The Compleat Lion King -- V 4.00

[Leopold Stokowski]

THE COMPLEAT
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V 4.00 - UNABRIGED

Copyright:

The Lion King and all its respective work and ideas are
copyrighted by the Disney company and its distributors.
No libel or any negative intentions have been placed in
this text to my knowledge. The quarto is nothing more
than a harmless quarto. It is merely intended as a quote
reference and as a fun way to view the movie.

Flame Retardant:

Comments and discussions welcome. Corrections expected
and are encouraged. All flames will turn on tiny
sprinklers in your computer and flood your hard drive.

Sidebar to Disney employees:

0 0 The customer is always watching. Quite often, we
* might be more observant than you think.
\_/

***** Contents: ******************************************

4.00 .0 Changes
4.00 .1 The Cast
4.00 .2 The Quarto (Script)
4.00 .3 The Credits
4.00 .4 The Elton John Lyrics
4.00 .5 Lion King Trivia
4.00 .6 Promotional Book (Highlights)
4.00 .7 Lion King Production Notes
4.00 .8 Lion King Mistakes (Oopsies!)
4.00 .9 Sources and Information

***** 4.00 .0 - Changes **********************************

The previous version before this was the 3.03 issue (often
mis-titled 3.02 on the subject line). It contained
sections .1, .2, .4, and .5. Of these sections, the Cast
(.1) and Quarto (.2) have been revised. Sections .0, .3,
.6, .7, .8, and .9 are new.

***** 4.00 .1 - The Cast *********************************

The Cast (in alphabetical order):

Banzai : Most quick tempered of the Hyenas. Best with
come backs. Offsets Shenzi and Ed quite well.
(Cheech Marin)

Ed : The stupidest Hyena. He has a Bill the Cat stare.
Noted by warts on the tongue. Too stupid or slow to
lie at the right time.
(Jim Cummings)

Mufasa : Current King of the pridelands. Well built lion.
Thick mane. Brown eyes. Biiig Kitty. Father of
Simba. Older brother of Scar.
(James Earl Jones)

Nala : Friend and companion of Simba. She can pin Simba
in a fight. As an adult she and Simba fall in
love, prolonging a tradition they refused as cubs.
(Niketa Calame - Moria Kelly; Singing: Laura
Williams - Sally Dworski)

Pumbaa : A well-padded wart-hog and friend of Timon. A
little slow, but when he catches on, it's
surprising what he can do. Has an oderiforous
problem.
(Ernie Sabella)

Rafiki : A baboon that acts as the plain shaman. At
times, seemingly crazy; yet is very wise.
(Robert Guillaume)

Sarabi : Mother of Simba. Wife of Mufasa. Leader of the
lionesses.
(Madge Sinclair)

Sarafina : Nala's mother. Friend of Sarabi.

Scar : Younger Brother of Mufasa. Uncle of Simba. Well
chiseled, bony features. Flat black matted mane.
Aspires to be king of Pride Rock by deceit, due to
his thin size and weak stature. His claws are
always partly extended. Has a vertical scar atop
his left eye that presumably accounts for his
name.
(Jeremy Irons)

Shenzi : Female of the Hyena trio. Major attitude.
Probably the smartest and deals the best with
Scar. Most even temper.
(Whoopi Goldberg)

Simba : The Cub of Mufasa. Soon to be king of Pride Rock.
Initially a cub, later an adult. Brown eyes. As
an adult, he's not as well built as his father
was. Friend of Pumbaa and Timon.
(Jonathan Taylor Thomas - Matthew Broderick;
Singing: Jason Weaver - Joseph Williams)

Tanabi: Simba's and Nala's son. He completes the circle.

Timon : An outcast meerkat who is friends with Pumbaa.
Very self-reliant, and quite a fast talker (like a
used car salesman). Stands about 6" tall.
(Nathan Lane)

Zazu : The King's loyal servant. A hornbill, which is
a large-beaked bird.
(Rowan Atkinson)

***** 4.00 .2 - The Quarto *******************************

{Open, Black screen}

{Start nature sound effects}

{cue Castle screen}

{fade to black}

[THE CIRCLE OF LIFE]

[ MS: Male Singer
BS: Background Singer
FS: Female Singer (lead) ]

{Sunrise on African savannah, in time with
opening chant to The Circle of Life}

MS: DA!
Sa-ven-ya!
Ba-ba-ti ti-la-ba

BS: Se-toom, wen-ya-a-na-o
(wen-ya-ma!)

MS: DA!
Sa-ven-ya!
Ba-bi-ta Gee-te-bo-bo

BS: Se-toom, wen-ya-a-na-o
MS: Wen-en-ya-ma

Ha-ga-ba

BS: Wen-en-ya-ma

MS: Se-ya-kok-o-va

BS: Hemwinyana Hemwibanabanah
(repeats 5)

Hemwinyana Hemwibanabanah (se-to-kwa!)
Hemwinyana Hemwibanabanah (asana)
(repeats 1)

{The Circle of life ground forms in the BS's and holds its
pattern for eight bars. It is a non chordal BS part. The
progressions are in the medium ranges of the strings.
Various pans and camera views of African animals. All
moving. Coinciding with the FS pickup in the eighth bar,
we first view the Giraffes, panning to a long shot of all
the animals in their procession}

[The Circle of life text]

FS: From the day we arrive on the planet
And blinking, step into the sun
There's more to see than can ever be seen
More to do than can ever be done

{Camera is panning and jumping to elephants, zebras, ants,
birds, storks, etc, etc ...}

There's far too much to take in here
More to find than can ever be found
But the sun rolling high
Through the sapphire sky
Keeps great and small on the endless round

{when the "The Circle of Life" is mentioned the long
distance pan centers on Pride rock where all the animals
are gathering. Mufasa is on Pride rock. Long camera arc
to Mufasa and Zazu.}

It's the Circle of Life
And it moves us all
Through despair and hope
Through faith and love

{Appearance of Rafiki, the baboon}

'Till we find our place
On the path unwinding

{Rafiki and Mufasa embrace.}

In the Circle
The Circle of life

{Decrescendo in BS. FS drops out. Pan flute takes simple
lead.}

{Mufasa leads Rafiki over to Sarabi who is holding Simba}

{Rafiki puts the juice and sand he collects on Simba's
brow. A ceremonial crown. He then picks Simba up and
ascends to the point of Pride rock. Mufasa and Sarabi
follow. With a crescendo in the music and a restatement
of the Refrain, Rafiki holds Simba up for the crowd to
view. The clouds part and a sumbeam highlights Rafiki and
Simba on Pride Rock.}

FS: (It's) The Circle of life

{The crowd starts howling, stamping, etc, etc ... }

And it moves us all
Through despair and hope
Through out faith and love

{The crowd bows down in rolling wave}

'Till we find our place
In the path unwinding

In the Circle
The Circle of life

{Bass hit (fff) and immediate switch to black screen with
title "The Lion King" in blood/magenta red caps.}

[Mouse / Challenge Scene]

{Cue mouse sounds}

{Visual fade into mouse in cave}

{Mouse comes out and starts preening in the light. Begin
sniffing. Becomes frightened. Suddenly a large lion paw
swoops down and catches him.}

{The music rises with a dissonant, slow, reed theme. Fade
in slowly and up full during speech}

{Camera switch to Scar holding the squeaking and
struggling mouse in his paw. He talks to it while playing
with it}

Scar: Life's not fair; is it? You see I... Well, I shall
never be king. (exhale light) And you shall never
see the light of another day. (closed mouth laughter.
starts to places mouse on his extended tongue)
Adieu.

Zazu : (Interrupting) Didn't your mother ever tell you not
to play with your food?

Scar: (light sigh) What do you want?

Zazu: I'm here to announce that King Mufasa is on his way.
So you'd better have a good excuse for missing the
ceremony this morning.

{To a flute flutter in the background, the mouse runs
away from Scar}

Scar: Oh now look Zazu, you made me lose my lunch.

Zazu: Hah! You'll lose more than that when the king gets
through with you. He's as mad as a Hippo with a
Hernia.

Scar: Ohhh...I quiver with FEAR!

{On "FEAR" Scar crouches down and is baring his teeth at
Zazu.}

Zazu: (very concerned) Now Scar, don't look at me that
way...HELP!!!!

{Scar quickly pounces on the bird.}

Mufasa: (almost immediately and off-camera) Scar! ...
Drop him.

Scar: (mouth closed) Mmm-Mmm-Hmmm?

Zazu: (Speaking from Scar's mouth) Impeccable timing your
majesty.

{Scar spits the Bird out, covered with saliva}

Zazu: (slimed) errrah.

Scar: (sarcastically overjoyed) Why! if it isn't my big
brother descending from on high to mingle with the
commoners.

Mufasa: Sarabi and I didn't see you at the presentation of
Simba.

Scar: (feigning astonishment) That was today? Oh, I feel
simply awful.

{He turns and start scraping his claws on the rock wall
forming the sound of fingernails on a chalkboard, setting
Zazu's teeth [sic] on edge}

Scar: (admiring his claws) Must have slipped my mind.

Zazu: Yes, well, as slippery as your mind is, as the
king's brother, you should have been first in line!

{Scar clicks his teeth at Zazu who had flown near his
face. Zazu takes cover behind Mufasa's foreleg. Scar
bends down to speak to him.}

Scar: Well, I was first in line...until the little
hairball was born.

Mufasa: (Lowering his head and meeting Scar eye to eye)
That hairball is my son...and your future king.

Scar: Ohh, I shall practice my curtsy.

{Scar turns away and starts to exit}

Mufasa: Don't turn your back on me, Scar.

Scar: (looking back) On, no, Mufasa. Perhaps you
shouldn't turn your back on me.

Mufasa: (Roars and literally jumps in front of Scar baring
his teeth for the first time) Is that a challenge?

Scar: Temper, temper. I wouldn't dream of challenging
you.

Zazu: Pity! Why not?

Scar: (Looking at Zazu) Well, as far as brains go, I got
the lion's share. But, when it comes to brute
strength (looking at Mufasa) I'm afraid I'm at the
shallow end of the gene pool.

{exit Scar}

Zazu: (deep sigh) There's one in every family, sire...two
in mine, actually. (perches on Mufasa's shoulder) And
they always manage to ruin special occasions.

Mufasa: What am I going to do with him?

Zazu: He'd make a very handsome throw rug.

Mufasa: (Chiding) Zazu!

Zazu: And just think! Whenever he gets dirty, you could
take him out and beat him.

{They exit chuckling. Pan out into open Savannah.}

[Painting Scene]

{Rise in music with theme stated in African Flute, it
broadens eventually with chorus and full orchestra. We
see a rainstorm gently crossing the Savannah. Slow
multiplane [sic] approach to Rafiki's tree. Camera switch
to inside. Rafiki is doing hand paintings on the wall.
It is noticeable he is completing a lion cub.}

Rafiki: (completing the ceremonial crown in the painting)
Hmmm...heh heh heh...Simba.

{Horns and brass close theme in a stately manner with a
decrescendo, fade to black keeping the painting of the cub
as a crossover to the fade in of Pride Rock in early
morning}

[The Sunrise / Pouncing Scene]

{Simba is seen coming out on the rock. He runs back into
he cave. Leaps over several of the lioness, accidentally
jumping on a few.}

Random Lioness: Oomph!

{Simba starts to wake Mufasa}

Simba: (Running into cave) Dad! Dad! come on Dad, we
gotta go. Wake up!. (Jumps over some lionesses,
pawing them in the stomach) Oops! Sorry. (Jumps up
next to Mufasa) Dad? Dad. Dad, Dad, Dad, Dad, Dad,
etc...

Sarabi: (Over Simba's endless noise of "Dad"s, sleepily)
Your son ...is awake...

Mufasa: (also sleepily) Before sunrise, he's your son.

Simba: Dad. Come on Dad. Rrrr

{Simba pulls at Mufasa's ear. He then slips and falls
off-screen into a pile of bones. Simba comes running back
on screen and butts Mufasa. Mufasa sleepily eyes his son.}

Simba: You Promised!

Mufasa: (Seeing his son's impatience) Okay, okay. I'm up.
I'm up.

Simba: Yeah!

{Mufasa yawns a well recorded lion yawn, Mufasa and Sarabi
follow simba up to the top of pride rock. Simba rubs up
against Sarabi, she nudges him ahead and stays behind.
The sunrise illuminates the top of pride rock
impressively. Both Simba and Mufasa are on the point.
Cue music.}

Mufasa: Look Simba. Everything the light touches is our
kingdom.

Simba: Wow.

{The camera pans from a reverse view to a frontal shot}

Mufasa: A king's time as ruler rises and falls like the
sun. One day, Simba, the sun will set on my time here
and will rise with you as the new king.

Simba: And this will all be mine?

Mufasa: Everything.

Simba: Everything the light touches. (Simba looks all
around. He views the rip-rap canyon to the north
[sic]) What about that shadowy place?

Mufasa: That's beyond our borders. You must never go
there, Simba.

Simba: But I thought a king could do whatever he wants.

Mufasa: Oh, there's more to being king than getting your
way all the time.

{Mufasa starts back down the rock}

Simba: (Awed) There's more?

Mufasa: Haha. Simba.

{Camera switch, Mufasa and Simba are out walking on the
Savannah}

Mufasa: Everything you see, exists together, in a delicate
balance. As king, you need to understand that balance,
and respect all the creatures; from the crawling ant
to the leaping antelope.

Simba: But Dad, don't we eat the antelope?

Mufasa: Yes, Simba, but let me explain. When we die, our
bodies become the grass. And the antelope eat the
grass. And so we are all connected in the great
circle of life.

Zazu: (Lights on a nearby rock) Good morning sire!

Mufasa: Good morning Zazu.

Zazu: Checking in with the morning report.

Mufasa: Fire away.

Zazu: Well, the buzz from the bees is that the leopards
are in a bit of a spot...

{Zazu's speech will continue through without stop. Simba
and Mufasa's conversation is the focus.}

Mufasa: (uninterested) Oh, really?

{Simba, uninterested in Zazu, pounces at a grasshopper and
misses.}

Zazu: (continuing, not noticing Mufasa's lack of
enthusiasm) ... And the baboons are going ape over
this. Of course, the giraffes are acting like they're
above it all....

Mufasa: (to Simba) What are you doing, son?

Simba: Pouncing.

Mufasa: Let an old pro show you how its done.

Zazu: ... The tick birds are preening on the elephants. I
told the elephants to forget it, but they can't...

Mufasa: Zazu, would you turn around?

Zazu: Yes, sire. (continuing immediately) The Cheetahs are
hard up but I always say--

Mufasa: (Whispering) Stay low to the ground.

Simba: (whispering) Okay

Zazu: --cheetahs never prosper.

Simba: Okay, stay low to the ground, right yeah...

Zazu: (realizing something is amiss) What's going on?

Mufasa: A pouncing lesson.

Zazu: Oh very good. Pouncing. (Realizing) Pouncing !?!
Oh, no, sire-- you can't be serious...

{Mufasa motions for Zazu to turn back around.}

Zazu: Oh, this is so humiliating.

Mufasa: (still whispering) Try not to make a sound.

Zazu: What are you telling him, Mufasa? (Looking around
uneasily. Simba and Mufasa have seemingly
disappeared) Mufasa? Simba?

{Simba does a full pounce, leaving Zazu stunned on the
ground}

Mufasa: Hahaha. That's very good. Hahah...

{A gopher emerges under Zazu.}

Gopher: Zazu.

Zazu: Yes?

Gopher: (Saluting) Sir. News from the underground.

Mufasa: (to Simba) Now, this time(interrupted)

Zazu: (interrupting and with urgency) Sire! Hyenas! In
the pride lands!

Mufasa: (serious now) Zazu! Take Simba home.

Simba: Aw dad, can't I come?

Mufasa: (curtly) No, son.

{Mufasa heads off at a full gallop}

Simba: I never get to go anywhere.

Zazu: Oh, young master, one day you will be king; then you
can chase those slobbering, mangy, stupid poachers
from dawn until dusk.

{They head off. Camera pulls back to wide view of
Savannah}

[Scar tricks Simba Scene]

{Camera change to Scar on the south ledge at Pride Rock.
We see Scar pace once and kick a old bone off the edge.}

{Enter Simba}

Simba: Hey Uncle Scar! Guess what!

Scar: I despise guessing games.

Simba: I'm gonna be king of Pride Rock.

Scar: (sarcastically) Oh, goody.

Simba: (looking out over the edge of the rock) My Dad just
showed me the whole kingdom. (greedily) And I'm gonna
rule it all. Heh heh.

Scar: Yes. Well, forgive me for not leaping for joy--
bad back, you know.

{Scar flops down on his side.}

Simba: Hey Uncle Scar. When I'm king, what'll that make
you?

Scar: A monkey's uncle.

Simba: Heheh. You're so weird.

Scar: You have no idea. So, your father showed you the
whole kingdom, did he?

Simba: Everything.

Scar: He didn't show you what's beyond that rise on the
northern [sic] border.

Simba: (disappointed) Well no. He said I can't go there.

Scar: And he's absolutely right! It's far too dangerous--
only the bravest lions go there.

Simba: Well I'm brave. What's out there?(interuppted)

Scar: (interrupting) I'm sorry Simba, I just can't tell
you.

Simba: Why not?

Scar: Simba, Simba-- I'm only looking out for the
well-being of my favorite nephew.

{Scar rubs and pats Simba's head}

Simba: (snorts) Yeah, right. I'm your only nephew.

Scar: All the more reason for me to be protective! An
elephant graveyard is no place for a young prince...
(faking surprise) Oops!

Simba: (enthusiastic) An elephant what?!? Whoa...

Scar: (in mock anguish) Oh, dear! I've said too much ...
Well, I suppose you'd have found out sooner or later,
you being so clever and all... (pulling Simba near)
Oh, just do me one favor. Promise me you'll never
visit that dreadful place.

Simba: (thinks) No problem.

Scar: There's a good lad. You run along now and have
fun. And remember-- it's our little secret.

{Simba leaves the rock; Scar walks away. Menacing music.}

[Bath Scene - Water Hole Scene]

{Simba is running down the slope of the bottom part of
Pride Rock. He runs down towards two lionesses. (Sarabi
and Sarafina) Sarafina is giving Nala a bath. Music is
light; almost jazzy. Pan flute lead.}

Simba: Hey Nala.

Nala: Hi Simba.

Simba: Come on. I just heard about this great place.

Nala: Simba, I'm kind of in the middle of a Bath.

{Sarabi bends down and grabs Simba}

Sarabi: And it's time for yours.

Simba: Mom! Mom, you're messing up my mane.

{Sarabi smiles}

Simba: Okay, okay. I'm clean. Can we go now?

Nala: So where are we going? It better not be anyplace
dumb.

Simba: No, it's really cool.

Sarabi: So where is this really cool place?

Simba: (realizing he has overlooked this difficulty) Oh...
around the water hole.

Nala: The water hole?!? What's so great about the water
hole?

Simba: (Through gritted smile) I'll show you when we get
there.

Nala: (softly) Oh! (normal) Uh... mom, can I go with
Simba?

Sarafina: Hmm... what do you think, Sarabi?

Sarabi: Well...

Nala and Simba: Pleeeease. (Through broad, forced smiles)

Sarabi: It's all right with me--

{Sarabi and Simba are overjoyed}
Simba: Yeah!!
Nala: All right.

Sarabi: --as long as Zazu goes with you.

{Simba and Nala stop dead in their celebration}

Simba: No! Not Zazu!

[Water Hole Scene]

{Camera is at a ground angle slightly behind the cubs
walking towards the water hole. Zazu is visible in the
sky overhead}

Zazu: Step Lively. The sooner we get to the water hole,
the sooner we can leave.

