"The Lion King"

Production Information

The adventure-filled journey of Simba, a heroic young lion struggling to find his place in nature's "circle of life" and follow in the regal paw prints of his father, the great King Mufasa, forms the basis of Walt Disney Pictures' extraordinary new animated feature, "The Lion King." Set against the breathtaking natural beauty, mysticism and diversity of the African landscape, captured and stylized here by a team of top artistic talents, Disney's 32nd full-length animated film is a uniquely entertaining coming-of-age allegory and the studio's first to be based on an original story. Using classic storytelling elements, personable characters, memorable music, generous doses of humor and universal themes as building blocks, the film's creative team meticulously and painstakingly crafted the story instead of the more traditional approach of adapting a classic fairy tale or literary favorite.

With superb performances from Disney's talented animation team and an inspired all-star vocal ensemble, five incredible new songs by legendary singer/songwriter Elton John and Academy Award-winning lyricist Tim Rice ("Aladdin") plus composer Hans Zimmer's evocative score and musical supervision, this stylish, ambitious and magical film provides a delightfully entertaining experience for moviegoers of all ages. Innovative uses of technology add to the production's scope and richness, allowing the filmmakers to once again expand the boundaries of their medium by creating images and situations that were never before possible.

"The Lion King" follows the epic adventures of a young lion cub named Simba as he 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," and spends his days frolicking with his pal, Nala. His father, King Mufasa, the revered ruler of Pride Rock and the lands that surround it, teaches him about the "circle of life" -- the delicate balance of nature which bonds all animals together -- and cautions him to prepare for the day when he will be called upon to lead. Mufasa's evil brother, Scar, 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, Banzai and Ed -- lure Simba into the path of a wildebeest stampede in which Mufasa is killed trying to save his son.

Scar 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 and his free-wheeling meerkat companion, Timon. Under the dubious guidance of this nature's odd couple, Simba adopts their "Hakuna Matata" (no worries) attitude towards life, living on a diet of bugs and taking things one day at a time. The cub matures into a young adult and is able to put his past behind him until a beautiful young lioness, who turns out to be his childhood friend Nala, arrives on the scene. She tells him of the hard times and suffering that have come to the Pride Lands under Scar's reign and beseeches him to take his place as king. With the help of Rafiki, 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. In a climactic battle with his uncle and an army of hyenas, Simba attempts to reclaim his rightful place in the "circle of life."

Roger Allers and Rob Minkoff, two versatile Disney veterans whose impressive backgrounds run the gamut from character animation to story supervision, design and short film direction, make their feature film directing debuts on "The Lion King." Producer Don Hahn, a major contributor to Disney's animation renaissance during his 18 years at the studio as producer of "Beauty and the Beast" and as associate producer of "Who Framed Roger Rabbit," was responsible for overseeing this production. Thomas Schumacher and Sarah McArthur, both key players in the recent revitalization of Disney's Feature Animation division, served as executive producers. The film's original screenplay is by Irene Mecchi and Jonathan Roberts and Linda Woolverton. Thirteen supervising animators, both in California and Florida, were responsible for establishing the personalities and setting the tone for the film's main characters. Nearly 20 minutes of the film were animated at The Disney-MGM Studios in Florida.

Helping to bring the film's colorful cast of characters convincingly to life is a stellar group of vocal talents. Their performances at the microphone coupled with the artistry of the animators result in some of the most exciting personalities ever created for animation. As the voice of young Simba, Jonathan Taylor Thomas ("Home Improvement") is a roaring success lending a tone of sincerity and humor to the curious cub. Simba's voice as an adult belongs to popular actor Matthew Broderick, who brings the proper blend of comedy, compassion and complexity to the character. The unmistakable roar of King Mufasa comes from renowned actor James Earl Jones, one of the most popular and recognizable voices in the world. His deep, distinguished tones are just right for this brave, magnificent lion who is deservedly the pride of the Pride Lands and Simba's great role model.

Academy Award-winner Jeremy Irons is a sure bet to join Disney's gallery of classic villains with his deliciously nasty delivery as Scar, the tyrannical uncle who is "prepared" to do whatever it takes to gain control of the Pride Lands. Ready to do his bidding are a laughable trio of hyena henchmen who may be at the bottom of the food chain, but are tops at stirring up laughter and treachery. Academy Award-winner Whoopi Goldberg lends her impressive comic talents to the vocalizations of Shenzi while Cheech Marin chases down lots of laughs as the bedraggled Banzai. Versatile vocalist Jim Cummings uses an expressive range of laughs from giggles to guffaws to add personality to a slap-happy hyena named Ed, a cross between Harpo Marx and Ed McMahon.

Also featured in the vocal cast is Rowan Atkinson, the popular British comic actor best known for his television portrayals of "Mr. Bean" and "Black Adder," who fills the bill here as a hapless hornbill serving as the king's loyal assistant and guardian to young Simba. Broadway veterans Nathan Lane and Ernie Sabella bring their hilarious comic antics to the roles of a carefree meerkat named Timon and his pungent warthog pal, Pumbaa. Multi-talented Robert Guillaume adds heart, eccentricity and a touch of mysticism to the proceedings as the voice of Rafiki, a wise baboon who leads Simba back on track. Rounding out the cast are Niketa Calame as the playful voice of Simba's young playmate, Nala, with Moira Kelly taking over as that character grows into a lovely lioness. Actress Madge Sinclair provides the maternal voice behind Simba's royal mother, Queen Sarabi.

"'The Lion King' is very much in the great Disney tradition of using allegories with animals for storytelling purposes," says Roy E. Disney, vice chairman of The Walt Disney Company and head of feature animation. "In the early days, Walt adapted many of Aesop's fables for animation and used animal characters like Mickey and Donald to tell his stories. Later 'Bambi,' 'Lady and the Tramp' and 'One Hundred and One Dalmatians,' and some of the 'True Life Adventures' further explored the approach of telling stories about animals in human terms and with strong moral themes. I think 'Lion King' very much has its roots in those films and I am personally delighted because it opens up whole new worlds for us in storytelling."

According to Peter Schneider, president of feature animation and one of the principal architects of that division's unprecedented expansion, "'The Lion King' is a departure for us, thematically. It tackles a new area and a new subject and pushes the boundaries one step further both technically and artistically. Our animators are like a resident repertory theater company and the quality of the performances in this film reflects the fact that with each film they are getting better and better as actors and artists. Part of our continuing challenge in feature animation is to convince moviegoers that animated movies are movies that happen to be animated. They have great stories, great emotion and great humor."

"'The Lion King' is essentially a love story between a father and a son," says producer Don Hahn. "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."

For Jeffrey Katzenberg, who, as chairman of The Walt Disney Studios, has taken a deep interest and creative role in the animated features, "The Lion King" was a heartfelt project that touched a deep chord. "This movie is about responsibility," he says. "It's about the responsibility we have as torchbearers from one generation to the next. For every single human being, there is a special moment when they go from being a child to an adult and must take on the responsibility that goes with it. For most people, it happens out of something joyous like finding a mate in life or the birth of a child. Sometimes, as in the case of Simba, it is caused by something tragic. He has to come to terms with that and ends up growing in the process. Whether you're 5 or 85, it is something everyone can relate to instinctively or through personal experience."

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 the earthtone colors of the Serengeti were all inspired by this trip and the natural beauty that abounds there.

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.

