LAST JUNE, JUST 16 DAYS SHY OF her 80th birthday, Thelma Howard died in a Santa Monica nursing home. When her will was read, there were two stunning surprises. The first was that Howard—who had worked as Walt Disney's housekeeper for more than three decades—had amassed a $9.5 million fortune, mostly in Disney stocks. The second was that she had bequeathed half her estate to disadvantaged children, to be overseen by the newly formed Thelma Pearl Howard Foundation. "There had been so much pain and tragedy in my aunt's life, I think she felt she missed being young," says Howard's niece Cheryl Wallace, of Lewiston, Idaho. "She wanted to give something back to children."

The second of five children born into a poor Idaho farming family, Howard was 6 when her mother died during childbirth, and by the time she left Idaho at 18, she'd lost two of her siblings as well. She tried business college in Spokane, Wash., but dropped out for lack of money. By 1931 she had moved to L.A., where she worked at a soda fountain, did office work and cleaned houses. She took a live-in job at Disney's Holmby Hills estate in 1951 and quickly became a favorite of Disney's two children, Diane and Sharon. "The housekeeper before Thelma banished my sister and me from the kitchen," says Diane Disney Miller, now 61. "But when Thelma came, we spent all our time there. She could put on a full dinner with a roast and fresh pie and have kids drawing pictures at the kitchen table.

She made the place warm, and she made it work." She made it work for Disney, too, by keeping the fridge stocked with hot dogs, a favorite snack he wolfed down cold when he came home. Every Christmas he rewarded Howard with shares of his ever-expanding empire. She never sold any, bought more herself, and numerous stock splits over the years helped her amass nearly 193,000 shares by the time of her death.

That fortune will now be split between Michael—her 55-year-old son from an early marriage, who is in a home for the developmentally disabled—and the foundation, which will distribute funds to children's charities in Southern California. "My dad used to say she was the real Mary Poppins," says Miller with a smile. "He was right."