The Lion King 3D

The Lion King 3D

Sarabi (voiced by Madge Sinclair), Mufasa (James Earl Jones), Simba (Matthew Broderick) and Rafiki (Robert Guillaume) from THE LION KING, a film directed by Roger Allers and Rob Minkoff. Picture courtesy and © Disney Enterprises. All rights reserved.

The Lion King 3D (1994)

Also Known As: The Lion King 3D

Opened: 09/16/2011 Wide

AMC Empire 2509/16/2011 - 11/22/201168 days
Village East09/16/2011 - 11/03/201149 days
AMC Loews Meth...09/16/2011 - 11/03/201149 days
Showcase Cinem...09/16/2011 - 10/27/201142 days
AMC Deer Valley09/16/2011 - 10/27/201142 days
Georgetown 1409/16/2011 - 10/25/201140 days
Columbia Park ...09/16/2011 - 10/25/201140 days
Arclight/Holly...10/07/2011 - 10/13/20117 days

Trailer: Click for trailer

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Genre: Animated

Rated: G


When "The Lion King" first roared into theaters in 1994, the story of Simba and his father touched the hearts of an entire generation--its pioneering soundtrack, unexpected humor and compelling characters captivated audiences worldwide. The film, which followed "The Little Mermaid" and "Beauty and the Beast," propelled The Walt Disney Studios' animation renaissance, becoming the highest-grossing animated film of all time. (In the U.S., it continues to be the highest-grossing hand-drawn animated film ever.) "The Lion King" won the Oscar® for Best Original Score (Hans Zimmer) and Best Original Song (Elton John/Tim Rice, "Can You Feel the Love Tonight") and earned Golden Globes® in both categories as well as for Best Motion Picture--Comedy or Musical. It is the best-selling home entertainment release of all time and inspired a Tony Award®-winning Broadway musical that became the seventh-longest-running musical in Broadway history in January 2011.

And now, the popular classic is in 3D for the first time ever.

A special two-week theatrical extravaganza kicks off Sept. 16, 2011, showcasing the film on the big screen in Disney Digital 3D™. Its highly anticipated home-entertainment debut kicks off October 4, celebrating the Diamond Edition release of the epic movie "The Lion King" in high-definition Blu-ray™ and Blu-ray 3D™.

Nearly a decade since "The Lion King" last appeared on the big screen, the upcoming theatrical release invites new generations into the Circle of Life. The two-week, 3D presentation is a planned wide domestic release--the biggest since the film's 1994 debut--and the film's first-ever 3D release.

The Blu-ray debut marks the first time "The Lion King" has been available in any form since 2004. Featuring pristine high-definition picture and sound, the Blu-ray creates an incredible at-home experience with a host of picture and sound enhancements, interactive features and bonus content, including a new set of hilarious animated bloopers.

Can You Feel the Love

"'The Lion King' is essentially a love story between a father and son," says producer Don Hahn, whose recent projects include Tim Burton's "Frankenweenie" and the documentary "Hand Held." "It's about that moment in life when you realize that your father is going to pass on to you his wisdom and knowledge. The Circle of Life. Someday we all become adults. The baton will be passed on to us and we're going to have to grow up."

An original story, breathtaking animation, beloved characters and award-winning music set the stage for "The Lion King," a Disney classic that follows the adventures of Simba, the feisty lion cub who "just can't wait to be king." But his envious Uncle Scar has plans for his own ascent to the throne, and he forces Simba's exile from the kingdom. Alone and adrift, Simba soon joins the escapades of a hilarious meerkat named Timon and his warmhearted warthog pal, Pumbaa. Adopting their carefree lifestyle of "Hakuna Matata," Simba ignores his real responsibilities until he realizes his destiny and returns to the Pride Lands to claim his place in the Circle of Life. The all-star vocal talents--including Matthew Broderick, Nathan Lane, Whoopi Goldberg, James Earl Jones, Jeremy Irons, Ernie Sabella, Jonathan Taylor Thomas, Robert Guillaume, Cheech Marin and Moira Kelly--plus the rip-roaring comedy and uplifting messages of courage, loyalty and hope make this a timeless tale for all ages.

Produced by Hahn and directed by Roger Allers and Rob Minkoff from a script by Irene Mecchi, Jonathan Roberts and Linda Woolverton, "The Lion King" features five popular songs by legendary singer/songwriter Elton John and Academy Award®-winning lyricist Tim Rice, plus composer Hans Zimmer's evocative score and musical supervision. Set against the breathtaking natural beauty, mysticism and diversity of the African landscape, captured and stylized by a team of top artistic talents, Disney's 32nd full-length animated film is a uniquely entertaining coming-of-age allegory based on an original story that has since joined the ranks of classic fairy tales and literary favorites. "The Lion King" is rated G by the MPAA.

