The Lion King: Film Notes

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"The Lion King"

Production Information

The adventure-filled journey of Simba, a heroic young lion struggling to find his place in nature's "circleof life" and follow in the regal paw prints of his father, the great King Mufasa, forms the basis of WaltDisney Pictures' extraordinary new animated feature, "The Lion King." Set against the breathtakingnatural 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-ageallegory 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 buildingblocks, the film's creative team meticulously and painstakingly crafted the story instead of the moretraditional 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-winninglyricist Tim Rice ("Aladdin") plus composer Hans Zimmer's evocative score and musical supervision, thisstylish, ambitious and magical film provides a delightfully entertaining experience for moviegoers of allages. Innovative uses of technology add to the production's scope and richness, allowing the filmmakersto once again expand the boundaries of their medium by creating images and situations that were neverbefore possible.

"The Lion King" follows the epic adventures of a young lion cub named Simba as he struggles to acceptthe responsibilities of adulthood and his destined role as king of the jungle. As a carefree cub, he "justcan'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" -- thedelicate balance of nature which bonds all animals together -- and cautions him to prepare for the daywhen he will be called upon to lead. Mufasa's evil brother, Scar, hopes that day will never arrive andschemes to do away with the king and Simba so that he can assume the throne for his own tyrannicalpurposes. He and his hyena henchmen -- Shenzi, Banzai and Ed -- lure Simba into the path of awildebeest 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 thePride Lands and never return. A frightened and guilt-ridden Simba flees into exile where he is befriendedby 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 ayoung adult and is able to put his past behind him until a beautiful young lioness, who turns out to be hischildhood friend Nala, arrives on the scene. She tells him of the hard times and suffering that have cometo 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 theresponsibility of his destined role. In a climactic battle with his uncle and an army of hyenas, Simbaattempts to reclaim his rightful place in the "circle of life."

Roger Allers and Rob Minkoff, two versatile Disney veterans whose impressive backgrounds run thegamut 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 animationrenaissance during his 18 years at the studio as producer of "Beauty and the Beast" and as associateproducer of "Who Framed Roger Rabbit," was responsible for overseeing this production. Thomas


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Schumacher and Sarah McArthur, both key players in the recent revitalization of Disney's FeatureAnimation division, served as executive producers. The film's original screenplay is by Irene Mecchi andJonathan 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 vocaltalents. 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 TaylorThomas ("Home Improvement") is a roaring success lending a tone of sincerity and humor to the curiouscub. Simba's voice as an adult belongs to popular actor Matthew Broderick, who brings the proper blendof comedy, compassion and complexity to the character. The unmistakable roar of King Mufasa comesfrom renowned actor James Earl Jones, one of the most popular and recognizable voices in the world. Hisdeep, distinguished tones are just right for this brave, magnificent lion who is deservedly the pride of thePride 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 gaincontrol of the Pride Lands. Ready to do his bidding are a laughable trio of hyena henchmen who may beat the bottom of the food chain, but are tops at stirring up laughter and treachery. Academy Award-winnerWhoopi Goldberg lends her impressive comic talents to the vocalizations of Shenzi while Cheech Marinchases down lots of laughs as the bedraggled Banzai. Versatile vocalist Jim Cummings uses an expressiverange of laughs from giggles to guffaws to add personality to a slap-happy hyena named Ed, a crossbetween Harpo Marx and Ed McMahon.

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

"'The Lion King' is very much in the great Disney tradition of using allegories with animals forstorytelling 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 'OneHundred 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 muchhas its roots in those films and I am personally delighted because it opens up whole new worlds for us instorytelling."

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


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"'The Lion King' is essentially a love story between a father and a son," says producer Don Hahn. "It'sabout that moment in life when you realize that your father is going to pass on to you his wisdom andknowledge. The circle of life. Someday we all become adults. The baton will be passed on to us and we'regoing to have to grow up."

For Jeffrey Katzenberg, who, as chairman of The Walt Disney Studios, has taken a deep interest andcreative 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 fromone generation to the next. For every single human being, there is a special moment when they go frombeing a child to an adult and must take on the responsibility that goes with it. For most people, it happensout 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 theprocess. Whether you're 5 or 85, it is something everyone can relate to instinctively or through personalexperience."

To prepare the filmmakers for the daunting task of capturing the vast natural beauty of Africa inanimation, 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 visualsthat make this film so special and unique. Close encounters with real lions and other jungle animalshelped shape and define the roles the characters would play in the film. The numerous sketches, photosand videos they brought back with them enabled art director Andy Gaskill and production designer ChrisSanders to add authentic flavor to the reality-based "fantasy Africa" they were creating for the film. Theunforgettable images of fiery sunrises, velvety-blue nights, dusty gorges, lush green jungles and theearthtone 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 itslengthy production schedule, the film presented many challenges. In the end, more than one milliondrawings were created for the film, which is made up of 1,197 hand-painted backgrounds and 119,058individually colored frames of film.

