17 things you probably didn't know about the making of 'The Lion King'

Simba, Pumbaa, and Timon in "The Lion King." Disney "The Lion King" turns 25 in 2019 and a remake of the film is out.

INSIDER interviewed codirector Rob Minkoff and producer Don Hahn at the D23 Expo in 2017 and attended a panel celebrating the movie.

We also listened to the audio commentary on the signature edition of the film.

Whoopi Goldberg begged to be a part of the film and an early version of Elton John's now-iconic "Circle of Life" was awful. "The Lion King" has been remade for a new generation, but how well do you know the original animated classic? INSIDER spoke with director Rob Minkoff and producer Don Hahn to learn more about the making of the movie. We also attended a panel with animators Mark Henn and Tony Bancroft, voice actor Ernie Sabella, and Whoopi Goldberg where they revealed behind-the-scenes secrets from the making of the 1994 film. In addition, INSIDER listened to the audio commentary on Disney's signature edition of the "Lion King". Keep reading to see what you probably don't know about the animated classic. This story has been updated from 2017.

1. The original name of the movie was "King of the Jungle." Disney "The original concept was to do a picture in Africa about lions," said Minkoff on the film's audio commentary. "No one at the time knew what the story was going to be." Producer Don Hahn said the story was "completely out of thin air" even though it was inspired a bit by "Hamlet."

2. It was tough to get people to work on "The Lion King." It was referred to as the "little engine that could" during the panel. Walt Disney Studios "The Lion King" was being made at the same time as "Pocahontas" in 1991. Minkoff recalled a studio breakfast meeting to discuss the development of both movies and it was clear everyone wanted in on "Pocahontas." "The head of the studio got up and basically said, ''Pocahontas' is a home run. It's 'West Side Story' meets 'Romeo and Juliet' meets 'Dances with Wolves' and 'Lion King,' on the other hand, is clearly an experiment.'" "Yeah, our pitch was Moses meets Joseph and 'Hamlet' in Africa' with music by Elton John," Hahn joked. "[The studio head] said, 'Well, we're not sure about 'Lion King.' We're not sure if it's going to be a success and, so if the movie makes $50 million I'll get down on my hands and knees," said Minkoff. "Let me tell you, he did." Minkoff didn't mention names, but Jeffrey Katzenberg was the studio chief at the time. While "The Lion King" was a commercial and critical hit - it has made nearly $1 billion at the box office - "Pocahontas" brought in $346 million worldwide after its debut. Katzenberg was fired by Disney's chief executive Michael Eisner at the time weeks after "The Lion King" opened.

3. The crew referred to the movie as "Bambi in Africa." Disney You may know that "The Lion King" wasn't the original name of the animated movie. When Minkoff was first brought onto the film, he says it was called "King of the Jungle"; however, he and Hahn said internally they referred to it as "Bambi in Africa" when explaining the movie's concept to others. "It was the early, short version of it that people could understand," said Hahn.

4. An early version of Elton John's now-iconic "Circle of Life" was awful. Disney Minkoff recalled getting a version of the song "Circle of Life," which was an early version, which was totally different than the one we ended up with. The director then sang some of it for the audience in a sing-songy jingle, "And we'll all join in the 'Circle of life." "And we thought, 'That's terrible,'" he said. "It's really bad," added Hahn. "Please don't tell Elton." Minkoff said they weren't sure what to do, but that there was no way they could use that version of the song. They had Tim Rice, who helped get John involved with the movie, go back to the singer and tell him the story had changed and they needed a new song to go with it. This time it was described as a big, rock anthem about animals gathering together to celebrate the birth of a lion and he delivered the song they were looking for we know today. Hahn and Minkoff told INSIDER we'll probably never hear that version of the song released.

5. There was almost another song early in the movie called "To Be King." Disney / The Lion King screencap "In the storyboard, and in the original outline, it always said, 'Dad's Day Out,'" said Hahn on the movie's commentary. "It was a male-bonding day between dad and son. But it just never quite fired up. You never believed Mufasa out there in the woods, singing and dancing."

6. A homeless man on the street helped inspire a change in Rafiki's character. Disney Hahn told INSIDER Rafiki was originally Mufasa's "wise, elderly council," but there wasn't much more to the character. "It was really dry and it wasn't working," said Hahn. "I think that was when we were in London recording and we walked down the street and you [Rob] and [co-director] Roger [Allers] saw this crazy homeless guy on the streets dancing with like a cup in front of him and Roger said, 'That's what Rafiki should be like!' Just this crazy, energetic thing." Minkoff remembered wondering if they needed Rafiki voice actor Robert Guillaume ("Benson") because his tone was very serious, but he was reminded to give him a chance and it sparked an idea that helped create the character's persona. "We go into the session and we were, at first, we were not getting what we wanted and it was dry and slow and too serious," said Minkoff. "At some point in the session I remember saying, 'Can you laugh? Just before you say this line, just laugh.' And, he came out with this amazing laugh and we all got an electric chill up our spines and were like, 'Oh my god. That's Rafiki! And, I can remember, in almost every session, we'd be saying, 'Could you laugh? Just laugh. Laugh right before you say the line."