According to Allers, who went on to direct the short "The Little Matchgirl" and Sony Pictures Animation's "Open Season," "The real heart and emotional underpinning of the whole story is the father-son relationship. At one point in the film, Simba steps into his father's paw print and we see this image of his little paw in an enormous print. It is very symbolic. When his father is taken away from him too soon, he feels unworthy and inadequate. My favorite part of the film is when his father returns in ghost form and tells him that his spirit lives on in his son."

Minkoff, who later directed "The Forbidden Kingdom" and "Flypaper," adds: "We set out to do something very different from the things that had been done before. 'Aladdin,' 'Beauty' and 'Mermaid' were all basically love stories, and this one is more about the relationship between a father and a son. It is just as crucial and interesting in its own way, but a real different subject and a change of pace from other Disney films."

Recalls Lane, who later reteamed with Broderick on Broadway in "The Producers," "They showed us two clips from the movie and I thought to myself, 'Well, not only is this good, there's something very special about this.' Obviously, there's something in [the film] that touches people--it's why it was hugely successful and why it stays with people. [The filmmakers] worked for a long time to get the story right and that's why these films work and why they're considered classics."

Broderick remembers the first time he saw the film with an audience. "There's nothing like sitting with a real audience," he says. "I thought, 'Wow, these children will take their children [someday].' I could tell I was part of 'Snow White.' It felt like we were part of those movies that seem to live years and years through generations."

THE LION KING Like Never Before

"The Lion King" is one of Disney's first hand-drawn 2D animated classic to be revamped with the latest 3D technology. Filmmakers decided to bring the classic back to the big screen and into fans' homes in a whole new way, immersing audiences into the world of the Pride Lands.

"The 3D aspect of a film can help to better tell a story," says 3D stereographer Robert Neuman. "We used it in the way a composer uses music to score a film, having it echo the emotional content of the story. Getting the chance to add 3D to 'The Lion King' and to work with the original filmmakers to ensure the use of depth reflected their vision and enhanced their story was an incredible opportunity."

Producer Don Hahn, along with the original directors, Rob Minkoff and Roger Allers, viewed every single image of the film during the 3D conversion process, providing direction on depth queues as well as final approval on the shots during dailies. Additionally, a handful of artists who worked on the 3D conversion process also worked on the original release of "The Lion King."

The conversion required a team of more than 60 3D artists from multiple disciplines, including lighting, layout, effects and software engineering. Together, they defined a new dimension for "The Lion King," returning to the original CAPS files (the compositing software program) and painstakingly working to establish the perception of depth necessary to establish the third dimensionality to the imagery. Overseeing each step, Neuman created the 3D Script for the film, which involved mapping out the depth levels of each layer given to establish the 3D effects. With some scenes holding more than 100 composited layers of elements and artwork, there was a rich source of material to work from, which allowed the artists to bring out even greater 3D detail and volume to the film.

One of the more challenging characters to convert to 3D was Zazu--Mufasa's chief of protocol--with his wings and beak requiring several layers of 3D depth. The most difficult sequence to convert within the film was Scar's villainous song "Be Prepared," because it contained several effects shots and a multitude of characters, including hoards of his hyena henchmen.

From start to finish, the entire conversion project took four months--a remarkably quick turnaround, given the complexity of imagery and the wide variety of animal characters within the film. "What was exciting for me was the prospect of using our technology to create a fusion of the beauty and charm of traditional animation with the immersive quality of 3D cinema and see an entirely new art form emerge," says Neuman. "In this way, no matter how many times they had enjoyed 'The Lion King' in the past, we could give audiences the thrill of seeing it once again...for the first time!"

"With this new 3D release, audiences will experience 'The Lion King' as they have never before," says Sara Duran Singer, senior vice president of post production for The Walt Disney Studios. "They will be immersed in the savanna and surrounded by the exciting images and incredible new 7.1/3D Disney mix by Academy Award® nominee Terry Porter ("Beauty and the Beast"). It's not to be missed!"

New Animation for Blu-Ray Bonus Features

Recalling the Hijinks

To create one of the many new bonus features accompanying "The Lion King" on its Blu-ray® Diamond Edition debut, Producer Don Hahn reassembled many of the supervising character animators from the 1994 production to animate all-new sequences for an exclusive "Lion King" blooper reel. Featuring never-before-seen outtakes of recording sessions with the film's voice talent, these hilarious new moments add to the fun and enjoyment of this classic film.

Says Hahn: "When we were making the movie, there was always fun and hijinks behind the scenes, and it's stuff you never share, because it's your dirty laundry. When it came time to put together the Blu-ray for 'The Lion King,' we thought it would be fun to dust off some of the old recording sessions and find those little gems from Matthew Broderick, James Earl Jones and Nathan Lane that were the flubs and outtakes, things that didn't make it to the screen. And we did. Our poor editor went through what had to be 200 hours' worth of recording sessions that spanned a three-year period. She came up with bucketfuls of stuff and we went back to the original animators. We wanted to get down to the best of the best, the three minutes that is the essence of these characters."