The release of "The Lion King" comes at a time when Disney Feature Animation is experiencing newpeaks in worldwide popularity and the studio has entered its most prolific period of production, expansionand 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 inthe art form and create a new appreciation and sense of excitement as to its possibilities. Under theguidance of Roy E. Disney, Jeffrey Katzenberg and Peter Schneider, Walt Disney Feature Animation hasgrown from 150 employees to nearly 900 in just the last 10 years. The studio is currently at work on twoanimated 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 otherprojects now in development are adaptations of a Chinese legend, the story of Hercules and the classictale 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 departmentof Disney Feature Animation more than four years ago. The project was initially called "King of theJungle" and, like most animated features at Disney, its development was evolutionary, taking years tocreate 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," "TheRescuers" and "The Great Mouse Detective," "The Lion King" is an original story not based on any


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previously published account.

According to producer Hahn, "The strength of our process here at Disney is the ability and willingness tothrow things out, move things around or try something completely different. For example, the song 'CanYou 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 tremendousasset to the film. Minkoff and Allers' interest and participation in theater also prepared them well for thiscurrent 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 underpinningof the whole story is the father-son relationship. At one point in the film, Simba steps into his father's pawprint and we see this image of his little paw in an enormous print. It is very symbolic. When his father istaken away from him too soon, he feels unworthy and inadequate. My favorite part of the film is when hisfather 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 relationshipbetween a father and a son. It is just as crucial and interesting in its own way, but a real different subjectand 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 fallback on. There is no structure to begin with. Sometimes we found ourselves in left field and didn't know ituntil we were way out there. The story changed quite a bit from the initial idea that Simba would staywith the pride after his father's death. It was our job to make the main character likable and sympathetic. Itwas 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 verypassionate about this film and helped me to approach it with lots of new insights about the animals andthe environment. It also gave us the idea for 'Hakuna Matata,' which is a very popular expression overthere. Rafiki's 'nonsense' rhyme -- Asante sana. Squash banana. We we nugu. Mi mi apana. -- also cameout of that trip. It was a schoolyard chant that our guide made up when he was a kid and used to sing justfor the heck of it. I wrote it down in my notebook because it was so amusing and it worked perfectly whenwe 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 revampthe story. For two days, Don Hahn presided over the intensive discussion that included the two directorsand Chapman. Also attending were Kirk Wise and Gary Trousdale, the directing and story-savvy duoresponsible for "Beauty and the Beast." What emerged was a character makeover for Simba and aradically revised second half of the film.

By that summer, screenwriter Irene Mecchi was brought on board to help further develop the charactersand define their personalities. Several months later, she was joined by Jonathan Roberts in the rewritingprocess. Working together as the "Nick and Nora Charles" of the animation department and inconjunction with the directors and story team, they tackled the difficult unresolved emotional issues in thescript 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


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constantly going back and putting another layer on. Because the film is in production for such a longperiod of time, there are always opportunities to improve and re-address issues and to contribute to thegrowth of the characters."

Roberts adds, "As a writer, working on an animated film is very satisfying because the storyboard processlets you instantly visualize what you have written and see your work immediately in picture form. Therecording sessions are kind of like out-of-town tryouts for a play. You're able to hear the actors speakingyour lines and then you have the luxury of being able to go back and adjust the dialogue. The wholeprocess is very collaborative and it is a big satisfaction to hear moviegoers of all ages reacting to yourlines."

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 bestways to visualize and stylize the African settings so that they would serve the needs of the story and stillbe realistic enough to be believable. The trip to Africa had given Allers, Chapman and productiondesigner Chris Sanders a profound new appreciation for the natural environments and inspired them tofind ways to incorporate these elements into the design of the film. Art director Andy Gaskill played a keyrole in defining the film's aesthetics with his color sketches, numerous workbook drawings andsuggestions for everything from character design to layout and effects. His interpretation of the openingmusical sequence, "Circle of Life," in terms of composition, staging and design set the tone for thestylized 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 thesame sense of grand sweep and epic scale that David Lean put into 'Lawrence of Arabia' and to have thatsame 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 otherwords, to get a real sense of nature and to feel as if they were there. It's very difficult to capture somethingas 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 andrejuvenation. In terms of the locales, we ended up creating a 'fantasy Africa' using real elements andheightening their reality. We grabbed places from all over the continent -- Kenya, the Ivory Coast, evenCasablanca -- and put them into one film. N.C. Wyeth's paintings inspired us with their powerfulcomposition, 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 illustratedcharacters 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 thesame 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 depictedtremendous scope and beautiful lighting was a tremendous inspiration. Watching some of the epic westernfilms 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 seemreal and alive. "There are a lot of scenes with leaves rustling in the wind, grass blowing and lion's manesmoving in the breeze," he says. "It is very time-consuming to animate, but it implies an atmosphere and a


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weather condition that you can't get any other way. In other scenes, we have moving clouds castingshadows and changing light patterns onto the ground below. Without these things, the scene wouldn't benearly as special."