{Camera angle changes to the cubs from an immediate real
view}

Nala: (low) So where we really going?

Simba: (low) An Elephant graveyard.

Nala: Wow!

Simba: (low) Shhh! (motioning towards Zazu) Zazu.

Nala: (low) Right. So how we going to ditch the Dodo?
(Into whispers...) Oh. I know... (inaudible)

{Camera switch to just above Zazu. We hear the cubs
whispering back and fourth below}

Zazu: (Flying down) Oh, just look at you two. Little
seeds of romance blossoming in the savannah. Your
parents will be thrilled, (He lands in front of them)
what, with your being betrothed and all.

Simba: Be-what?

Zazu: Betrothed. Intended. Affianced.

Nala: Meaning?

Zazu: One day you two are going to be married.

Simba: Yuck.
Nala: Ewww.

Simba: I can't marry her. She's my friend.

Nala: Yeah. It'd be so weird.

Zazu: Well sorry to bust your bubble, but you two turtle
doves have no choice. It's a tradition going back
generations.

{Simba mimics Zazu durig this speech.}

Simba: Well when I'm king, that'll be the first thing to
go.

{Start fading in intro to "I Just Can't Wait to Be King"}

Zazu: Not so long as I'm around.

Simba: Well in that case, you're fired.

Zazu: Hmmm... nice try, but only the king can do that.

Nala: Well, he's the future king.

Simba: Yeah. (Thumping Zazu's chest) So you have to do
what I tell you.

Zazu: Not yet I don't. And with an attitude like that,
I'm afraid you shaping up to be a pretty pathetic king
indeed.

Simba: Hummph. Not the way I see it.

{Full song, colors change to wild pop-African. Background
becomes more pop style.}

Simba: I'm gonna be a mighty king
So enemies beware!

Zazu: Well, I've never seen a king of beasts
With quite so little hair.

{Plucks hair where mane would be}

{Simba Gets a leaf-mane}

Simba: I'm gonna be the mane event
Like no king was before

{Climbs log}

I'm brushing up on looking down
I'm working on my ROAR!

{On "ROAR" he shouts at Zazu, startling him back into a
puddle}

Zazu: (Drying on what appears to be a hanging towel)
Thus far, a rather uninspiring thing.

{Camera pull back. Reveals towel as elephant ear. Hits
Zazu with trunk like a golf club}

(Zazu: Yeeeooooowwww)
Simba: Oh, I just can't WAIT to be king!

Zazu: (speaking) You've rather a long way to go, young
master, if you think--

{For this verse Zazu is making quick spoken part replies
to each line. Simba and Nala are on each side of Zazu; as
he turns to talk to one, the other makes faces.}

Simba: No one saying do this

(Zazu: Now when I said that, I--)

Nala: No one saying be there

(Zazu: What I meant was--)

Simba: No one saying stop that

(Zazu: Look, what you don't realize--)

Simba and Nala: No one saying see here

(Zazu: Now SEE HERE!)

Simba: Free to run around all day

{Simba and Nala are now riding Ostriches}

(Zazu: Well that's definitely out of the question.)

Simba: Free to do it all my way

Zazu: (Singing) I think it's time that you and I
Arranged a heart to heart.

{Zazu flies into a rhino.}

Simba: Kings don't need advice
From little hornbills for a start!

{Lights on a branch}

Zazu: If this is where the monarchy is headed
Count me out!
Out of service, out of Africa
I wouldn't hang about!

{The camera pulls back to reveal Zazu has lighted on a log
being washed towards a waterfall. It disappears over the
edge, with a scream from Zazu. Zazu quickly reappears
flying towards and through the camera.}

This child is getting wildly out of wing.

Simba: Oh I just can't WAIT to be king.

{Simba and Nala run between two double files of Zebras. As
Zazu comes throug, the Zebras turn around and present their
behinds to Zazu. As the music interlude continues, Simba
and Nala are playing underfoot of a herd of Elephants.
As Simba starts to sing again the camera clicks to him
standing on a Giraffe's head}

Everybody look left (Zazu: WHERE?!)
(crowd of animals run over Zazu from right to left)
Everybody look right
(crowd runs back over Zazu from left to right)
Everywhere you look I'm
Standing in the spotlight!

Zazu: (speaking but in strict time) Not Yet!

Chorus: Let every creature go for broke and sing
Let's hear it in the herd and on the wing
It's gonna be King Simba's finest fling

{The Chorus of hippos, giant anteaters, antelopes,
giraffes, etc. form a pyramid with the cubs on top}

Simba & Chorus: Oh, I just can't wait to be king!
Oh, I just can't wait to be king!
Oh, I just can't waaaaaait... to be king!

{The pyramid topples, leaving the rhino sitting on Zazu}

Zazu: (Muffled) I beg your pardon, madam, but...GET OFF!
Simba? Nala?

[Elephant Graveyard - Hyena Scene]

{Camera change to Simba and Nala making their way away
from Zazu}

{They are laughing}

Simba: All right, it worked!

Nala: We lost 'em.

Simba: (smug) I ... am a genius.

Nala: Hey Genius-- it was my idea.

Simba: Yeah, but I pulled it off.

Nala: With me!

Simba: Oh yeah? Rrarr!!

{Simba jumps at Nala, they tussle quickly. Nala ends on
top and pins Simba with her forepaws, creating a
resounding thump.}

Nala: Ha. Pinned ya.

Simba: Hey, let me up!

{Simba looks at Nala and jumps at her again. They tussle,
rolling down a short hill. She pins him again in the same
position with another resounding thump.}

Nala: Pinned ya again!

{A gas vent makes a loud noise near by, ejecting steam.
The camera pulls back to a view of the surroundings that
the cubs have just noticed. Mostly in grays, we see a
dark craggy vale filled with skeletons of elephants. Erie
music.}

Simba: This is it-- we made it.

{They look over the edge of the ledge they are on. A
large bull skull is nearby. The camera follows to survey
the entire bleak view.}

Simba and Nala: Whoa.

Nala: It's really creepy.

Simba: Yeah... isn't it great?

Nala: (enjoying her naughtiness) We could get in big
trouble.

Simba: (enjoying it also) I know, huh.

Nala: (Looking at the skull) I wonder if it's brains are
still in there.

Simba: (Walking towards the skull) There's only one way to
know. Come on. Let's go check it out.

{Simba walks towards the mouth of the skull. Zazu flaps
suddenly in front of them.}

Zazu: The only checking out you will do, will be to check
out of here.

Simba: Aw, man.

Zazu: We're way beyond the boundary of the pride lands.

Simba: The little banana beak is scared!

Zazu: It's Mr. Banana Beak to you, fuzzy. And right now
we are all in very real danger.

{Simba has moved nearer to the entrance of the skull}

Simba: Danger? Hah! I walk on the wild side. I laugh in
the face of danger. Ha ha ha ha!

{Following simba's confidant laughter we hear more
laughing for inside the Skull. Three hyenas emerge.}

Shenzi: Well, well, well, Banzai. What have we got here?

Banzai: Hmm. I don't know, Shenzi. What do you think,
Ed?

Ed: (Crazy Laughter)

{The circle around the cubs and Zazu.}

Banzai: Yeah, just what I was thinking. A trio of
trespassers!!

Zazu: And quite by accident, let me assure you. A simple
navigational error.

Shenzi: Whoa, whoa whoa, wait wait wait... I know you.
(peering close into the camera) You're Mufasa's
little stooge.

Zazu: I, madam, am the king's Majordomo.

Shenzi: (looking at Simba) and that would make you ...

Simba: The future king!

Shenzi: Do you know what we do to kings who step out of
their kingdom?

Simba: Puh. You can't do anything me.

Zazu: A-ha-ha, technically, they can. We are on their
land--

Simba: But Zazu, you told me they're nothing but
slobbering, mangy, stupid poachers.

Zazu: (to the side) Ix-nay on the oopid-stay.

Banzai: Hey! Who you calling oopid-stay?!?

Zazu: (Harried) My, my, my. Look at the sun. (starts to
try to move away) It's time to go.

Shenzi: What's the hurry? We'd love you to stick around
for dinner.

Banzai: Yeeaah! We could have whatever's "lion" around.

Shenzi: Oh wait, wait, wait. I got one, I got one. Make
mine a "cub" sandwich. Whatcha think?

{They start laughing. Ed starts motioning}

Shenzi: What? Ed? What is it?

Banzai: (Looking where Ed is pointing) Hey, did we order
this dinner to go?

Shenzi: No. Why?

Banzai: 'Cause There It Goes!!!!

{Camera view to the cubs running off, they stop after a
bit. Quick camera jump showing Zazu being caught in
mid-flight}

Nala: Did we lose 'em?

Simba: I think so. Where's Zazu?

{Camera switch. The hyenas have Zazu near a steam vent.
Banzai is holding the bird.}

Banzai: So, the little Majordomo bird hippity-hopped all
the way to the birdie-boiler. (He walks Zazu to the
vent and stuffs him on it, plugging it up.)

Zazu: Oh no. Not the birdie boiler. (It shoots him off in
a puff of steam) Ahhhhhh!

{The hyenas start laughing hysterically}

Simba: (Now near the hyenas) Hey! Why don't you pick on
someone your own size?

Shenzi: Like... you?!?

Simba: Oops.

{The Hyenas start chasing the cubs.}

Nala: Simba!

{The hyenas chase the cubs up and over the skull and the
cubs slip away by sliding down the spine. On the next
pile of bones, Nala can't make it up in time and Simba
runs back and claws Shenzi across the cheek. She becomes
enraged and they pursue the cubs quickly and corner them
in a cave.}

============== CUT LINES ===============8<================
{For a reason unknown to me, the following line was cut.
It appeared on story boards and even in the promotional
pamphlet for the movie. It must have been cut fairly late
in production.}

Shenzi: Look Boys! A king fit for a meal!

=========================================8<===============

Banzai: (Entering the cave, taunting) Here kitty, kitty.

{Simba tries to roar. He produces a nice medium yowl.}

Shenzi: Huh. That was it?! Hah. Do it again... come on.

{Simba opens his mouth to roar again, but we hear a full
grown lion roar.}

Shenzi and Banzai: Huh?

{Mufasa charges the hyenas from camera left and abuses
them thoroughly till they are cringing under him.}

Shenzi: Oh, Please, please. Uncle. Uncle.
Banzai: Ow-ow-ow.

Mufasa: (half roar) Silence!

Banzai: O.K., we're gonna shut up right now.
Shenzi: Calm down. We're really sorry.

Mufasa: If you ever come near my son again...

Shenzi: This is? This is YOUR son?!?
Banzai: Oh, your son?

Shenzi: Did you know that?
Banzai: No... Me? I...I didn't know it. No. Did you?

Shenzi: No! Of course not.
Banzai: No.

Shenzi and Banzai: Ed?

Ed: (Stupidly nods yes)

{Mufasa roars}

Banzai: Toodles.

{With a gunshot sound they disappear. Zazu lights in
front of Mufasa, sycophantically smug. But then looks
away when he sees how angry Mufasa is, and cowers down.}

Simba: Dad I...

Mufasa: You deliberately disobeyed me.

Simba: Dad, I'm... I'm sorry.

Mufasa: (Stern) Let's go home.

{They all start walking out of the graveyard, the
cubs bent down in shame.}

Nala: (softly) I thought you were very brave.

{The camera steadily pans up one of the walls of the cave.
It stops on a horrifying image of Scar, where he was
watching the cubs' near-demise.}

[Disciplinary - Stars Scene]

{Camera to out on the Savannah. The cubs are still
walking in a shamed manner behind Mufasa. Zazu is flying
between.}

Mufasa: (Still Stern) Zazu.

Zazu: (Flying forward and lighting in front of Mufasa)
Yes, sire?

Mufasa: (Stern) Take Nala home. I've got to teach my son
a lesson.

{The camera views the cubs. Simba hunkers lower in the
grass as if to hide. Zazu flies back to the cubs.}

Zazu: Come, Nala. Simba-- (patting him on the shoulder
and sighing) Good luck.

{Zazu and Nala leave. The camera view is of Simba in the
foreground with Mufasa facing away from the camera in the
background.}

Mufasa: (Calling, still very stern) Simba.

{Simba slowly turns and walks towards his father. The
camera follows him forward. Ominous yet sad music. Simba
steps into a depression. Looking down he sees that his
forepaw fits inside just the palmprint of his father's
paw. A very tense moment for Simba. It comes across to
the audience that his father could easily do much, much
more than discipline Simba. Simba realizes this too and,
quite courageously, continues to come forward.}

Mufasa: (Without looking at Simba) Simba, I'm very
disappointed in you.

Simba: (very quietly and sadly) I know.

Mufasa: (Continuing) You could have been killed. You
deliberately disobeyed me. And what's worse-- you put
Nala in danger!

Simba: (Bordering on crying, voice cracks) I was just
trying to be brave like you!

Mufasa: I'm only brave when I have to be. Simba... being
brave doesn't mean you go looking for trouble.

Simba: But you're not scared of anything.

Mufasa: I was today.

Simba: You were?

Mufasa: Yes... I thought I might lose you.

Simba: Oh. (Lightening slightly) I guess even kings get
scared, huh?

Mufasa: Mm-hmm.

Simba: (Conspiritorially) But you know what?

Mufasa: (Whispering back) What?

Simba: I think those hyenas were even scareder.

Mufasa: (gentle laugh) Cause nobody messes with your dad.
Come here, you.

{Mufasa has bent down. He picks Simba up and starts
rubbing his head, giving a 'noogie'}

Simba: Oh no! no ... Errrgg ...

{Music rises as Simba and Mufasa tussle playfully for a
brief while.}

Simba: Oh, come here...(as Mufasa runs away) HAH! Gotcha!

{They end up with Mufasa laid down and Simba
on his head and mane.}

Simba: Dad?

Mufasa: Hmm?

Simba: We're pals, right?

Mufasa: (Gentle laugh) Right.

Simba: And we'll always be together, right?

Mufasa: (sitting up, Simba now on shoulder) Simba... let
me tell you something that my father told me. Look
at the stars. The great kings of the past look down
on us from those stars.

Simba: (awed) Really?

Mufasa: Yes, Simba. So whenever you feel alone, just
remember that those kings will always be there to
guide you. And so will I.

[Be Prepared Scene]

{Camera switch from stars to Hyena cave. As we move in
the cave, we first hear Banzai's voice and eventually see
Banzai and Ed together with Shenzi to the side.}

Banzai: Man, that lousy Mufasa! I won't be able to sit
for a week. (we notice numerous scratches on Banzai's
rear)

Ed: (Laughs)

Banzai: It's not funny, Ed.

Ed: (Tries to stop laughing, but bursts out worse)

Banzai: Shut up!

Ed: (cannot stop laughing)

{Banzai tackles Ed and they start fighting.}

Shenzi: Will you knock it off!

{Banzai stops. Ed continues gnawing his own left hind-leg
thinking it Banzai's.}

Banzai: Well he started it.

Shenzi: Look at you guys. No wonder we're dangling at the
bottom of the food chain.

Banzai: (with drool dangling from his mouth) Man, I hate
dangling.

Shenzi: Yeah... You know, if it weren't for those lions,
we'd be running the joint.

Banzai: Man, I hate lions.

Shenzi: So pushy.

Banzai: And hairy.

Shenzi: - stinky-

Banzai: And man are they

Shenzi and Banzai: Uuuuggg-ly!

{They laugh.}

Scar: (From his perch we saw in the Hyena chase) Oh,
surely we lions are not all -that- bad.

Shenzi: Oh...

Banzai: (relieved from the surprise) Oh, Scar; it's
just you.

Shenzi: We were afraid it was someone important.

Banzai: Yeah, you know, like Mufasa.

Shenzi: Yeah.

Scar: I see.

Banzai: Now that's power.

Shenzi: Tell me about it. I just hear that name and
I shudder.

Banzai: Mufasa.

Shenzi: (Shivering) Ooooo... Do it again.

Banzai: Mufasa!

Shenzi: Ooooo!

Banzai: Mufasa, Mufasa, Mufasa!

Shenzi: (Builds up hysterical laughter) ... Oooo! It
tingles me.

Scar: I'm surrounded by idiots.

Banzai: Now you Scar, I mean, you're one of us. I mean,
you're our pal.

Scar: Charmed.

Shenzi: Ohh, I like that. He's not king, but he's still
so proper.

Banzai: Yeah. Hey, hey. Did ya bring us anything to eat,
Scar, old buddy, old pal? Huh? Did-ya-did-ya-did-ya?

Scar: I don't think you really deserve this. (Holds out a
zebra ham.) I practically gift wrapped those cubs for
you. (Drops ham to Hyenas) And you couldn't even
dispose of them. (Intro fade in on Be Prepared)

Shenzi: (chewing with full mouth) Well, ya know, it wasn't
exactly like they was alone, Scar.

Banzai: Yeah. What were we supposed to do, (swallow) kill
Mufasa?

Scar: Precisely. (Three top flutter to coincide with scars
leaps down to the Hyenas. Start full song.)

============== CUT LINES ===============8<================
{Due to plot adjustment, the intro lines to the music
track Be Prepared were cut. They were originally a
monologue of Scar trying to decide on using the Hyenas or
not. These were cut presumably to allow for the earlier
entrapment of the cubs being credited to Scar.}

Scar: (Spoken over what is now faded intro)
I never thought Hyenas essential.
They're crude and unspeakably plain.
But, maybe there's a glimmer of potential
If allied to my vision and brain.

========================================8<================

Scar: (Full song)

I know that your powers of retention
Are as wet as a warthog's backside
But thick as you are, pay attention
My words are a matter of pride

It's clear from your vacant expressions
The lights are not all on upstairs
But we're talking kings and successions
Even you can't be caught unawares

{On unawares he scares Banzai and Shenzi back onto some
steamvents, They are fired into the background.}

So prepare for a chance of a lifetime
Be prepared for sensational news
A shining new era
Is tiptoeing nearer

Shenzi:
And where do we feature?

Scar:
Just listen to teacher
I know it sounds sordid
But you'll be rewarded
When at last I am given my dues
And injustice deliciously squared
Be Prepared!

(Spoken)

Banzai: Yeah, Be prepared. Yeah... we'll be prepared. For
what?

Scar: For the death of the king.

Banzai: Why? Is he sick?

Scar: No, fool-- we're going to kill him. Simba too.

Shenzi: Great idea! Who needs a king?

Shenzi, Banzai, and Ed: No king. No king.
la lala lala la

Scar: IDIOTS! There will be a king!

Banzai: Hey, but you said, uh--

Scar: I WILL BE KING!!! Stick with me, and you'll never
go hungry again!!!

Banzai, Shenzi, and ED: Yaah!!! Alright!! Long live the
king!!!

{Camera reveals hundreds of more hyenas in the shadows.}

All Hyenas: Long live the king! Long live the King!

(full song again)

Hyenas: (In tight, crisp phrasing and annunciation)
It's great that we'll soon be connected.
With a king who'll be all-time adored.

Scar:
Of course, quid pro quo, you're expected
To take certain duties on board

{motions a slice across the neck}

The future is littered with prizes
And although I'm the main addressee
The point that I must emphasize is
You won't get a sniff without me

{ The () parts are the Hyenas counterpoint singing}

So prepare for the coup of the century!
Be prepared for the murkiest scam!
(Oooh! lah! lah! lah!)
Meticulous planning
(We'll have food!)
Tenacity spanning
(Lots of food)
Decades of denial
(We repeat)
Is simply why I'll
(Endless meat)
Be king undisputed
(Aaaaaaah!)
Respected, saluted
(Aaaaaaah!)
And seen for the wonder I am!
(Aaaaaaah!)

