Credit Lillian Disney—who died at 98 on December 16 in Los Angeles—with sharp but not flawless instincts. When Walt started planning his theme park, she made another face. Amusement parks, she said, "are dirty, and the people are nasty." She would come to love Disneyland, where the couple kept an apartment over the fire station on Main Street, a far cry from the Nez Perce Indian Reservation in Idaho where Lillian Bounds was raised, the youngest of 10 children of a federal marshal and his homemaker wife. Moving to L.A. in 1923, she was a $15-a-week film-frame inker at the fledgling Disney Studio when her independent spirit caught the founder's attention. They wed in 1925, raised two daughters, Diane and Sharon (who died of cancer in 1993), and for 41 years she was his primary sounding board. After Walt's death from lung cancer in 1966, she married John Truyens, a real estate developer who died in 1981. But Lillian remained devoted to Walt's memory, helping to found the California Institute of the Arts (a training ground for many Disney animators) and donating $50 million for an L.A. concert hall to be built in his name. "We shared a wonderful, exciting life," she once said, "and we loved every minute of it."