Background supervisor Doug Ball and his team of 20 artists get much of the credit for adding depth andrealism 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 extraordinarywork of effects supervisor Scott Santoro and his team also added an extra dimension to the film with theirdetailed portrayals of a wide variety of natural elements. In his role as artistic coordinator, Randy Fullmerworked closely with all the different departments and made sure the overall look of the film wasconsistent and true to the integrity of the artistic vision.

Dealing with the sprawling, horizontal African landscapes proved to be another challenge for Gaskill andDan St. Pierre, the film's layout supervisor. "In a picture like 'Aladdin,' you've got architecture, clothingand a whole array of human artifacts that help to define scale," says St. Pierre. "In this film, all we hadwas grass, trees, dirt and rocks to work with. When you're dealing with a character like a lion cub that'sonly 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 lethis imagination run wild for the film's more fanciful sequences and stylistic departures. His distinctlygraphic approach is evident in two of the musical numbers -- "I Just Can't Wait to be King" and "HakunaMatata" -- 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 ThreeCaballeros" as being a major influence on his desire to become an animator, wanted to experiment withthe visuals for "I Just Can't Wait to be King." He recalls, "During this particular song, the animals behavemuch differently than they do in the rest of the film. I kept thinking that it would be extremely odd if theserealistic animals suddenly started singing, dancing and piling on top of each other, so I suggested that wediverge 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," Sanderscontinues. "Using many of the natural patterns that we observed in Africa, we set out to create a cub's eyeview of the monarchy. From the moment Simba jumps into the scene, the whole landscape dissolves fromone world to another. We used brighter colors, bolder shapes and a whole different design approach tomake it look different."

THE MUSIC

No Disney animated film would be complete without those memorable musical moments where thecharacters 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 broughttogether a trio of musical talents to create one of the most integral, sophisticated and delightfulcollaborations in the studio's history.

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

Lyricist Tim Rice was the first member of the music team to join the project. He recalls, "The studioasked me if I had any suggestions as to who could write the music. They said choose anybody in the


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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 himand to my amazement, Elton said yes."

Executive producer Tom Schumacher was dispatched to London to present the story to Elton andpersuade him to participate in the project. "We were terrified at first to even approach him," recallsSchumacher, "because we thought he might be extremely busy or difficult to work with. Instead, wefound him to be a very interested and insightful collaborator who was a big champion of turning this storyinto a musical. We showed him drafts of the script and screened the rough cut of the film for him onseveral occasions. He provided numerous comments and notes, which we incorporated into the film andwhich benefited the overall production. With Tim as our main creative liaison, Elton became an importantpart 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" andspend the next six months collaborating with composer Alan Menken on the Academy Award-winningballad, "A Whole New World," as well as the song "One Jump Ahead" and a reprise of "Prince Ali" sungby the villain Jafar.

Elton confesses, "I actually jumped at the chance because I knew that Disney was a class act and I likedthe story line and the people immediately. The Disney films last forever and children watch them andadults watch them and get just as much fun out of them. For me, this project was exciting and challengingbecause I had to write differently from what I would write for myself. I was pleased that the story wasabout 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 moviethey've ever made."

Elton and Tim had known each other for many years and actually collaborated on several occasions in thepast, including the song "Legal Boys" for Elton's Jump Up album in 1982. Rice, whose distinguishedcredits include partnerships with such celebrated composers as Sir Andrew Lloyd Webber, PaulMcCartney and the late Freddie Mercury, found this latest assignment to be a true pleasure but a majordeparture 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 oneof 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 toget 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 andwriters during the production. Once the lyrics and placement of the songs were agreed upon, Rice wouldserve 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 alwayssaid 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 theafternoon. He didn't want it before. By half past three, he'd finished writing and recording a stunningdemo."

Of the five songs that Elton and Tim wrote for "The Lion King," "Circle of Life" stands apart as beingperhaps the most meaningful to the theme of the film. The song, which was the third to be written by theduo, worked so well, in fact, that it became the "anthem" and was chosen to open the film without any


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establishing dialogue. The main vocal is delivered in an impressive and powerful gospel-style by CarmenTwillie, 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 isan island. This powerful song seemed to set the agenda for the film and I think it's a very dramaticopening to the movie."

Much of the power and drama of that song and the film's overall musical impact derive from thecontribution of the third major player on the music team -- composer/arranger Hans Zimmer. Zimmer hadwritten many brilliant film scores ranging from "Rain Man" to "Thelma and Louise," but it was his workon an African-themed project called "The Power of One" which really impressed the filmmakers. Hisgenius for conceptualizing music and experimentation helped to transform Elton's essentially westernpop/rock/gospel tunes into fully realized African-flavored melodies complete with authentic Zuluchanting, 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 andSouth 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 greatsongs and then having Hans Zimmer turn them into what they are in the film," says Hahn. "Elton's gift iswriting memorable, unforgettable melodies that move you. He puts his emotions into his music, which isbeautiful and stunning. Hans brings an added dimension to those songs through percussion and theemotion of the voices. It gives a tremendous sense of emotion and a feeling of locale and is very much acelebration of African music. In a sense, he is the final storyteller with his ability to underline theemotions 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 whateverI 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 fillingin the colors as I go along."