Yes, my teeth and ambitions are bared
(Ah-Ah-Ah-Ah-Ah-Ah-Ah!)
Be Prepared!

All:
Yes, our teeth and ambitions are bared
Be Prepared!

[Stampede Scene]

{Camera switch to bottom of the gully. Scar and Simba are
near a rock in the center of the gully.}

Scar: Now you wait here. Your father has a marvelous
surprise for you.

Simba: Whoa. What is it?

Scar: If I told you, it wouldn't be a surprise, now would
it?

Simba: If you tell me, I'll still act surprised.

Scar: Hohoho... you are such a naughty boy.

Simba: Come on, Uncle Scar.

Scar: No-no-no-no-no-no-no. This is just for you and your
daddy. You know, a sort of father-son ... thing.
Well. I better go get him.

Simba: I'll go with you.

Scar: No! (regaining composure) Heheheh. No. Just stay
on this rock. You wouldn't want to end up in another
mess like you did with the hyenas.

Simba: You know about that?

Scar: Simba... everybody knows about that.

Simba: (meek and embarassed) Really?

Scar: Oh, yes. Lucky daddy was there to save you. Oh,
and just between us, you might want to work on that
little roar of yours. Hmm?

{Scar pats Simba on the head and starts to head off}

Simba: Oh. Okay.... Hey Uncle Scar! Will I like the
surprise?

Scar: Simba, it's to DIE for.

{The camera slowly pans up the side of the gorge away from
Scar and Simba. After a distance of rock, wee reach the
edge and view on the plain a very large herd of
wildebeest. The camera that focuses in on the hyenas
(Shenzi, Banzai, and Ed) who are waiting near the edge
of the herd}

Banzai: (Stomach growls)

Shenzi: Shut up.

Banzai: I can't help it. I'm so hungry... (jumping up) I
gotta have a wildebeest!

Shenzi: Stay put.

Banzai: Can't I just pick off one of the little sick ones?

Shenzi: No! We wait for the signal from Scar.

{Camera switch to Scar mounting a rock in view of the
hyenas}

Shenzi: There he is. Let's go.

{Camera switch back to Simba}

Simba: Little roar. Puh!

{A lizard walks past Simba. He tries to roar at it.}

Simba: Raowr.... Raowr.

{The lizard has no reaction to the first two. On the
third Simba leaps and inhales deeply.}

Simba: RAOWR!!

{The lizard skitters off screen. Simba's roar echoes
around the rocky ravine. Soon we hear a low rumble.
Simba looks down and sees pebbles jumping. Very sinister
music. We see the entire heard coming over the lip of the
ravine. Dramatic camera pull up to the face of Simba.
Simba takes off in front of the herd. Camera switch to
Mufasa and Zazu a short distance from the cavern.}

Zazu: Oh look sire. The herd is on the move.

Mufasa: Odd.

{Scar runs up, out of breath}

Scar: Mufasa! Quick! Stampede! In the gorge. Simba's
down there!

Mufasa: Simba?!

{Camera switch to Simba. He is running and climbs up a
dead tree. Zazu flies ahead of Mufasa and Scar, down into
the cavern. He spots Simba}

Simba: (Clinging on to a tree barely) Zazu! Help me!!

Zazu: Your father is on the way! Hold on!!

Simba: (Losing grip) Hurry!

{Mufasa and Scar are on the lower ledges of the gorge.
Zazu flaps back to Mufasa and points out where Simba is.}

Zazu: There! There!! On that tree!!!

Mufasa: Hold on, Simba!!

{In the gorge, a wildebeest rams the tree Simba is on,
nearly breaking it.}

Simba: Ahhhh!!!

{Mufasa runs out into the herd, running with the
stampede.}

Zazu: Oh Scar, this is awful. What'll we do? What'll
we do? Hah! I'll go back for help! that's what I'll
do! I'll go back fo(gets hit) -oooomph.

{Scar backhands Zazu into a rock wall, knocking him out.
Scar then follows Mufasa's progress from the lip of the
gorge. Mufasa runs with the herd till slightly past the
tree. He whips around the front of some wildebeest and
runs into the heard towards Simba's tree. He gets rammed
head first once, throwing him to the ground. A wildebeest
rams Simba's tree, throwing Simba into the air. Mufasa
gets up in time to catch Simba in the air with his mouth.
He gets hit again and accidentally throws Simba. Simba
dodges a few oncoming wildebeest. Mufasa runs by with the
herd and grabs Simba. He jumps up to a near rock ledge
and sets Simba down just in time before getting knocked
back in by a wildebeest.}

Simba: DAD!!!!!!!!

{Simba watches in horror as he cannot find his father in
the swirling mass of wildebeest below him. At the last
second, Mufasa leaps out of the heard and starts to climb,
with great difficulty, up the loose gravel slope. Simba
turns and starts to climb up to the top of the gorge. Out
of Simba's sight, Mufasa reaches a point right below a
ledge where he can't climb due to steepness. His claws
are scraping and his back paws have no traction. Above
him on the ledge is Scar.}

Mufasa: Scar! Brother. Help me!

{Scar looks disdainfully down, and then suddenly latches
onto Mufasa's forepaws with claws extended. Mufasa has a
horrified look.}

Scar: (Slowly and evilly) Long live the king.

{Scar throws his brother backwards. Mufasa falls,
back first. The camera follows Mufasa down from above,
then suddenly focuses in on Simba who is watching his
father hit the ground. No sound effects of the hit. No
view of it either. Mufasa and Simba's screams mingle.}

Mufasa: Aaaaaaahh!
Simba: NOOOOOOOO!

{The herd finishes. Everything is clouded by dust. Simba
bounds to the cavern floor. Mufasa is nowhere to be
seen. The music decreshendos to nothing.}

Simba: (cough) Dad!!

{We hear a sound.}

Simba: (Quietly) Dad?

{We see a stray wildebeest run past, the source of the
sound. The wildebeest clatters around a log further down
the gully. Under the log is Mufasa, laying on his side.
He is not moving or breathing. Simba approaches the body.
Sad music much akin to a requium. Again, we notice how
small Simba really is.}

Simba: (Quietly) Dad? ... Dad, c'mon. You've gotta get
up. (He rubs up against Mufasa's cheek. The head
merely rolls back in place after the rub) Dad? We
gotta go home. (He tugs at Mufasa's ear. Again the
head limply moves back in place. Simba runs off a
bit, obviously distraught.) HEEEEELP!!!! Somebody!!
Anybody. Help. (He cries. Simba turns back to the
body. He nuzzles up under the limp paw so that his
father is embracing him.)

{Where the music would resolve, we hit a minor chord as
the image of Scar advancing appears through the dust.}

Scar: Simba... what have you done?

Simba: (Jumps back, crying) There were wildebeest and he
tried to save me... it was an accident. I... I didn't
mean for it to happen.

Scar: (embracing Simba, yet still distant) Of course, of
course you didn't. No one ever means for these
things to happen.... But the king is dead, and if it
weren't for you, he'd still be alive. (Simba is
crushed, believing his guilt) Oh! What will your
mother think?

Simba: (sniffing) what am I gonna do?

Scar: Run away, Simba. Run. Run away, and never return.

{Simba runs off blindly. The three hyenas appear behind
Scar. A slight smile a ppears on Scar's face.}

Scar: Kill him.

{Simba is chased up the entire length of the gully. He
reaches the lip only to see a shear drop on the other
side. Having no choice, he jumps and tumbles down into a
patch of biers below. The hyenas pursue the entire way.
When the are running down towards the briars, Banzai sees
the bushes and skids to a stop on a ledge just above the
briar patch.}.

Banzai: Whoa!! (sighs as stops)

{Shenzi and Ed run into him, throwing him into the
bushes.}

Banzai: Yeow!!!! (Jumping back out of the bushes) Ow! Oh!
Ee! Ow!

{Banzai is covered in thorns. Shenzi and Ed are laughing.}

Shenzi: (Seeing Simba emerge from the far side of the
briars into the desert) There he goes! There he goes!

Banzai: (Removing prickles) So go get 'im.

Shenzi: There ain't no way I'm goin' in there. What, you
want me to come out there looking like you?! Cactus
Butt?

Banzai: (Spitting out prickles into Ed's laughing face)
But, we gotta finish the job.

Shenzi: Well, he's as good as dead out there, anyway. And
-if- he comes back, we'll kill him.

Banzai: (Shouting) Yeah! you hear that? If you ever come
back, we'll kill you!!!

{"Kill you" echoes off as we Simba still running into the
desert. The Hyenas make their way off the cliffs back to
the pride lands.}

[Address and depaint Scene]

{Camera change to Scar addressing the lionesses by
moonlight Pride Rock.}

Scar: Mufasa's death is a terrible tragedy. But to lose
Simba who had barely begun to live...

{Camera pans around the lionesses. Some are comforting
Sarabi. Nala is rubbing against her mother, crying.}

Scar: For me it is a deep, personal loss. So, it is with a
heavy heart that I assume the throne. Yet, out of the
ashes of this tragedy, we shall rise to greet the
dawning of a new era, (The hyenas start emerging) in
which lion and hyena come together, in a great and
glorious future.

{The camera pans to Rafiki who is shaking his head in the
distance. The scene changes with Rafiki in the same
point. He is in his tree house. After wiping away a
tear, he reaches up and rubs his hand across the cub
painting, smearing it. The camera changes. The painting,
smeared, is overlaid on simba lying out in the hot desert
sun.}

[Buzzard - intro to Hakuna Matata Scene]

{Buzzards are circling the cub's body. One descends, then
all. They circle around it. With a blast of music, Timon
riding Pumbaa appears and drives into the midst of the
Buzzards. They slap and hit the buzzards away from Simba.}

Timon: Yeeeeeeeeeeeeeeeeeeeeaaaahh!! Get out! Get out of
here!!!!

Pumbaa: I love it! Bowling for buzzards.

Timon: (Laughing) Gets 'em ev'ry time.

Pumbaa: (Looking at Simba) Uh oh. Hey Timon. You better
come look. I think it's still alive.

Timon: Ewww...

{Timon walks to the front of Simba. He is lying with his
paw over his face.}

Timon: All righty, what have we got here? (he smells
Simba)

{He tries to lift Simba's paw. He can't. He gets under
it and with a great push gets it above his head. He sees
Simba's face.}

Timon: Jeez, its a lion!!! (Jumping up on Pumbaa) Run
Pumbaa! Move it!

Pumbaa: Hey, Timon. It's just a little lion. Look at
him. He's so cute and all alone. Can we keep him?

Timon: (Timon shouts into Pumbaa's ear creating a mild
reverberation effect.) Pumbaa, are you nuts?
(Speaking normal) We're talking about a lion. Lions
eat guys like us.

Pumbaa: But he's so little.

Timon: He's gonna get bigger.

Pumbaa: Maybe he'll be on our side.

Timon: Hah!... that's the stupidest thing I ever heard.
Maybe he'll be ... hey, I got it! What if he's on our
side? You know, having a lion around might not be
such a bad idea.

Pumbaa: So we're keeping 'im?

Timon: Of course. Who's the brains in this outfit?

{Pumbaa scoops Simba up on his tusks}

Pumbaa: Uhhh...

Timon: My point exactly. Jeez, I'm fried. Let's get out
of here and find some shade.

[Hakuna Matata Scene]

{Camera switch to Pumbaa, Timon, and Simba near a pool of
water in an oasis. Simba has been laid near the water.
Timon splashes some water in Simba's face. Simba stirs.}

Timon: You okay, kid?

Simba: I guess so.

Pumbaa: You nearly died.

Timon: I saved you.

Pumbaa: (snorts at Timon)

Timon: Well, Pumbaa helped.

{Pumbaa stands a little taller}

Timon: A little.

Simba: (sadly) Thanks for your help.

{Simba heads off quietly back out towards the desert.}

Timon: Hey, where you going?

Simba: No where.

Timon: (watching Simba, talking to Pumbaa) Gee. He looks
blue.

Pumbaa: I'd say brownish-gold.

Timon: No, no, no. I mean he's depressed.

Pumbaa: Oh.

{Pumbaa trots up to Simba}

Pumbaa: Kid, what's eatin' you?

Timon: Nothing he's at the top of the food chain. Ahhhhh-
ha ha ha ha. The food cha-haain. Heh heh.
(Realizing his joke flopped) Ah- ahem. So... where
you from?

Simba: Who cares? I can't go back.

Timon: Ahh. You're an outcast. That's great; so are we.

Pumbaa: Whatcha do, kid?

Simba: Something terrible. But I don't want to talk about
it.

Timon: Good. We don't want to hear about it.

Pumbaa: (to Timon) Come on, Timon. (to Simba) Anything we
can do?

Simba: Not unless you can change the past.

Pumbaa: You know kid, in times like this my buddy Timon
here says "You gotta put your behind in your past."

Timon: No, no, no.

Pumbaa: I mean...

Timon: Amateur. Lie down before you hurt yourself. It's
"You got to put your past behind you." Look kid. Bad
things happen, and you can't do anything about it,
right?

Simba: Right.

Timon: Wrong! When the world turns its back on you, you
turn your back on the world!

Simba: Well that's not what I was taught.

Timon: Then maybe you need a new lesson. Repeat after me.
(clears throat) Hakuna Matata.

Simba: What?

Pumbaa: Ha-ku-na Ma-ta-ta. It means "no worries".

(Full Song, no fade in except in Marimba chords)

Timon:
Hakuna Matata!
What a wonderful phrase!

Pumbaa:
Hakuna Matata!
Ain't no passing craze!

Timon:
It means no worries
For the rest of your days!

Timon and Pumbaa:
It's out problem-free
Philosophy

Timon:
Hakuna Matata!

(Spoken section over background)

Simba: Hakuna Matata?

Pumbaa: Yeah; it's our motto.

Simba: What's a motto?

Timon: Nothing! What's a motto with you? Hahahah...

Pumbaa: You know what kid? These two words will solve all
your problems.

Timon: That's right! Take Pumbaa for example.

(back into song)

Timon:
Why, when he was a young warthog.

Pumbaa: (Italian counter-tenor range)
When I was a young wartHOG!

Timon: (Speaking, cleaning ear) Very nice.

Pumbaa: Thanks.

Timon: (Singing)
He found his aroma lacked a certain appeal
He could clear the Savannah after ev'ry meal!

Pumbaa:
I'm a sensitive soul
Though I seem thick-skinned

And it hurt that my friends never stood
Downwind!

And oh! the shame
(He was ashamed)
Thoughta changin' my name!
(Oh, what's in a name)
And I got downhearted
(How did you feel?)
Ev'rytime that I--

Timon: (Interrupting) Pumbaa! Not in front of the kids.

Pumbaa: (Speaking) Oh. Sorry.

{String pizzicato. Simba gives a quick 3/4+ angled wry
smile into the camera. Yep, these two are an odd duo.}

Pumbaa and Timon:
Hakuna Matata!
What a wonderful phrase
Hakuna Matata!
Ain't no passing craze

Simba:
It means no worries
For the rest of your days!

Timon: (Speaking while doing an old dance knee-slide
towards Simba) Yeah, sing it kid.

{Back to singing.}

Simba and Timon:
It's our problem-free ..........
Pumbaa: \
..................... Philosophy

All three:
Hakuna Matata!

{Timon pulls back a fern leaf, revealing a beautiful view
of a rift-jungle. Waterfalls and rugged terrain make a
splendid backdrop.}

Timon: Welcome! to our humble home.

Simba: You live here?

Timon: We live wherever we want.

Pumbaa: Yup. Home is where your rump rests.

Simba: It's beautiful.

Pumbaa: (loud raunchy belch) I'm starved.

Simba: I'm so hungry, I could eat a whole zebra.

{Timon is slightly disturbed by Simba's want for meat. A
little bit nervous and a little bit
I-knew-this-would-happen.}

Timon: Aha. We're fresh out of zebra.

Simba: Any antelope?

Timon: Nah-ah.

Simba: Hippo?

Timon: Nope. Listen, kid. If you live with us, you have
to eat like us. Hey, this looks like a good spot to
rustle up some grub.

{Timon has stopped in front of a log. Pumbaa forces it up
with his snout, revealing many insects. Timon picks one
up.}

Simba: Eeew. What's that?

Timon: A grub. What's it look like?

Simba: Eeew. Gross.

Timon: (eating, mouth is full) Mmmm. Tastes like chicken.

{Pumbaa slurps up a worm-like critter. Both Timon and
Pumbaa are feasting on bugs now.}

Pumbaa: (*SLURP*) Slimy, yet satisfying.

Timon: (grabbing a bug) These are rare delicacies. Mmmm.
Mmmm... (crunches) Pecan, with a very pleasant
crunch.

Pumbaa: You'll learn to love 'em.

Timon: I'm telling you, kid-- this is the great life. No
rules, no responsibilities. (picks a bug) Oooh! The
little cream-filled kind. And best of all, no
worries.

{Timon has been collecting bugs on a leaf. He offers it
to Simba. Simba picks up a worm.}

Timon: Well kid?

Simba: Oh well, Hakuna Matata. (He sucks it down)

{Sick music}

Simba: (Surprised at liking it) Slimy, yet satisfying.

Timon: That's it.

{The bugs fly off the leaf in a colorful flutter.}

{The scene switches to all three crossing a log, walking
to the music. With a steady build in the music, a change
occurs. We see the image of young Simba become a teen-age
Simba. And then again, Simba becomes a full grown adult.
While the chanting is happening, the camera is panning at
the low level (6" off ground) where all the interaction
between Pumbaa, Timon, and Simba as a cub had been
occurring. First we see Timon, and then Pumbaa. The
camera continues panning at a low angle to where the cub
Simba would fit. Instead we see the adult Simba's paw
come down. An immediate back up for a full view of a big
Simba.}

Pumbaa and Timon: (chanting to music) Hakuna. Matata.
Hakuna. Matata. Hakuna. Matata. Hakuna.

{Adult Simba voice now.}

Simba:
It means no worries
For the rest of your days.

All three:
It's our problem-free
Philosophy!

Simba:
Hakuna Matata

{All three dive into a pond off of the log. First, Timon
jumps in doing a cannon ball, and makes a small splash.
Then Pumbaa, doing a swan dive, makes a small splash also.
Finally Simba swings out on a vine (gripped in his teeth).
Before he can dive, the vine breaks under his weight. The
resulting splash is big enough to wash Pumbaa and Timon
ashore.}

Hakuna Matata

{Simba joining Timon and Pumbaa on shore. The song breaks
into gentle jazz voice improvisations on the word Hakuna
Matata. We see a rear view of Timon, Pumbaa, and Simba
walking off into the forest to the beat of Hakuna Matata.}

[Nobody knows scene]

{The camera switches to a far view of pride rock. Almost
all of the coloring is in gray. Most of the plants and
trees appear to be dead. We can hear Zazu's first line
and then the scene switches to a view of Zazu and Scar in
the cave. Zazu is in a cage made of some animal's
ribcage. He's singing. Scar is lying out on a rock,
picking his teeth with a bone.}

Zazu:
Nobody knows
The trouble I've seen
Nobody knows
My sorrow...

Scar: Oh, Zazu-- do lighten up! (he tosses the bone at
Zazu and it clatters against the cage) Sing something
with a little bounce in it.

Zazu: (Thinking)
It's a small world after all--

Scar: (interrupting, almost shouting) No! No. Anything
but that!

Zazu: (Thinking)
I've got a lovely bunch of Coconuts
(diddely-dee-dee)
There they are a standing in the row.

{Scar is enjoying this and starts to join in}

Zazu and Scar: Great ones. Small ones. Some as big as
your head.

