While perusing the Disney Wiki one breezy afternoon in March (as you do), I scrolled past a fact on The Lion King’s page that made me wheeze with laughter.

“This is the first time real dust was seen in a Disney movie. The second time was in Pocahontas. The third time was in Tarzan. The fourth time was in Brother Bear.”

What did it mean? What was this “real” dust? Why were only four films mentioned? Surely there had to be other Disney films with dust.

This is clearly Hercules-destroys-the-Agora and Mulan’s-grandmother-crosses-the-street erasure, I thought. Didn’t Peter Pan basically revolve around pixie dust? Don’t the 101 dalmatians cover themselves with soot?

As it turns out, the story behind The Lion King’s dust is also the story of what made Disney’s 32nd animated feature so technologically spectacular: an instance when art direction drove the animation, which then drove Disney’s team to design a new level of special effects. As Timon and Pumbaa say in The Lion King 1½, the 2004 direct-to-home video classic: Before the beginning...

Following the success of large, lavish movie musicals like The Little Mermaid, Beauty and the Beast, and Aladdin, Disney was working steadily on what was seen as the company’s next big success: Pocahontas. Off to the side was the long-in-development animal adventure project that would become The Lion King.

“It was hard to get people to work on it,” recounts executive producer Don Hahn. “It was hard to gather people up, because people were more excited about working on more traditional Broadway films.”

Originally pitched in 1988 as “Bambi in Africa,” The Lion King evolved from King of the Kalahari to King of the Beasts to King of the Jungle over the years. At one point, the movie focused on a war between baboons and hyenas, with Scar, originally a baboon, manipulating Simba into a lazy king that could easily be overthrown. After the film transitioned through directors, producers, writers, Hahn took over and whisked away directors Roger Allers and Rob Minkoff, plus head of story Brenda Chapman, on a research trip to Africa with an aim to retool the script one final time.

The revision pushed the story in a more serious direction, art director Andy Gaskill tells Polygon. While the art team originally tried to recreate the African landscape in the styles of specific artists, such as illustrator N.C. Wyeth, grounding the story with heavy themes of death and mourning prompted Gaskill to consider a more naturalistic approach. Photographs taken during a research trip to Hell’s Gate National Park in Kenya served as a foundation for the style.

“We just looked at those and said, ‘Let’s try to capture this real, fundamentally natural quality of the African landscape,’” says Gaskill.

“It wasn’t so much creating a real, photographic Africa as it was creating a kind of heightened, almost caricature sense of Africa,” Hahn says. “Of course the real colors there are not brown and dusty and monochromatic. It’s incredibly colorful — the sunsets and the clouds and the color of the dirt. Everything was really inspiring.”

The focus on a naturalistic art style put an emphasis on the elements — grass, sunlight, rain, fire, and smoke (and dust), for instance — so the team could really capture a sense of the African savannah. For the most part, the effects were pulled off through hand-drawn animation, the way they’d always been done. More complicated elements required tactile workarounds; 2D visual effects director Scott Santoro says the rain in the film was created using old negatives of live-action storms captured in the 1940s.

”We just had them in boxes, and we’d dig them out now and then,” Santoro says.

One exception, though, was the dust, which represented a bridge between hand-drawn animation and computer effects — one of the most complicated instances of merging the two distinct art forms.

Let’s get this out of the way: Ask the average person about dust in The Lion King, and they’ll snicker and recount the rumor of “SEX” appearing over Simba’s head in one scene. At the time, parenting groups even claimed Disney was using subliminal messaging to reach impressionable youths. Over the years, the common answer to this theory was that the “SEX” actually says “SFX,” snuck in by a member of the special effects team.

Santoro says that this is absolutely not true. The version in theaters did not contain “SEX” or “SFX” or any letters, according to him. He’d know, having overseen the animation frame by frame. The myth, it turns out, has everything to do with the difference between film and video.

“Since we reviewed each shot in color dailies, we didn’t see this on film. VHS is much higher contrast than film. Things drop out, the bright things get brighter, the dark things get darker,” Santoro explains. “Some of the subtle shapes of the animated leaves and pollen dropped out, resulting in what really did look like the letters S, F, and Y for a few frames. I was certainly surprised once someone pointed it out — as was the animator. It was just a quirk that was blown completely out of proportion, but it was subsequently repaired for the DVD release.”

The dust seen in the supposed “SFX” scene, drawn by hand, is not the dust that made The Lion King worthy of the Disney Wiki page’s trivia section (and the annals of visual effects history). That would be dust created by computers for the pivotal wildebeest stampede.

“The wildebeests could not look too real, or they wouldn’t fit in with the background.”

The emotional core of The Lion King, the stampede is a heart-pounding moment that shifts the animated perspective from cartoony to naturalistic. The dust, layered in with varying opacity, explodes as the animals race through the gorge, and dissipates to reveal Mufasa’s lifeless corpse. The sequence was entirely rendered in 3D, following in the footsteps of Beauty and the Beast’s ballroom scene.

That 2D-meets-3D sequence wasn’t entirely successful, says Randy Fullmer, head of special effects on Beauty and the Beast. Getting all 55 departments on the same page had been taxing, and every frame of the scene had to be planned out with animators, effects artists, and others in mind.