The decision to use extensive choir vocals was Zimmer's. He explains, "Musicians playing an instrumentare basically just trying to get as close to the emotion of a human voice as possible. So I thought I'd gostraight to the source and get some really great singers together for this. The voice speaks to youemotionally 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 rightchoral 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 withMbongeni 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 theapproval of composer Elton John. "Hans has done a fantastic job," says Elton. "It was written as a straightsong and it was his idea to give it an African slant and make it like a chant. His arrangement really made adifference to the song and the movie's opening. It fits in beautifully. I have tremendous respect for histalent as a writer/composer."

Zimmer contributed in many ways to the overall emotional impact of the movie with his songarrangements and evocative score. "I think music is a great way of telling a story especially where words


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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 thiscritical 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 besung 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 filmmakersagreed with him. Joseph Williams and Sally Dworsky provide the singing voices for the two lovers withKristle Edwards lending support. The original lyrics to "Can You Feel the Love Tonight" can be heardover 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 hedescribes as "Eddie Cochran meets Motown" in terms of style. Rice's lyrics reveal the young lion cub'sambitions and lend themselves to the fantasy-based visuals that accompany the song. Jason Weaver, whoplayed a young Michael Jackson in the 1992 telefilm, "The Jacksons: An American Dream," is heard asSimba 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, asZazu, also offers a few musical meanderings.

Jeremy Irons makes his screen singing debut on "Be Prepared," as the villainous Scar bares his teeth andambitions 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 seesit as "a classic villain's song where Scar gets to twirl his moustache and hatch his plot. It launches into akind 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 theSwahili expression for "no worries." Delivered with great fervor and panache by Broadway veteransNathan Lane and Ernie Sabella, in their respective roles as Timon and Pumbaa, this song presents anopposing philosophy to the one offered in "Circle of Life" and provides a few musical clues as to whatSimba's life will be like with his new companions. Jason Weaver and Joseph Williams both take turnssinging 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 enlistedthe expertise of today's top specialists to teach his crew some of the fine points of animal behavior andanatomy.

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. Hetaught them how lions greet one another by gently butting heads and show affection by placing one's headunder the other's chin. He talked about how they protect themselves by lying on their backs and usingtheir claws to ward off attackers and how they fight rivals by raising on their hind legs like a clash of thetitans.

Anatomy consultant Stuart Sumida, a biology professor at Cal State, San Bernardino, also helped theanimators get a better understanding for their character's movements through his informative lectures at


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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, theLos Angeles Zoo, the San Diego Zoo and Wild Animal Park, the Metro Zoo in Miami and the LivingDesert 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 theanimation department while Nick Toth of Cougar Hill Ranch corralled some of his large cat "pets" to helpthe cause.

According to producer Don Hahn, "Animators go through essentially all the same processes that any actordoes, 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. Formany, this was the first opportunity to animate quadrupeds since "Oliver & Company" in 1988. Here, thestakes 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 firstartist assigned to "The Lion King." His initial job was to research different forms of animal locomotionand lay the groundwork for his colleagues who would soon be joining the production. He watched everywildlife documentary he could get his hands on, made numerous sketches and workbooks, and analyzeddifferent 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 theirmovements 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 morewe 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 faras creating personality in four-legged animals goes. I really liked the way Tramp delivers his lines whilehe'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 andvulnerability in his delivery, which really gave me something to go on and made it easier for me to fleshout my performance."

Director Minkoff adds, "Matthew was able to humanize the hero character for us with his performanceand give Simba a lot of depth. Sometimes heroes end up becoming 2-dimensional because they are verydifficult roles to approach. Matthew brought a great deal of sensitivity and thoughtfulness to the rolealong 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 toanimate 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, Ilearned to concentrate on the overall body attitude -- the angle of the head and the facial expressions.


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Sometimes, very subtle things like raising an eyebrow let you show what the character is thinking. Youhave fewer things to work with but I think it can be as powerful in the end if you really understand thescene and get the acting right."

In the case of Scar, Deja used the character's walk to express personality. "His walk is totally differentfrom the other lions. He's usually lower to the ground because he's sneakier. He has more of a glidingwalk, 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 actorJeremy Irons. "As a voice talent and actor, he was able to do so much with the dialogue and was a greatspringboard for the character," recalls Deja. "He had a way of playing with the words and twisting themso that they would come out very sarcastic and always a bit unexpected. I would watch him at therecording 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 wouldgive us so many different interpretations that it became difficult for us to pick which was the best. He is acraftsman with his voice and was able to give all kinds of inflection and nuance. He brings to thecharacter 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'tthink about drawing, we think about acting," continues Deja. "My job is to figure out who this character isand what he's going through emotionally at any given point. You have to know what his likes and dislikesare and how he feels about himself and the other characters. Jeremy does the voice, but the performanceand how he would move and act is really up to me. I have to come up with that performance that you seeup there on the screen."