The release of "The Lion King" comes at a time when Disney Feature Animation is experiencing new peaks in worldwide popularity and the studio has entered its most prolific period of production, expansion and innovation since the 1930s. The unprecedented success of such recent films as "Aladdin" (1992), "Beauty and the Beast" (1991) and "The Little Mermaid" (1989) have helped to generate new interest in the art form and create a new appreciation and sense of excitement as to its possibilities. Under the guidance of Roy E. Disney, Jeffrey Katzenberg and Peter Schneider, Walt Disney Feature Animation has grown from 150 employees to nearly 900 in just the last 10 years. The studio is currently at work on two animated features for release in 1995: "Pocahontas" and "The Hunchback of Notre Dame," both featuring music by Academy Award-winner Alan Menken and lyrics by Stephen Schwartz. Among the many other projects now in development are adaptations of a Chinese legend, the story of Hercules and the classic tale of the Ethiopian Princess Aida.

ORIGINS OF THE PROJECT

The idea for an African-based coming-of-age story told as an allegory originated in the story department of Disney Feature Animation more than four years ago. The project was initially called "King of the Jungle" and, like most animated features at Disney, its development was evolutionary, taking years to create and refine. Unlike the six classic fairy tales that preceded it and the numerous adaptations of literary favorites like "Peter Pan," "Alice in Wonderland," "One Hundred and One Dalmatians," "The Rescuers" and "The Great Mouse Detective," "The Lion King" is an original story not based on any previously published account.

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."

Having two directors with impressive story and development backgrounds proved to be a tremendous asset to the film. Minkoff and Allers' interest and participation in theater also prepared them well for this current assignment and proved to be another great strength of this directing team.

According to Allers, who joined the project in October, 1991, "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 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."

For story head, Brenda Chapman, 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 nugu. 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 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 Rob Minkoff joined the directing team, a brainstorming session was held to revamp the story. For two days, Don 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.

By that summer, screenwriter Irene Mecchi was brought on board to help further develop the characters and define their personalities. Several months later, she was joined by Jonathan Roberts in the rewriting process. Working together as the "Nick and Nora Charles" of the animation department and in conjunction with the directors and story team, they tackled the difficult unresolved emotional issues in the script and also added lots of new 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. 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."

THE ART DIRECTION: CAPTURING AFRICA ON FILM

"Africa is the unspoken character in this film," explains 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 savannah 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."

"The look of the film celebrates the cyclical nature of jungle life and the seasons in Africa," adds Hahn. "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 responsibility. Studying the dramatic styles of such classic painters as 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 dimension to the film with their detailed portrayals of a wide 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 a picture like 'Aladdin,' you've got architecture, clothing and a whole array of human artifacts that help to define scale," says St. Pierre. "In this film, all we had was grass, trees, dirt and rocks to work with. 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." He recalls, "During this particular song, the animals behave much differently than they do in the rest of the film. 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."

THE MUSIC

According to Disney's president of feature animation, Peter Schneider, "Music is a very important factor in our movies. In song, we can do tremendous amounts of storytelling and the music carries a lot of the emotion of the story."

Lyricist Tim Rice was the first member of the music team to join the project. He recalls, "The studio asked me if I had any suggestions as to who could write the music. 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 Elton and persuade him to participate in the project. "We were terrified at first to even approach him," recalls Schumacher, "because we thought he might be extremely busy or difficult to work with. Instead, we found him to be a very interested and insightful collaborator who was a big champion of turning this story into a musical. 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."

Rice had barely started on the assignment back in 1991 when he was asked to help out on "Aladdin" and spend the next six months collaborating with composer Alan Menken on the Academy Award-winning ballad, "A Whole New World," as well as the song "One Jump Ahead" and a reprise of "Prince Ali" sung by the villain Jafar.

Elton confesses, "I actually jumped at the chance because I knew that Disney was a class act and I liked the story line 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 has made since 'Jungle Book.' In fact, I probably think it's the funniest movie they've ever made."

Elton and Tim had known each other for many years and actually collaborated on several occasions in the past, including the song "Legal Boys" for Elton's Jump Up album in 1982. Rice, whose distinguished credits include partnerships with such celebrated composers as Sir Andrew Lloyd Webber, Paul McCartney and the late Freddie Mercury, found this latest assignment to be a true pleasure but a major departure from his usual method of operation.

"Up until now, about 95% of the lyrics I've written have been done to a tune," explains Rice. "Elton is one of those rare examples of a composer who actually likes to get the words first. 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 story line 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."

Of the five songs that Elton and Tim 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. Zimmer had written many brilliant film scores ranging from "Rain Man" to "Thelma and Louise," but it was his work on an African-themed project called "The Power of One" which really impressed the filmmakers. His genius for conceptualizing music and experimentation helped to transform Elton'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 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."

Zimmer recalls, "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 what I've done is paint 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. He explains, "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."

Operating a bit like a mad scientist in his laboratory, Zimmer experimented till all hours of the night at his state-of-the-art recording studio in Santa Monica. Lebo M. worked closely by his side to get just the right choral sound that he was looking for. In April, 1994, Lebo and Disney music production vice president, Andy Hill, 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. "Hans has done a fantastic job," says Elton. "It was written as a straight song and it was his idea to give it an African slant and make it like a chant. 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, Elton lobbied the directors to allow Simba and Nala to sing it as intended. In the end, the filmmakers agreed with him. 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 Elton's own distinct version of the song.

For Simba's song, "I Just Can't Wait to be King," Elton 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, who played a young Michael Jackson in the 1992 telefilm, "The Jacksons: An American Dream," is heard as Simba while the multi-talented 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 makes 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 moustache 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 presents 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 for Simba as he matures from a carefree cub to adulthood.

BRINGING THE CHARACTERS TO LIFE

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 raising 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 character's 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 -- in particular, 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. On still other occasions, lions and other relevant animals would make "house calls" to the studio for close-up observations. 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. For many, this was the first opportunity to animate quadrupeds since "Oliver & Company" in 1988. Here, the stakes were considerably higher since the emphasis was largely on believability as opposed to comedy.

Ruben Aquino, the supervising animator responsible for adult Simba, 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 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 adds, "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 2-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, "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 the 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," recalls 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."

Director Roger Allers adds, "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."

"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," continues Deja. "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."

For Deja, this is the third Disney villain in a row that he has supervised having previously overseen the animation and design of Gaston in "Beauty and the Beast" and Jafar in "Aladdin." His reputation as Disney's newest "villain-meister" is well deserved.

"You don't really turn down the part of a villain whether you're an actor or an animator," explains 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. The talented twosome had shared offices and scenes in the past (Aladdin and Iago, Cogsworth and Lumiere) and seemed to have just the right chemistry to pull off this entertaining assignment. Voice talents Nathan Lane (Timon) and Ernie Sabella (Pumbaa) were similarly off-stage friends who had worked together in the recent Broadway revival of "Guys and Dolls" and proved to have the right comedic combination for the roles.

"In real life, the warthog would probably eat the meerkat, so we've obviously taken quite a few liberties in making them best friends," comments 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."

Bancroft adds, "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, only the second female in the studio's history to hold that title. In addition to studying endless footage of birds, her research included a first-hand 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," remarks 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 14-year Disney veteran who is based at Disney's Florida animation studio and is among the studio's top talents, his latest assignment overseeing young Simba was one of his best. "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 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."

TECHNOLOGICAL INNOVATIONS:

BUILDING THE PERFECT WILDEBEESTS

CGI has previously been used in "Beauty and the Beast" to create the spectacular sweeping camera effect in the ballroom sequence as Belle and the Beast trip the light fantastic to the strains of the Academy Award-winning title tune. In "Aladdin," the equally exciting "Cave of Wonders" meltdown was enhanced with the help of the CGI team, which added a breathtaking visual component to the cave's collapse and Aladdin's tortuous escape.