Original Story, Stellar Soundtrack and Cool Characters Come Together

"The Lion King" follows the epic adventures of young Simba (voiced by Jonathan Taylor Thomas), a lion cub who struggles to accept the responsibilities of adulthood and his destined role as king of the jungle. As a carefree cub, he "just can't wait to be king," spending his days frolicking with his pal Nala (voiced by Niketa Calame). His father, King Mufasa (voiced by James Earl Jones), the revered ruler of the Pride Lands and the lands that surround it, teaches him about the Circle of Life--the delicate balance of nature which bonds all animals together--and helps him prepare for the day when he will be called upon to lead. Mufasa's evil brother, Scar (voiced by Jeremy Irons), hopes that day will never arrive and schemes to do away with the king and Simba so that he can assume the throne for his own tyrannical purposes. He and his hyena henchmen--Shenzi (voiced by Whoopi Goldberg), Banzai (voiced by Cheech Marin) and Ed (voiced by Jim Cummings)--lure Simba into the path of a wildebeest stampede in which Mufasa perishes trying to save his son. Scar then convinces Simba that he is responsible for his father's death and urges him to run far away from the Pride Lands and never return.

A frightened and guilt-ridden Simba flees into exile, where he is befriended by a wacky but warmhearted warthog named Pumbaa (voiced by Ernie Sabella) and his freewheeling meerkat companion, Timon (voiced by Nathan Lane). Simba adopts their "Hakuna Matata" (no worries) attitude toward life, living on a diet of bugs and taking things one day at a time. The cub matures into a young adult (voiced by Matthew Broderick) and is able to put his past behind him until Nala, now a beautiful young lioness (voiced by Moira Kelly), arrives on the scene and tells him of the hard times and suffering that have come to the Pride Lands under Scar's reign. With the help of Rafiki (voiced by Robert Guillaume), a wise shaman baboon, Simba realizes that his father's spirit lives on in him and that he must accept the responsibility of his destined role as king. But first, he must take on his uncle and his army of hyenas.

Also featured in the vocal cast is Rowan Atkinson as a hapless hornbill serving as King Mufasa's loyal assistant and guardian to young Simba. Actress Madge Sinclair provided the maternal voice of Simba's mother, Queen Sarabi.


For the more than 600 artists, animators and technicians who contributed to "The Lion King" over its lengthy production schedule, the film presented many challenges. In the end, more than one million drawings were created for the film, which is made up of 1,197 hand-painted backgrounds and 119,058 individually colored frames of film.

To prepare the filmmakers for the daunting task of capturing the vast natural beauty of Africa in animation, six members of the creative team visited Eastern Africa during the early stages of production. For each of them, the trip had a profound impact and helped them create and design the exciting visuals that make this film so special and unique. Close encounters with real lions and other jungle animals helped shape and define the roles the characters would play in the film. The numerous sketches, photos and videos they brought back with them enabled art director Andy Gaskill and production designer Chris Sanders to add authentic flavor to the reality-based "fantasy Africa" they were creating for the film. The unforgettable images of fiery sunrises, velvety-blue nights, dusty gorges, lush green jungles and earth-tone colors of the Serengeti were all inspired by this trip and the natural beauty that abounds here.


The idea for an African-based coming-of-age story originated in the story department of Walt Disney Animation Studios in 1990. The project was initially called "King of the Jungle" and, like most animated features, its development was evolutionary, taking years to create and refine.

According to producer Hahn, "The strength of our process here at Disney is the ability and willingness to throw things out, move things around or try something completely different. For example, the song 'Can You Feel the Love Tonight' was in different places and sung by different characters during the course of the production and finally became the beautiful love ballad that is in the final film."

For story head Brenda Chapman, who went on to direct "The Prince of Egypt" at DreamWorks and now calls Pixar Animation Studios home, the process was very rewarding but not without its share of frustrations. "Writing an original story is definitely more challenging," says Chapman, "because there is nothing to fall back on. There is no structure to begin with. Sometimes we found ourselves in left field and didn't know it until we were way out there. The story changed quite a bit from the initial idea that Simba would stay with the pride after his father's death. It was our job to make the main character likable and sympathetic. It was also challenging to make the environment and characters interesting. In real life, lions basically sleep, eat and have no props."

Chapman credits her trip to Kenya in 1991 as being a real turning point on this project. "It made me very passionate about this film and helped me to approach it with lots of new insights about the animals and the environment. It also gave us the idea for 'Hakuna Matata,' which is a very popular expression over there. Rafiki's nonsense rhyme--'asante sana, squash banana...we we negu, mi mi apana'--also came out of that trip. It was a schoolyard chant that our guide made up when he was a kid and used to sing it just for the heck of it. I wrote it down in my notebook because it was so amusing and it worked perfectly when we needed it for the scene with Rafiki and Simba."