Zazu: (While Scar continues) Oooh, I would never have had
to do this for Mufasa.

Scar: (quick and angry) What? What did you say?

Zazu: Oh, nothing!

Scar: You know the law: Never, ever mention that name in
my presence. I am the king.

Zazu: Yes, sire. You are the king. I... I... Well, I
only mentioned it to illustrate the differences of
your... royal managerial approaches. (nervous laugh)

Banzai: (offstage) Hey Boss!

Scar: Oh, what is it this time.

Banzai: We got a bone to pick with you.

Shenzi: (to Banzai) I'll handle this. (to Scar) Scar,
there's no food, no water.

Banzai: Yeah, it's dinner time, and we ain't got no
stinking entree.

Scar: It's the lioness' job to do the hunting... eeeergh

Banzai: Yeah, but they won't go hunt.

Scar: Ohhh, eat Zazu.

Zazu: Oh, you wouldn't want me. I'd be so tough and gamy
and-- eewwgh

Scar: Oh, Zazu, don't be ridiculous. All you need is a
little garnish.

Banzai: (to Shenzi) I thought things were bad under
Mufasa.

Scar: (quick and angry again) What did you say?

{Shenzi is smiling at Scar and thwaps Banzai to remind
him.}

Banzai: I said Muf... I said, uh.. "Que pasa?"

Scar: Good. Now get out.

{the hyenas start out but then pause}

Banzai: Yeah, but we're still hungry.

Scar: Out!

{they run off, Ed lets lose a crazy laugh}

[Second Star Scene]

{The camera switches to a view of the jungle. We hear a
loud raunchy burp. The camera switches to Timon, Pumbaa,
and Simba lying on their backs looking at the stars.}

Timon: Ooh. Nice one, Simba.

Simba: Thanks. Man, I'm stuffed.

Pumbaa: Me too. I ate like a pig.

Simba: Pumbaa-- you are a pig.

Pumbaa: Oh. Right.

{All three deep sigh in unison. Gentle music fades in.}

Pumbaa: Timon?

Timon: Yeah?

Pumbaa: Ever wonder what those sparkly dots are up there?

Timon: Pumbaa, I don't wonder. I know.

Pumbaa: Oh. What are they?

Timon: They're fireflies. Fireflies that, uh... got stuck
up on that big bluish-black thing.

Pumbaa: Oh. Gee.... I always thought that they were
balls of gas, burning billions of miles away.

Timon: Pumbaa-- with you, everything's gas.

Pumbaa: Simba, what do you think?

Simba: Well... I don't know.

Pumbaa: Aw come on. Give, Give, Give.... Pleease. Well
come on Simba, we told you ours.
Timon: Come on...giiiive, giVE.

Simba: Well... somebody once told me that the great kings
of the past are up there, watching over us.

Pumbaa: (awed) Really?

Timon: You mean a bunch of royal dead guys are watching
us?

{Timon breaks out laughing. Pumbaa joins in. Simba does
half-heartedly.}

Timon: Who told you something like that? (laughs) What
mook made that up? (laughs more)

Simba: Yeah. Pretty dumb, huh?

Timon: Ah, you're killing me.

{The music rises again. Simba looks back up at the stars.
He quietly gets up and leaves.}

Timon: Was it something I said?

[Discovery Scene]

{The music continues. Simba walks out on a ledge. He
looks up at the stars. He then collapses to lie on the
edge of the ledge. Milkweed floss is stirred into the air
by his flop. The camera follows its path. It crosses the
desert. Next we see Rafiki's hand snatch some it out of
the air. He sniffs it, grunts, and bounds down into his
tree. He pours the milkweed into a bowl. He sifts it
aorund, humming. He then eats from the same kind of fruit
he anointed Simba with. Examining the milkweed floss
again, realization dawns on his face.}

Rafiki: Oh. Simba? He's alive? Hehe.. He's Alive!!
(he laughs)

{Rafiki grabs his staff. Picks up some paint and puts a
mane around the smeared lion on the wall.}

Rafiki: It is time!

["In the Jungle" Scene]

{The camera switches to a jungle scene. We hear Pumbaa
singing the familiar bass to "The Lion Sleeps." Timon
joins in as they walk towards the camera. A Capella.}

Pumbaa: (singing)
A weemboway
A weemboway
{Etc.....}

Timon: (Singing)
In the Jungle
The mighty Jungle
The Lion sleeps tonight.

{Pumbaa turns to follow a bug, he fades out.}

In the Jungle
The mighty Jungle
The Lion sleeps to--
(Speaking) I can't hear you buddy, back me up!

{Pumbaa has faded out. He followed the bug stage left.
The following line is in full and good falsetto.}

A-WEEE-ee-EE-ee A-Pum-ba-bum-ba-way

{Realizing Pumbaa is not there.}

A-- Pumba?
Pumba?

{Camera switch to Pumbaa following the bug. He is still
humming the bass. He stalks the bug to a log. When he
tries to jump over the log he gets stuck for a bit and
looks back.}

Pumbaa: (spooked) Timon? (looks around then shrugs)

{He clambers over the log. As he views the bug at close
up, we see, from his view, out in the grass a pair of
green eyes. The camera closes up on a lioness getting
ready to jump.}

Pumbaa: YEEEEAAAHHH!!!!!

{He runs, with the lioness in hot pursuit. The lioness,
with teeth and claws bared, chases Pumbaa around at high
speeds. Camera switch to Timon.}

Timon: (Hearing the noise of the chase) Pumbaa?

{Pumbaa runs near Timon and gets stuck under the root of a
tree by trying to squeeze through.}

Timon: Pumbaa! Pumbaa! Hey, what's going on?

Pumbaa: (Terrified) SHE'S GONNA EAT ME!!!!!

Timon: Huh??

{Timon gets up on the branch and sees the lioness charging
at full force towards them. He gets down and tries to
help push Pumbaa out from under the branch.}

Timon: (sees Nala) Woah!! ... Jeez! Why do I always have
to save your-- AAAAAA!!!!!

{On the AAAAAA!!!!!, Timon saw the lioness was about to
close on Pumbaa and he was in the line of attack. At the
last minute, Simba bounds over Pumbaa and catches the
lioness head on at full force. They start fighting
savagely.}

Timon: (to Pumbaa) Don't worry, buddy; I'm here for you.
Everything's going to be Okay. (to Simba) Get her!
Bite her head! Go for the jugular. The Jugular! (to
Pumbaa) See, I told you he'd come in handy.

{The lions tangle for a bit more. The fight becomes
wrestling. The lioness flips Simba and pins him with a
loud thump. Simba is surprised into recognition by this.
The lioness is still baring her teeth. Simba, however, is
no longer threatening.}

Simba: Nala?

{She immediately backs off and looks at Simba, examining
him.}

Simba: Is it really you?

Nala: (Adult voice now) Who are you?

Simba: It's me. Simba.

Nala: Simba? (pause for realization)

{the greetings are enthused and run over each other.}

Nala: Whoaaah!!! Well how did you... where did you come
from........ it's great to see you...
Simba: Whoaaah!!! how did you.., who... Wow!!... this is
cool... it's great to see you...

{Camera view of Timon, who is completely baffled by this
sudden change}

Timon: Hey, what's going on here?

Simba: (still to Nala) What are you doing here?

Nala: What do you mean "What am I doing here?" What are
you doing here?

Timon: HEY!! WHAT'S GOIN' ON HERE!?!?!

Simba: Timon, this is Nala; she's my best friend.

Timon: Friend?!?

Simba: Yeah. Hey Pumbaa-- come over here.

{Pumbaa gets himself unstuck.}

Simba: Nala, this is Pumbaa. Pumbaa, Nala.

Pumbaa: Pleased to make your acquaintance.

Nala: The pleasure is all mine.

Timon: How do you do... Whoa! Whoa. Time out... let me
get this straight. You know her. She knows you. But
she wants to eat him. And everybody's OKAY with this?
DID I MISS SOMETHING?!?

Simba: Relax, Timon!

Nala: Wait till everybody finds out you've been here all
this time. And your mother-- what will she think?

Simba: (Startles) She doesn't have to know. Nobody has to
know.

Nala: Well of course they do. Everyone thinks you're
dead.

Simba: They do?

Nala: Yeah. Scar told us about the stampede.

Simba: He did? What else did he tell you?

Nala: What else matters? You're alive. And that means...
you're the king!

Timon: King? Pbbb. Lady, have you got your lions
crossed.

Pumbaa: King? Your Majesty. I gravel at your feet.
(Kisses Simba's paw.)

Simba: (Pulling his paw away) Stop it.

Timon: (to Pumbaa) It's not gravel; it's grovel-- and
don't. He's not the king. (to Simba) Are ya?

Simba: No.

Nala: Simba!

Simba: No, I'm not the king. Maybe I was going to be. But
that was a long time ago.

Timon: Let me get this straight. You're the king... and
you never told us?

Simba: Look, I'm still the same guy.

Timon: But with power!

Nala: Could you guys excuse us for a few minutes?

Timon: Hey, (taps Pumbaa) whatever she has to say, she can
say in front of us. Right Simba?

Simba: Mmmm... Maybe you'd better go.

Timon: (Timon's jaw hangs loose for a moment) It starts.
You think you know a guy.

{Pumbaa and Timon pad off. Pumbaa sighs.}

Simba: Timon and Pumbaa. You learn to love them.

{Nala has her head bowed down sadly.}

Simba: What?

Nala: (quietly) It's like you're back from the dead. You
don't know how much this will mean to everyone. (hurt
expression) What it means to me.

Simba: Hey; it's okay.

Nala: (Rubbing under Simba's chin and purring) I've really
missed you.

Simba: I've missed you too.

["Can you feel the love tonight" Scene]

{They are rubbing heads. We barely hear purring. We hear
Timon sigh and camera switch to show them watching from
the bushes.}

Timon: I tell you, Pumbaa-- this stinks.

Pumbaa: Oh. Sorry.

Timon: Not you. Them! Him. Her. Alone.

Pumbaa: What's wrong with that?

(Singing)

{Parenthetical part is spoken by Pumbaa.}

Timon:
I can see what's happening
(What?)
And they don't have a clue
(Who?)
They'll fall in love and here's the bottom line
Our trio's down to two.
(Oh.)

{in a sarcastic-french accent}

Ze sweet caress of twilight

{back normal}

There's "magic" everywhere
And with all this romantic atmosphere
Disaster's in the air!

{The scene passes from Timon and Pumbaa to Simba and Nala
in front of a waterfall.}

Nala:
Can you feel the love tonight?
The peace the evening brings
The world, for once, in perfect harmony
With all its living things

{After some various play, they stop to drink at the
water.}

Simba:
So many things to tell her
But how to make her see
The truth about my past? Impossible!
She'd turn away from me

Nala:
He's holding back, he's hiding
But what, I can't decide
Why won't he be the king I know he is?
The king I see inside?

{During the Chorus the following occurs: Simba looks at
Nala, smiles, and runs off stage. He runs back on stage,
grabs a vine in his mouth and splashes into the middle of
the pond. Nala looks out over the still water. Suddenly
Simba lunges up under her and pulls her into the pond
playfully. She immediately comes out dripping and
horrified. When Simba comes out, she pushes him back in
misceheviously. The scene switches to them tussling.
They end up play fighting. Simba ends up pinning Nala for
a first. She cat-kisses him. Close up of Nala and then
Simba.}

Chorus:
Can you feel the love tonight?
The peace the evening brings
The world, for once, in perfect harmony
With all its living things

Can you feel the love tonight?
You needn't look too far
Stealing through the night's uncertainties
Love is where they are

{Camera switches back to a tearful Timon and Pumbaa.}

Timon:
And if he falls in love tonight (Pumbaa sniffs)
It can be assumed

Pumbaa:
His carefree days with us are hist'ry

Timon and Pumbaa:
In short, our pal
Is doomed!

{They let loose crying full force.}

[Hammock Scene]

Simba: Isn't this a great place?

Nala: It is beautiful. But I don't understand something.
You've been alive all this time. Why didn't you come
back to pride rock?

Simba: Well, I just needed to get out on my own; live my
own life. And I did. And it's great.

Nala: We've really needed you at home.

Simba: (quieter) No one needs me.

Nala: Yes, we do! You're the king.

Simba: Nala, we've been through this. I'm not the king.
Scar is.

Nala: Simba, he let the hyenas take over the pride lands.

Simba: What?

Nala: Everything's destroyed. There's no food, no water.
Simba, if you don't do something soon, everyone will
starve.

Simba: I can't go back.

Nala: (louder) Why?

Simba: You wouldn't understand.

Nala: What wouldn't I understand?!?

Simba: (hastily) No-no-no. It doesn't matter. Hakuna
Matata.

Nala: (puzzled by "Hakuna Matata") What?

Simba: Hakuna Matata. It's something I learned out here.
Look, sometimes bad things happen--

Nala: (Exasperated) Simba!

Simba: --and there's nothing you can do about it. So Why
Worry?

Nala: Because it's your responsibility!

Simba: Well what about you? You left.

Nala: I left to find help! And I found you. Don't you
understand? You are our only hope.

Simba: Sorry.

Nala: What's happened to you? You're not the Simba I
remember.

Simba: You're right. I'm not. Now are you satisfied?

Nala: No. Just disappointed.

Simba: You know, you're starting to sound like my father.

Nala: Good. At least one of us does.

{Simba is obviously cut by the comment about his father.
He tears into Nala with his words.}

Simba: (angry) Listen, you think you can just show up and
tell me how to live my life? You don't even know what
I've been through!

Nala: I would if you would just tell me!

Simba: Forget it!

Nala: Fine!

{Simba paces off. Camera switch to Simba pacing in a
field.}

Simba: She's wrong. I can't go back. What would it prove
anyway? .. Won't change anyting. You can't change the
past.

{He looks up at the stars.}

You said you'd always be there for me! But you're
not. And it's because of me. It's my fault. It's..
my.. fault.

{He has his head bowed in sorrow. The camera backs to a
far view and then zooms over to Rafiki in a nearby tree.
We hear his chant. Just for fun, I've included it's
translation.}

Rafiki's Chant: Translation:

Asante sana! {Thank you very much!}
Squash Banana! {Squash banana!}
We we nugu! {You're a BABOON,}
Mi mi apana! {And I'm not!}

{Simba seems slightly annoyed by the chant. He moves
away. Rafiki, overjoyed by the sight of Simba, follows
him. Simba lays out near a pond. Rafiki comes by and
starts bothering him again.}

Simba: Come on, will you cut it out?

Rafiki: Can't cut it out. It'll grow right back! (laughs)

{Simba starts walking away. Rafiki follows.}

Simba: Creepy little monkey. Will you stop following me?
(louder) Who are you?

Rafiki: (Right in Simba's face) The question is: Who...
are you?

Simba: (sigh) I thought I knew. Now I'm not so sure.

Rafiki: Well I know who you are. Shh. Come here. It's a
secret.

{He pulls Simba's head over to whisper into his ear. He's
starts his chant into Simba's ear and laughs.}

Asante sana!
Squash banana!
We we nugu!
Mi mi apana!

Simba: Errrggh! Enough already. What's that supposed to
mean, anyway?

Rafiki: It means you're a baboon, and I'm not. (laughs)

Simba: I think you're a little confused.

Rafiki: (Right in front of Simba again.) Wrong. I'm not
the one who's confused. You don't even know Who you
are.

Simba: Oh, and I suppose you know?

Rafiki: Sure do! You're Mufasa's boy!

{Simba is surprised by this revelation. Rafiki disappears
off stage right.}

Bye.

Simba: Hey! Wait!

{Simba chases after him. When he catches up, Rafiki is in
a lotus position on a rock.}

You knew my father?

Rafiki: Correction: I know your father.

Simba: I hate to tell you this, but... he died. A long
time ago.

{Rafiki leaps off the rock over to the edge of a bramble.}

Rafiki: Nope. Wrong again! Haha hah hah! He's alive!
and I'll show him to you. You follow old Rafiki; he
knows the way. Come on.

{Rafiki leads simba through the undergrowth. Simba has
trouble keeping up due to his size. The music slips into
African chant.}

Rafiki: Don't dawdle! Hurry up!

Simba: Whoa whoa. Wait! wait.

Rafiki: C'mon. Come on!

Simba: Will you slow down?

{We see Rafiki's flitting through the canopy ahead. We hear
his chant and laughter echoing. Suddenly, Rafiki appears with
his hand held up right into Simba's face.}

Rafiki: STOP!

{Rafiki motions Simba from some reeds.}

Shhh.

{He parts the reeds and points past them with his staff.}

Look down there.

{Simba carefully and quietly works his way out. He looks
over the edge of the ledge he's on, fearfully, and sees
his reflection in a pool of water.}

Simba: That's not my father. That's just my reflection.

Rafiki: No. Look harder.

{Rafiki motions over the pool. Ripples form. In the
ripples, the image of Mufasa's face forms over that of his
son's.}

You see? He lives in you.

{Simba is awestruck. The wind picks up. In the air the
huge image of Mufasa is forming from the clouds. He
appears to be walking from the stars. The image is
ghostly at first, but steadily gains colors.}

Mufasa: (quietly at first) Simba...

Simba: Father?

Mufasa: Simba. You have forgotten me.

Simba: No. How could I?

Mufasa: You have forgotten who you are and so forgotten
me. Look inside yourself, Simba. You are more than
what you have become. You must take your place in the
circle of life.

Simba: How can I go back? I'm not who I used to be.

{The music rises to the full image of Mufasa.}

Mufasa: Remember who you are. You are my son, and the one
true king.

{The image starts to fade}

Remember who you are.

{Mufasa is receding into clouds fast. Simba runs into
the fields trying to keep up with the image.}

Simba: No! Please! Don't leave me!
Mufasa: Remember...
Simba: Father!
Mufasa: Remember...
Simba: (quietly) Don't leave me.
Mufasa: Remember . . .

{Simba is left out in the fields. Just a cloud is left
where his father's image once was. Rafiki approaches.}

Rafiki: What was that? The weather. Pbbb. Very
peculiar... Don't you think?

Simba: Yeah. Looks like the winds are changing.

Rafiki: Ahhh. Change is good.

Simba: Yeah, but it's not easy. I know what I have to do.
But going back means I'll have to face my past. I've
been running from it for so long.

{Rafiki smacks Simba on the head with his staff.}

Oww! Jeez! What was that for?

Rafiki: It doesn't matter; it's in the past.

Simba: (rubbing head) Yeah, but it still hurts.

Rafiki: Oh yes. The past can hurt. But the way I see it,
you can either run from it, or learn from it.

{He swings at Simba with his staff again. This time,
Simba ducks.}

Hah, you see! So what are you going to do?

Simba: First, I'm going to take your stick.

{Simba tosses Rafiki's staff to the side with a flick of
his head.}

Rafiki: No no no no. It's not a stick!

{As Rafiki picks up his staff, Simba starts running off.}

Hey! Where are you going?

Simba: (shouting back) I'm going back!

Rafiki: Good! Go on! Get out of here! (laugh, hoots, and
hollers)

[Timon and Nala Scene]

{Camera switch to Timon and Pumbaa sleeping. Timon is
curled up on Pumbaa; Pumbaa's lying on his back. Both are
snoring. In his snore, Pumbaa occasionally mumbles
"Grubses, grubses" Nala approaches and taps Timon with
her paw.}

Nala: Hey. Hey, wake up.

{Timon wakes up and see a huge lion face in his view. He
starts screaming and Pumbaa joins in.}

Nala: It's okay. Whoa, whoa. It's okay. It's me.

Timon: Don't ever do that again. Carnivores. Oy!

Nala: Have you guys seen Simba?

Timon: I thought he was with you.