Some of Iron's physical traits also had an influence on Deja's design for the character. "There was adarkness 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 theanimation and design of Gaston in "Beauty and the Beast" and Jafar in "Aladdin." His reputation asDisney'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'realso a lot more challenging from an animation standpoint. In the case of Scar, he is probably the most evilof all the villains I have worked with. He enjoys playing with his victims and there are many differentlevels 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 thisentertaining assignment. Voice talents Nathan Lane (Timon) and Ernie Sabella (Pumbaa) were similarlyoff-stage friends who had worked together in the recent Broadway revival of "Guys and Dolls" andproved 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 inmaking 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 watchinghim at the recording sessions provided some wonderful material. He has these really distinct eyebrows


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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 amoving 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 doingwould work with what he had in mind for Timon. There's a lot of interplay between the two charactersand 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 bysupervising animator Ellen Woodbury, only the second female in the studio's history to hold that title. Inaddition to studying endless footage of birds, her research included a first-hand encounter with JimFowler's visiting hornbill, analyzing skeletons and muscle systems for birds and a trip to a Palm Desertaviary.

"You somehow have to invent the sensation of what it's like to fly," remarks Woodbury. "Watching birdsfly 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 reallyhelped me to internalize the process and pretend that I was moving through the scene the way Zazuwould. Rowan Atkinson's voice is incredibly rich and listening to his readings gave me so much to workwith."

For supervising animator Mark Henn, a 14-year Disney veteran who is based at Disney's Floridaanimation studio and is among the studio's top talents, his latest assignment overseeing young Simba wasone of his best. "The thing that really excited me about this film was its emotional content," says Henn. "Itis very powerful and the struggles that Simba goes through, the highs and the lows of his life, is what setsthis film apart for me. The challenge for us as actors and animators was to 'get into his paws' and take thatfeeling and keep building on it. In order for the film to work, the audience has to really like Simba and bewilling 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, Mufasaand Simba, directors Allers and Minkoff wanted to create something with the same visual impact as thedramatic events that were unfolding. The script called for thousands of stampeding wildebeests to pourover 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 thescene. Five specially trained animators and technicians in this department spent over two years creatingthe impressive 2-1/2 minute sequence, which represents a new level of sophistication for the art form anda dramatic highlight for the film.

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

"Occasionally, there's an effect that the directors want in a film that would be virtually impossible to dowith traditional animation techniques," explains CGI supervisor Scott Johnston. "That's where computer


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animation can sometimes make a difference. A stampede of thousands of wildebeests would be toolaborious to create by hand but animators working with computers can figure out what the behavior of theanimal is and replicate it. We can also create all the camera angles that the scene requires and match themto the landscape of the environment."

Starting with a 2-dimensional model sheet and some conventional hand-drawn rough animation, createdby supervising animator Ruben Aquino, Johnston and his CGI team were able to generate 3-dimensionalrepresentations of a wildebeest inside the computer. Once this digitized computer version existed, thecamera 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 thebehavior of herds of wildebeests without having them bump into each other," says Johnston. "Wedeveloped 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 acertain random quality. Effectively they could all be doing different things with the library of behaviorincluding 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 wildebeeststampede and the film's other hand-drawn elements (backgrounds and effects). "The object is to make thewildebeests 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 thingsfaster 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 inthe 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 (ComputerAnimated Production System) continues to lead the industry in innovation with new applications beingused on each successive film. The result is richer, more detailed animation than has ever been possiblewith 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 zebrabelow is one such example of this new technology at work. In terms of art direction, the CAPS systemoffers the filmmakers a virtually limitless number of options in staging and color selection and allowsgreater depth and dimension in compositing characters.

THE FILMMAKERS

ROGER ALLERS (Director) makes his feature film directing debut on "The Lion King" following aprolific two-decade career in the medium that has included everything from character design andanimation to story supervision. He has been instrumental in shaping the structure and dialogue for the lastsix Disney animated features, serving as official head of story on "Oliver & Company" and "Beauty andthe Beast" and contributing to "The Little Mermaid," "The Prince and the Pauper," "The Rescuers DownUnder" and "Aladdin" in a senior story capacity.

Born in Rye, New York and raised mainly in Scottsdale, Arizona, Allers became hooked on animationwhen 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 timeat all, he was drawing basic poses with Donald Duck and other assorted characters and reading books on


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the art of animation. In high school, he gave up his goal of animation, discouraged by the death of WaltDisney.

At Arizona State University, Allers honed his artistic skills by studying drawing and painting. Afterreceiving his degree in fine arts, he spent the next two years traveling and living in Greece. During thattime, he did a lot of drawing, spent some time living in a cave and met his future spouse. In 1973, he andhis wife moved to Boston, where he sat in on an animation class at Harvard and renewed his interest inthe medium. Armed with a 15-second film and his college portfolio, Allers applied for a job withLisberger Studios, headed by Steven Lisberger, who would go on to direct "Tron" for Disney, and washired 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 andanimation on that film. This was followed by a six-month stint as part of the storyboard team creating theinnovative Disney live-action fantasy, "Tron."