In April 1992, when Minkoff joined the directing team, a brainstorming session was held to revamp the story. For two days, producer Hahn presided over the intensive discussion that included the two directors and Chapman. Also attending were Kirk Wise and Gary Trousdale, the directing and story-savvy duo responsible for "Beauty and the Beast." What emerged was a character makeover for Simba and a radically revised second half of the film. Screenwriters Irene Mecchi and Jonathan Roberts later added comic situations with foils Pumbaa and Timon, as well as the hyenas.

Mecchi enjoyed the process of writing an animated feature and describes it as writing in layers. "You are constantly going back and putting another layer on," she says. "Because the film is in production for such a long period of time, there are always opportunities to improve and re-address issues and to contribute to the growth of the characters."

Roberts adds, "As a writer, working on an animated film is very satisfying because the storyboard process lets you instantly visualize what you have written and see your work immediately in picture form. The recording sessions are kind of like out-of-town tryouts for a play. You're able to hear the actors speaking your lines, and then you have the luxury of being able to go back and adjust the dialogue. The whole process is very collaborative and it is a big satisfaction to hear moviegoers of all ages reacting to your lines."


Disney's Artists Capture the Essence of Africa

At the same time that the story was beginning to take shape, the artistic team was searching for the best ways to visualize and stylize the African settings so that they would serve the needs of the story and still be realistic enough to be believable. The trip to Africa had given Allers, Chapman and production designer Chris Sanders a profound new appreciation for the natural environments and inspired them to find ways to incorporate these elements into the design of the film.

Art Director Andy Gaskill played a key role in defining the film's aesthetics with his color sketches, numerous workbook drawings and suggestions for everything from character design to layout and effects. His interpretation of the opening musical sequence, "Circle of Life," in terms of composition, staging and design set the tone for the stylized realism that was to influence much of the film. "Africa is the unspoken character in this film," says Gaskill. "We wanted to give the art direction the same sense of grand sweep and epic scale that David Lean put into 'Lawrence of Arabia' and to have that same element of drama played against a huge canvas with nature and weather. We wanted audiences to sense the vastness of the savanna and to feel the dust and the breeze swaying through the grass. In other words, to get a real sense of nature and to feel as if they were there. It's very difficult to capture something as subtle as a sunrise or rain falling on a pond, but those are the kinds of images that we tried to get."

Adds Hahn: "The look of the film celebrates the cyclical nature of jungle life and the seasons in Africa. There are droughts and fires within the context of the story and finally rain, which represents life and rejuvenation. In terms of the locales, we ended up creating a 'fantasy Africa,' using real elements and heightening their reality. We grabbed places from all over the continent--Kenya, the Ivory Coast, even Casablanca--and put them into one film. N.C. Wyeth's paintings inspired us with their powerful composition, bold dramatic strokes, dynamic light sources and simple color palettes. Maxfield Parrish's work was another great source for us, and J.C. Leyendecker's strong designs and approach to illustrated characters were very similar to what we were trying to achieve."

According to Minkoff, "When I first came onto the project, it occurred to me that the film had a lot of the same themes and imagery of classic American western paintings and films. We had the epic landscapes, the evocative lighting and the protagonist's internal struggle of responsibility. Studying the dramatic styles of such classic painters and Frederic Remington and Charles Marion Russell and seeing how they depicted tremendous scope and beautiful lighting was a tremendous inspiration. Watching some of the epic Western films of John Ford and other great directors also had an impact on our final approach and design."

Gaskill credits the use of subliminal elements like wind and lighting with helping to make the film seem real and alive. "There are a lot of scenes with leaves rustling in the wind, grass blowing and lion's manes moving in the breeze," he says. "It is very time-consuming to animate, but it implies an atmosphere and a weather condition that you can't get any other way. In other scenes, we have moving clouds casting shadows and changing light patterns onto the ground below. Without these things, the scene wouldn't be nearly as special."

Background supervisor Doug Ball and his team of 20 artists get much of the credit for adding depth and realism to the settings. Ball's keen instincts for color styling and ability to capture subtle gradations of light in a landscape helped to make the film consistently interesting and believable. The extraordinary work of effects supervisor Scott Santoro and his team also added an extra variety of natural elements. In his role as artistic coordinator, Randy Fullmer worked closely with all the different departments and made sure the overall look of the film was consistent and true to the integrity of the artistic vision.

Dealing with the sprawling, horizontal African landscapes proved to be another challenge for Gaskill and Dan St. Pierre, the film's layout supervisor. "In this film, all we had was grass, trees, dirt and rocks to work with," says St. Pierre. "When you're dealing with a character like a lion cub that's only 24 inches long, point of view suddenly becomes very important, because that's the only way you can give any sense of scale."

