At the 2009 D23 Expo, Disney announced that a second Dumbo the Flying Elephant carousel would be built in order to increase the ride's capacity <ref> http://www.themeparktourist.com/news/20090913/329/disney-confirms-fantasyland-expansion-magic-kingdom </ref>. By 2011, plans for the Fantasyland Expansion had changed. Disney announced that a new area called Storybook Circus would be created in the location formally occupied by Mickey's Toontown Fair (In 2009 Disney had announced plans to construct Pixie Hollow, a Tinkerbell themed area in this location) <ref> http://www.insidethemagic.net/2011/02/tribute-explore-mickeys-toontown-fair-as-it-closes-permanently-at-walt-disney-worlds-magic-kingdom/# </ref> <ref> http://www.insidethemagic.net/2012/08/new-fantasyland-evolution-walt-disney-world-modifies-concepts-artwork-while-magic-kingdom-expansion-takes-shape/ </ref>. Storybook Circus took its inspiration from the circus scenes in Dumbo, and fittingly Disney further announced that Dumbo the Flying Elephant would be relocated to this new area <ref> http://disneyparks.disney.go.com/blog/2011/06/a-new-look-at-storybook-circus-at-magic-kingdom-park/ </ref>. As part of this relocation, not only would a second Dumbo carousel be constructed, but the attraction would also receive a covered interactive queue <ref> http://www.insidethemagic.net/2011/06/new-storybook-circus-concept-art-offers-more-details-for-magic-kingdom-fantasyland-expansion-at-walt-disney-world/ </ref>.
Dumbo the Flying Elephant closed for relocation on January 9, 2012. By the time Storybook Circus began soft openings on March 12, 2012, one of the two Dumbo carousels (the new one <ref> http://www.insidethemagic.net/2012/03/new-dumbo-ride-dazzles-in-storybook-circus-with-water-fountains-and-multi-colored-lights-at-walt-disney-world/ </ref>) was operational<ref> http://disneyparks.disney.go.com/blog/2012/03/photos-storybook-circus-soft-opens-at-magic-kingdom-park/ </ref>.The attraction now featured an all new look which included: a new color scheme (of red, blue and gold), a new soundtrack, and panels at the base of the attraction that depict various scenes from the movie. The refurbished Dumbo attraction also included water features at foot of the carousel (similar to the Dumbo attractions at other Disney parks) which light up in a variety of colors at night. On June 22, 2012, the second Dumbo carousel (the original one) opened to guests. Although nearly identical to the firsteach other, the second original Dumbo carousel spins counterclockwise to clockwise, while the originalnew carousel spins counterclockwise <ref> http://disneyparks.disney.go.com/blog/2012/03/photos-storybook-circus-soft-opens-at-magic-kingdom-park/ </ref>.
===Interactive Queue===