesse Schell, it first launched in 2003 and was inspired by the Toontown of Who Framed Roger Rabbit and Duckburg, the fictional hometown of Donald, Daisy, and Uncle Scrooge created by the artist Carl Barks.

In the game, players (customizable, cartoon animals called “Toons”) are confronted with the world of Toontown being taken over by business robots, who lurk on streets and take over shops with their ugly, sad corporate offices. To fight back, Toons work together to complete tasks and use silly gags like cream pies and seltzer bottles to defeat the baddies and reclaim their town.

The humor isn’t subtle, either. These business robots (“Cogs”) have names like Mr. Hollywood, Corporate Raider, Micromanager, Ambulance Chaser, and Legal Eagle. They attack Toons with everything from clip-on ties to buzzwords to bounced checks. It was a work-vs.-play dynamic that Schell and his team wanted parents and kids to get behind, especially since these were the early days of families having personal computers and kids playing games online.

How the developers got the Walt Disney Company to approve such a game, however, was thanks to some clever maneuvering. As Schell tells it, Toontown’s bad guys were originally going to be evil businessmen, or the “Suits.” Production was chugging along until Roy Disney Jr., the nephew of Walt Disney and son of longtime chief executive Roy O. Disney, came by for a tour at the Imagineering studio and got a preview of the game. The businessman was not pleased.

The next day, Schell’s team received a memo expressing as such. So how to placate the businessman without losing the game’s anti-corporate ethos? “We wrote back saying, ‘OK, we heard and understood. We will be changing it. The enemies will now be robots.’ We didn’t mention that they were business robots,” Schell says. “It never came up again.”

By June 2003, Toontown Online was unleashed in the US. Thanks to its straightforward storyline, simple gameplay, and controlled environment, kids and parents latched onto the game as they worked together, developed new friendships, and even learned some crucial life skills.

“I actually learned most of my English from Toontown,” says Cohen, who grew up in Israel and started playing the game with her brother when she was 12. “We just clicked random things and we started playing. We didn’t even know that we were playing with real people at the start because we didn’t understand the language.”

In the context of video game history, Toontown was a pioneer in its own right. In addition to being the first massively multiplayer online game designed for kids (and predating World of Warcraft by more than a year), Toontown’s developers patented SpeedChat, a dropdown menu of pre-prepared chat messages that allows players to safely communicate in real time, and masterminded a server framework that lets users keep playing as their Toon across different servers.

Toontown would soon serve as the inspiration for a whole genre of kids MMOs. One such game was Club Penguin, where kids got to play as cartoon penguins in an Arctic-themed open world, complete with different servers and a chatting function. The game launched in 2005 and was acquired by Disney in 2007 in a deal reportedly valued at $700 million, with payouts based on performance. (Spoiler alert: It didn’t go well.)

With Disney focusing its resources toward Club Penguin, and Toontown Online’s $9.95 monthly subscription model not juicing enough revenue, TTO eventually fell by the wayside. Schell had already left Disney years ago to run his own game studio, Schell Games, and the entertainment giant was looking toward new IP and new formats to power their gaming efforts. So in August 2013, 10 years after Toontown Online’s launch, Disney announced it would be pulling the plug.

That brings us back to our group of high schoolers, who decided the game needed just as much saving from Disney as the cartoon world did from its Cogs during that fateful summer.

“The whole message of [Toontown] was ‘don’t let the corporation grind you [down].’ The robots are trying to tear down Toontown and they’re trying to build factories that make more business robots, and you’re going to try and stop that from happening. And how do you do it? Probably by breaking the rules, doing these inappropriate things,” Schell says. “I look at the Toontown Rewritten crowd, and what do they do? They’re violating copyrights all over the place. Why? Because the corporation tore Toontown down.”

A “Ragtag Bunch of Misfits” Save Toontown

Ziolkowski and Cohen were some of the Toontown enthusiasts who joined an early IRC chatroom to discuss how they could revive the game. Doing so would require reverse engineering it using what materials were already accessible from previous releases of Toontown Online.

As for replicating that server framework? The high schoolers knew they’d need someone with more skill. So Ziolkowski turned to the best person he could think of: a college student. That’s how software engineer and Toontown player Sam Edwards came into the picture, spending his down time to create a server system that could handle thousands of players.

“I didn’t think that Toontown [Rewritten] would last very long,” Edwards said during a panel discussion about the revival at a 2016 anime convention. “It was more or less a little hobby to keep me busy during my senior year of college. I did not anticipate that I would not go to class and then drop out as a result … and get a full-time job out of it.”

With hunger mounting for a Toontown replacement and chatter growing on various chat forums about other competing efforts to remake the game, the TTR team got to work. So instead of playing Toontown Online on the final precious few days they could, this band of rogue hobbyists pored through existing game files, watched online lectures led by Toontown’s original developers, and experimented through sheer trial and error to create something that was close to playable.

By September 23, 2013—four days after Toontown Online went dark—Ziolkowski published a teaser video of pre-alpha, early gameplay for Toontown Rewritten to his YouTube channel. There were no Cogs, no Toon Tasks, but the spirit of the original Toontown was there, instantly made recognizable by the gameplay music and sound effects. By August 2014, TTR released its beta version, complete with tasks, Cog battles, and boss fights. On September 1, 2017, TTR opened to the public.

With that came a massive influx of new players, necessitating more staffing to handle content moderation and bug fixing. “All of a sudden, this project, which had up until this point been just a ragtag bunch of misfits doing whatever they felt like, needed some structure and some hierarchy and some backbone,” Edwards said during that 2016 panel.

Today, a team of roughly 130 volunteers dedicate themselves to keeping the game running and growing (in December, Toontown was refreshed with wintery updates and themed gags in time for the holidays). The volunteers communicate on Discord as they work toward launching some of the biggest game updates to date, which will include a new neighborhood and a major remastering of the entire Toontown world. Ziolkowski serves as the creative director of TTR, working alongside other early players like Cohen and Reedy who lead art and creative media departments, respectively.

Because things must come full circle, Ziolkowski now works with Toontown Online creator Jesse Schell at his company as a game designer, having impressed Schell with his work on TTR. Schell has fully passed on the torch to the TTR volunteers, allowing them to shape and mold the future of the game as they see fit, but the creator stays involved with the community, attending in-person ToonFest events and answering questions about the original game from fans.

Whatever changes they do make, the TTR team’s emphasis is on keeping the artistic style and gameplay as close as possible to the spirit of the original. That has paved the way for other fan recreations of Toontown to emerge, including a version called Corporate Clash that has overhauled the gameplay with a different artistic style, Cog types, and tasks, among other changes.

Now, new generations of players are falling in love with the game without ever having played the original. “I’m actually able to play Toontown with my 6-year-old and my 9-year-old,” Ron Weaver, one of the original developers on Toontown Online, says. “That’s a huge gift to me. I never imagined I’d be playing the game with my kids.”

Meanwhile, veteran players return to the game to relive their childhoods, even if they now exist as real-world versions of the business Cogs they once fought against. Even so, those fundamental values espoused in the original Toontown—of teamwork, of working toward the greater good, of having fun—live on. It’s a classic Disney ending.