Another key player on the artistic team was Production Designer Chris Sanders, who was called upon to let his imagination run wild for the film's more fanciful sequences and stylistic departures. His distinctly graphic approach is evident in two of the musical numbers "I Just Can't Wait to Be King" and "Hakuna Matata," as well as in the climactic fight sequence between Scar and Simba.

Sanders, who cites the wacky, abstract title song sequence from Disney's animated "The Three Caballeros" as being a major influence on his desire to become an animator, wanted to experiment with the visuals for "I Just Can't Wait to Be King." "During this particular song, the animals behave much differently than they do in the rest of the film," he says. "I kept thinking that it would be extremely odd if these realistic animals suddenly started singing, dancing and piling on top of each other, so I suggested that we diverge completely, visually, and make it a fantasy so we wouldn't be changing the rules.

"We decided to be as free and relaxed about this sequence as possible and just have fun with it," Sanders continues. "Using many of the natural patterns that we observed in Africa, we set out to create a cub's eye view of the monarchy. From the moment Simba jumps into the scene, the whole landscape dissolves from one world to another. We used brighter colors, bolder shapes and a whole different design approach to make it look different."


Groundbreaking Soundtrack Takes "The Lion King" to New Levels

Music has long been used to bring stories to life at The Walt Disney Studios. For "The Lion King," filmmakers brought together a trio of musical talents to create one of the most integral, sophisticated and delightful collaborations in the studio's history.

Lyricist Tim Rice was the first member of the music team to join the project. "The studio asked me if I had any suggestions as to who could write the music," says Rice. "They said, 'Choose anybody in the world and choose the best.' I said, 'Well, Elton John would be fantastic, but you probably won't get a hold of him, simply because he's very busy and he hasn't done a film score like this in 25 years.' They asked him and, to my amazement, Elton said 'Yes.'"

Executive Producer Tom Schumacher was dispatched to London to present the story to John. "We found him to be a very interested and insightful collaborator who was a big champion of turning this story into a musical," says Schumacher. "We showed him drafts of the script and screened the rough cut of the film for him on several occasions. He provided numerous comments and notes which we incorporated into the film and which benefited the overall production. With Tim as our main creative liaison, Elton became an important part of the filmmaking process and really seemed to enjoy himself along the way."

Says John, who recently executive produced and provided the music for the animated "Gnomeo & Juliet," "I actually jumped at the chance because I knew that Disney was a class act and I liked the storyline and the people immediately. The Disney films last forever, and children watch them and adults watch them and get just as much fun out of them. For me, this project was exciting and challenging because I had to write differently from what I would write for myself. I was pleased that the story was about animals, because 'The Jungle Book' is one of my favorite Disney films. I think that 'The Lion King' is the funniest movie Disney made since 'Jungle Book.' In fact, I probably think it's the funniest movie they've ever made."

Rice says that he was accustomed to writing lyrics to a tune--but "The Lion King" was different. "Elton is one of those rare examples of a composer who actually likes to get the words first," says Rice. "In the case of a film like 'The Lion King,' that proved to be quite useful, because the key thing with a Disney animated feature is to get the storyline dead right. Everything flows from the story."

Rice became an integral part of the story team, with his lyrics becoming just as important to the film as any other element of the script. He spent a great deal of time in meetings with the producer, directors and writers during the production. Once the lyrics and placement of the songs were agreed upon, Rice would serve as the "go-between" with Elton. "I was staggered by Elton's brilliant method of working and the speed of it," says Rice. "He has always said if he doesn't get a tune right in 20 minutes, he just throws it away. I witnessed him create 'Circle of Life' from start to finish. I gave him the lyrics at the beginning of the session at about two in the afternoon. He didn't want it before. By half past three, he'd finished writing and recording a stunning demo."

John and Rice later collaborated on the Broadway musical "Aida" and DreamWorks' "The Road to El Dorado."

Of the five songs the duo wrote for "The Lion King," "Circle of Life" stands apart as being perhaps the most meaningful to the theme of the film. The song, which was the third to be written by the duo, worked so well, in fact, that it became the anthem and was chosen to open the film without any establishing dialogue. The main vocal is delivered in an impressive and powerful gospel style by Carmen Twillie, a talented performer with numerous film and recording credits.

"'Circle of Life' points out that everything is interrelated and that everybody has some sort of responsibility to somebody else," says Rice. "We are all bound together. No man or lion for that matter is an island. This powerful song seemed to set the agenda for the film, and I think it's a very dramatic opening to the movie."