"Occasionally, there's an effect that the directors want in a film that would be virtually impossible to do with traditional animation techniques," explains CGI supervisor Scott Johnston. "That's where computer animation can sometimes make a difference. A stampede of thousands of wildebeests would be too laborious to create by hand 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 2-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 3-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."

In the end, the hand-drawn animation of Simba and Mufasa was composited with the CGI wildebeest stampede and the film's other hand-drawn elements (backgrounds and effects). "The object is to make the wildebeests look like the other characters in the film," says Johnston. "We don't want them to stand out. We just want a dramatic effect."

According to Johnston, "Computer animation doesn't make our lives a lot easier. It doesn't make things faster or cheaper. It allows us to do things that we wouldn't be able to do any other way."

In the area of post-production, new technology is also playing a major role in the quality and look of Disney's latest animated features. Although virtually all of the studio's character animation is still done in the time-honored hand-drawn way, specially trained artists and technicians use computers to digitally ink and paint the images and to process them onto film. Disney's Academy Award-winning CAPS (Computer Animated Production System) continues to lead the industry in innovation with new applications being used on each successive film. The result is richer, more detailed animation than has ever been possible with an amazing range of exciting new camera possibilities. The incredible shot in "Circle of Life" opening sequence where the camera shifts focus from carpenter ants on a tree branch to a herd of zebra below is one such example of this new technology at work. In terms of art direction, the CAPS system offers the filmmakers a virtually limitless number of options in staging and color selection and allows greater depth and dimension in compositing characters.

THE FILMMAKERS

Born in Rye, New York and raised mainly in Scottsdale, Arizona, Allers became hooked on animation when he saw Disney's classic "Peter Pan" at the impressionable age of 5. A few years later he decided that he would become a Disney artist and sent off to Disneyland for a do-it-yourself animation kit. In no time at all, he was drawing basic poses with Donald Duck and other assorted characters and reading books on the art of animation. In high school, he gave up his goal of animation, discouraged by the death of Walt Disney.

At Arizona State University, Allers honed his artistic skills by studying drawing and painting. After receiving his degree in fine arts, he spent the next two years traveling and living in Greece. During that time, he did a lot of drawing, spent some time living in a cave and met his future spouse. In 1973, he and his wife moved to Boston, where he sat in on an animation class at Harvard and renewed his interest in the medium. Armed with a 15-second film and his college portfolio, Allers applied for a job with Lisberger Studios, headed by Steven Lisberger, who would go on to direct "Tron" for Disney, and was hired to animate for such diverse programs as "Sesame Street," "The Electric Company," "Make a Wish," intros to the Boston Pops telecasts and various commercials for the local market.

Allers relocated to Los Angeles in 1978 with Lisberger Studios to work on a feature project called "Animalympics." Serving as the director's right-hand man, he provided story work, character design and animation on that film. This was followed by a six-month stint as part of the storyboard team creating the innovative Disney live-action fantasy, "Tron."

In 1980, Allers and his family moved to Toronto, Canada, where he worked for Nelvana Studios as an animator on a feature called "Rock & Rule." This two-year assignment was followed by a return to Los Angeles, where he provided character design, preliminary animation and story development for the Japanese-produced feature, "Little Nemo: Adventures in Slumberland." He went on to live in Tokyo for the next two years in his role as one of the animation directors overseeing the Japanese artists.

Returning to Los Angeles again in 1985, Allers heard that Disney was looking for a storyboard person on "Oliver & Company" and immediately applied for the job. Asked to draw some sample character model sheets as a tryout, he worked on a portfolio and was hired shortly thereafter. He eventually went on to become the head of story on that film and has worked, in some creative capacity, on every animated feature that Disney has produced since that time. Following "Oliver," he went to work on "The Little Mermaid."

Story assignments on "The Prince and the Pauper" and "The Rescuers Down Under" followed before Allers was tapped to head the story team for "Beauty and the Beast." His story talents and sensibilities were called upon again during the formative stages of "Aladdin," which he worked on for six months before commencing his work on "The Lion King."

Allers and his wife, Leslee, currently reside in Venice, California. They have two children -- a teenage daughter named Leah and a 10-year-old son, Aidan.

ROB MINKOFF (Director) has played a major creative role in Disney's feature animation department for over a decade. He began his association with the studio in 1983 following a three-year stint at CalArts studying character animation. As director of "The Lion King," he brings his extensive background in animation, design, story development and direction to the project.

Born and raised in Palo Alto, California, Minkoff exhibited an early affinity for drawing as well as a keen appreciation for animation. Repeated viewings of the family's 8mm film collection, which included excerpts from Disney's "Sleeping Beauty," added to his fascination and allowed him to view the action one frame at a time. As a teenager, while babysitting for friends, he discovered Christopher Finch's landmark book, The Art of Walt Disney, and immediately began learning all he could about animation. By coincidence, the children he was sitting for (Jenny and Emily Shapiro) were Finch's nieces and were mentioned in the book's dedication. "My whole dream of working for Disney was wrapped up in that book," recalls Minkoff. "The whole notion that you could make things come to life really amazed me." Ironically, he and Finch finally met and worked together on the author's latest book, Hyperion's The Art of The Lion King.

Minkoff has been actively involved in theater since the age of 10 and his numerous stage appearances include productions for the Palo Alto Children's Theater, Theater Works and his high school dramatic group. He was also featured in his high school's madrigal group, which performed at several important gatherings including the candlelight vigil for Mayor Moscone and Harvey Milk where they sang back-up for Joan Baez. By this time, the thought of becoming an animator was already firmly implanted in his mind. Following graduation, the decision to attend CalArts in Valencia and pursue his dream seemed to be an obvious one.

During the summer of 1982, Minkoff served an internship at Disney and had a chance to train with one of the studio's legendary "nine old men," Eric Larson. The following year, he was hired by feature animation and worked with Larson on a personal animation test before moving on to his first assignment as an in-betweener on "The Black Cauldron." Following that, he was selected to design characters for "The Great Mouse Detective" including the title character, Basil. Moving quickly through the ranks, he became an animator and was promoted to supervising animator during the course of that film.

Following that, Minkoff devoted his talents to developing and writing for a variety of animated features, including a song for "Oliver & Company" ("Good Company," co-written with Ron Rocha) and an early treatment of "Beauty and the Beast." He also contributed to the character design and experimental animation of Ursula in "The Little Mermaid."

Minkoff was selected to make his directing debut on "Tummy Trouble" (1989), the first of a series of shorts to feature Roger Rabbit. He went on to direct the popular toon's next hare-raising short film, "Roller Coaster Rabbit" (1990) in Florida and to serve as co-producer of the third outing, "Trail Mix-Up." For his next assignment, he delved into the world of live-action filmmaking by helming "Mickey's Audition," a 5-minute film for The Disney-MGM Studios combining animation and live-action and featuring cameos by Mel Brooks, Angela Lansbury and even Roy E. Disney, who made his acting debut appearing as his legendary uncle, Walt Disney. He spent the next year preparing to direct a feature-length sequel to "Who Framed Roger Rabbit" and, when that was delayed, began his assignment co-directing "The Lion King" on April Fool's Day, 1992.

Aside from the strong influences of Disney greats like Eric Larson, Minkoff credits his ongoing association with Warner Bros. animation legend, Chuck Jones, for a great deal of inspiration. "I met Chuck during my first year at CalArts and he became a mentor to me" recalls the director. "I had always been a big fan of his and having the opportunity to learn from him has really meant a great deal to me professionally as well as personally."

