Project Dream was an unreleased video game that was to be released for the Super Nintendo Entertainment System. It was instead redeveloped into what is now, Banjo-Kazooie. It starred a young boy named "Edison" who wielded a wooden sword. He caused trouble with some pirates led by Captain Blackeye, who returned in Banjo-Tooie as a somewhat worthless and controversial character in Stop 'n' Swop's vast history. The story follows his adventures in trying to end his troubles. Project Dream was also to include characters such as an idiotic dog, a strange rabbit, and a large bear (who would later become Banjo). The game took longer than expected to be developed, so Rareware decided to move the game to the Nintendo 64 platform. The main character in the game was then changed to be the rabbit. But again, this was revised and several changes were made, until eventually a bear named Banjo was created as the main character and the storyline was heavily revamped.
- Banjo - He was originally designed to be a secondary character. However, he would later appear in his own game.
- Edison - The main character for the SNES version. He stirred up trouble with pirates.
- Captain Blackeye - The captain of a gang of pirates. He later appeared as a character in Banjo-Tooie at Jolly's Bar in Jolly Roger's Lagoon. He repeats the words "Once, I had a dream...", which may be a reference to his original role.
- A strange, unintelligent rabbit. - This character was going to be a secondary character in the SNES version, but he was later changed to the main character when Edison became too "generic".
- Tooty/Piccolo - Tooty was going to appear in the game as Banjo's girlfriend, but her original name was Piccolo to match her musical instrument. This was later changed for a unknown reason.
- Grunty/The Giant - Gruntilda was meant to be a giant in the N64 version, but she was later changed to that of an evil witch.
- Dinger - An idiotic dog who was a secondary character.
- Tiptup - He was also going to be a secondary character, much like Banjo was.
Kazooie was not scheduled to appear as a character in this one but she appeared as a baby bird in a nest at her own house. A little girl named Ella, who turned out to be the protagonist's younger sister, first found Kazooie's nest with an egg and a mother and father bird. The mother hatched Kazooie and Kazooie appeared like a baby, she said a first word, "Bweee!!!" because she first appeared as a baby breegull. Her original name may have been Leela Burns.
Other minor characters were also recently revealed by Grant Kirkhope on his website. These characters include Madeleine, which was Edison's girlfriend, Cockeye, who was originally a mad pirate, and an obese pirate that was part of Blackeye's crew. Another character who is a minor character is Ella, Edison's girly and princess-ish sister who was originally going to have a high pitched voice.
Even though Dream was not released, Grant Kirkhope (composer for the music of Banjo-Kazooie) had already composed several tunes. Some of these songs reappeared in the Banjo-Kazooie series, as well as other Rare games, such as Viva Piñata. Grant has released some of these on his website.