Much of the power and drama of that song and the film's overall musical impact derive from the contribution of the third major player on the music team, composer/arranger Hans Zimmer. His genius for conceptualizing music and experimentation helped to transform John's essentially western pop/rock/gospel tunes into fully realized African-flavored melodies complete with authentic Zulu chanting, extensive choral arrangements and rhythms and instrumentation associated with Africa. African-born singer/arranger Lebo M. helped Zimmer recruit and record singers in Los Angeles, London and South Africa for a series of extensive vocal sessions. He also wrote the Zulu lyrics heard in "Circle of Life" and throughout the film.

"The one-two punch for us on this film in terms of music was having Tim and Elton write some great songs and then having Hans Zimmer turn them into what they are in the film," says Producer Don Hahn. "Elton's gift is writing memorable, unforgettable melodies that move you. He puts his emotions into his music, which is beautiful and stunning. Hans brings an added dimension to those songs through percussion and the emotion of the voices. It gives a tremendous sense of emotion and a feeling of locale and is very much a celebration of African music. In a sense, he is the final storyteller, with his ability to underline the emotions of the piece through his score and music supervision."

Says Zimmer: "Elton was a very courageous man to just give me his demos and leave me to do whatever I wanted with them. His songs were great to begin with and I painted a little color into them. I work like an animator, in a way. I do this sort of black-and-white sketch on a piano and then I start filling in the colors as I go along."

The decision to use extensive choir vocals was Zimmer's. "Musicians playing an instrument are basically just trying to get as close to the emotion of a human voice as possible. So I thought I'd go straight to the source and get some really great singers together for this. The voice speaks to you emotionally and more directly than going through the process of translating it into an instrument."

Zimmer and Lebo M. built the perfect choral sound, and in April 1994, Lebo traveled to BOP Recording Studios in Mmabatho (160 miles from Johannesburg) to work with Mbongeni Ngema ("Sarafina") in recording a choir of 30 local singers for the final tracks.

The Zimmer-arranged version of "Circle of Life" was like a revelation to the filmmakers and won the approval of composer Elton John. "It was written as a straight song and it was his idea to give it an African slant and make it like a chant," says John. "His arrangement really made a difference to the song and the movie's opening. It fits in beautifully. I have tremendous respect for his talent as a writer/composer."

Zimmer contributed in many ways to the overall emotional impact of the movie with his song arrangements and evocative score. "I think music is a great way of telling a story, especially where words don't quite reach you," says the composer. "Emotions are universal, and music is the universal language."

Perhaps the most difficult song in the film to write was the love ballad "Can You Feel the Love Tonight." Although chronologically it was the first to be written, this song went through many modifications as this critical part of the story evolved and was reworked time and again. By Rice's count, he wrote 15 sets of lyrics for that song over a period of several years. At one point in the restructuring, the song was to be sung by Pumbaa and Timon. Feeling quite strongly about the role of the "love song" in a Disney film, John lobbied the directors to allow Simba and Nala to sing it as intended. Joseph Williams and Sally Dworsky provide the singing voices for the two lovers, with Kristle Edwards lending support. The original lyrics to "Can You Feel the Love Tonight" can be heard over the end credits in John's distinct version of the song.

For Simba's song, "I Just Can't Wait to Be King," John composed an up-tempo, cheeky tune that he describes as "Eddie Cochran meets Motown" in terms of style. Rice's lyrics reveal the young lion cub's ambitions and lend themselves to the fantasy-based visuals that accompany the song. Jason Weaver is heard as Simba, while the multitalented 15-year-old Laura Williams, a classically trained pianist and a member of the contemporary gospel recording group All God's Children, chimes in as Nala. Rowan Atkinson, as Zazu, also offers a few musical meanderings.

Jeremy Irons made his screen singing debut on "Be Prepared" as the villainous Scar bares his teeth and ambitions to an army of hideous hyenas. With just the right balance of menace and humor, the song itself grows bigger and bigger as Scar gets carried away with himself and his own oratory. Producer Hahn sees it as "a classic villain's song where Scar gets to twirl his mustache and hatch his plot. It launches into a kind of bacchanal conga-line moment where the audience discovers what his real motivation is."

The final song written for the film was "Hakuna Matata," a delightful zydeco-flavored tune based on the Swahili expression for "no worries." Delivered with great fervor and panache by Broadway veterans Nathan Lane and Ernie Sabella in their respective roles as Timon and Pumbaa, this song presented an opposing philosophy to the one offered in "Circle of Life" and provides a few musical clues as to what Simba's life will be like with his new companions. Jason Weaver and Joseph Williams both take turns singing as Simba as he matures from a carefree cub to adulthood.


Filmmakers Call on Nature Experts to Ensure Authenticity

Just as Walt Disney called upon the leading experts of the day to help his artists prepare for the task of realistically animating animals for the 1942 nature-based drama "Bambi," Producer Don Hahn enlisted the expertise of top specialists to teach his crew some of the fine points of animal behavior and anatomy.