DON HAHN (Producer) began his professional career at Disney in 1976 and has gone on to become one of the most influential and successful animation producers working in the industry today. As the producer of the 1991 animated phenomenon, "Beauty and the Beast," he was responsible for guiding a team of 600 artists and helping to create the first film of its genre to ever receive a Best Picture nomination from the Motion Picture Academy. In his role as associate producer of the wildly inventive 1988 Touchstone Pictures' fantasy, "Who Framed Roger Rabbit," he was creatively involved in the production of yet another landmark motion picture.

Born in Illinois and raised in Southern California from the age of 3, Hahn developed an interest in animation and especially music at an early age. During high school, he performed as a member of the Los Angeles Junior Philharmonic and he went on to study music and art at Cal State Northridge. He entertained the notion of becoming a professional orchestral percussionist for a time before joining The Walt Disney Studios in 1976 and beginning his career in animation on "Pete's Dragon." Hahn went on to work with legendary Disney animator/director Wolfgang "Woolie" Reitherman as assistant director on "The Fox and the Hound" (1981). He served in a similar capacity on the Oscar-nominated 1983 animated featurette, "Mickey's Christmas Carol."

As a production manager, Hahn's credits include the Disney animated features "The Black Cauldron" (1985) and "The Great Mouse Detective" (1986). He also produced "Michael and Mickey," a short film combining animation and live-action, for the Sneak Preview Theater at The Disney-MGM Studios in Florida.

In 1987, Hahn moved to London to serve a two-year stint as associate producer, along with acclaimed animation director Richard Williams, on "Who Framed Roger Rabbit." He re-teamed with the irrepressible toon rabbit again as producer of his first short film, "Tummy Trouble," which was directed by Rob Minkoff.

Hahn, his wife, Denise, and their daughter, Emilie, live in Glendale, California.

IRENE MECCHI (Screenwriter) brings emotion and humor to the story and characters of "The Lion King" through her collaborative efforts with Jonathan Roberts and the film's story team. This is her first animation assignment in a career that has included writing for live-action film, television and the stage.

A third generation San Franciscan, Mecchi studied theater and literature at UC, Berkeley. Her aspirations to direct theater led her to the renowned American Conservatory Theater (ACT), where her instructor, Second City alumnus Joy Carlin, was impressed with her writing and encouraged her to pursue it on a full-time basis. Mecchi's first network writing assignment was on the Emmy Award-winning Lily Tomlin special, "Lily: Sold Out." Prior to that she wrote a series of children's programs for Nickelodeon.

Mecchi's television sitcom credits also include "Valerie," "The Popcorn Kid" and a season as staff writer on "My Sister Sam." Mecchi's screenplays at various stages of development are: "5 Minutes Away," "Blind Man's Bluff" and "A Change of Heart."

Several years ago, Mecchi researched and wrote a play drawn from 50 years of legendary newspaper columnist Herb Caen's witty observations of San Francisco. The play was "work-shopped" at ACT and led Mecchi to edit two books of Caen writings, which were published in 1992 and 1993: The Best of Herb Caen: 1960-1975 and Herb Caen's San Francisco: 1976-1991.

The writer began her association with Disney in March, 1992, when she wrote a 10-minute animated short called "Recycle Rex." That film encouraged younger viewers to "recycle, reduce and reuse" waste materials.

In June, 1992, she was brought into the feature animation department on "The Lion King" and was teamed with Jonathan Roberts ("The Sure Thing," The Official Preppy Handbook) for the project. Mecchi recently began work on Disney's upcoming animated musical version of Victor Hugo's classic "The Hunchback of Notre Dame."

JONATHAN ROBERTS (Screenwriter) makes his feature animation debut following a successful writing career in film, television and journalism. As one of the collaborators on the film's screenplay, he helped to create and define personalities for the characters and heighten the comedic and dramatic story and dialogue.

Born in Boston, Roberts studied English literature at Brown University and took a summer graduate program on book and magazine publishing at Harvard before launching his professional career in New York. Starting as a publicist with Workman Publishing, he left to write projects of his own. His first break came as a contributor to the popular satirical publication, The '80s: A Look Back, published in 1979. He went on to even greater success with his next book, The Official Preppy Handbook, which he conceived of and co-authored for Workman. That book went on to become a New York Times bestseller and remained on the charts for over a year.

An assignment to write a social satire on Southern California lifestyles brought the native East-Coaster to Los Angeles in 1981 and resulted in the book, How to California. While there, he stayed with his old college roommate, Steven L. Bloom, and collaborated with him on a screenplay about college life called, "The Sure Thing." Hollywood responded to the idea even before a script was completed. Rob Reiner directed their finished screenplay and Roberts decided to stay in California.

Other screenwriting and script-doctoring assignments followed. He also created and wrote a television pilot called "Fast Times," based on the feature, "Fast Times at Ridgemont High," and produced the critically acclaimed but short-lived series which subsequently aired on CBS. Roberts' other TV credits include a 2-year stint on "Head of the Class" as a co-producer and creative consultant as well as a season as writer/producer on "Beverly Hills, 90210."

As a journalist, Roberts has written for The New York Times, Village Voice, Harpers, Vanity Fair and served as a contributing editor for Interview.

Roberts supplied some snappy dialogue for two dogs and a cat in Disney's 1993 live-action hit, "Homeward Bound: The Incredible Journey," which brought him to the attention of the studio's animation department. He is currently working on other Disney animated projects, including an adaptation of Roald Dahl's famous fantasy novel, "James and the Giant Peach."

LINDA WOOLVERTON (Screenwriter), the acclaimed writer of Disney's animated and Broadway adaptations of "Beauty and the Beast," once again lends her storytelling skills to an animated project for the studio.

A native of Long Beach, California, Woolverton attended college at Cal State, Long Beach and went on to receive her master's degree in theater for children at Cal State, Fullerton. Following graduation, she started her own children's theater, for which she performed, wrote and directed productions that traveled around to schools, shopping malls, churches and local theaters. She also spent time as a creative dramatic instructor, a substitute teacher at the junior high school and high school levels and wrote two young adult novels -- Starwind and Running Before the Wind -- before moving into the area of film and television. In 1980, she began a four-year stint as an executive with CBS Television, where she was involved in developing late night programming.

Turning her attention to writing full-time, Woolverton began getting assignments on Saturday morning and syndicated animated programs and wrote episodes for such shows as "Teen Wolf," "The Berenstein Bears" and "Chip n' Dale's Rescue Rangers." When one of her novels came to the attention of a Disney animation executive, her ambitions to write an animated feature were realized and she was hired to work on "Beauty and the Beast," which went on to become a multi-Golden Globe Award-winner and Academy Award best picture nominee.

Following that success, Woolverton went on to write the screenplay (with Caroline Thompson) for "Homeward Bound: The Incredible Journey" and several early drafts of a script for "The Lion King" before turning her attentions to the Broadway adaptation of "Beauty and the Beast," which opened in April, 1994.

Woolverton and her husband have one daughter, named Keaton.

TIM RICE (Lyricist) follows his Academy Award-winning assignment on "Aladdin" and his re-teaming with composer Alan Menken on the current hit Broadway version of "Beauty and the Beast" with this latest Disney project. His witty, entertaining and heartfelt lyrics for "The Lion King," set to the music of Elton John, are integrally tied to the story and contribute enormously to the film's overall enjoyment and appeal.