Nala: He was, but now I can't find him. Where is he?

Rafiki: Ho ho ho ho. You won't find him here. Haha.
The king,... has returned.

Nala: (to herself) I can't believe it. (to all,
delighted) He's gone back.

Timon: Gone back? What do you mean? (looks where Rafiki
was, Rafiki is now gone) Hey! What's going on here?
Who's the monkey?

Nala: Simba's gone to challenge Scar.

Timon: Who?

Nala: Scar.

Pumbaa: Who's got a scar?

Nala: No, no, no. It's his uncle.

Timon: The monkey's his uncle?

Nala: No! Simba's gone back to challenge his uncle to
take his place as king.

Timon and Pumbaa: Ohhh.

[Running Scene]

{With accompanying music, we see a far shot of Simba
charging full speed across the desert. A layover is faded
in of Simba's feet pounding the sand.}

[Ledge Scene]

{Simba slowly approaches the valley of his home from the
north-west. He reaches the lip and looks out over his
former home. Mostly lacking in life, it is painted in
grays. Seeing the desolation, a look of determination
appears on Simba's face. The music is the sad requium like
theme first heard at his father's death.}

Nala: Simba! Wait up! (Walks up beside Simba) It's awful,
isn't it?

Simba: I didn't want to believe you.

Nala: What made you come back?

Simba: I finally got some sense knocked into me. And I've
got the bump to prove it. Besides, this is my
kingdom. Is I don't fight for it, who will?

Nala: I will.

Simba: It's gonna be dangerous.

Nala: (Quoting a young Simba) Danger? I laugh in the face
of danger. Hahahaha.

Timon: I see nothing funny about this.

Simba: Timon? Pumbaa? What are you doing here?

Pumbaa: At your service, my liege.

Timon: Uhh. We're going to fight your uncle... for this?

Simba: Yes, Timon. This is my home.

Timon: Uhh. Talk about your fixer-upper.... Well Simba;
if it's important to you, we're with you to the end.

{Nice scene with the four of them on the ledge viewing the
work ahead of them.}

[Hula scene]

{Camera switches to Simba, Nala, Timon, and Pumbaa
sneaking up to the edge of Pride Rock. From behind a log,
they observe close up the hordes of hyenas.}

Timon: Hyenas. I hate hyenas. (to Simba) So what's your
plan for getting past those guys?

Simba: Live bait.

Timon: Good idea. (realizing) Hey!

Simba: Come on, Timon. You guys have to crate a
diversion.

Timon: What do you want me to do? Dress in drag and do
the hula?

{Camera switch to Timon in a hula outfit. The music sung
is The Hawaiian War Chant; much like the Spike Jones
arrangement. Pumbaa is set up as a roast pig, right down
to an apple in his mouth.}

Luau!

If you're hungry for a hunk of fat and juicy meat
Eat my buddy Pumbaa here because he is a treat

Come on down and dine
On this tasty swine
All you hafta do is get in line

{Parenthetical parts are Pumbaa singing.}

Are you achin'
(yub, yub, yub)
For some bacon?
(yub, yub, yub)
He's a big pig
(yup, yub, yub)
You could be a big pig too.

Oy!

{The run off, pursued by hyenas. Simba and Nala make it
by.}

Simba: Nala, you find my mother and rally the lionesses.
I'll look for Scar.

[Confrontation Scene]

{Simba is making his way up pride rock. Scar calling his
mother causes him to pause and watch.}

Scar: SA-RA-BI!

{Sarabi ascends Pride rock. The hyenas snap at her heels.
She stares straight ahead, head held high, making only a
single glance at them-- and that down her nose.}

Sarabi: (Tired) Yes, Scar?

Scar: Where is your hunting party? They're not doing
their job.

Sarabi: Scar, there is no food. The herds have moved on.

Scar: No. You're just not looking hard enough.

Sarabi: It's over. There is nothing left. We have only
one choice: We must leave pride rock.

Scar: We're not going anywhere.

Sarabi: Then you have sentenced us to death!

Scar: Then so be it.

Sarabi: (disgusted and amazed) You can't do that!

Scar: I'm the king. I can do whatever I want!

Sarabi: If you were half the king Mufasa was--

{Scar hits Sarabi, knocking her to the ground.}

Scar: I'm ten times the king mufasa was!

{Simba appears on a ledge above, growling. He leaps down
and runs to his mother. Scar mistakes Simba as Mufasa
and is understandably shaken.}

Mufasa? No-- you're dead.

{Sarabi awakens at her son's nudge, but mistakes him for
Mufasa like Scar did.}

Sarabi: Mufasa?

Simba: No, its me.

Sarabi: Simba? You're alive? How can that be?

Simba: It doesn't matter. I'm home.

Scar: Simba? (Realizing) Simba! I'm a little surprised
to see you. Alive.

{On the word Alive, Scar glares at Shenzi, Banzai, and Ed,
who slink into the shadows.}

Simba: Give me one good reason why I shouldn't rip you
apart.

Scar: Simba, you must understand.... The pressures of
ruling a kingdom--

Simba: --are no longer yours. Step down, Scar.

Scar: Oh-h yes. Well. I would, naturally, however, there
is one little problem? You see them? (gesturing to
the horde of hyenas above them) They think I'm king.

{Nala appears with the rest of the lionesses.}

Nala: Well we don't. Simba is the rightful king.

Simba: The choice is your's, Scar. Either step down, or
fight.

Scar: Oh, must it all end in violence? I'd hate to be
responsible for the death of a family member.
Wouldn't you agree Simba?

Simba: That's not going to work, Scar. I've put it behind
me.

Scar: Ah, but what about your faithful subjects? Have they
put it behind them?

Nala: Simba, what is he talking about?

Scar: Ahh, so you haven't told them your little secret.
Well, Simba, now's your chance to tell them. Tell
them who is responsible for Mufasa's death!

{Scars last line causes the lionesses to start. All are
concentrating on Simba.}

Simba: (taking a step forward, determined) I am.

Sarabi: (mortified) It's not true. Tell me it's not true.

{Simba backs away from her mother as she presses the
question, but then straightens up and answers.)

Simba: (reluctantly) It's true.

Scar: You see! He admits it! Murderer!

Simba: No! It was an accident.

Scar: If it weren't for you, Mufasa would still be alive.
It's your fault he's dead, do you deny it?

Simba: (determined) No.

Scar: (severly) Then you're guilty!

Simba: No! I'm not a murderer!

Scar: Oh, Simba; you're in trouble again. But this time,
daddy isn't here to save you. And now everyone knows
why!

{Scar has been backing Simba up the length of Pride Rock.
After his last sentence, Simba slips over the edge and is
clinging to the ledge by his forepaws. Lightning strikes
below, igniting a fire.}

Nala: Simba!

{Scar sits back and pretends to think.}

Scar: Now this looks familiar. Hmm-hm. Where have I seen
this before? Let me think. Oh yes, I remember. This
is just the way your father looked before he died.

{Scar grabs Simba with his claws as he did Mufasa. He
whispers into Simba's ear.}

Here's my little secret: I killed Mufasa.

{Simba has a quick memory flash back to that fateful
instant. His voice blends with his younger voice in the
scream of when his father died. In one giant leap he
lunges up and pins Scar on his back. Scar is obviously
nervous and shaken.}

Simba: Noooooo... MURDERER!

Scar: No, Simba. Please.

Simba: Tell them the truth.

Scar: Truth? But, truth is in the eye of the behold--

{Simba starts to choke Scar.}

All right, (choke) all right. (quietly, venemously)
I did it.

Simba: So they can hear you.

Scar: I killed Mufasa!

{Nala starts towards Scar, the hyenas attack Simba in a
wall of teeth. The lionesses attack the hyenas. Pumbaa
and Timon join in. Pumbaa charges with Timon riding him;
Hyenas are flying everywhere.}

Pumbaa: Yeaaaaah!!
Timon: Excuse me. Pardon me. Coming through. Hot stuff.

{Camera switch to Rafiki. He joins in. In a bit of comic
relief, Rafiki is using martial arts to fight.}

Rafiki: (various Japanese hits and screams) Heee- yah!
yyyah! Hyah! ...Hazoww!!

{Camera switch to Timon running from Banzai. He runs into
the cave. Zazu spots him. Timon runs into his cage for
safety from the hyenas.}

Zazu: Let me out! Let me out!

Timon: Let me in! Let me in! (gets in the cage)
(to Banzai) Please don't eat me.

{Pumbaa appears at the cave's entrance.}

Pumbaa: Problem?

Banzai: Hey, who's the pig?

Pumbaa: Are you talking to me?

Timon: Uh oh. They called him a pig.

Pumbaa: Are you talking to me?!

Timon: They shouldn't have done that.

Pumbaa: ARE YOU TALKING TO ME?!?

Timon: Now they're in for it.

Pumbaa: They call me MISTER PIG!! AAAAAHHHHHHH!!!!!

{Pumbaa charges and drives the hyenas off.}

Pumbaa: Take that! And that! (etc...) You yellow belley...

{They start the Arsenio Hall "Oo, oo." chant. The scene
switches to Simba chasing Scar up to the high point of
Pride rock. Scar runs up to the edge and sees the sheer
drop. Simba leaps up to confront him on the cliff-like
edge. Scar is quite concerned and aprehensive.}

Simba: Murderer!

Scar: Simba, Simba, please. Please have mercy. I beg
you.

Simba: You don't deserve to live.

Scar: But, Simba, I, ah, am... family. It's the hyenas
who are the real enemy. It was their fault. It was
their idea!

{Shenzi, Banzai, and Ed are in the background. They
overhead and back away growling at Scar's betrayal.}

Simba: Why should I believe you? Everything you ever told
me was a lie.

Scar: What are you going to do? You wouldn't kill your
old uncle?

Simba: No, Scar. I'm not like you.

Scar: Oh, Simba, thank you. You are truly noble.
(Aside) I'll make it up to you, I promise. How can I
prove myself to you? Tell me. Anything. Anything.

Simba: Run. Run away, Scar, and never return.

Scar: Yes... of course... as you wish... your majesty!

{On "your majesty!" Scar kicks up some hot coals into
Simba's eyes. He then leaps and attacks. There is a
fight in slow motion. Both Scar and Simba land heavy
blows. Simba gets knocked on his back. Scar leaps at
him. Simba kicks him over the edge. Scar tumbles to the
bottom. He weakly gets up. He sees Banzai, Shenzi, and
Ed approaching and smiles.}

Scar: Ahh, my friends.

Shenzi: Frie-hends? I thought he said we were the enemy?

Banzai: Yeah, that's what I heard.

Banzai and Shenzi: Ed?

Ed: (laughs evilly)

Scar: (very nervous with frequent stuttering) No. Let me
explain. No. You don't understand. No. I didn't
mean for.... No, No!

{The camera moves away and we can only see the shadows as
the horde of Hyenas close on Scar and pull him down out of
sight. Rain opens up and douses the fire. Simba come
down and greets his mother and Nala. Rafiki motions for
Simba to ascend Pride Rock as king. Simba starts up and
pauses to hug Rafiki as his father did.}

Rafiki: It is time.

{Very majestically, he ascends. Music is strong. Through
a hole in the clouds we can see a patch of stars.}

Mufasa: Remember....

{Simba roars. The lionesses roar in reply. Time switch
to the savannah in full bloom again. Simba, Timon,
Pumbaa, and Nala are on Pride rock. Zazu flies up to the
point. Timon, of course, shaking his arms in the classic
victory sign. The entire groups of herds are there and
making noise like in the presentation of Simba.}

Full Chorus:
Till we find our place
On the path unwinding
In the circle
The circle of life

Circle of Life.

{Rafiki appears, holding Tanabi. He lifts him to present
him to the crowd. Base Drum hit and black out to red
lettering as in the beginning. The circle is completed.}

***** 4.00 .3 - The Credits ******************************

WALT DISNEY PICTURES
presents

"THE LION KING"

Directed by
ROGER ALLERS and ROB MINKOFF

Produced by
DON HAHN

Screenplay by
IRENE MECCHI and JONATHAN ROBERTS and LINDA WOOLVERTON

Songs by
TIM RICE and ELTON JOHN

Original Score Composed and Arranged by
HANS ZIMMER

Executive Producers
THOMAS SCHUMACHER and SARAH McARTHUR

"Can You Feel The Love Tonight"
Performed by
ELTON JOHN

Produced by
CHRIS THOMAS

Associate Producer
ALICE DEWEY

Art Direction
ANDY GASKILL

Production Design
CHRIS SANDERS

Artistic Coordinator
RANDY FULLMER

Supervising Editors
TOM FINAN and JOHN CARNOCHAN


Artistic Supervisors
Story ....................... BRENDA CHAPMAN
Layout ...................... DAN ST. PIERRE
Background .................. DOUG BALL
Clean-Up .................... VERA LANPHER
Visual Effects .............. SCOTT SANTORO
Computer Graphics Imagery ... SCOTT F. JOHNSTON

Story
BURNY MATTINSON, BARRY JOHNSON, LORNA COOK, THOM ENRIQUEZ, ANDY
GASKILL, GARY TROUSDALE, JIM CAPOBIANCO, KEVIN HARKEY, JORGEN KLUBIEN,
CHRIS SANDERS, TOM SITO, LARRY LEKER, JOE RANFT, RICK MAKI, ED
GOMBERT, FRANCIS GLEBAS, MARK KAUSLER


Character Animation

YOUNG SIMBA
Voice .................. JONATHAN TAYLOR THOMAS
Supervising Animator ... MARK HENN

Animators
TOM BANCROFT
BROOSE JOHNSON
T. DANIEL HOFSTEDT
DANNY WAWRZASZEK


ADULT SIMBA
Voice .................. MATTHEW BRODERICK
Supervising Animator ... RUBEN AQUINO

Animators
ANDY HAYCOCK
JOE EKERS
MICHAEL CEDENO
DALE BAER
LORNA COOK


MUFASA
Voice .................. JAMES EARL JONES
Supervising Animator ... TONY FUCILE

Animators
PHIL YOUNG
CHRIS WAHL
BRAD KUHA


SCAR
Voice .................. JEREMY IRONS
Supervising Animator ... ANDREAS DEJA

Animators
DOUG FRANKEL
JEAN MOREL
MARK KOETSIER
ALEX WILLIAMS


ADULT NALA
Voice .................. MOIRA KELLY
Supervising Animator ... ANTHONY DEROSA

Animators
BOB BRYAN
GILDA PALINGINIS


YOUNG NALA
Voice .................. NIKETA CALAME
Supervising Animator ... AARON BLAISE


PUMBAA
Voice .................. ERNIE SABELLA
Supervising Animator ... TONY BANCROFT

Animators
RON HUSBAND
TIM ALLEN
DAVE PRUIKSMA


TIMON
Voice .................. NATHAN LANE
Supervising Animator ... MICHAEL SURREY

Animators
BRIAN FERGUSON
JAMES LOPEZ
MIKE SHOW


RAFIKI
Voice .................. ROBERT GUILLAUME
Supervising Animator ... JAMES BAXTER


ZAZU
Voice .................. ROWAN ATKINSON
Supervising Animator ... ELLEN WOODBURY

Animators
RANDY CARTWRIGHT
BARRY TEMPLE
MICHAEL SWOFFORD


SARABI
Voice .................. MADGE SINCLAIR
Supervising Animator ... RUSS EDMONDS


HYENAS
Voices
Shenzi ... WHOOPI GOLDBERG
Banzai ... CHEECH MARIN
Ed ....... JIM CUMMINGS

Supervising Animators
DAVID BURGESS
ALEX KUPERSHMIDT

Animators
REJEAN BOURDAGES
GREG S. MANWARING
KEN BOYER
LOU DELLAROSA
LARRY WHITE


WILDEBEEST STAMPEDE
Computer Animation
GREGORY GRIFFITH
LINDA BEL

Computer Animation Software
KIRAN BHAKTA JOSHI
MARY JANE "M.J." TURNER

Additional Animation
CHRIS BAILEY, KEN DUNCAN, RAUL GARCIA, DAVE STEPHAN

Animating Assistants
TREY FINNEY, TROY A. GUSTAFSON, JAMES YOUNG JACKSON, JOHN RIPA, ERIC
WALLS


Rough Inbetweeners
ELLIOT M. BOUR, ROB CORLEY, TOM GATELY, MICHAEL GENZ, GRANT HIESTAND,
CRAIG R. MARAS, PAUL McDONALD, JOHN RAMIREZ, JACQUELINE M. SANCHEZ,
HENRY SATO, JR.

Key Layout/Workbook
MITCHELL BERNAL, JENNIFER CHIAO-LIN YUAN, FRED CRAIG, GUY DEEL, JEFF
DICKSON, ED GHERTNER, TOM HUMBER, LORENZO MARTINEZ, TOM SHANNON, ALLEN
TAM, TANYA WILSON

Background
GREGORY ALEXANDER DROLETTE, DON MOORE, KATHY ALTIERI, SERGE MICHAELS,
DEBBIE DU BOIS, SUNNY APINCHAPONG, MICHAEL HUMPHRIES, NATALIE
FRANSCIONI-KARP, PHILIP PHILLIPSON, BARRY ATKINSON, DAN COOPER, KEVIN
TURCOTTE, THOMAS WOODINGTON, DAVID McCAMLEY, DOMINICK R. DOMINGO,
CHARLES VOLLMER, BARRY R. KOOSER, PATRICIA PALMER-PHILLIPSON, BROOKS
CAMPBELL, RICHARD SLUITER


Effects Animators
DORSE LANPHER, TED C.KIERSCEY, ED COFFEY, CHRISTINE BLUM, MAURO
MARESSA, TOM HUSH, ALLEN BLYTH, JOEY MILDENBERGER, EUSEBIO TORRES,
STEVE MOORE, MARLON WEST, GARRETT WREN, CHRIS JENKINS, DAVE BOSSERT


=== Clean-up Animation ===

YOUNG SIMBA
Supervising Character Lead ... DANIEL A. GRACEY
Assistants ................... CHRISTINE LAWRENCE, KELLIE D. LEWIS,
BRYAN M. SOMMER

Breakdown/Inbetweeners
DAN DALY, CHADD FERRON, TIM HODGE, PAMELA MATHUES, MAURILIO MORALES,
JAMES PARRIS, SHERRIE H. SINCLAIR, THEODORE ANTHONY LEE TY


ADULT SIMBA
Supervising Character Lead ... BILL BERG

Key Assistants
WESLEY CHUN, JANICE INOUYE, EMILY JIULIANO, SUSAN LANTZ, KAAREN
LUNDEEN, DOROTHEA BAKER PAUL, RANDY SANCHEZ, HELENE VIVES-TENNESEN

Assistant Animators
DAVID HANCOCK, ... CAROLINE K. HU, LEONARD R. JOHNSON, STEVE LUBIN,
SEAN MULLEN

Breakdown
WENDY MUIR, ... KEVIN SMITH

Inbetweeners
DANIEL BOND, ... SEAN GALLIMORE, DANIEL YOONTAEK LIM, DANIEL
O'SULLIVAN


MUFASA & SARABI
Supervising Character Lead ... BRIAN CLIFT

Key Assistant
GINNY PARMELE

Assistant Animator
ELIZABETH WATASIN

Breakdown
LAUREY FOULKES, ... NORMA RIVERA, WENDIE FISCHER

Inbetweener
ANNETTE BYRNE-MOREL


SCAR
Supervising Character Lead ... NANCY KNIEP
Character Co-Lead ............ KATHLEEN M. BAILEY
Character Co-Lead ............ MARIANNE TUCKER