In 1980, Allers and his family moved to Toronto, Canada, where he worked for Nelvana Studios as ananimator on a feature called "Rock & Rule." This two-year assignment was followed by a return to LosAngeles, where he provided character design, preliminary animation and story development for theJapanese-produced feature, "Little Nemo: Adventures in Slumberland." He went on to live in Tokyo forthe 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 modelsheets as a tryout, he worked on a portfolio and was hired shortly thereafter. He eventually went on tobecome the head of story on that film and has worked, in some creative capacity, on every animatedfeature that Disney has produced since that time. Following "Oliver," he went to work on "The LittleMermaid."

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

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

ROB MINKOFF (Director) has played a major creative role in Disney's feature animation department forover a decade. He began his association with the studio in 1983 following a three-year stint at CalArtsstudying character animation. As director of "The Lion King," he brings his extensive background inanimation, 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 keenappreciation for animation. Repeated viewings of the family's 8mm film collection, which includedexcerpts from Disney's "Sleeping Beauty," added to his fascination and allowed him to view the actionone frame at a time. As a teenager, while babysitting for friends, he discovered Christopher Finch'slandmark 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 werementioned in the book's dedication. "My whole dream of working for Disney was wrapped up in thatbook," recalls Minkoff. "The whole notion that you could make things come to life really amazed me."


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Ironically, he and Finch finally met and worked together on the author's latest book, Hyperion's The Artof The Lion King.

Minkoff has been actively involved in theater since the age of 10 and his numerous stage appearancesinclude productions for the Palo Alto Children's Theater, Theater Works and his high school dramaticgroup. He was also featured in his high school's madrigal group, which performed at several importantgatherings including the candlelight vigil for Mayor Moscone and Harvey Milk where they sang back-upfor Joan Baez. By this time, the thought of becoming an animator was already firmly implanted in hismind. Following graduation, the decision to attend CalArts in Valencia and pursue his dream seemed tobe 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 animationand 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 GreatMouse Detective" including the title character, Basil. Moving quickly through the ranks, he became ananimator 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 earlytreatment of "Beauty and the Beast." He also contributed to the character design and experimentalanimation 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'sAudition," a 5-minute film for The Disney-MGM Studios combining animation and live-action andfeaturing cameos by Mel Brooks, Angela Lansbury and even Roy E. Disney, who made his acting debutappearing as his legendary uncle, Walt Disney. He spent the next year preparing to direct a feature-lengthsequel 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 ongoingassociation with Warner Bros. animation legend, Chuck Jones, for a great deal of inspiration. "I metChuck during my first year at CalArts and he became a mentor to me" recalls the director. "I had alwaysbeen a big fan of his and having the opportunity to learn from him has really meant a great deal to meprofessionally as well as personally."

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

Born in Illinois and raised in Southern California from the age of 3, Hahn developed an interest inanimation and especially music at an early age. During high school, he performed as a member of the LosAngeles Junior Philharmonic and he went on to study music and art at Cal State Northridge. Heentertained the notion of becoming a professional orchestral percussionist for a time before joining The


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Walt Disney Studios in 1976 and beginning his career in animation on "Pete's Dragon." Hahn went on towork 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 animatedfeaturette, "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 filmcombining animation and live-action, for the Sneak Preview Theater at The Disney-MGM Studios inFlorida.

In 1987, Hahn moved to London to serve a two-year stint as associate producer, along with acclaimedanimation director Richard Williams, on "Who Framed Roger Rabbit." He re-teamed with theirrepressible toon rabbit again as producer of his first short film, "Tummy Trouble," which was directedby 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 LionKing" through her collaborative efforts with Jonathan Roberts and the film's story team. This is her firstanimation 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 aspirationsto 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 afull-time basis. Mecchi's first network writing assignment was on the Emmy Award-winning Lily Tomlinspecial, "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 newspapercolumnist Herb Caen's witty observations of San Francisco. The play was "work-shopped" at ACT andled Mecchi to edit two books of Caen writings, which were published in 1992 and 1993: The Best of HerbCaen: 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 shortcalled "Recycle Rex." That film encouraged younger viewers to "recycle, reduce and reuse" wastematerials.

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

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

Born in Boston, Roberts studied English literature at Brown University and took a summer graduateprogram on book and magazine publishing at Harvard before launching his professional career in New


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York. Starting as a publicist with Workman Publishing, he left to write projects of his own. His first breakcame as a contributor to the popular satirical publication, The '80s: A Look Back, published in 1979. Hewent on to even greater success with his next book, The Official Preppy Handbook, which he conceivedof and co-authored for Workman. That book went on to become a New York Times bestseller andremained on the charts for over a year.