Born in Buckinghamshire, England, Rice entered the world of popular music as the lead singer for a pop group called the Aardvarks (1961-63) and went on to sing occasionally with other `60s rock groups. His first published song, "That's My Story," appeared in 1965, the same year he met another aspiring songwriter named Andrew Lloyd Webber. Following an unproduced first effort entitled "The Likes of Us," the pair went on to create a sensation on musical stages from London's West End to Broadway with their collaborations on "Joseph and The Amazing Technicolor Dreamcoat" (1968), "Jesus Christ Superstar" (1970) and "Evita" (1976). Webber and Rice have also written songs together that have not appeared in shows including "It's Easy for You," which was recorded by Elvis Presley in 1976. The team also collaborated on a 30-minute comic musical entitled "Cricket," which had its world premiere in the presence of the Royal Family at Windsor Castle in 1986.

In 1983, Rice wrote a stage musical for children of all ages called "Blondel," the tale of a medieval minstrel, with music by Stephen Oliver, which enjoyed a year's run in London and has since been produced by schools and professional companies around the world. In 1986, his collaboration with Bjorn Ulvaeus and Benny Andersson of the Swedish supergroup ABBA resulted in "Chess," an internationally best-selling record (including "One Night in Bangkok" and "I Know Him So Well") concert and stage hit in London and many other countries.

Rice's recent stage efforts also include "Tycoon," an adaptation/translation of the Michel Berger-Luc Pamondon stage show and record, "Starmania," which has been a huge stage hit in France. The English-language version features the singing talents of Cyndi Lauper, Celine Dion, Ronnie Spector, Kim Carnes and others.

Throughout the course of his distinguished career, Rice has worked with such other notable composers as Marvin Hamlisch (for Lauren Bacall, Bing Crosby, Jack Lemmon and George Burns), John Barry (the main title song "All Time High" for the James Bond film, "Octopussy"), Mike Batt (including David Essex's "A Winter's Tale"), Paul McCartney, Paul Jones, Francis Lai, Vangelis, Rick Wakeman and the late Freddie Mercury (songs for his album with opera diva Montserrat Caballe). In 1981, Rice and singer Elaine Paige formed their own record label, EP Records, and have since released several best-selling albums by Paige. The duo also co-produced with Robert Fox the 1989 West End revival of Cole Porter's classic musical, "Anything Goes."

In addition to his career as one of today's top lyric-writers, Rice broadcasts regularly for the BBC and independent radio and television networks, often drawing on his vast knowledge and private collection of popular music of the past 40 years. In 1985, England's Radio One declared him "Rock Brain of the Universe." He went on to write a 15-part history of Western pop music for the BBC World Service in 1986.

Rice has also written a book on the subject of the famous museum at London's Lord's cricket ground (The Treasures of Lords, 1989) and writes a regular column on cricket for the London Daily Telegraph as well as occasional articles for other English publications. His writing credits include co-authoring the enormously successful Guinness Book of British Hit Singles, which chronicles the history of Britain's popular music charts since their inception in 1952.

The multi-talented Rice is active in other areas of the literary world through his publishing company, Pavilion Books, which he launched in 1981 with Colin Webb. The company has published over 300 books to date, principally in the fields of art, travel, sports and entertainment. Authors include Terry Jones and Michael Palin among others.

Rice occasionally sings and has produced a concert entertainment entitled "Tim Rice and Friends." He is also co-lead singer of a `60s rock band called "Whang and the Cheviots," which plays whenever the occasion arises. The songwriter also starred in the 1982 BBC film, "Three More Men in a Boat," for which he provided lyrics to four songs as well.

Among the lyricist's future projects is a re-teaming with Elton on Disney's feature-length animated version of "Aida," which is now in development.

Legendary singer/songwriter ELTON JOHN (Composer) was recently inducted into the Rock and Roll Hall of Fame. With the 1992 release of "Don't Let The Sun Go Down On Me" (duet version with George Michael) and "The One," John not only tied Elvis Presley for the most consecutive years of Top 40 hits on Billboard's Top 100, but he also became the only artist to have reached the Top 30 for 23 uninterrupted years. In March, 1993, with "Simple Life" entering the Top 40 on Billboard's national singles charts, Elton John broke his tie with Presley, becoming the only artist with 24 consecutive years with a hit in the top 40.

During spring, 1993, John also received numerous platinum accolades with his Greatest Hits album reaching the lofty 10 million mark. Scoring six gold albums, seven platinum albums and seven multi-platinum awards to date, John maintains his pace as the No. 2 male solo performer of all time, second only to the status of Presley.

Recording and touring have not been Elton John's only activities. In November 1992 he founded the Elton John AIDS Foundation to raise funds for direct patient care and AIDS prevention education.

HANS ZIMMER (Composer/Arranger/Music Supervisor) brings an authentic African flavor to "The Lion King" with his brilliant score and musical arrangements. As part of the trio of musical talents working on this film, the gifted composer took a special interest in the project and experimented with many exciting musical elements and techniques throughout the production. His contributions add an important layer of emotion and entertainment to the film and have a direct impact on its storytelling appeal.

A pianist since age 3, Zimmer is a pioneer in the use of digital synthesizers integrated with advance computer technology and electronic keyboards, along with traditional orchestra.

Zimmer's impressive list of credits include the Oscar nominated score for Barry Levinson's "Rain Man." He composed the music for Bruce Beresford's "Driving Miss Daisy," "A World Apart," a groundbreaking film about South Africa, and produced the soundtrack for Bertolucci's Academy Award-winning "The Last Emperor."

In addition to "Days of Thunder," "Pacific Heights," "Fools for Fortune," "Chicago Joe and the Showgirl," "Black Rain," "Bird on a Wire," "Burning Secret," "The Paperhouse," "Thelma & Louise" and "Backdraft," Zimmer's most recent credits include "Regarding Henry," "The Power of One," "A League of Their Own," "Toys," "Calendar Girl," "Point of No Return," "Younger and Younger," "Cool Runnings," "I'll Do Anything" and "The House of the Spirits."

THOMAS SCHUMACHER (Executive Producer) currently serves as senior vice president for Walt Disney Feature Animation and is responsible for overseeing the development of all new feature projects and working directly with writers, composers and lyricists in a creative capacity. His artistic instincts and passion for the art form have helped to shape the studio's recent efforts and he has made significant contributions to "The Lion King" in his role as executive producer.

Schumacher joined Disney in 1988 to produce the animated feature, "The Rescuers Down Under" (1990), following a distinguished 10-year career in the performing arts. As co-founder and associate director of the acclaimed 1987 Los Angeles Festival of the Arts, he was instrumental in presenting the American premieres of Ingmar Bergman's stage production of "Miss Julie," Peter Brook's 11-hour epic production of "The Mahabharata" and Canada's immensely popular "Cirque de Soleil."

Prior to the Festival, Schumacher spent five years on staff at the Los Angeles Music Center's Mark Taper Forum, where he worked on over 25 productions for the Taper Mainstage, the Taper Too and the literary cabaret. Additionally, he produced three original productions for the theater's touring program for the young audiences, the Improvisational Theater Project. A graduate of UCLA, Schumacher is currently on the Education Council of the Los Angeles Music Center, and chairs the board of directors of the Rachel Rosenthal Company. Additional credits include a stint as line producer on the 1984 Olympic Arts Festival.

SARAH McARTHUR (Executive Producer) was recently promoted to vice president of production for Walt Disney Feature Animation and is involved in all aspects of production for the studio's animated features. She has also played a key role in the studio's animation department over the last five years and was an important contributor to "The Lion King" during the course of production.

McArthur joined Disney in 1989 as production manager for "The Rescuers Down Under" and has served as director of production for the past 2-1/2 years. Prior to Disney, she worked with the acclaimed Mark Taper Forum from 1983-1988 as a stage manager and production manager. In the latter capacity, she was involved in the production of secondary programs which included the Taper Too, Sundays at the Itchey Foot and the Improvisational Theater Project for students. Through this affiliation, McArthur also worked with the USIA as the production manager on two touring productions sent to Czechoslovakia and Poland. In 1984, she was an assistant line producer for the Olympic Arts Festival in Los Angeles.