Key Assistant
NATASHA DUKELSKI-SELFRIDGE

Assistant Animators
MIKE HAZY, JOHAN KLINGER, BOOWON LEE, MARSHA W.J. PARK-YUM

Breakdown
JAMIE KEZLARIAN BOLIO, DIANA COCO, MARTIN SCHWARTZ

Inbetweeners
JODY KOOISTRA, JUNG CHAN WOO


ADULT NALA
Supervising Character Lead ... SCOTT ANDERSON

Key Assistants
MERRY KANAWYER CLINGEN, ... MIKE McKINNEY

Assistant Animators
SUE ADNOPOZ, LILLIAN AMANDA CHAPMAN, PEGGY TONKONOGY

Breakdown
CARL PHILIP HALL, ANDREW RAMOS

Inbetweener
CHANG YEI KIM


YOUNG NALA
Supervising Character Lead ... TRACY MARK LEE

Inbetweeners
TOM FISH, MARIO J. MENJIVAR


TIMON & PUMBAA
Supervising Character Lead ... DEBRA ARMSTRONG

Key Assistants
MARGIE DANIELS, GAIL FRANK, DAVID NETHERY, JULIET STROUD DUNCAN, DAVE
SUDING, STEPHAN ZUPKAS

Assistant Animators
EDWARD R. GUITERREZ, KAREN HARDENBERGH, BRIAN B. McKIM, MARIA ROSETTI

Breakdown
JANET HEERHAN BAE, RON WESTLUND

Inbetweeners
MOON HWAN CHOI, JUDY GRABENSTATTER, EDUARDO OLIVERAS


RAFIKI
Supervising Character Lead ... MARSHALL TOOMEY

Key Assistant
TERRY WOZNIAK

Assistant Animators
KRIS HELLER, SUSAN Y. SUGITA

Breakdown
MIRIAM McDONNELL, MARY-JEAN REPCHUK


ZAZU
Supervising Character Lead ... DAN TANAKA

Key Assistants
MARCIA KIMURA DOUGHERTY, TERRY NAUGHTON, BRUCE STROCK

Assistant Animators
TRAVIS BLAISE, LEE DUNKMAN, RICK KOHLSCHMIDT

Breakdown
BILL THINNES

Inbetweeners
BRIAN BEAUCHAMP, JAMES A. HARRIS, RICHARD D. ROCHA


HYENAS
Supervising Character Lead ... ALEX TOPETE

Key Assistants
PHILIP S. BOYD, JESUS CORTES, RAY HARRIS, TAMARA LUSHER, MONICA
MURDOCK, ERIC PIGORS

Assistant Animators
VINCENT SIRACUSANO, YUNG SOO KIM

Breakdown
NOREEN BEASLEY, WILL HUNEYCUTT, DAVE RECINOS

Inbetweeners
PAULO R. ALVARADO, RACHEL R. BIBB, ERNEST KEEN, TOM LABAFF, SAMANTHA
LAIR, PHIL NOTO, LON SMART


ADDITIONAL YOUNG SIMBA/MISCELLANEOUS CHARACTERS
Supervising Character Lead ... VERA LANPHER

Key Assistants
TONY ANSELMO, ALLISON PROUT-HOLLEN

Assistants
INNA CHON, KENT HOLADAY, DANA M. REEMES, KAREN ROSENFIELD

Breakdown/Inbetweeners
BEVERLY ADAMS, ROBERT ESPANTO DOMINGO, DANIEL JAMES GALIEOTE, KENNETH
KINOSHITA, MARY MEASURES, JANE MISEK, CHERYL POLAKOW


Production Manager ............. DANA AXELROD
Scene Planning Supervisor ...... ANN TUCKER
Animation Check Supervisor ..... JANET BRUCE
Color Models Supervisor ........ KAREN COMELLA
Ink and Paint Manager .......... GRETCHEN MASCHMEYER ALBRECHT
Paint/Final Check Supervisor ... HORTENSIA M. CASAGRAN
Digitizing Camera Supervisor ... ROBYN L. ROBERTS
Camera Manager ................. JOE JIULIANO


Artistic Supervisors Florida Unit

Layout ....................... ROBERT WALKER
Background ................... ROBERT E. STANTON
Clean-Up ..................... RUBEN PROCOPIO
Visual Effects ............... JEFF DUTTON
Florida Production Manager ... DON WALTERS


Character Design/Visual Development
HANS BACHER, JEAN GILLMORE, JOE GRANT, MICHAEL HODGSON, LISA KEENE,
SUE C. NICHOLS, BRUCE ZICK, MEL SHAW, BOB SMITH

Character Sculptures .............. KENT MELTON
Key Assistant Layout and Design ... MAC GEORGE
Key Assistant Layout .............. MICHAEL O'MARA

Layout Assistants
TIM CALLAHAN, CYNTHIA IGNACIO, MARK KALESNIKO, SAMUEL JOSEPH MICHLAP,
DAVID MARTIN, RICK MOORE, JOHN PUGLISI, KENNETH SPIRDUSO, DOUG WALKER,
SHERILAN WEINHART

Blue Sketch
MADLYN O'NEILL, LAURIE SACKS, JOANNE TZUANOS

Key Assistant Effects Animators
CYNTHIA NEILL-KNIZEK, MABEL GESNER, JOHN TUCKER, STEVE STARR

Assistant Effects Animators
DAN LUND, JAZNO FRANCOEUR, DANIEL E. WANKET, JOSEPH CHRISTOPHER PEPE,
MARK BARROWS, TONY WEST, GRAHAM WOODS, MICHAEL G. DUHATSCHEK, COLBERT
FENNELLY, KRISTINE BROWN

Effects Breakdown/Inbetweeners
GEOFFREY C. EVERTS, KRISTINE HUMBER, ELIZABETH HOLMES, JOHN E. HAILEY,
MICHAEL CADWALLADER-JONES, PAITOON RATANASIRINTRAWOOT, JAMES GOSS,
JOHN DAVID THORTON, PHIL VIGIL, STELLA P. ARBELAEZ, KANG TAE KIM

Inbetweener Trainees
DOMINIC M. CAROLA, LELAND J. HEPLER, LISA G. LANYON, RUSSELL LINGO,
MICHAEL D. MATTESI, KEVIN PROCTOR, TERESA QUEZADA, MARC SMITH, TONY
STANLEY, MICHAEL STOCKER, DARREN R. WEBB, JANE ZHAO

Additional Story Material
J.T. ALLEN, GEORGE SCRIBNER, MIGUEL TEJADA-FLORES, JENNY TRIPP, BOB
TZUDIKER, CHRIS VOGLER, KIRK WISE, NONI WHITE

Casting by
BRIAN CHAVANNE


======= CAST ==========
(in alphabetical order)
Zazu .......... ROWAN ATKINSON
Simba ......... MATTHEW BRODERICK
Young Nala .... NIKETA CALAME
Ed ............ JIM CUMMINGS
Shenzi ........ WHOOPI GOLDBERG
Rafiki ........ ROBERT GUILLAUME
Scar .......... JEREMY IRONS
Mufasa ........ JAMES EARL JONES
Nala .......... MOIRA KELLY
Timon ......... NATHAN LANE
Banzai ........ CHEECH MARIN
Pumbaa ........ ERNIE SABELLA
Sarabi ........ MADGE SINCLAIR
Young Simba ... JONATHAN TAYLOR THOMAS

Assistant Production Managers
Story/Sweatbox .................. HOLLY E. BRATTON
Editorial ....................... LISA M. SMITH
Layout .......................... PATRICIA HICKS
Animation ....................... DOROTHY L. McKIM
Clean-Up ........................ LONI BECKNER BLACK
Effects/CGI ..................... KIRK BODYFELT
Color Models .................... CATHY LAWRENCE
Backgrounds/Animation Check ..... KARENNA MAZUR
CAPS & Retakes .................. MICHAEL "TONY" MEAGHER
Florida Layout/Background ....... PAUL STEELE
Ink & Paint Assistant Manager ... CHRIS HECOX
Pre-Production Manager .......... DOROTHY L. McKIM

Production Coordinators
Animation/Effects .......... MATT GARBERA
Clean-Up ................... JEANIE LYND SORENSON
Scene Planning ............. ANNAMARIE COSTA, JOHN CUNNINGHAM, TOM BAKER,
MARY LESCHER
Scene Planning Assistant ... DONNA WEIR

Animation Checking
CYNTHIA GOODE, KAREN HEPBURN, KAREN S. PAAT, GARY SHAFER, MAVIS
SHAFER, BARBARA WILES

Animation Checking Trainees
ALBERT F. MOORE, VICTORIA WINNER NOVAK

Color Models
PENNY COULTER, ANN SORENSEN, IRMA CARTAYA

Digitizing Mark-Up
GINA WOOTTEN

Digitizing Camera Operators
KENT GORDON, TINA BALDWIN, JO ANN BREUER, KAREN N. CHINA, LYNNETTE E.
CULLEN, GARETH FISHBAUGH, MICHAEL McFERREN, DAVID J. ROWE

Assistant Paint Supervisors
BARBARA LYNN HAMANE, KAREN L. HUDSON, GRACE H. SHIRADO

Assistant Color Model Mark-Up Supervisor
RHONDA L. HICKS

Color Model Mark-Up
CINDY FINN, DEBRA Y. SIEGEL, DAVID J. ZYWICKI

Paint Mark-Up
IRMA VELEZ, BETH ANN McCOY-GEE, KARAN J. LEE-STORR

=== Painting ===
CARMEN SANDERSON, KIRK AXTELL II, PHYLLIS BIRD, RUSSELL BLANDINO, JOEY
CALDERON, OFRA CALDERON, SHERRIE CUZZORT, FLORIDA D'AMBROSIO, ROBERT
DETTLOFF, PHYLLIS ESTELLE FIELDS, PAULINO, LESLIE HINTON, STEVIE
HIRSCH, DAVID KARP, ANGELIKA KATZ, RANDY McFERRON, HARLENE MEARS,
KAREN LYNNE NUGENT, BILL OHANESIAN, LEYLA AMARO PELAEZ, BRUCE
PHILLIPSON, FUMIKO R. SOMMER, S. ANN SULLIVAN, ROXANNE M. TAYLOR,
BRITT VANDERNAGEL, SUSAN WILEMAN

Final Check
JANETTE HULETT, MONICA MARROQUIN, TERI N. McDONALD, SASKIA RAEVOURI

Compositing Assistant Supervisor
JAMES "J.R." RUSSELL

Compositing
SHANNON FALLIS-KANE
DOLORES POPE


=== Digital Film Printing and Opticals ===

Supervisor
CHRISTOPHER GEE, CHUCK WARREN, CHRISTINE BECK, RON JACKSON, BRANDY
HILL

Animation Camera Operators
JOHN AARDAL, ANDREW SIMMONS, GARY W. SMITH


=== TECHNOLOGY MANAGERS ===

Computer Animation Production Software
PAUL YANOVER

Production Computer Systems
DEAN SCHILLER

Computer Graphics Imagery
EDWARD KUMMER

Technical Facilities and Hardware
DAVE INGLISH

Software Engineering
DAVID F. WOLF

Technology/Florida
ENRIQUE SANTOS

Technology Development and Support
JEFF ALDEN, RAUL ANAYA, MICHAEL BOLDS, LAWRENCE CHAI, CAROL J. CHOY,
EARL COFFMAN, DAVID COONS, BEN "The Boy Toy" CROY, MICHAEL R. FODOR,
RANDY FUKUDA, TAD GIELOW, MARK W. GILICINSKI, SCOT GREENIDGE DON
GWOREK, BRUCE HATAKEYAMA, SHYH-CHYUAN HUANG, BILL JAMES, KEVIN E.
KEECH, MARK R. KIMBALL, R. TODD KING, EDWIN R. LEONARD, BRAD LOWMAN,
TONY MATTHEWS, THOMAS MOORE, JR., JACK MULEADY, ALAN A. PATEL, MARTY
PRAGER, MIKE PURVIS, CARLOS QUINONEZ, JOHN STIMSON, MICHAEL SULLIVAN,
SCOTT S. TEREK, WARREN LEE THERIOT, MARK M. TOKUNAGA, PHILLIP
WANGENHEIM

Additional CGI Animation
STEVE GOLDBERG, ROB BEKUHRS, SANDRA M. GROENEVELD, JAMES TOOLEY

Additional CGI Software
MARCUS HOBBS

PIXAR
THOMAS HAHN, PETER NYE, MICHAEL A. SHANTZIS

Music Supervision by
HANS ZIMMER

=== SONGS ===

"CIRCLE OF LIFE"

Arranged and Produced by HANS ZIMMER
Performed by CARMEN TWILLIE
African Vocals Performed by LEBO M.


"I JUST CAN'T WAIT TO BE KING"

Arranged and Produced by MARK MANCINA
Performed by JASON WEAVER and LAURA WILLIAMS
with ROWAN ATKINSON


"BE PREPARED"

Arranged and Produced by HANS ZIMMER
Performed by JEREMY IRONS
With WHOOPI GOLDBERG, CHEECH MARIN and JIM CUMMINGS


"HAKUNA MATATA"

Arranged and Produced by MARK MANCINA and JAY RIFKIN
Performed by NATHAN LANE, ERNIE SABELLA, JASON WEAVER and JOSEPH
WILLIAMS


"CAN YOU FEEL THE LOVE TONIGHT"

Arranged and Produced by MARK MANCINA
Performed by NATHAN LANE, ERNIE SABELLA
SALLY DWORSKY, JOSEPH WILLIAMS AND KRISTLE EDWARDS


Music Recorded and Mixed by ...................... JAY RIFKIN
Music Recorded at ................................ MEDIA VENTURES (USA),
TODD A-O SCORING (USA),
ANGEL STUDIOS (UK),
BOP STUDIOS (South Africa)
Supervising Music Editor ......................... ADAM MILO SMALLEY
African Vocal Solos & Improvisation Created by ... LEBO M.
Additional Song Arrangement ...................... BRUCE FOWLER, DANNY TROOB,
PAUL BOGAVE
Additional Vocal Arrangement ..................... BRUCE FOWLER, BOBBI PAGE,
MARK MANCINA
Score Conducted by ............................... NICK GLENNIE-SMITH
Score Orchestrations ............................. BRUCE FOWLER
Additional Orchestrations ........................ LADD McINTOSH,
YVONNE MORIARTY
Choral Arrangement and Conducting by ............. LEBO M., ANDRAE CROUCH,
MBONGENI NGEMA,
NICK GLENNIE-SMITH
Choir Masters .................................... MBONGENI NGEMA,
ANDRAE CROUCH
Vocal Contractors ................................ TONIA DUVALL,
MBONGENI NGEMA,
BOBBI PAGE, ALFIE SILAS
Music Production Assistance by ................... NICO GOLFAR (USA),
MAGGIE RODFORD (UK),
ERIC STARK (South Africa)
Assistants to Hans Zimmer ........................ CHRISTOPHER WARD,
MITCHELL LAMM,
ANTONIA BOGDANOVICH
Orchestra Contractor ............................. REGGIE WILSON
Orchestra Copyist ................................ DOMINIC FIDELIBUS


ELTON JOHN APPEARS COURTESY OF MCA RECORDS (U.S.A. AND CANADA) AND
PHONOGRAM LTD. (REST OF THE WORLD)

MBONGENI NGEMA APPEARS COURTESY OF TUSK RECORDS

"CIRCLE OF LIFE" Chorus:
MAXI ANDERSON, TERRY BRADFORD, JOHNNIE BRITT, BABY CELE, LUCKY CELE,
RICK CHARLES, GUGWANA DLAMINI, KEVIN DORSEY, WENDY FRASER, LINDA
GCWENSA, CLYDENE JACKSON, MATOAB'SANE JALI, KUYANDA JEZILE, BOB JOYCE,
FAITH KEKANA, SPHIWE KHANYILE, FACA KHULU, STELLA KHUMALO, SKHUMBUZO
KUBHEKA, THEMBI KUBHEKA, RON KUNENE, JAMES LANGA, EDIE LEHMANN, RICK
LOGAN, TSIDI MANYE, KHANYO MAPHUMULO, ABNER A. MARIRI, MYRNA MATTHEWS,
BATHO MHLONGO, VUSI MHLONGO, NONHLANHLA MKHIZE, THEMBI MTSHALI, BHEKI
NDLOVU, NANDI NDLOVU, BONGANI NGCOBO, NINI NKOSI, BOBBI PAGE,
PHINDILE, RICK RISO, PHILILE SEME, ALFIE SILAS, HAPPY SKHAKHANE,
KIPIZANE SKWEYIYA, SINDISIWE SOKHELA, SUSAN D. STEVENS, KHULUIWE
S'THOLE, THANDAZILE, CARMEN TWILLIE, SAM VAMPLEW, JULIA WATERS, LUTHER
N. WATERS, MAXINE WATERS, OREN WATERS, JOHN WEST, YVONNE WILLIAMS,
TERRY YOUNG, ZOLILE ZULU



"THE LION SLEEPS TONIGHT"

Written by HUGO PERETTI, ... GEORGE WEISS and LUIGI CREATORE
Based on a song by ... SOLOMON LINDA and PAUL CAMPBELL


"I'VE GOT A LOVELY BUNCH OF COCONUTS"

Written by FRED HEATHERTON


"IT'S A SMALL WORLD"

Written by ROBERT SHERMAN and RICHARD SHERMAN


"HAWAIIAN WAR CHANT"
(TAHUWA-HUWAI)

Written by JOHNNY NOBLE and LELEIOHAKU


Assistant to the Producer ... PATTI CONKLIN
Production Secretaries ...... MICHAEL KATHLEEN O'MARA, BARBARA J. POIRIER
Baer Production Manager ..... CRAIG SOST

Production Assistants
LESLEY ADDARIO, CATHERINE ALEXANDER, KAREN N. AUSTIN, CARL CANGA,
CLIFF FREITAS, CYNDEE LARAE HEIMBUCH, JAI ANTHONY LEWIS HUSBAND, PAUL
S.D. LANUM, DENISE M. MITCHELL, FRANCINE MITROFAN, JOE MORRIS, SYLVIA
SANCHEZ, BETHANN SCHULKE, ROCKY SMITH, SHELLY STOCKING, JEFFREY VAN
TUYL


CGI Coordinator ................... MARYANN McLEOD
Production Accountant ............. L.J. VAN CLEAVE
Assistant Production Accountant ... SALLY CATIC
Florida Production Accountant ..... GLEN GAGNON
ADR Voice Casting ................. BARBARA HARRIS

Additional Voices
FRANK WELKER, CATHY CAVADINI, JUDI DURAND, DAAMEN KRALL, DAVID
McCHAREN, LINDA PHILLIPS, PHIL PROCTOR, DAVID RANDOLPH


EDITORIAL AND POST PRODUCTION
Post Production Manager ........... SARA DURAN
Editor ............................ IVAN BILANCIO
Animation Editor .................. JIM MELTON
First Assistant Editor ............ PATSY BOUG
Assistant Editors ................. JACQUELINE KINNEY, DEBORAH BEVILLE
Presentation Assistant Editor ..... DARREN HOLMES
Florida Editorial Staff ........... BETH STEGMAIER, KAT CONNOLLY
Re-recorded at .................... BUENA VISTA SOUND STUDIOS
Rerecording Mixers ................ TERRY PORTER, C.A.S., MEL METCALFE,
DAVID J. HUDSON
Sound Effects by .................. WEDDINGTON PRODUCTIONS, INC.
Supervising Sound Editors ......... RICHARD L. ANDERSON, M.P.S.E.,
MARK MANGINI
Special Sound Effects ............. JOHN POSPISIL
Sound Effects Editors ............. MICHAEL CHOCK, JAMES CHRISTOPHER,
M.P.S.E., AUL J. BEROLZHEIMER
Dialogue Editor ................... R.J. KIZER
Foley Editor ...................... DON LEE JORGENSEN
ADR Editor ........................ ANDREW PATTERSON
Assistant Sound Editor ............ RALPH STUART
Sound Effects Librarian ........... STEVE LEE
Foley by .......................... WARNER HOLLYWOOD STUDIOS
Foley Artists ..................... JOHN ROESCH, HILDA HODGES
Dubbing Recordist ................. JEANETTE BROWNING
PDL ............................... JUDY NORD
Original Dialogue Recording ....... DOC KANE
Additional Dialogue Recorded by ... VINCE CARO, WELDON BROWN, ANDREW MORRIS,
STEVE HELLABY
Black and White Processing ........ JOE PARRA, JOHN WHITE
Color Timer ....................... DALE GRAHN
Negative Cutters .................. MARY BETH SMITH, RICK MacKAY
Post Production Administrator ..... JEANNINE BERGER
Projection ........................ DON HENRY

Title Design
BURKE MATTSSON
SUSAN BRADLEY

Titles by
BUENA VISTA IMAGING

Prints by
TECHNICOLOR [reg.]