An assignment to write a social satire on Southern California lifestyles brought the native East-Coaster toLos Angeles in 1981 and resulted in the book, How to California. While there, he stayed with his oldcollege 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 Reinerdirected their finished screenplay and Roberts decided to stay in California.

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

As a journalist, Roberts has written for The New York Times, Village Voice, Harpers, Vanity Fair andserved 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 animationdepartment. He is currently working on other Disney animated projects, including an adaptation of RoaldDahl's famous fantasy novel, "James and the Giant Peach."

LINDA WOOLVERTON (Screenwriter), the acclaimed writer of Disney's animated and Broadwayadaptations 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 toreceive her master's degree in theater for children at Cal State, Fullerton. Following graduation, shestarted her own children's theater, for which she performed, wrote and directed productions that traveledaround to schools, shopping malls, churches and local theaters. She also spent time as a creative dramaticinstructor, a substitute teacher at the junior high school and high school levels and wrote two young adultnovels -- Starwind and Running Before the Wind -- before moving into the area of film and television. In1980, she began a four-year stint as an executive with CBS Television, where she was involved indeveloping late night programming.

Turning her attention to writing full-time, Woolverton began getting assignments on Saturday morningand syndicated animated programs and wrote episodes for such shows as "Teen Wolf," "The BerensteinBears" and "Chip n' Dale's Rescue Rangers." When one of her novels came to the attention of a Disneyanimation executive, her ambitions to write an animated feature were realized and she was hired to workon "Beauty and the Beast," which went on to become a multi-Golden Globe Award-winner and AcademyAward 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 inApril, 1994.


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Woolverton and her husband have one daughter, named Keaton.

TIM RICE (Lyricist) follows his Academy Award-winning assignment on "Aladdin" and his re-teamingwith composer Alan Menken on the current hit Broadway version of "Beauty and the Beast" with thislatest 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 andappeal.

Born in Buckinghamshire, England, Rice entered the world of popular music as the lead singer for a popgroup called the Aardvarks (1961-63) and went on to sing occasionally with other `60s rock groups. Hisfirst published song, "That's My Story," appeared in 1965, the same year he met another aspiringsongwriter 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 withtheir collaborations on "Joseph and The Amazing Technicolor Dreamcoat" (1968), "Jesus ChristSuperstar" (1970) and "Evita" (1976). Webber and Rice have also written songs together that have notappeared in shows including "It's Easy for You," which was recorded by Elvis Presley in 1976. The teamalso 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 medievalminstrel, with music by Stephen Oliver, which enjoyed a year's run in London and has since beenproduced by schools and professional companies around the world. In 1986, his collaboration with BjornUlvaeus and Benny Andersson of the Swedish supergroup ABBA resulted in "Chess," an internationallybest-selling record (including "One Night in Bangkok" and "I Know Him So Well") concert and stage hitin London and many other countries.

Rice's recent stage efforts also include "Tycoon," an adaptation/translation of the Michel Berger-LucPamondon 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 Carnesand others.

Throughout the course of his distinguished career, Rice has worked with such other notable composers asMarvin Hamlisch (for Lauren Bacall, Bing Crosby, Jack Lemmon and George Burns), John Barry (themain title song "All Time High" for the James Bond film, "Octopussy"), Mike Batt (including DavidEssex's "A Winter's Tale"), Paul McCartney, Paul Jones, Francis Lai, Vangelis, Rick Wakeman and thelate Freddie Mercury (songs for his album with opera diva Montserrat Caballe). In 1981, Rice and singerElaine Paige formed their own record label, EP Records, and have since released several best-sellingalbums 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 andindependent 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 theUniverse." He went on to write a 15-part history of Western pop music for the BBC World Service in1986.

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


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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 300books to date, principally in the fields of art, travel, sports and entertainment. Authors include Terry Jonesand Michael Palin among others.

Rice occasionally sings and has produced a concert entertainment entitled "Tim Rice and Friends." He isalso co-lead singer of a `60s rock band called "Whang and the Cheviots," which plays whenever theoccasion arises. The songwriter also starred in the 1982 BBC film, "Three More Men in a Boat," forwhich 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 animatedversion of "Aida," which is now in development.

Legendary singer/songwriter ELTON JOHN (Composer) was recently inducted into the Rock and RollHall of Fame. With the 1992 release of "Don't Let The Sun Go Down On Me" (duet version with GeorgeMichael) and "The One," John not only tied Elvis Presley for the most consecutive years of Top 40 hits onBillboard's Top 100, but he also became the only artist to have reached the Top 30 for 23 uninterruptedyears. 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 thetop 40.

During spring, 1993, John also received numerous platinum accolades with his Greatest Hits albumreaching 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, secondonly to the status of Presley.

Recording and touring have not been Elton John's only activities. In November 1992 he founded the EltonJohn 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 "TheLion King" with his brilliant score and musical arrangements. As part of the trio of musical talentsworking on this film, the gifted composer took a special interest in the project and experimented withmany exciting musical elements and techniques throughout the production. His contributions add animportant layer of emotion and entertainment to the film and have a direct impact on its storytellingappeal.

