You can often separate your generations out by Disney movies, though it seems a strange thing to do. And one of the movies that was absolutely key for mine happened to be The Lion King.

But here’s the kicker—The Lion King wasn’t intended as a golden egg-laying goose. In fact, it was the unloved cousin that Disney wanted swept under the rug from the outset. It was expected to fail. Here are a few tales, a few behind-the-scenes gems that make it clear why this oddball project that was based on no fairy tale whatsoever became something of a classic.

To begin with, perhaps the most interesting fact of all—this movie was not something Disney was banking on. The hierarchy in the animation division at that point in time went thus: all the best movies were about people. If you got stuck working on the movie about talking animals, good luck, but critical acclaim was not to be yours. So those who were largely considered Disney’s “A-team” were all hard at work during this period… on Pocahontas. The Lion King was basically meant to be a “gap year” piece of filler to give audiences something to watch while the next Disney pet project was still underway.

The connections between the film’s plot and Shakespeare’s Hamlet (an often talked-about influence) were not initially intentional. In earlier drafts of the script, Scar was not Mufasa’s brother—he was a lion without his own pride, who wanted what Mufasa had. Later on in story meetings, it was suggested that they could be related. The writers quickly realized that it gave the story certain parallels to Hamlet and started running wild with it. Apparently they considered going so far as to have Scar say “Goodnight sweet prince,” to Mufasa before letting his brother fall to his death. The next morning everyone, better for some sleep, agreed that it was a terrible idea and they reined in the references.

It is important to note that The Lion King is the first animated feature that Disney created independent of direct source material. Most people who heard of the overall plot scoffed at the idea. But for whatever reason, the people who ended up on their team became utterly dedicated to making it work. The script was overhauled more than once—at one point in time it had no music, and was going to be more of an animated “National Geographic special.” One of the original titles was “King of the Jungle,” which was scrapped when it was finally noted the story took place in the savannah. It was then that The Lion King came into play.

Because the music is one of the defining aspects of The Lion King, there is (unsurprisingly) much to say about its evolution. Elton John and Tim Rice were tapped for the songs and Hans Zimmer for the score. But Zimmer desperately wanted to recruit Lebo M to help him with the music; they had worked together previously on the film The Power of One. Unfortunately Lebo M, a singer and composer who was exiled from his country of South Africa at the time, proved impossible to get a hold of. Zimmer kept trying to leave him messages, but never heard back from the man. Eventually, he got a call from the directors (Roger Allers and Rob Minkoff) that they were coming over to see what he had written, and that he needed to have more of the soundtrack finished soon. After the call, his doorbell rang—Lebo M was standing there on his doorstep. Zimmer dragged him indoors and told him about the project.

Lebo M asked Zimmer to explain the plot of the film to him. As Zimmer did so, Lebo M began to write down the basics in Zulu to give himself a reference of word and phrases he might pull into the music. The directors arrived and asked Zimmer about the opening of the film—it was previously agreed that the movie would begin as the sun rose over the pride lands, with a single voice to herald it. Zimmer had Lebo M head into the recording studio he had set up, told him what they were trying to accomplish in that first moment, and asked if he could just riff to see if anything came to him. Lebo M tried many variations, but nothing fit quite right. Zimmer and the directors were beginning to panic over whether they would have the opening number complete in time to screen for the up-and-ups, chatting back and forth about what they might have to do….

Suddenly, Lebo M calls out: “Nants ingonyama bagithi Baba!”

Everyone stops. They all know it without saying a word. That’s it.

Once the opening number was complete, on both the music and animation sides of things, “The Circle of Life” was screened for Mike Eisner, the head of Disney at the time. As the screening ended, Eisner informed the creative team that they’d messed up big time. They asked why and held their breath.

Eisner’s response? “Because now the rest of the film has to be this good.”

He had a good point.

Based solely on the strength of “The Circle of Life,” the initial Lion King trailer was the very first Disney preview that opted to show a single uninterrupted scene rather than cuts of footage. It was a hit with audiences instantly. Fascinatingly, this trailer contained no spoken dialogue whatsoever.

Part of the strength of Lion King rests on the laurels of some honestly excellent voice talent. From James Earl Jones to Jeremy Irons, the cast had the calibre that audiences had come to suspect from Disney features… but they could have easily ended up with a different set. For instance, Nathan Lane and Ernie Sabella were originally called in to audition for two of the hyenas. The actors were in the middle of a run of Guys and Dolls together and were asked to audition side by side, which led to their casting as Timon and Pumba instead. Timon’s unforgettable sidetrack “What do you want me to do—dress in drag and do the hula?” was actually an ad-lib from Lane.

Additionally, the film intended to reunite Cheech and Chong as the two main hyenas, but when scheduling did not permit Tommy Chong’s appearance, one hyena was rewritten as a female. This, of course, resulted in the stellar casting of Whoopi Goldberg as Shenzi.

Because so many Disney films were based on fairy tales and children’s books, it was more common for their backdrops to feature vague Western-style castles or to be set in Europe outright. The Lion King was one of the first films to abandon this entirely, and the first to be inarguably set in Africa. (Aladdin does not quite make the cut—it’s location is unclear, more likely in the Middle East.) Interestingly, though Disney translates many of its films into a variety of languages, The Lion King was the very first (and one of very few in cinema, period) to be translated into Zulu, the language that comprises all of the non-English lyrics in the soundtrack.

But all of these perfect alignments of fate aside, The Lion King has been widely praised for its ability to accurately communicate loss to children. One of the animators spoke in a tearful interview of a letter they received following the release of the film. It was from a recently widowed father with two sons. He claimed that he hadn’t known what to tell his boys when they asked where their mother had gone following her death. When they went to see the film and the two boys saw Mufasa speaking to Simba from the clouds, he was able to explain to them that this was where there mother was. That she would never leave them, just as Mufasa had never left his son.

This is more likely the true reason The Lion King is so well-loved and well-remembered twenty years later. For all that could have gone wrong in a second-string production, everyone working on it banded together because they wanted it to succeed. They had something to say. Instead of sticking by their B-team status, the creative crew elevated themselves and made their own challenges. It is a underdog story that ends with a brand new tale—one that still has the ability to teach future generations about family, cycles of life and death, balance, and social responsibility.

And it was meant to be a silly romp with talking lions. Which just proves that there’s no good reason to settle for being second fiddle.

This story originally appeared on Tor.com on June 15, 2014.

Emmet Asher-Perrin remembers seeing that first Lion King trailer in the theater and being utterly breathless by the end. You can bug her on Twitter and read more of her work here and elsewhere.