“Depending on who you are and how critical your eye is, it’s either mind-bogglingly successful or a little odd, because you’ve got these 2D characters kind of semi-floating around in the middle of this very three-dimensional space that’s swirling around them,” says Fullmer.

For The Lion King, Santoro stepped in as head of special effects, while Fullmer worked as artistic coordinator, playing what turned out to be the incredibly important role of communicating between the animation team and the computer effects team — one of the first times such a role was needed in the making of an animated film.

“You needed both [teams], but they didn’t always completely understand each other,” says Fullmer. “We had these really brilliant computer guys that figured out herd behaviors and all these things that a stampede might do. You could not possibly hand-animate hundreds and hundreds of wildebeest, so it became their job to do this whole stampede.”

To complete the stampede sequence, the computer graphics side of the visual effects team first figured out the patterns of herd behavior. Starting with a follow-the-leader scenario, they rendered circles on the screen that would mimic real-life stampedes. They then put the “herd” on a gridded background, mapping a full-on realistic stampede racing through the gorge. The caveat? The base of the simulation used circles instead of animals.

“The herd came first, and then where the dust appears, and then the opacity of the dust and everything.”

“Eventually, comes time to make it a convincing wildebeest, and they tried — on the engineer side of things — they tried to animate the wildebeests at first, and oh my God,” says Fullmer. “They could not figure that out at all, and the wildebeests looked really awful.”

“It was difficult to make things look like they lived in the same world,” explains Santoro. “With that wildebeest sequence, the wildebeests could not look too real, or they wouldn’t fit in with the background.”

The trials and tribulations of animating the sequence had many members of the team fearing that the producers would cut the wildebeest scene from the film. But one animator, Ruben Aquino, who had made a very detailed sketch of a wildebeest during a research trip, saved the entire sequence.

“He came by one day and said, ‘How about if I just animated this cycle [of a wildebeest running]?’” recalls Fullmer. “And he did a 12-drawing cycle, and he knocked it out. He didn’t even take a whole day to do it. It was fantastic, just natural. He knew how to make an animal move.”

The computer effects team then attached the cycle to the existing circle herd, creating the racing wildebeests in the final version. The breakthrough was a testament, Fullmer says, to the power of working with both technical and artistic people, a difficult process that eventually worked out and paved the way for all the nuanced special effects that came afterward — dust included.

“You had misunderstandings at times, but you had to have both skill sets to put all together,” says Fullmer. “And then you eventually have real-looking wildebeest in this herd behavior, and then you could go in with dust and dust clouds and mimic that behavior and the patterns of where the herd had gone. The herd came first, and then where the dust appears, and then the opacity of the dust and everything.”

To render the milestone-making dust, the team worked in Computer Animation Production System. CAPS was a new digital ink and paint system designed by Disney and Pixar to streamline the coloring process, as well as introduce techniques like transparent shading, unlimited colors, and yes, opacity that lent itself perfectly to dust. Disney had used CAPS in feature animation since 1989’s The Little Mermaid, but produced 1990’s The Rescuers Down Under entirely within the system, making it the first film to be entirely animated digitally. CAPS remained in use until 2004’s Home on the Range and Disney’s pivot to CG animation.

Describing the creation of a dust cloud, Fullmer explains the intricacies of the process.

The outlines of the cloud were one thing — billowing shapes that, say, Mulan also had when it came to dust — but this dust wasn’t just a solid shape; it required other configurations underneath to give it dimension. The cloud would be painted to integrate it into the scene, and it would also be blurred and given varying levels of opacity.

“A dust cloud is going to be soft, and you’re adding opacities to it too,” Fullmer says. “Like in the stampede, or when you’re revealing that Mufasa has been killed or something, you might start out with a scene where the dust is pretty opaque because it’s a reveal. That might be a slight transparency, but maybe it’s almost 90% opaque. And as the scene progresses, you’re allowing it to dissipate, then you’re gradually doing a change down to, like, 20%. The dust is still there as atmosphere, but you can now see what’s just taken place.”

Creating the dust in The Lion King was both an assignment for a feature film and a step forward for Disney’s entire operation. Santoro says that right around that time, there was a push at the company to create vast resources of CG effects.

“The simple stuff became 3D because they were building libraries, all of that stuff,” says Santoro. “We weren’t the first movie to use CG, but we were at the beginning of it. There was more and more of it as time went on. They did more of it in Pocahontas, they did more of it in Hunchback of Notre Dame — the crowd scenes in Hunchback are 3D.”

In a world populated by Disney’s 3D-animated movies — Frozen 2 on its way in November, along with the latest Pixar offerings heading to theaters in 2020, and of course this week’s “live-action” Lion King — the wildebeest scene harkens back to a time when movies were mostly created via hand-drawn animation, and computer graphics served to enhance a 2D world, trying to fit within it instead of taking it over.

“We were still in pretty much a 2D-animated world, except for the stampede,” says Fullmer, adding, “which is not a bad thing. I love the look of it. There was a sweet quality about animation that has been lost a bit.”

The dust in The Lion King swept in during a transition period, as Disney and other burgeoning animation studios embraced and integrated computer graphics. One year after The Lion King, Pixar debuted its first CG-animated feature, Toy Story. Twenty-four years later, Disney would produce a Lion King remake rendered entirely in photorealistic CG animation. The Pride Lands’ dust — and the drama on which it settled — was a key moment in modern animation history. Which might be worth adding to the Disney Wiki page.