A pianist since age 3, Zimmer is a pioneer in the use of digital synthesizers integrated with advancecomputer 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 groundbreakingfilm about South Africa, and produced the soundtrack for Bertolucci's Academy Award-winning "TheLast 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 WaltDisney Feature Animation and is responsible for overseeing the development of all new feature projects


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THE VOICE TALENTS

(in alphabetical order)

ROWAN ATKINSON (Zazu) is in fine feather as the voice of Mufasa's major-domo assigned to thethankless 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 "BlackAdder," adds a delightful vocal interpretation to the character while supervising animator Ellen Woodburyand 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 OxfordUniversities before turning his attentions to performing. In 1977, he attracted wide critical acclaim at theEdinburgh 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 spawnedfour series, best-selling albums and books and earned the British Academy Award. Atkinson himself wasnamed 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 forComedy Performance of the Year. In 1983, he embarked with writer Richard Curtis on their situationtragedy, "Black Adder," for the BBC. Over the ensuing five years, the series' four seasons won threeBritish Academy Awards, an International Emmy, three ACE Awards, etc. Atkinson was again namedBBC 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. Healso did a second West End one-man show in 1986, which went on to Broadway and was staged in otherparts of the world as well.

His most recent and recurring television undertaking is the silent comedy series, "Mr. Bean," for ITV andHBO. 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 newepisodes 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 thetongue-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 lovedthem ever since I saw 'Snow White' when I was a kid. I thought 'The Lion King' was a great story and itwas fascinating to collaborate with the directors and animators and to see it evolve. Instead of sending youa script, they take you into a big room and show you pictures as they talk you through the story with apointer.

"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 haveenough time. On this film, they were able to re-do things until they got it just the way they wanted it. Asan actor, I took my part very seriously and gave it everything I had. The only real difference was I didn't


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have to worry about how I looked."

Born in New York City, the son of artist Patricia Broderick and the late actor James Broderick, Matthewmade 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 Awardas Best Supporting Actor and a Villager Award for his performance in Harvey Fierstein's drama, "TorchSong 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 Simonprojects -- the Broadway production of "Brighton Beach Memoirs" and the feature film, "Max DuganReturns." The play earned the actor a Tony Award. His relationship with Simon continued as he went onto 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 WeNever Met." For television, he starred in the Showtime production of Athol Fugard's "Master Harold...andthe Boys."

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

NIKETA CALAME (Young Nala) is the spirited voice behind Simba's young soul mate. The talentedteen 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 isstudying acting and singing. Calame has appeared in the Hanna-Barbera "Rappin' and Rhyming" video aswell as in several local stage productions and dance competitions. She will soon be heard as part of a newrecording 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 virtualcatalogue of laughs for the character and is responsible for generating more than a few from moviegoerswith his vocal "Jim-nastics."

Cummings is one of the busiest and most versatile voice talents in Hollywood today. For Disney alone, hehas 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 syndicatedshows for "The Disney Afternoon" lineup -- "Darkwing Duck" and "Bonkers." In the latter series, he evenplays opposite himself as Bonker's sidekick, Detective Lucky Piquel. His extensive television animationcredits 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 Karnageand King Louis the Ape), "Goof Troop" (Pete) and "Aladdin" (Razoul and Farouk). Among his Disneyanimated 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 othercredits include 120 episodes of "Dumbo's Circus" for The Disney Channel and numerous radio and


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television commercials.

WHOOPI GOLDBERG (Shenzi) acts less than sisterly as the leader of a hyena trio recruited to doScar's evil biddings. The multi-talented actress brings her superb comic timing to the role and proves justthe 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 onbehalf of children, the homeless, human rights, substance abuse and the battle against AIDS, as well asmany other causes and charities.

Born and raised in New York City, Goldberg worked in theater and improvisation in San Diego and theSan Francisco Bay area, where she performed with the Blake Street Hawkeyes theatre troupe. It was therethat she created the characters which became "The Spook Show," which then evolved into the hitBroadway 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 earnedan 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 shereceived 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 recentlycompleted filming "Corrina, Corrina."

On television, Goldberg appeared for five seasons on "Star Trek: The Next Generation," co-starred withJean Stapleton in "Bagdad Cafe" and hosted her own syndicated late-night talk show, "The WhoopiGoldberg 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 debutwith her first children's book, Alice.

ROBERT GUILLAUME (Rafiki) lends his impressive talents to the voice of a mystical baboon, whoplays a key role at different stages of Simba's life. Eccentric but wise, Rafiki is a delight to watch and isresponsible 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 reallyis. 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 therecording sessions, anything goes. You're free to be creative and go with what you feel. It's like being onstage, 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. Histwo 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 theMetropolitan Opera, but put those ambitions aside to serve in the Navy and attend Washington Universityas a bu

Documents

The Lion King: Film Notes