Produced and Distributed on
EASTMAN FILM

Wild Life Consultant ............. JIM FOWLER
Animal Anatomy Consultant ........ STUART SUMIDA
Live Lion and Animal Models by ... DAVID McMILLAN, NICK TOTH/COUGAR
HILL RANCH

Special Thanks to

THE FOWLER CENTER FOR WILDLIFE EDUCATION, LOS ANGELES ZOO, LIVING
DESERT WILDLIFE AND BOTANICAL PARK, THE SAN DIEGO ZOO, SAN DIEGO WILD
ANIMAL PARK, PAM WALLBERG, METROZOO, MIAMI, FLORIDA, AND ROBERT
CARR-HARTLEY


MPAA #33108
Dolby Stereo [reg.] Digital in Selected Theatres

(c)MCMXCIV THE WALT DISNEY COMPANY

All Rights Reserved

This motion picture was created by Walt Disney Pictures and Television
for purposes of copyright law in the United Kingdom.

Soundtrack Available on cassette and compact disc from
WALT DISNEY RECORDS

In U.K., Scandinavia, the Netherlands and Germany,
Soundtrack Available on
PHONOGRAM RECORDS


Distributed by
BUENA VISTA PICTURES DISTRIBUTION, INC.

This film is rated "G".

In Remembrance of Frank Wells, The President of The Walt Disney Company
from 1984 - 1994

***** 4.00 .4 - The Elton John Lyrics ********************

These are the Lyrics that Elton John used in his own
performances of "The Lion King" pieces.


===== Circle of Life =====

From the day we arrive on the planet
And blinking, step into the sun
There's more to be seen than can ever be seen
More to do than can ever be done

Some say eat or be eaten
Some say live and let live
But all are agreed as they join the stampede
You should never take more than you give

(Chorus)
In the circle of life
It's the wheel of fortune
It's the leap of faith
It's the band of hope
Till we find our place
On the path unwinding
In the circle, the circle of life

Some of us fall by the wayside
And some of us soar to the stars
And some of us sail through our troubles
And some have to live with the scars

There's far too much to take in here
More to find than can ever be found
But the sun rolling high
Through the sapphire sky
Keeps the great and small on the endless round

(Chorus Repeats and loops into chorus again.)

On the path unwinding
In the circle, the circle of life.


===== I Just Can't Wait to be King =====

Way behind the water hole
A little down the line
The jungle and the plains and peaks
Are scheduled to be mine

I'm gonna be the ruler
Of most everything around
From the grandest of the mountains
To the humble common ground
My reign will be a super-awesome thing
Oh, I just can't wait to be king

I'm going to be a noble king
Scrupulously fair
I only need a little time
Perhaps a little hair

I'm gonna be the mane event
That no king was before
I'm brushing up on looking down
I'm working on my roar
The fauna and the flora gonna swing
Oh, I just can't wait to be king

(Chorus)
No one saying do this
No one saying be there
No one saying stop that
No one saying see here
Free to run around all day
I'll be free to do it my way

(Piano Solo)

No one saying do this
No one saying be there
No one saying stop that
No one saying see here
Free to run around all day
Free to do it my way

The time has come
As someone said
To talk of many things
This may be true
But I would rather stick to talking kings

It's easy to be royal
If you're already leonine
In isn't just my right
Even my left will be devine
The monarchy is waiting to go zing
Oh, I just can't wait to be king

Oh, I just can't wait to be king
(Repeat until fade)


===== Can You Feel the Love Tonight? (End Title) =====

There's a calm surrender
To the rush of day
When the heat of the rolling world
Can be turned away
An enchanted moment
And it sees me through
It's enough for this restless warrior
Just to be with you

(Chorus)
Can you feel the love tonight?
It is where we are
It's enough for this wide-eyed wanderer
That we got this far
And can you feel the love tonight
How it's laid to rest?
It's enough to make kings and vagabonds
Believe the very best

There's a time for everyone
If they only learn
That the twistin' kaleidoscope
Moves us all in turn
There's a rhyme and reason
To the wild outdoors
When the heart of this star-crossed voyager
Beats in time with yours

(Chorus)

It's enough to make kings and vagabonds
Believe the very best

***** 4.00 .5 - Lion King Trivia *************************

+--------------------------------+
| 101 Lion King Trivia Questions |
+--------------------------------+

1) How many different ages do we see Simba in?

2) What does "Simba" mean in Swahili?

3) What is the coloration of Simba's eyes?

4) What is the name of Simba's father?

5) Do we ever see Mufasa's claws?

6) If so, when?

7) What is the name of Simba's mother?

8) What is her position in the pride?

9) What does "Sarabi" mean in Swahili?

10) Who is Simba's best friend as a cub?

11) How many different ages do we see Nala in?

12) What is the coloration of Nala's eyes?

13) Do we ever see Nala's claws?

14) If so, when?

15) How many times did Nala pin Simba?

16) What is the name of Simba and Nala's son?

17) What is the name of Nala's mother?

18) What is Scar's relationship to Mufasa?

19) What color is Scar's eyes?

20) Over which eye is Scar's scar?

21) Where does Scar live?

22) Who is the pride's shaman?

23) What is Rafiki?

24) What kind of tree does Rafiki live in?

25) What is odd about Rafiki's mixing bowl?

26) What does "Rafiki" mean in Swahili?

27) Who is Mufasa's bird friend and servant?

28) What is Zazu's title?

29) When is the first time we see Zazu?

30) What kind of bird is Zazu?

31) What is Timon?

32) How many Stripes does Timon Have?

33) What is the color of Timon's eyes?

34) How many fingers does Timon have?

35) What is Pumbaa?

36) For what two actions does Pumbaa use his tusks for
during the movie?

37) What does "Pumbaa" mean in Swahili?

38) Name the three main hyenas.

39) When do they first appear?

40) What is Ed's most noticable feature?

41) Which of Ed's ear has a notch?

42) Who is Banzai's voice?

43) What does "Banzai" mean in Swahili?

44) Who is Shenzi's voice?

45) What does "Shenzi" mean in Swahili?

46) Who first says Hakuna Matata?

47) When?

48) What does Hakuna Matata mean?

49) How many years does Simba spend with Timon and Pumbaa?

50) What is the first line spoken (NOT SUNG) in the movie?

51) By whom?

52) What is the last line spoken in the movie?

53) Who speaks it?

54) What is the last sung line of the movie?

55) What is at "the shadowy place" beyond the northern [sic]
border?

56) Where is the hidden Mickey?

57) The Lion King is based on what Shakespear play?

58) How many cheetahs appear in the movie?

59) What animal(s) were at the base of the animal pyramid
that formed in "I Just Can't Wait to be King?"

60) What does Timon suggest that the stars are?

61) How many belches are heard in the film?

62) What other animated features, aside the Lion King, were
animal only?

63) How many charecters and animals does Scar hit?

64) What well-know film music composer worked with Elton
John on the music for The Lion King?

65) What is the title of Scar's only song?

66) What famous organization's motto is the same as this
song?

67) What is odd about the kick that Simba uses to block
Scar's attack and throw him down the cliff?

68) In how many locations was music for this film
recorded?

69) What is Rafiki's chant? (recite it)

70) Where did it come from?

71) What is it's translation?

72) Who is Brenda Chapman?

73) What is odd about her expirence with Disney?

74) What is the only thing Mufasa is "afraid of"?

75) What is Mufasa's Last line before he dies?

76) What is the last thing Scar says before killing Mufasa?

77) What items do Pumbaa and Timon eat?

78) What did Mufasa tell Simba that the stars were?

79) What causes Scar to "quiver with fear"?

80) What is the other name that Pumbaa said he could be
called?

81) Why is Pumbaa an "outcast"?

82) What were Timon and Pumbaa doing when they happened upon
Simba?

83) What dictator was Scar portrayed as in "Be Prepared"?

84) What does Scar offer to the hyenas as food?

85) What saves Simbaa from being killed by the hyenas?

86) How many scenes occur on the upper point of pride
rock?

87) What is odd about Scar's claws?

88) After his bath, where does Simba say he and Nala are
going?

89) Which is the first Hyena to speak?

90) What does she say?

91) How does Mufasa discipline his son?

92) What kind of a ham does Scar give the Hyenas?

93) Why is Timon leery about keeping Simba?

94) What are all the songs Zazu sing in?

95) How does Pumbba explain to Timon that he's being
chased by a lioness?

96) Where does Timon sleep (the only time we see him
asleep)?

97) What old Spike Jones' hit does Timon sing a corrupt
version of while wearing a hula?

98) Who corner's Timon in Zazu's cage?

99) What does Rafiki tell Simba before he ascends Pride
Rock?

100) Who are the charecters on Pride Rock during the
presentation of Simba and Nala's cub?

101) Name at least 3 mistakes in The Lion King

+---------+
| ANSWERS |
+---------+

1 - 4, young cub with spots (as presented), cub (1st half
of movie), young-adult (middle of change scene),
adult (last half of movie)
2 - "Simba" means "lion"
3 - Burgundy on Yellow
4 - Mufasa
5 - Yes, twice
6 - Attacking the hyenas to save Simba and while trying
to stay on the rock before scar throws him to his
death
7 - Sarabi
8 - She is the head female
9 - "Sarabi" means "mirage"
10 - Nala
11 - 2, cub and adult
12 - Aqua on Yellow
13 - Yes
14 - As an Adult, chasing after Pumbaa
15 - Three
16 - Tanabi
17 - Sarafina
18 - brother
19 - Green on Yellow
20 - Left
21 - In a crack/cave in the back of Pride rock
22 - Rafiki
23 - A Baboon
24 - Baobob
25 - It is a turtle shell
26 - "Rafiki" means "friend"
27 - Zazu
28 - Major domo
29 - He flies past the camera to Pride Rock in the
presentataion of Simba.
30 - Hornbill
31 - A Meerkat
32 - Five
33 - Trick Question. His eyes are black on white
34 - Eight, Four fingers on each hand
35 - A Warthog
36 - To lift Simba and to lift a log for bugs
37 - "Pumbaa" means "Simpleton"
38 - Shenzi, Banzai, and Ed
39 - At the elephant graveyard, from the skull that Simba
thinks about entering
40 - He has warts on his tongue.
41 - Trick question, both of Ed's ears are notched
42 - Cheech Marin
43 - "Banzai" means "skulk" or "lurk"
44 - Whoopi Goldberg
45 - "Shenzi" means "Uncouth"
46 - Timon
47 - Twice as on the way to the Elephant Graveyard. Once
when she was fighting him after chasing Pumbaa.
48 - No Worries
49 - Three years (It takes three years for a Lion to
develop a full mane. There were three scene changes
of growth for Simba. Therefore, three years.)
50 - "Life's not fair is it?"
51 - Scar
52 - "Remember ... "
53 - Mufasa
54 - "Circle of Life"
55 - It's an elephant graveyard
56 - I'M NOT TELLING ;) (E-mail me)
57 - Hamlet (Right down to the order of soloquies)
58 - Two. One in the presentation of Simba. The other in
the crowd of animals that runs over Zazu in "I Just
Can't wait to be King."
59 - A Hornbill (Zazu, remember?)
60 - Fireflies on "that big bluish-black thing."
61 - 2, one by Pumbaa, one by Simba
62 - Bambi and Robin Hood
63 - 3, He hits Zazu into the rock wall, He hits Sarabi
when she refuses to hunt, and he fights with Simba.
64 - Hans Zimmer
65 - Be Prepared
66 - "Be Prepared" is the motto of The Boy Scouts of
America
67 - It is the exact same kick that Nala used to flip and
pin Simba with
68 - Three. London, New York, and South Africa
69 - Rafiki's Chant:
Asante sana!
Squash Banana!
We we nugu!
Mi mi apana!
70 - It was written down by Brenda Chapman (story head)
while she was visitng Africa with Hans Zimmer, Chris
Sanders, and assorted other story people. It was
sung by their guide during their 2 week trip to the
savannah.
71 - Rafiki's Chant translates directly to:
Thank you very much!
Squash banana!
You're a BABOON,
And I'm not!
72 - Brenda Chapman was The Lion King Story Head
73 - She had not seen a single Disney film till studying
at CalArts in the 1980's.
74 - Losing Simba
75 - "Scar! Brother. Help me!"
76 - "Long live the king."
77 - Bugs and such
78 - "The great kings of the past."
79 - That Mufasa was coming to see why he didn't show at
the presentation of Simba.
80 - "They call me MR. PIG!"
81 - He has an oderiferous problem
82 - "Bowling for Buzzards."
83 - The "Be Prepared" scene was very much like early Nazi
Germany's. Scar made a splendid leonic Hitler.
84 - Zazu
85 - the first time, Mufasa. The second, the brier patch
86 - 2. Mufasa talking to Siba as a cub, and Simba
fighting in the end.
87 - They are always part-way extended.
88 - "Around the water-hole"
89 - Shenzi
90 - "Well, well, well, Banzai. What have we got here?"
91 - He "noogies" him.
92 - A Zebra ham
93 - "Lions eat guys like us."
94 - I just Can't wait to be King, Nobody Knows, It's a
Small World (after all), and I've got a bunch of
Coconuts
95 - By shouting "SHE'S GONNA EAT ME!" in Timon's face.
96 - Curled up on Pumbaa's stomach
97 - "The Hawaiian War Chant"
98 - Banzai
99 - "It is time."
100 - Simba, Nala, Tanabi, Rafiki, Timon, Pumbaa, Zazu
101 - See section 4.00.8 (Lion King Mistakes)

***** 4.00 .6 - Promotional Book (Highlights) ************

* The following items are excerpts from the promotional
guidebook that was distributed to the theaters. For the
sake of purists, this contains information that I might
have stated elsewhere, but has been included because it's
direct from the lion's mouth.

Under Cover-page : THE LION'S "TAIL"
(Synopsis)

As the orange sun rises above the African plain, birds
and animals migrate to Pride Rock, where a lion cub is
born to their king, Mufasa. Rafiki, a wise old baboon,
blesses the newborn Simba, and lifts him for all the
kingdom to see.
As time passes, Simba grows. He loves to play with
his best friend, a lioness cub named Nala, and to tease
his father's advisor Zazu, an easy-to-fluster hornbill.
Most of all, Simba loves to be with his father, a firm,
well-respected ruler and a gentle, patient teacher.
Mufasa tells Simba that he will be king someday, and Simba
can't wait for the fun of becoming king. But the world is
not as it seems to a cub. Scar, Mufasa's brother wants to
be king and plots to get rid of both Mufasa and Simba.
Scar sets his plan in motion by sending the
unsuspecting Simba into a trap. Caught in the middle of a
wildebeest stampede, Simba's life is saved by Mufasa, who
loses his own life in the process. Simba blames himself,
and flees from Pride rock. Scar returns to Pride rock as
the new Lion King.
Simba is now out on his own, aimlessly wandering in
unfamiliar territory. Lonely and frightened, Simba is
befriended by Pumbaa, a good-hearted, slow-witted warthog,
and Timon, a wiry, hyperactive meerkat. The duo take him
to their jungle home and introduce him to the joys of no
responsibility. "Hakuna Matata," or "no worries" becomes
Simba's motto for life during his adolescent years.
Years later, Nala appears. As the two recall their
childhood friendship, deeper feelings emerge. Although
Nala urges Simba to return to the Pride Lands to challenge
Scar's evil rule, Simba hesitates. Soon the mystical
Rafiki appears and leads Simba to a clear pool. Simba
gazes into his reflection and sees his father's face
appear. Simba hears his father's voice say, "Remember who
you are."
Simba realizes he must now confront Scar so he returns
to the Pride Lands. As lightning strikes, Simba battles
the savage Scar. Amidst the flames and smoke, Simba
defeats Scar to regain his rightful place as the Lion
King.
Time passes. Animals gather below Pride Rock to see
Rafiki hold up a newborn cub - Simba and Nala's son. The
circle of life is now complete and begun again.

Page 2 : "THE LION'S PALS"

* Again, this is a restatement, but for purists, it's a
must.

Mufasa (James Earl Jones)

A true leader whose strong hand and wise rule unites
the inhabitants of Pride Rock. This king's greatest
pride is his son, to whom he passes the importance of
courage and self-knowledge.

Rafiki (Robert Guillame)

The old baboon, Rafiki posses mystical powers that
enable him to guide Simba back to the path he is meant
to follow.

Simba (Jonathan Taylor Thomas, Matthew Broderick)

What this little cub wants is to be just like his
father. Simba soon exchanges his infant innocence for
the rowdy, romping independence of a cub who thinks he
can do anything. To him, growing up to be the Lion
King means getting to tell the other animals what to
do.

Scar (Jeremy Irons)

Mufasa's brother hides his evil schemes to overthrow
his brother's rule behind a facade of concern, and
becomes Simba's mortal enemy.

Nala (Niketa Calame, Moria Kelly)

Every bit as rambunctious as Simba, Nala a lioness
cub, is Simba's best friend. When they grow up, their
friendship matures into deep love.

Sarabi (Madge Sinclair)

Mufasa's mate and Simba's mother, she is a nurturing,
tender parent who displays the same qualities of
leadership, wisdom, and courage as Mufasa.

Shenzi, Banzai, and Ed
(Whoopi Goldberg, Cheech Marin, Jim Cummings)

Scar's hyena henchmen. These sociopaths of the plains
are three wise -cracking punks always on the lookout
for their next meal or innocent victim to taunt,
tease, and terrorize.

Pumbaa (Ernie Sabella)

A well-padded warthog, Pumbaa may have more brawn than
brains, but his size includes an oversized heart, too.

Zazu (Rowan Atkinson)

Mufasa's most trusted advisor, Zazu is a prim and
proper hornbill bird with a strong sense of personal
dignity.

Timon (Nathan Lane)

A hyperactive meerkat with a motor mouth, Timon is a
quick-witted guy who takes life one day at a time.

Under Back-cover : THE LION KING SALUTES...
Disney Fathers in the movies

See if you can match these fathers with their sons.