Jim Fowler, renowned wildlife expert, adventurer and veteran of television's long-running "Mutual of Omaha's Wild Kingdom," visited the studio on several occasions with an assortment of lions and other jungle inhabitants to discuss behavior and give the animators an authentic feel for their subjects. He taught them how lions greet one another by gently butting heads and show affection by placing one's head under the other's chin. He talked about how they protect themselves by lying on their backs and using their claws to ward off attackers and how they fight rivals by rising on their hind legs like a clash of the titans.

Anatomy consultant Stuart Sumida, a biology professor at Cal State San Bernardino, also helped the animators get a better understanding for their characters' movements through his informative lectures at the studio on comparative anatomy, skeletal structure and action analysis.

During those early experimental stages, animators also made frequent trips to the zoo--the Los Angeles Zoo, the San Diego Zoo and Wild Animal Park, the Metro Zoo in Miami and the Living Desert Wildlife and Botanical Park in Palm Springs--to study everything from wildebeests to meerkats. Animal trainer David McMillan and his 700-pound lion, Poncho, became regulars at the animation department while Nick Toth of Cougar Hill Ranch corralled some of his large cat "pets" to help the cause.

According to producer Don Hahn, "Animators go through essentially all the same processes that any actor does, except somehow they have to distill those thoughts through the end of their fingers, onto a piece of paper. And so the directors cast animators just like a director on a live-action film would cast an actor."

The biggest challenge on this film for the animators was to realistically draw four-legged characters. Ruben Aquino, the supervising animator responsible for adult Simba, who most recently worked on this year's "Winnie the Pooh," had the distinction of being the first artist assigned to "The Lion King." His initial job was to research different forms of animal locomotion and to lay the groundwork for his colleagues who would soon be joining the production. He watched every wildlife documentary he could get his hands on, made numerous sketches and workbooks and analyzed different forms of locomotion, from the rocking, prancing moves of the wildebeests and the loping gait of the hyenas to the trot-like run of the warthog.

"Animal locomotion is one of the hardest things to do in animation," says Aquino. "With quadrupeds, you've got twice as many legs to worry about as you do with human characters. Animating their movements from certain angles can be very difficult, and transitioning between a run and a walk cycle is particularly hard. It was important that the audience believe that these characters were real, and the more we understood their anatomy, the easier it was to animate."

Also helpful to Aquino during his research phase was watching some of the Disney animated classics. "'Lady and the Tramp' was a great inspiration in terms of the acting. No other film has done better as far as creating personality in four-legged animals goes. I really liked the way Tramp delivers his lines while he's walking. 'The Jungle Book' and 'Bambi' were also useful for reference purposes."

Aquino also drew major inspiration from Matthew Broderick, who provides the voice for his character. "He's got a very warm and appealing voice," says the animator. "There's also a lot of humor and vulnerability in his delivery, which really gave me something to go on and made it easier for me to flesh out my performance."

Director Minkoff added, "Matthew was able to humanize the hero character for us with his performance and give Simba a lot of depth. Sometimes heroes end up becoming two-dimensional because they are very difficult roles to approach. Matthew brought a great deal of sensitivity and thoughtfulness to the role, along with sincerity and a sense of humor."

Working primarily with four-legged animals also proved challenging to the animators in terms of gesturing and attitudes. According to Andreas Deja, Scar's supervising animator, whose recent credits include "Winnie the Pooh" and "The Princess and the Frog," "When I first began to animate this character, I remember thinking, 'How am I going to get all this humanized personality into this character without hands?' Hands are so important to expressing a character's emotions. Finally, I learned to concentrate on the overall body attitude--the angle of the head and the facial expressions. Sometimes, very subtle things like raising an eyebrow let you show what the character is thinking. You have fewer things to work with, but I think it can be as powerful in the end if you really understand the scene and get the acting right."

In the case of Scar, Deja used the character's walk to express personality. "His walk is totally different from other lions'. He's usually lower to the ground because he's sneakier. He has more of a gliding walk, kind of slick and elegant, while the others are much more powerful and heavy."

The primary inspiration for Deja's performance and Scar's ultimate design came directly from actor Jeremy Irons. "As a voice talent and actor, he was able to do so much with the dialogue and was a great springboard for the character," says Deja. "He had a way of playing with the words and twisting them so that they would come out very sarcastic and always a bit unexpected. I would watch him at the recording sessions and then run back to my desk because I couldn't wait to get started with the animation."

Adds Director Allers: "Jeremy's recording sessions produced an embarrassment of riches. He would give us so many different interpretations that it became difficult for us to pick which was the best. He is a craftsman with his voice and was able to give all kinds of inflection and nuance. He brings to the character an air of incredible intelligence, yet sort of twisted and dark. He was absolutely brilliant."