A graduate of UC, Santa Barbara, she began her professional career with a two-year stint at the theater department at Rio Hondo College in Whittier, California. She went on to serve as production manager for two tours that performed in the Edinburgh Fringe Festival.

ALICE DEWEY (Associate Producer) has been a part of Disney's animation production team since 1990 when she joined the studio as assistant production manager on the featurette, "The Prince and the Pauper." She also served as production manager on "Aladdin" before starting work on "The Lion King."

A native of Milwaukee, Dewey studied theater and education at the University of Wisconsin and went on to receive an MFA in theatrical directing at the University of Texas. Her teaching credentials include undergraduate courses in drama at both alma maters, a two-year stint teaching junior high school English and theater and a term at the Milwaukee Repertory Theater. In 1980, she began a seven season association as stage manager with Dallas Summer Musicals.

Between 1981-90, Dewey served as stage manager for numerous productions at such prestigious New York venues as the Manhattan Theater Club, the Ensemble Studio Theater and the WPA. During that time, she also spent a two-year stint at the Hartford Stage Company, where she was involved in managing productions of "Hamlet," "Hedda Gabler" and "A Doll's House" among others. Starting in 1982, she began stage managing touring productions of several big shows including "Amadeus," "42nd Street," "Big River" and "Les Miserables."

THE VOICE TALENTS

(in alphabetical order)

Atkinson started out to be an electrical engineer and received degrees from Newcastle and Oxford Universities before turning his attentions to performing. In 1977, he attracted wide critical acclaim at the Edinburgh Festival and, the following year, he mounted his own revue at London's Hampstead Theater. He went on to become a founding member of the BBC's "Not the Nine O'clock News," which spawned four series, best-selling albums and books and earned the British Academy Award. Atkinson himself was named BBC Personality of the Year for his contribution.

In 1981, the comedian became the youngest performer to have a one-man show in London's West End, where his sold-out season at the Globe Theater earned him the Society of West End Theater's Award for Comedy Performance of the Year. In 1983, he embarked with writer Richard Curtis on their situation tragedy, "Black Adder," for the BBC. Over the ensuing five years, the series' four seasons won three British Academy Awards, an International Emmy, three ACE Awards, etc. Atkinson was again named BBC Personality of the Year.

Atkinson's other stage credits include a 1985 leading role in "The Nerd" at the Aldwych Theater and a six-month West End run in "The Sneeze," a collection of humorous one-act plays by Chekhov, in 1988. He also did a second West End one-man show in 1986, which went on to Broadway and was staged in other parts of the world as well.

His most recent and recurring television undertaking is the silent comedy series, "Mr. Bean," for ITV and HBO. It is the highest-rated comedy show on British television and has won several International Emmys, two Banff Awards among others. His own production company, Tiger Television, continues to create new episodes and is planning a feature film starring the popular misfit.

Atkinson's film credits include the smash hit comedy, "Four Weddings and a Funeral," (he plays the tongue-tied preacher), "The Tall Guy," "The Witches," "Never Say Never Again" and Steven Wright's "The Appointments of Dennis Jennings," which won the 1989 Oscar for Best Short Film.

MATTHEW BRODERICK (Adult Simba) brings humor, drama and enormous appeal to the film's "mane" character as he struggles to accept the responsibilities that come with being an adult.

"It's a real honor to be in a Disney animated film," says Broderick. "I grew up with them and have loved them ever since I saw 'Snow White' when I was a kid. I thought 'The Lion King' was a great story and it was fascinating to collaborate with the directors and animators and to see it evolve. Instead of sending you a script, they take you into a big room and show you pictures as they talk you through the story with a pointer.

"Doing a voice for Disney is incredibly precise and, from my point of view, it seemed to be much more about making it perfect. With live-action movies, you're always compromising and never seem to have enough time. On this film, they were able to re-do things until they got it just the way they wanted it. As an actor, I took my part very seriously and gave it everything I had. The only real difference was I didn't have to worry about how I looked."

Born in New York City, the son of artist Patricia Broderick and the late actor James Broderick, Matthew made his professional stage debut at the age of 17 in the off-off Broadway production of Horton Foote's "On Valentine's Day," co-starring with his father. Two years later, he won the Outer Critics Circle Award as Best Supporting Actor and a Villager Award for his performance in Harvey Fierstein's drama, "Torch Song Trilogy," appearing as the child who is adopted by the play's hero.

Broderick's career continued to gain momentum when he simultaneously landed parts in two Neil Simon projects -- the Broadway production of "Brighton Beach Memoirs" and the feature film, "Max Dugan Returns." The play earned the actor a Tony Award. His relationship with Simon continued as he went on to star in both the stage and screen productions of "Biloxi Blues," directed by Mike Nichols.

In addition to Simon, Broderick has been closely associated with award-winning writer Horton Foote, appearing in both the stage and screen versions of "On Valentine's Day," the film "1918" and the off-Broadway show, "Widow Claire."

Broderick's feature film credits also include: "WarGames," "Ladyhawke," "Ferris Bueller's Day Off," "Project X," "Torch Song Trilogy," "Family Business," "Glory," "The Freshman" and "The Night We Never Met." For television, he starred in the Showtime production of Athol Fugard's "Master Harold...and the Boys."

The actor recently finished shooting "The Road to Welville" with Sir Anthony Hopkins and is currently working on both sides of the camera as he makes his film directing debut and stars in "Infinity," with Patricia Arquette.

NIKETA CALAME (Young Nala) is the spirited voice behind Simba's young soul mate. The talented teen is perfectly cast for the role, which marks her film debut. Currently a student at Orville Wright Middle School in Los Angeles, she also attends Regina's School of Performing Arts, where she is studying acting and singing. Calame has appeared in the Hanna-Barbera "Rappin' and Rhyming" video as well as in several local stage productions and dance competitions. She will soon be heard as part of a new recording group for Silas/MCA Records called D.E.F.

JIM CUMMINGS (Ed) is the "silent partner" in the hyena trio who is short on dialogue but long of laughs. Ranging from a snicker to a guffaw to a side-splitting bellylaugh, Cummings provides a virtual catalogue of laughs for the character and is responsible for generating more than a few from moviegoers with his vocal "Jim-nastics."

Cummings is one of the busiest and most versatile voice talents in Hollywood today. For Disney alone, he has portrayed the characters of Pooh and Tigger (since Paul Winchell's retirement) in the Emmy Award-winning series "The New Adventures of Winnie the Pooh" as well as the title character in two syndicated shows for "The Disney Afternoon" lineup -- "Darkwing Duck" and "Bonkers." In the latter series, he even plays opposite himself as Bonker's sidekick, Detective Lucky Piquel. His extensive television animation credits also include: "Disney's Adventures of the Gummi Bears," "Chip n' Dale's Rescue Rangers (Monterey Jack, Fat Cat, Wart, Spinelli, Professor Nimnul and Stan Blather), "Tale Spin" (Don Karnage and King Louis the Ape), "Goof Troop" (Pete) and "Aladdin" (Razoul and Farouk). Among his Disney animated film credits are miscellaneous voices for "Who Framed Roger Rabbit," "The Little Mermaid" and "Aladdin."

A native of Ohio, Cummings has been providing animated voice-overs for the last 10 years. His other credits include 120 episodes of "Dumbo's Circus" for The Disney Channel and numerous radio and television commercials.

WHOOPI GOLDBERG (Shenzi) acts less than sisterly as the leader of a hyena trio recruited to do Scar's evil biddings. The multi-talented actress brings her superb comic timing to the role and proves just the right comic foil for fellow comedian/hyena Cheech Marin.