Pongo * * Scamp

King Hubert * * Michael, John

The King * * Max

Mufasa * * Pinocchio
\
Tramp * \ * Dalmatian Pups
\
Goofy * \ * Bambi
\
The Great Prince of the Forest * \ * Prince Charming
\
Geppetto * * Simba

Mr. Darling * * Prince Phillip


Solution: Pongo, Dalmatian pups; King Hubert, Prince
Phillip; The King, Prince Charming; Mufasa, Simba;
Tramp, Scamp; Goofy, Max; Great Prince of the Forest,
Bambi; Geppetto, Pinocchio; Mr. Darling, Michael, John

***** 4.00 .7 - Lion King Production Notes ***************

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

At the same time that the story was beginning to take shape, the
artistic team was searching for the best ways to visualize and stylize
the African settings so that they would serve the needs of the story
and still be realistic enough to be believable. The trip to Africa had
given Allers, Chapman and production designer Chris Sanders a profound
new appreciation for the natural environments and inspired them to
find ways to incorporate these elements into the design of the film.
Art director Andy Gaskill played a key role in defining the film's
aesthetics with his color sketches, numerous workbook drawings and
suggestions for everything from character design to layout and
effects. His interpretation of the opening musical sequence, "Circle
of Life," in terms of composition, staging and design set the tone for
the stylized realism that was to influence much of the film. His
contributions gave the film the "weight of reality" and element of
drama that were needed.

"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

No Disney animated film would be complete without those memorable
musical moments where the characters break into song to advance the
story, express an emotion or provide an element of entertainment that
perhaps can't be achieved any other way. For "The Lion King," the
filmmakers brought together a trio of musical talents to create one of
the most integral, sophisticated and delightful collaborations in the
studio's history.

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

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

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

For the pivotal scene in the film where Scar enacts his plan to do
away with his royal relatives, Mufasa and Simba, directors Allers and
Minkoff wanted to create something with the same visual impact as the
dramatic events that were unfolding. The script called for thousands
of stampeding wildebeests to pour over the hilltop into the gorge
below. Feature Animation's CGI (Computer Generated Imagery) department
was called upon to help pull off this amazing feat and to enhance the
emotional impact of the scene. Five specially trained animators and
technicians in this department spent over two years creating the
impressive 2-1/2 minute sequence, which represents a new level of
sophistication for the art form and a dramatic highlight for the film.

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

ROGER ALLERS (Director) makes his feature film directing debut on "The
Lion King" following a prolific two-decade career in the medium that
has included everything from character design and animation to story
supervision. He has been instrumental in shaping the structure and
dialogue for the last six Disney animated features, serving as
official head of story on "Oliver & Company" and "Beauty and the
Beast" and contributing to "The Little Mermaid," "The Prince and the
Pauper," "The Rescuers Down Under" and "Aladdin" in a senior story
capacity.

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)

ROWAN ATKINSON (Zazu) is in fine feather as the voice of Mufasa's
major-domo assigned to the thankless task of tutoring and minding a
cocky cub. The popular comedian, well known to British television
viewers for his wildly imaginative appearances as "Mr. Bean" (seen
here on HBO) and "Black Adder," adds a delightful vocal interpretation
to the character while supervising animator Ellen Woodbury and her
"Zazu" team drew major inspiration from his expressive rubbery-faced
antics.

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 won three awards at the Havana Film Festival and
established him as a talented filmmaker and sharp-witted social
commentator. His other film credits include: "Ghostbusters II," "The
Shrimp on the Barbie," "FernGully: The Last Rainforest" (voice of
"Stump") and "A Million to Juan."

On television, Marin played the wisecracking, divorced hotel chef Chuy
Castillos on the 1992 CBS series, "The Golden Palace" and recently
starred in the 1994 TV movie, "The Cisco Kid."

ERNIE SABELLA (Pumbaa) provides the jovial voice for a pungent warthog
with a heart of gold. This Broadway veteran also inspired the
animators with his exaggerated expressions and animated antics during
the recording sessions.

Sabella is currently appearing as Harry the Horse in the smash
Broadway revival of "Guys and Dolls" and has delighted New York
audiences in the past with his roles in "The Robber Bridegroom,"
"Carmelina" and "Little Johnny Jones." His regional stage credits have
included the West Coast premiere of Stephen Sondheim's "Merrily We
Roll Along" and a production of "A Funny Thing Happened on the Way to
the Forum." On television, the popular actor has been seen on such
favorite programs as "Seinfeld," "Perfect Strangers," "Murphy Brown,"
"Hill Street Blues," "Newhart" and "Cheers."

Moviegoers will see Sabella this fall in Robert Redford's "Quiz Show"
and a heartfelt comedy from Hollywood Pictures called "Roommates." His
previous film credits include "Fright Night II" and "Tough Guys." He
and his wife, actress Lulie Newcomb Sabella, live in New York.

MADGE SINCLAIR (Sarabi) gives a royal performance with lots of
"feline" as the voice of Simba's mother. The Emmy Award-winning
actress provided just the right motivation for supervising animator
Russ Edmonds and his crew.

Over the course of her career, Sinclair has worked with such
distinguished directors as Martin Ritt and Sam Peckinpah on a variety
of films that includes: "Coming to America," "Convoy," "Conrack,"
"Leadbelly," "I Will, I Will...For Now" and "Uncle Joe Shannon."

Her television work includes a Best Supporting Actress Emmy Award for
her role in the dramatic series, "Gabriel's Fire." She was also seen
as a series regular on "O'Hara" and "Trapper John, M.D." and has guest
starred on such popular programs as "Roseanne," "L.A. Law," "Star
Trek: Deep Space 9" and "All in the Family." Her extensive made for
television movie credits include "Roots" and "Queen." Additionally,
Sinclair has appeared in numerous stage productions including several
for Los Angeles Theater Center.

JONATHAN TAYLOR THOMAS (Young Simba) demonstrates great timing and
talent in his convincing vocal performance as a naive lion cub forced
to grow up in a hurry. The young actor sees a lot of himself in the
character and thinks that audiences of all ages will have no
difficulty relating to it.

"I think the character of Simba is a lot like me," says Thomas. "He's
real energetic and always looking around for a new adventure. I think
I have a lot of that in me."

Minkoff comments, "I can't say enough about Jonathan's performance.
He's like a real kid with all the emotional range, sincerity,
innocence and charisma that we were looking for and with a little
edge. He also wasn't afraid to try things. We asked him to do very
demanding things as an actor -- reacting to the death of Mufasa is not
exactly a light thing -- and he didn't balk at all. His role was
extremely pivotal to the film and he did a great job."

Thomas was born in Bethlehem, Pennsylvania and moved with his family
to Sacramento, California when he was 5. Prior to beginning his acting
career in 1989, he worked as a fashion and print model in Sacramento
and San Francisco. He also appeared in industrial films, commercials
and as Tiny Tim in a regional production of "Scrooge."

In 1991, Thomas was cast to play Tim Allen's middle son, Randy, in the
top-rated Walt Disney Television series, "Home Improvement." Prior to
that, the actor had played Kevin, Greg Brady's son on the series, "The
Brady's."

In addition to his continuing role on "Home Improvement," Thomas
recently starred in an educational program called "What If I Were Home
Alone?" and an environmental television special called "A Sea World
Summer Safari." He has made guest appearances on "Family Double Dare,"
"Wild and Crazy Kids" and has co-hosted "America's Funniest Kids" for
the past several years. He has also appeared on many major talk shows
and contributed the voice of a cartoon dog named Spot for a new series
of animated videos.

During his summer hiatus from television, Thomas is currently making
his film debut starring opposite Chevy Chase in the Disney production
of "man 2 man," filming on location in Canada.

ADDITIONAL SINGING VOICES

CARMEN TWILLIE (Featured Solo, "Circle of Life") is heard as the lead
vocal on the film's powerful anthem, "Circle of Life." Her deep, rich
voice and emotional performance help to musically establish the main
theme of the story and create one of the film's most memorable
moments.

A native of Pasadena, California, Twillie trained to be a concert
pianist from the ages of 5 to 17. Her formal education includes
courses at Chapman College, where she received the Sholund scholarship
for her abilities as a pianist and vocalist and USC, where she was
awarded "most outstanding musician."

Professionally, the talented singer/musician has worked with many of
the biggest names in entertainment including: Stevie Wonder, Michael
Jackson, Al Jarreau, George Benson, Anita Baker, Neil Sedaka, Mr.
Mister, Patti LaBelle, Pink Floyd and Michael Bolton. Her recording
career includes performances on albums by Don Henley, Harry Connick,
Jr., Sarah Vaughn, the Count Basie Orchestra and Oingo Boingo. Her
vocal talents have also been featured on soundtracks for "The Power of
One," "Rain Man," Tim Burton's "The Nightmare Before Christmas" and
"Cobra" (dueting with Bill Medley). She has appeared on screen in
"Uptown Saturday Night" and "Mobsters." Concert engagements include
stints with Smokey Robinson, Olivia Newton-John and Pat Benatar.

Among her other accomplishments, Twillie has worked as a vocal
arranger for David Foster, The Supremes and Paul Anka, etc. She has
also recently added vocal coaching to her list of impressive
credentials.

SALLY DWORSKY (Adult Nala) provides the tender and sweet singing voice
for Nala as an adult on the beautiful ballad, "Can You Feel the Love
Tonight."

Born and raised in Minneapolis, Dworsky has been singing
professionally for the past 12 years. She attended the Minnesota
Children's Theater Conservatory and the University of Minnesota. She
relocated to Los Angeles as part of the first national company of "Les
Miserables," playing the part of Eponine. She has also recorded and
toured as a background vocalist with a number of different artists,
her most extensive work being done with Don Henley.

Dworsky is currently concentrating primarily on her songwriting. One
of her songs, entitled "The Simplest Thing," will appear on Gladys
Knight's upcoming album which is due out this summer. She is presently
signed on as a songwriter/developing artist for Rondor Music and is
also working on a solo album.

JASON WEAVER (Young Simba) lends his youthful charm and exuberance to
the singing voice of young Simba in the playful and upbeat "I Just
Can't Wait To Be King," and also on the infectious "Hakuna Matata."

Born in Harvey, Illinois, Jason has been acting since the age of 8 and
singing professionally since he was 11 years old. When he was 9, he
made his feature film debut in "The Long Walk Home." His television
credits include roles as series regulars on "Brewster Place" with
Oprah Winfrey and "Thea." He has also appeared in "The Kid Who Loved
Christmas" and "The Jacksons: An American Dream," for which he played
a young version of the pop star.

Jason recently signed his first recording contract with Motown Records
and is working on releasing his hip-hop/R &B debut album later this
summer. Currently living in Chicago, Jason is in the 9th grade and has
aspirations of attending film school after he graduates from high
school. His other interests include basketball, reading entertainment
and sports magazines and listening to music.

JOSEPH WILLIAMS (Adult Simba) has just the right loving feeling as the
lead male vocal on the beautiful ballad, "Can You Feel the Love
Tonight."

Born in Santa Monica, California, Williams has been singing
professionally for over a decade in a career that includes a
three-year stint (1986-89) as the lead singer for the popular group,
Toto. Prior to that, he was a featured background singer for Jeffrey
Osborne and had appeared in the off-Broadway and Las Vegas productions
of "Dream Street," in which he did musical impersonations ranging from
Fred Astaire to Elvis.

As a songwriter, Williams provided music and lyrics to the songs
featured in "Return of the Jedi," "Jaws II" and "The Fury." He
recently wrote his first solo score for a film short called "The
Waiter."

The son of Academy Award-winning composer John Williams, he released
his first solo album ("Joseph Williams") in 1980 at the age of 20. His
early credits also include lead and background vocals on numerous
commercial jingles. Most recently, Williams completed a tour of Japan
and Sweden with Jay Graydon and contributed three songs to that
performer's internationally best-selling record.

LAURA WILLIAMS (Young Nala) is the spirited voice behind Simba's best
pal in the delightful musical extravaganza, "I Just Can't Wait to Be
King."

The multi-talented teen, who lives in Oceanside, California, has been
playing the piano since the age of 3 and continues to win acclaim for
her classical performances. In 1987, she placed first in the Talent
America National Finals for piano in New York and has gone on to
receive other major recognition in this area. As a vocalist, she has
performed with various San Diego area church choirs and was named a
vocal finalist at the 1993 Bach Baroque Festival and at the Golden
Gate International Children's Choral Festival.

Williams' television credits have included a recurring role on the
series, "Amen," guest appearances on "Jake and the Fat Man" and
"Sinbad" as well as roles in several national commercials. Her motion
picture credits include the 1990 comedy, "Downtown." Additionally, she
was featured in the print ad campaign for the Barbara Bush Literary
Foundation and has been very active in a variety of prestigious
community projects.

Among her most recent activities, Williams is a member of the
23-member contemporary gospel recording group, "All God's Children,"
executive produced by Lou Adler for Ode Records. That group made its
debut on "The Arsenio Hall Show" singing back-up for John Secada.

***** 4.00 .8 - Lion King Mistakes (Oopsies!) ************

We all make mistakes. Considering the amount of work that
goes into producing a Disney film, these tiny mistakes are
a credit to the disney name in that, they are the worst
that can be found.

Note:

Excluded from this list are any instances where blood
or injuries disappear in good taste. Yes, it would
have been accurate for Mufasa's entrails and body to
be smeared up half the gorge from the stampede, but
it does not constitute a mistake.


Seeing Spots.

When Simba was a newborn he had a few cub spots on
him. Four on his head and three on his side. We see this
when he first appears and Sarabi licks him awake and
Rafiki anoints him. He must have grown up really fast and
have lost them, because an instant later, when Rafiki
lifts Simba to the crowd, the spots are gone.

The Cat's eyes.

All the lions and lionesses have yellow tinted
backgrounds on their eyes by day. In most of the night
scene's, they turn closer to white. One notable exception
is the fight scene where they stay yellow for all the cats
for some forgotten reason. The mistake appears when
Sarafina is comforting her daughter Nala as Scar talks
about Simba and Mufasa's deaths. The eyes have a yellow
tint, and then for one brief camera switch are pure white.

Zazu's flippin' feathers.

Poor Zazu. Throughout most of the film he has three
tail feathers when standing and four in flight. This is
due to the two center feathers forming a large feather
when standing. The problem is, when he is first seen at
the presentation of Simba and several times in the
Stampede he has from 4 to 8 tail feathers.

Meerkat's Stripes

Every Meerkat that appears, including Timmon has 5
horizontal stripes down their backs. The center or third
stripe is slightly larger. Even for a side view, these
stripes are still visible. However, when Timmon in
singing the introduction to "Can You See the Love
Tonight," His stripes aren't visible from the side. This
occurs twice between camera switches.

Rhino's Ear

In the song "I Just Can't Wait to bt King" Zazu, flies
into the back of a rhino. Look carefully. The Rhino's ear
is drawn on its shoulder.

Flickering Flames

There is a -single- frame missing in the fire at the
end. It is -extremely- hard to see. This was lost due to
a chain being lost on the CAPS hard drive.

Whisker's Whiskers.

When a character is created, he/she is given a
character model for all to refer too. In this movie, all
the adult lions had 5 whiskers on each side of the face.
The lionesses have none. When Simba was shown as a
newborn he has none. Later, when just a young cub, Simba
has 3 whiskers on is right side and 4 on his left. At
least that's how it was supposed to be. Excluding long
shots, where details are not added, the number and
appearance of whiskers on Simba, Mufasa, and Scar changed
over 80 times. Often, it was a case of whiskers
disappearing for a few seconds. From close ups to mid
shots, they disappeared. Three times the 3/4 combo on
simba went to 4/3. In some scenes where Simba was with
Scar, and the Scar crew was probably animating, simba had
a 4/5 combo. Most of the times the number would change
during camera switches. A few times it would change when
a character panned off and the back on. And even once or
twice, they disappeared on a simple pan. This is a
relatively large mistake but it is easily missed.
Hopefully no one got fired.



CHARACTER : L/R - # of times (comments)

Simba : 0/0 - 24 (as cub)
: 0/0 - 11 (as adult)
: 3/3 - 2 (cub)
: 4/3 - 3 (cub - reversal of sides)
: 4/4 - 5 (cub)
: 4/4 - 1 (adult)
: 4/5 - 2 (cub - Scar lead)
: 5/5 - 2 (cub)

Mufasa : 0/0 - 10 (excluding ghost
appearance - no pupils, no
whiskers)

Scar : 0/0 - 21
+
----

TOTAL: 81

***** 4.00 .9 - Sources and Information ******************

Compiled by : Phil "Stokowski" Pollard
Pepo...@Vax1.Acs.Jmu.Edu

I am a Music major (Industry Concentration) at James
Madison University in Harrisonburg, Virginia. The Quarto
was written from my memory and from numerous viewings of
the movie. (12 to be exact) My nickname and IRC handle,
Stokowski, reflects my two loves: Music and Disney
animation. (FYI, Leopold Stokowski conducted FANTASIA)

4.00 .1 The Cast

Was written by me. It is my explination of the
charecters. Hopefully simple and clear. Tanabi and
Sarafina do not have their names spoken in the movie.
They are, however, mentioned in production material and
the various storybooks.

One sidenote: Anyone know the Gopher's name?

4.00 .2 The Quarto (Script)

The original quarto was compiled by myself. The
initial major editing was by Melissa (Martin?)
(Mar...@cc.umanitoba.ca). Puncuation and tweeze
corrections were thankfully performed Joshua Landrum
(Joshua....@math.lsa.umich.edu).

4.00 .3 The Credits

The copy of the film credits was obtained from the
Disney URL page on the WWW (http://bvp.wdp.com/BVPM/)
Which is run by Jim Orcutt (jim_o...@studio.disney.com)
and Yoshi Takahashi (yo...@netcom.com). There was some
editing to make the setup easier to read. However, in this,
there was not a single change in the text.

4.00 .4 The Elton John Lyrics

These lyrics were taken from the lyrics in the CD
insert. All mistakes in the CD insert were corrected to
reflect what is actually heard on the album.

4.00 .5 Lion King Trivia

Again, written by me. All are original. If you are
interested, contact me by E-mail for 101 Beauty and the
Beast trivia questions.

4.00 .6 Promotional Book (Highlights)

These items are quoted directly from the
promotional handbook that was distributed to the theaters.
There is no alteration of the text.

4.00 .7 Lion King Production Notes

This was also obtained from the Disney WWW page.
The only alterations were the removal of extra blank
lines.

4.00 .8 Lion King Mistakes (Oopsies!)

Most of these mistakes I noticed myself. The Rhino
ear and the single frame missing were pointed out to me
by: Micheal "LordBaloo" Lukens (Si...@ids.net). Also, if
this too interests you, I have a list of other mistakes
in other Disney animated features. E-mail me.

>=======<

My personal thanks to all of those who helped me.
Thanks to those of my IRC pals (#Disney) for their support.
Notably Val "Valkerie" Freeman (vfre...@clark.net) and
that one Disney employee who doesn't want his name
mentioned. Thanks to Joe Simmons
(jwsi...@vax1.acs.jmu.edu) and Shelly Boardman
(s1bo...@vax1.acs.jmu.edu) for putting up with my
constant Disney talk. Thanks to Carmike Cinemas for
allowing their employees to watch movies for free off of
work time. And a special thanks to all of you interested
enought to read this far.

I am 19 and now mid way-through my Sophomore year.
I hope to get an internship and/or job Summer of '96. Of
course, I am only interested in the Disney company. If
there is ANYONE interested in getting good music industry
interns (especially at Disney) contact me. JMU has one of
the best Music Industry programs in the nation and we are
always looking for jobs for our graduates. As one final
point for my own little plea here, you will find no one
more dedicated and hard working then myself. This SPARE
TIME project of mind should attest to that.

- Phillip "Stokowski" Pollard
Pepo...@vax1.acs.jmu.edu

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/
/\/\/ \/\/\
\/\/ Fan: \/\/
/\/\ "You are the only person I know who has /\/\
\/\/ shook hands withg Mickey Mouse!!" \/\/
/\/\ /\/\
\/\/ \/\/
/\/\ Leopold Stokowski: /\/\
\/\/ "Oh, no... HE shook hands with ME." \/\/
/\/\ /\/\
\/\/\ /\/\/
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