Says Deja: "People sometimes ask, 'Don't you get bored doing all those drawings?' and the thing of it is that we don't think about drawing, we think about acting. My job is to figure out who this character is and what he's going through emotionally at any given point. You have to know what his likes and dislikes are and how he feels about himself and the other characters. Jeremy does the voice, but the performance and how he would move and act is really up to me. I have to come up with that performance that you see up there on the screen."

Some of Iron's physical traits also had an influence on Deja's design for the character. "There was a darkness around his eyes that fascinated me and gave him an eerie look in his films. I wanted to keep that quality, so I gave Scar dark circles around his eyes and combed his mane as if it were slicked back.

"You don't really turn down the part of a villain whether you're an actor or an animator," continues Deja, "because they're very juicy. Villains tend to be really expressive and usually motivate the story. They're also a lot more challenging from an animation standpoint. In the case of Scar, he is probably the most evil of all the villains I have worked with. He enjoys playing with his victims, and there are many different levels to his personality."

The assignment of animating the film's comic duo, Pumbaa and Timon, fell to real-life pals and co-workers Tony Bancroft and Mike Surrey. Voice talents Nathan Lane (Timon) and Ernie Sabella (Pumbaa) proved to have the right comedic combination for the roles.

"In real life, the warthog would probably eat the meerkat, so we took quite a few liberties in making them best friends," says Surrey. "With these two characters, we were able to go much broader and concentrate mainly on their personalities. Nathan was great to work with, and just watching him at the recording sessions provided some wonderful material. He has these really distinct eyebrows and facial expressions that I was able to incorporate into the character of Timon."

Adds Bancroft, "I would typically start the animation on most scenes because Pumbaa is almost like a moving stage for Timon. In fact, Timon is usually on Pumbaa's head or his nose or climbing all over him. Before I did any actual drawing, I'd talk the scene over with Mike to make sure that what I was doing would work with what he had in mind for Timon. There's a lot of interplay between the two characters, and we both had a lot of fun working on them."

The animated antics of King Mufasa's dedicated secretary bird, a hornbill named Zazu, were guided by supervising animator Ellen Woodbury. In addition to studying endless footage of birds, her research included a firsthand encounter with Jim Fowler's visiting hornbill, analyzing skeletons and muscle systems for birds and a trip to a Palm Desert aviary. "You somehow have to invent the sensation of what it's like to fly," says Woodbury. "Watching birds fly and hearing the sound their wings make along with all the other research gives you part of the image. By the time I did my test animation, I felt like I could fly. It was very liberating and exhilarating. It really helped me to internalize the process and pretend that I was moving through the scene the way Zazu would. Rowan Atkinson's voice is incredibly rich, and listening to his readings gave me so much to work with."

For supervising animator Mark Henn, a 28-year Disney veteran who recently worked on "Winnie the Pooh" and "The Princess and the Frog," overseeing young Simba was one of his best assignments. "The thing that really excited me about this film was its emotional content," says Henn. "It is very powerful, and the struggles that Simba goes through, the highs and the lows of his life, is what sets this film apart for me. The challenge for us as actors and animators was to 'get into his paws' and take that feeling and keep it building on it. In order for the film to work, the audience has to really like Simba and be willing to cheer for him and cry with him at times."


Building the Perfect Wildebeests

For the pivotal scene in the film where Scar enacts his plan to do away with his royal relatives, directors Allers and Minkoff wanted to create something with the same visual impact as the dramatic events that were unfolding. The script called for thousands of stampeding wildebeests to pour over the hilltop into the gorge below. Walt Disney Animation Studios' CGI (computer-generated imagery) department was called upon to help pull off this amazing feat and to enhance the emotional impact of the scene. Five specially trained animators and technicians in this department spent more than two years creating the impressive 21/2-minute sequence, which represented a new level of sophistication for the art form and a dramatic highlight for the film.

"A stampede of thousands of wildebeests would be too laborious to create by hand," says CGI supervisor Scott Johnston, "but animators working with computers can figure out what the behavior of the animal is and replicate it. We can also create all the camera angles that the scene requires and match them to the landscape of the environment."

Starting with a two-dimensional model sheet and some conventional hand-drawn rough animation created by supervising animator Ruben Aquino, Johnston and his CGI team were able to generate three-dimensional representations of a wildebeest inside the computer. Once this digitized computer version existed, the camera could be placed anywhere to allow different angles during the course of a scene.

"Since the scene called for a stampede, we had to come up with a way that our animators could control the behavior of herds of wildebeests without having them bump into each other," says Johnston. "We developed a simulation program that would allow us to designate leaders and followers within each group. We were also able to individualize and vary the movement of each animal within a group to give them a certain random quality. Effectively they could all be doing different things with the library of behavior, including slow and fast gallops, various head tosses and even a few different kinds of leaps."

The hand-drawn animation of Simba and Mufasa was composited with the CGI wildebeest stampede and the film's other hand-drawn elements, including backgrounds and effects.