“Welcome to Wasteland.”

It may seem a strange way to begin a demo featuring America’s most classic cartoon character, but with Warren Spector behind Disney Epic Mickey, it all makes perfect sense.

News on Spector’s modernized Mickey Mouse game has been scarce since its announcement last year, but eerie art designs of slightly deranged Disney characters and a dark game palate made the game worth looking forward to. Today at Nintendo’s E3 conference, Spector introduced Epic Mickey in a live demo, confirming the shadowy tones of Wasteland, the mutated limbo where forgotten and neglected Disney characters, stories, scenes and attractions reside.

Mickey’s quest is to save Wasteland from the forces attempting to destroy it, but there is more to the game than simply saving the world. Throughout Epic Mickey, players can choose to be Good or Bad by using the core game mechanic–paint and paint thinner. Paint creates objects and entire worlds in Wasteland, while paint thinner disintegrates buildings, plants and even Disney’s beloved characters. Mickey’s choices determine how other characters treat him and how the game progresses.

Spector demonstrated two of three areas in Epic Mickey, the Quest Zone and the Travel Zone. The Quest Zone, rendered in 3D, allowed Mickey to choose his path and further hunt the malevolent forces attacking Wasteland, while the Travel Zone was a sidescrolling black and white classic cartoon version of Steamboat Willie, the skit that first introduced Mickey to the world. Mickey, still 3D and dripping black paint into the sky, didn’t face any enemies in the Travel Zone, but instead collected tokens to allow him to travel between areas.

Epic Mickey may not be as gruesome as the initial sketches made it seem, but Wasteland is still a dark and mature perspective on a classic world. Epic Mickey will be available this holiday season exclusively for the Wii.