Goldberg has won numerous awards (including an Oscar) and considerable acclaim for her work in film, television, recordings and theater. She is equally well-known for her tireless humanitarian efforts on behalf of children, the homeless, human rights, substance abuse and the battle against AIDS, as well as many other causes and charities.

Born and raised in New York City, Goldberg worked in theater and improvisation in San Diego and the San Francisco Bay area, where she performed with the Blake Street Hawkeyes theatre troupe. It was there that she created the characters which became "The Spook Show," which then evolved into the hit Broadway show, Grammy Award-winning album and HBO special that helped launch her career.

Goldberg made her motion picture debut in Steven Spielberg's "The Color Purple," for which she earned an Academy Award nomination and a Golden Globe Award. Since then, she has starred in such films as "Jumpin' Jack Flash," "Clara's Heart," "The Long Walk Home," "Soapdish," "Ghost" (for which she received her Oscar as best supporting actress), "The Player," "Sarafina!," "Made In America" and, of course, the box office hit "Sister Act" and its sequel, "Sister Act 2: Back in the Habit." She recently completed filming "Corrina, Corrina."

On television, Goldberg appeared for five seasons on "Star Trek: The Next Generation," co-starred with Jean Stapleton in "Bagdad Cafe" and hosted her own syndicated late-night talk show, "The Whoopi Goldberg Show."

In addition to the Oscar and Grammy, she has been honored with two Golden Globe Awards and multiple NAACP Image Awards, including "Entertainer of the Year." In 1992, Goldberg made her literary debut with her first children's book, Alice.

ROBERT GUILLAUME (Rafiki) lends his impressive talents to the voice of a mystical baboon, who plays a key role at different stages of Simba's life. Eccentric but wise, Rafiki is a delight to watch and is responsible for several of the film's funniest and most touching moments.

According to Guillaume, "Rafiki dispenses a kind of folk wisdom and pretends to be crazier than he really is. He knows more than he speaks and there's a real method to his madness; a wisdom to his insanity."

"The project attracted me because it gave me a sense of total freedom," continues the actor. "During the recording sessions, anything goes. You're free to be creative and go with what you feel. It's like being on stage, only far more creative and spontaneous. I work mostly off energy and a certain vocal abracadabra."

Guillaume has had great success throughout his career in practically every phase of entertainment. His two Emmy Awards and Tony nomination are further testimonies to his versatility and talent.

Raised in St. Louis, Guillaume aspired to become the first African-American to sing tenor at the Metropolitan Opera, but put those ambitions aside to serve in the Navy and attend Washington University as a business administration major. Leslie Chabay at the University arranged a scholarship for him at the Aspen Music Festival, which led to an apprenticeship at Cleveland's Karmu Theater. There, he made his professional debut in both operas and musical comedy.

Moving to New York, Guillaume became one of the stage's best-reviewed young actors with triumphs in "Kwamina," "Bambouche," "Tambourine to Glory," "Othello," "Porgy and Bess," "Apple Pie" and "Jacques Brel." He went on to even greater acclaim playing leads in "Purlie," "Golden Boy" and "Guys and Dolls," for his Tony-nominated performance as Nathan Detroit. In Los Angeles, he received rave reviews for his eight-month stint as the star of "Phantom of the Opera."

On television, it was as "Benson" that the actor won his Emmys. The first for Best Supporting Actor in "Soap" in 1979 and the second as Best Actor, in 1985, after "Benson" moved on to the series bearing the character's name. He also appeared in "The Robert Guillaume Show," "Pacific Station" and had starring roles in several telefilms including "John Grin's Christmas," "The Penthouse," "The Kid With the Broken Halo" and "The Kid With the 200 I.Q."

The actor's other film credits include: "Meteor Man," "Wanted: Dead or Alive," "Seems Like Old Times," "Lean on Me" and "Death Warrant."

In 1992, Guillaume contributed his talents to a series of read-along books and tapes for children called Confetti Kids, featuring traditional fairy tales with a multi-cultural approach. The books are a great favorite with the actor's own small daughter, Rachel Jeanette.

JEREMY IRONS (Scar) brings his Academy Award-winning talents to the role of Simba's unctuous uncle, the jealous and treacherous Scar. This is the acclaimed actor's first experience with doing a voice for an animated film.

"It's very liberating to play an animated character," observes Irons. "It doesn't matter what messages my face sends during the recording since it's not being done to camera. This allows me to really go to extremes and play wildly with the glee and Machiavellian quality and deceit of the character. I try to put as much color as I can into just one thing -- my voice. Hopefully this gives the animators the inspiration they need to draw the character.

"Scar is the first out and out villain that I've ever played," says the actor. "He's the baddie and a very hammy one at that. I think we all like a good villain who's sort of witty and slimy and seductive. He has many layers and lots of tricks. He's not unlike Iago in 'Othello' in that he's a very charming villain although structurally he's much more like Claudius in 'Hamlet.'

"When I first saw what Andreas had done with the animation of Scar, I was very, very thrilled," continues Irons. "I felt that he had caught all the wickedness and humor and I was amazed how well he had understood and enlarged upon the sounds that I made when I recorded it. He really created the most extraordinary character and it helped me to feel the character better than I had before."

"The Lion King" marks another first for the actor. It's the first film in which he is called upon to sing. "I started in London in 'Godspell,' where I sang a song called 'Prepare Ye the Way of the Lord.' In this film, I sing 'Be Prepared.' Preparing always seems to come into it. I'm ever preparing."

Irons confesses that he is a longtime fan of Disney animation and that his favorite classic of them all is "One Hundred and One Dalmatians." "I think Cruella De Vil is one of the greatest nasties in film," he says. "I'd like to think that if Scar ever met Cruella, that they'd really make a good match."

Born on the Isle of Wight, Irons is a classically-trained actor who first came to prominence in the acclaimed 1981 British television adaptation of Evelyn Waugh's "Brideshead Revisited." He had previously trained at the Sherbourne School before making his stage debut in 1971 in "Hay Fever" at the Bristol Old Vic Company where he remained a company member for three years. In 1973, he made his London stage debut as John the Baptist in "Godspell." This led to additional roles with The Young Vic, The New Shakespeare Company and the Royal Shakespeare Company. He made his television bow in 1975 playing Franz Liszt in the BBC mini-series, "Notorious Woman," which also aired on PBS' "Masterpiece Theater."

In the area of motion pictures, Irons was first seen in Herb Ross' 1980 biopic, "Nijinski," where he appeared as choreographer Mikhail Fokine. This was followed by a memorable role in "The French Lieutenant's Woman" which earned him a British Academy Award nomination for his role as the man who became obsessed with Meryl Streep. His dual role as deranged twin brother protagonists in David Cronenberg's 1988 thriller, "Dead Ringers," earned him a Best Actor Award from The Film Critics Circle while his riveting screen portrayal of Claus von Bulow in Barbet Schroeder's "Reversal of Fortune" (1990) gained him further acclaim from critics and the Motion Picture Academy, which awarded him the Oscar for Best Performance by an Actor. His other distinguished film credits include: "Betrayal," "Moonlighting," "The Wild Duck," "Swann in Love," "The Mission," "Kafka," "Waterland," "Damage," "M. Butterfly" and the recent release, "The House of the Spirits."

Other stage credits include "Much Ado About Nothing," "The Taming of the Shrew," "Wild Oats" and "The Rear Column," among others. In 1984, he made his Broadway debut in Tom Stoppard's "The Real Thing," for which he won both the Drama League Award and a Tony Award. He returned to the Royal Shakespeare Company in 1986 to appear in "The Winter's Tale," "Richard II" and "The Rover" and again in 1987 to repeat his roles in the latter two plays.