7. The villain song, "Be Prepared," was originally called "Thanks to Me." Disney Producer Don Hahn said the original version of the song had a different title when it originally came in from Tim Rice and Elton John. "The lyrics were 'Thanks to me, it's goodbye Mufasa. Thanks to me, little Simba's gone bad,' or something like that," said Hahn on the film's audio commentary. "It was great, but as the story evolved, we wanted the notion that Scar was plotting," Hahn said. Minkoff added that the song originally took place after Mufasa was killed and they finally decided that was too late in the film and that it made more sense to have a plotting song for the villain. Hahn said that composer Hans Zimmer did the track for "Be Prepared" in a weekend.

8. There was originally a reprise of "Be Prepared" when Scar first took over Pride Rock as king. Disney "It was too lively to the mood," said codirector Roger Allers on the audio commentary of why the song didn't come back during the somber moment. Scar tells the lionnesses that Mufasa and Simba are dead in this scene. "You needed to come down from the death, from all that activity, you needed to have that low point," he added. Minkoff said a reprisal of the song also would have rubbed the audience's nose in Mufasa's death, which was something they didn't want to do.

9. There was another scene of Simba originally wandering around in the desert more before passing out from exhaustion. Disney "There was a little sequence where [Simba] was out on the sand dunes, and he was walking in the desert," said producer Don Hahn on the film's audio commentary. A similar scene to the one Hahn describes can be seen in the 2019 remake.

10. There were nearly discussions to recast Pumbaa actor Ernie Sabella. Disney "Ernie we had to fight for," Minkoff told INSIDER of the eventual voice of Pumbaa. "We did the first [recording] session and cut it to the story reel, and performed it, and the jokes weren't landing, which is really our fault, not theirs. So it didn't have a great first screening and there was conversation about possibly losing, possibly recasting Ernie." Minkoff convinced execs to give him another chance. "Sure enough I think the next screening everybody was slayed and thought it was hilarious and then you never look back." said Minkoff. "There's a lot of that that goes on in the process of creating any movie. You make choices and decisions. Some of them work and some of them don't." Funny enough, Sabella originally auditioned for the role of one of the hyenas.

11. "Hakuna Matata" was originally called "Warthog Rhapsody." Disney The song was more or less Pumbaa's philosophy. "It was just about their fun life and how you get bugs," said codirector Allers on the film's commentary.

12. Elton John wasn't happy with the way the filmmakers originally wanted to use his song "Can You Feel the Love Tonight?" Disney Originally, the entire love ballad was sung by Timon and Pumbaa instead of just the intro. But after Elton John sat in on a screening of the movie, that all changed. "We went to him and he was like, 'What have you done?'" said Minkoff during the panel. "'You destroyed my song. This was the reason I did the movie. I always wanted to write a great Disney love ballad and you've just destroyed it.' And we all were terrified. We kind of went home with our tails between our legs and were like, we have to fix this." "He was bright red," added Hahn.

13. One of the best lines in the entire movie was improvised. Disney Near the end of the movie, Simba's looking for a way to distract Scar's three main hyena henchmen. Timon (Nathan Lane) offhandedly suggests dressing in drag and dancing in a hula skirt. Lane came up with that line on the spot one day. "We just went on the floor in the [recording] booth," said Minkoff, who never thought they'd get that line in the movie.

14. The creative team had to fight to get Timon's hula skirt scene in the movie. Disney/IMAGE LA Minkoff knew that line was perfect when he heard it, but he didn't think there was anyway they could get it into the movie. "We did a lot of selling," Hahn said as the two explained they performed the song for Disney execs in an office early one morning. Hahn and Minkoff then got up and started performing the scene by banging on a giant water dispenser and playing a ukulele.

15. The hyena Ed got his name from "The Tonight Show With Johnny Carson." AP Photo/Douglas C. Pizac, File, Disney When they were trying to come up with a name for the third hyena who would be laughing all the time, the team thought of Ed McMahon laughing as Johnny Carson's announcer and sidekick on "The Tonight Show." It stuck.

16. The voice of Ed, Jim Cummings, is also the voice behind some other iconic Disney characters including Darkwing Duck and Winnie the Pooh. Disney Cummings did some of his other character voices for the crowd at D23 Expo in 2017.