I’m probably not alone in thinking that when Disney Infinity was announced, it sounded a little too good to be true. Separate worlds for a bunch of beloved Disney and Pixar properties and a mode where you can mash them up, all tied together by collectible figures? Yet there it was, waiting to be played at E3, and if I can paraphrase Jackie Chiles in a completely different context, it’s real, and it’s spectacular.

First, some basics for those just getting in the know about Infinity. To play, you’ll need an Infinity Base that connects to your PC or console. It serves the same purpose as the portal from Skylanders, except it has three slots: two for character figures and one for a Power Disc. We’ll get back to the discs in a bit.

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For each property in the game, there’s a play set that comes with two figures and a clear item that goes in the top slot (the Piston Cup from Cars, for example). Placing the item on the base will activate that specific game world, and only the appropriate characters can be used in it. I had a chance to play the Pirates of the Caribbean set, giving me Jack Sparrow and Davy Jones from which to choose.

That’s because each play set is a game unto itself, complete with RPG-style quests. Pirates has land missions with swordfighting and other platforming elements, sea quests featuring ship-to-ship combat, and an opening level that looks just like the amusement park ride that inspired the films. A second player can drop a figure in the second slot to lend a hand in split-screen fashion.

Other play sets are true to their respective movies or shows. The animator who walked me through the game (and didn’t laugh too hard when I got the Black Pearl sunk), said that Pixar was firm that Mike Wazowski and Sully couldn’t be seen fighting, so their play set focuses on pranks and scaring NPCs. Cars naturally centers around racing action, and so on.

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Like in Skylanders, the figures save your progression as you level up – plus they work cross-platform, so you can play on PC and play with the saved data on a friend’s PS3. And while the play sets are fun in their own right, many players are going to want to play through them as a means to an end: unlocking items to use in the Toy Box mode.

Quite simply, the Toy Box should make creative Disney fans squeal in delight. Playing without an item in the top slot automatically starts this sandbox mode, removing the restrictions on characters from different properties interacting with each other. Even better, it supports four-player online play to share in the fun.

I got an overview of how it works, and even with 25 minutes to take it in, I could tell it was simply scratching the surface. The foreground and background scenery, lighting and general theming can be changed with Power Discs, and we switched from Tangled to Sugar Rush from Wreck-It Ralph to Finding Nemo in a matter of seconds. It’s a quick way to give your world a makeover, but you can dig down and customize it in much more detail too.

Each individual piece, whether it’s a ramp, a hill, a building or whatever, can be added, taken away or modified. A menu system helps with fine details, but fast deletions can be done via the magic wand sported by your character. Logic and behaviors can be given to each item, and even chained together. My demonstrator showed how this worked by placing a flaming hoop and two cannons which shot off different kinds of fireworks when we jumped through it in Cinderella’s carriage.

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How’d we get the carriage? That’s where the Power Discs come in. Slated to be sold in blind packs of two in an ingenious monetization move, the Discs can offer you mounts (think Mulan’s horse or Abu as an elephant), vehicles, tools, weapons and more. The game keeps them cached so you can use more Discs, and along with the unlockables from the play sets, they potentially offer a ton of possibilities for your Toy Box.

With all the goodies on the floor demo unit, we put machine guns on the carriage and missile launchers on a flying car from the Dumbo ride at Disney World. We dropped in a finish line and linked logic to the crowd to cheer when we crossed. Since each character can equip two different types of items at once, we had Mike Wazowki fly around on an Incredibles hover board while hurling pirate bombs. All four people in a multiplayer game can affect the environment and join in whatever you set up, which is bound to lead to some zaniness. And I’m not even that creative, so I can only imagine what people are going to dream up.

Disney Infinity was a great concept from the start, with the potential to attract gamers from both genders and a wide range of ages. The only question was how the execution would turn out. My answer to that was to tell my editor that I’d eat my E3 badge next year if the game doesn’t turn out to be a big hit. Let’s just say I’m not expecting to have to digest any paper.