In addition to playing Charles Rider in the television classic, "Brideshead Revisited," his TV roles include "The Captain's Doll," "The Dream" and "Tales From Hollywood," all for the BBC.

Irons and his wife, actress Sinead Cusack, have two sons.

JAMES EARL JONES (Mufasa) brings dignity and determination to the voice of the mighty King of the jungle. His powerful performance inspired supervising animator Tony Fucile and his team to create images of matching strength and appeal.

"James Earl Jones was perfect for this part," says Fucile. "I can't even imagine anyone else doing the voice. He adds the regal quality that we needed and, on top of that, he's got this fatherly warmth that comes across. It was up to us to visually come up to that standard that he set with his voice. Watching his performance in the film, 'Matewan,' was really helpful because he used a lot of facial expressions and eye movements to communicate. Mufasa's animation is very subtle and there are times where he doesn't move but says a lot with just a stare. Each drawing has to say a lot and have a strong attitude."

"He has this incredibly huge and masterful voice that just resonated throughout the recording studio," says Allers. "Even without a microphone, it just filled the entire room."

Minkoff adds, "He really sounds like a lion. During the recording sessions, we used six microphones strategically placed all around his head so that the voice would surround you and sound like it was coming from everywhere."

From Jones' viewpoint, the experience was a great one. "Doing a voice for animation is acting in its purest form. It's a bit like the ancient Greek form where the actors would wear masks. In our case, the masks are the animators drawings and we just simply supply all the behaviors, emotions and feelings behind that mask.

"One of the reasons that I took this job was because of the impression the drawings and animation had on me," he continues. "It was really grand stuff. I also enjoy creating characters with just my voice. It reminded me of my early training in radio when I was in college. It's interesting to experiment and try it different ways until you get the right sound. I love the drama in the film and the way it resonates on other classic dramatic pieces such as Shakespeare's 'Hamlet.'"

Jones is among the world's most celebrated and popular actors. Winner of two Tony Awards as best actor for his roles in "Fences" and "The Great White Hope," Jones first came to prominence as a classical actor appearing in memorable stage productions of "Richard III," "A Midsummer Night's Dream" and "Much Ado About Nothing." His other notable stage credits include "Moon on a Rainbow Shawl," for which he received a Theatre World Award, "Clandestine on the Morning Line," "Baal" and "Othello" (each of which garnered Mr. Jones the Obie Award) and Athol Fugard's "Master Harold ... and the Boys."

An equally powerful presence on screen, Jones made his feature film debut in 1964 with a role in Stanley Kubrick's "Dr. Strangelove." He subsequently starred in "The Comedians," "The Great White Hope" (in which he reprised his acclaimed stage role and won a Golden Globe Award and an Oscar nomination), "Claudine," "The River Niger," "The Greatest," "A Piece of the Action," "Gardens of Stone," "Coming to America," "Three Fugitives," "The Hunt for Red October," "Patriot Games," "Sneakers," "Sommersby," "Field of Dreams," "Meteor Man," "Excessive Force" and most recently, the comedy "Clean Slate."

During the past few years Jones has regularly starred on series television. He won an Emmy Award for his role on "Gabriel's Fire" and then starred in the series "Pros & Cons." He also guest-starred on a recent episode of "Lois & Clark: The New Adventures of Superman." His numerous made-for-television movies include this year's productions of "Confessions: Two Faces of Evil" and "The Vernon Johns Story," as well as "Hallelujah," TNT's "Percy and Thunder" and "Heat Wave" (for which he won another Emmy Award), "Last Flight Out," "By Dawn's Early Light" and "The Ivory Hunters." His distinctive voice of authority is also heard as the narrator of innumerable television specials.

Born in Arkabutla, Mississippi and raised in Manistee, Michigan, Jones attended the University of Michigan.

MOIRA KELLY (Adult Nala) is purr-fectly cast as the voice of a lovely lioness who helps Simba to remember his past and look forward to his future.

The talented actress has worked steadily in Hollywood since making her acting debut in 1991 with the film, "The Boy Who Cried Bitch." That same year, she played the title character's girlfriend in "Billy Bathgate" and a 14-year-old murderess in the telefilm, "Love, Lies and Murder." She had her first starring role in the 1992 feature, "The Cutting Edge." Since then, she has appeared as Charlie Chaplin's shy and proper wife, Oona, in Richard Attenborough's "Chaplin" and played the role of "Donna" in "Twin Peaks -- Fire Walk With Me." She was also seen in the HBO original production of "Daybreak." Most recently, she starred in "With Honors," opposite Joe Pesci and Brendan Fraser and can be seen in the upcoming film, "Little Odessa" with Tim Roth and Edward Furlong.

NATHAN LANE (Timon) is meer-ly terrific as the vocal alter ego of a carefree meerkat who adopts a lion cub in need of a friend. Well-cast as this jungle outcast, the actor helps to give this little guy some of the film's biggest laughs with his quick wit and fast-paced delivery. Whether rustling up some grub or singing a spirited version of "Hakuna Matata," this top voice talent is in fine form.

Lane has become one of Broadway's biggest stars as his raves for portraying Sid Caesar in Neil Simon's current hit show, "Laughter on the 23rd Floor" confirm. Just prior to this role, he scored another success in his role as Nathan Detroit in the hit Broadway revival of "Guys and Dolls," for which he received the 1992 Drama Desk and Outer Critics' Circle Awards as best actor in a musical as well as a Tony Award nomination. That role also earned him an Obie Award for sustained excellence.

Lane received his first Drama Desk Award in 1989 for his performance as Mendy, the hysterical opera fanatic in Terrence McNally's "The Lisbon Traviata." He reprised this role at the Mark Taper Forum, earning the 1990 Los Angeles Drama Critics Circle Award. For his Broadway debut in Noel Coward's "Present Laughter," directed by and starring George C. Scott, he received a Drama Desk nomination.

Lane's other New York stage appearances include "On Borrowed Time" at Circle in the Square, also directed by George C. Scott, "The Wind in the Willows," "Some Americans Abroad," "Bad Habits," "The Common Pursuit" and "Lips Together, Teeth Apart."

On television he starred in the series "One of the Boys" and has appeared in "The Days and Nights of Molly Dodd," "Miami Vice" and the PBS Great Performances presentations of "Alice in Wonderland" and their recent 20th Anniversary Special "The Last Mile."

His films include "Frankie and Johnny," "He Said, She Said," "Ironweed," "Joe Versus the Volcano," "The Lemon Sisters" and "Life With Mikey."

CHEECH MARIN (Banzai) tracks down some major laughs as the hilarious hot-headed hyena who is typically left dangling at the bottom of the food chain. This is the popular comedian's second role in a Disney animated feature, having previously voiced a frenetic chihuahua named Tito in the 1988 release, "Oliver & Company."

A native of Los Angeles, Marin formed a long-standing comedy partnership with Tommy Chong in 1970, which resulted in an incredibly successful string of albums, films and concert tours. Their first album, Cheech & Chong went gold; their second, Big Bambu was voted 1972's #1 comedy album; their third, Los Cochinos brought them a Grammy. In 1978, the duo made their film debut in "Up in Smoke," which became the top grossing comedy of the year with a gross exceeding $100 million. Two other films followed: "Cheech and Chong's Next Movie" and "Cheech and Chong's Corsican Brothers."

Following the team's parting in 1985, Marin has appeared in a number of films and wrote, directed and starred in "Born in East L.A." (1987). The latter