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© Disney Enterprises, Inc. All rights reserved.

LARGE FORMAT CINEMA SPECIAL EDITION PRODUCTION INFORMATION



Still the mightiest animated feature of them all and the undisputed "king" of the box office, Walt Disney Pictures' "The Lion King" roars to life as never before with its dazzling Large Format Cinema debut. Reformatted specifically for the Giant Screen from the film's original digital elements, this special limited engagement in IMAX® Theatres and other Large Format cinemas offers moviegoers a chance to experience one of the greatest animated adventures of all time on the most majestic canvas imaginable. The original filmmaking trio -- producer Don Hahn and directors Roger Allers and Rob Minkoff -- joined forces with a team of top artists and technicians to oversee the creation of this new Large Format version that boasts added detail, richer colors, a newly remixed soundtrack, and a theatrical experience uniquely suited to capture the scope and beauty of its African settings.

Thomas Schumacher, president of Walt Disney Feature Animation and executive producer of "The Lion King," observes, "'The Lion King' has had a massive impact on moviegoers around the world and on our Studio. It has struck a chord and become part of our culture. The film has been translated into 32 languages from Swedish to Zulu, because its message about community, stepping up and taking your place, accepting responsibility, resonates no matter where you go. From the day that it was first released, the film has been something that people wanted to share. They wanted to share its universal message, its content, its fantastic look, the great music, its powerful theme. And the great thing about this Large Format release is that they can go and share the experience all over again. So much of the film benefits from the Giant Screen experience."

According to Hahn, "Seeing 'The Lion King' on the Giant Screen is a very special way to experience the film. It not only allows you to watch the movie; it allows you to kind of be in the movie. Large Format screens are six to eight stories tall and surround you with images. Your whole periphery of vision is filled with images, not only east and west, but north and south. And the sound surrounds you too so that when you're in a wildebeest stampede, you feel as if you're really there. You feel the wildebeests coming over the top of you and you feel the sound around you. Your chest shakes with the vibration of the ground and it connects you with the movie in a special way. 'The Lion King' is especially well suited to the Giant Screen with its spectacular visual tapestry of Africa, beautiful sunsets and misty, dusty mornings and clouds rolling across the Savannah. You feel like you've actually made a trip there in some sense. And that's something that Large Format films can do better than anything else."

Dick Cook, chairman of The Walt Disney Studios, adds, "This is a movie that is really bigger than life and there is no substitute for seeing it on the big screen. The Giant Screen is the ultimate way to see it. I've seen 'The Lion King' probably 100 times, but when I saw it for the first time in this format, I was deeply moved and I loved the movie more than ever. When you see this film projected eight stories high, it is just magical and a whole new way to experience this modern classic."

With its compelling story, breathtaking animation, colorful characters, Oscar®-winning music (songs by Elton John and Tim Rice; score by Hans Zimmer), the film follows the adventures of a young lion cub named Simba, who just can't wait to be king. The sudden death of his father, Mufasa, and the treacherous actions of his Uncle Scar lead Simba into exile and ultimately on a hero's journey of self-discovery. Adopting the "hakuna matata" philosophy of his comical jungle guardians -- a warthog named Pumbaa and a meerkat named Timon ­ Simba grows to maturity, but eventually comes to terms with his destiny and returns home to Pride Rock to help put things right.

"The Lion King" was originally released in 1994 and went on to become the most successful animated film of all time with a worldwide gross in excess of $771 million. Eight years after its debut, it continues to hold the box-office crown as the topgrossing animated film and it occupies the #10 spot on the list of all time worldwide box-office champs, just behind "Star Wars" and "E.T.: The Extra- Terrestrial."

In addition to its commercial success, "The Lion King" was a critical smash as well. In its fourstar review, Rolling Stone Magazine lionized the film and called it a "hugely entertaining blend of music, fun and eye-popping thrills, though it doesn't lack for heart. The father-son relationship is movingly rendered." Film Critic Michael Medved, in his New York Post review, noted, "Every scene contains some new splendor to delight the eye or refresh the spirit, and to advance the film's higher purpose: inspiring a sense of wonder at 'the circle of life' in which we all play our part." The Hollywood Reporter said, "'The Lion King' is a scrumptiously delightful moviegoing experience" and "a future classic. Directors Roger Allers and Rob Minkoff have fashioned a radiantly multi-dimensional film."

Beyond its record-breaking success at the box office, "The Lion King" went on to become the bestselling video in home entertainment history (with more than 30 million units sold in the U.S. alone) and inspired one of the most successful Broadway shows of all-time. "The Lion King," under Julie Taymor's acclaimed direction, opened on Broadway on November 13, 1997, and has since become a worldwide phenomenon. To date, there have been eight productions around the world (including New York, London, Toronto, Tokyo, Los Angeles and Hamburg), and a U.S. national tour. As the stage production celebrates its fifth anniversary, it has been seen by over 15 million theatergoers and will have earned over $900 million worldwide at the box office. Among its many achievements, "The Lion King" has won over 30 major awards including six Tony Awards (Best Musical, etc.), eight Drama Desk Awards, six Outer Circle Awards, and a Grammy Award for Best Musical Show Album, among others.

The characters from "The Lion King" were seen in the hugely successful 1998 direct-to-video sequel "The Lion King II: Simba's Pride" and Timon and Pumbaa went on to star in their own television series, "The Lion King's Timon and Pumbaa," which debuted in 1995. Currently in production for release in 2004 is the Disney video premiere of "The Lion King 1-1/2," in which the story of the original film is seen from a whole new perspective -- through the eyes of Timon and Pumbaa.

"The Lion King" was directed by 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. The duo made their feature film directing debuts on "The Lion King." Allers has gone on to develop other feature projects for the Studio, receive a Tony Award nomination for writing the book for the Broadway production of "The Lion King" (along with Irene Mecchi), and direct an upcoming Disney animated short based on Hans Christian Andersen's "The Little Match Girl." Rob Minkoff followed his success on "The Lion King" with two impressive live-action directing stints on "Stuart Little" and "Stuart Little 2." He is currently in production on Disney's 2003 live-action release, "The Haunted Mansion," starring Eddie Murphy.

Producer Don Hahn, a major contributor to Disney's animation renaissance during his 26 years at the Studio, has guided such other animated features as "Who Framed Roger Rabbit," "Beauty and the Beast," "The Hunchback of Notre Dame," and "Atlantis: The Lost Empire." He is currently reteamed with Minkoff in his role as producer of "The Haunted Mansion," and has several new animated feature projects in the works. Thomas Schumacher, who has served as president of Walt Disney Feature Animation since 1999 and played a major role in taking "The Lion King" to Broadway in his role as president of Disney Theatrical Productions, was the executive producer of "The Lion King." Sarah McArthur, a veteran Disney animation executive and now executive vice president, production, at Pixar Animation Studios, also executive produced. 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 Disney Feature Animation Florida.

Helping to bring the film's colorful cast of characters convincingly to life is a stellar group of vocal talents. Jonathan Taylor Thomas lends a tone of sincerity and humor to the curious cub, young Simba. Simba's voice as an adult belongs to popular actor Matthew Broderick (whose most recent credits include an acclaimed stint in "The Producers" on Broadway), 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.

Academy Award®-winner Jeremy Irons earned his place in 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 "Blackadder," who fills the bill here as a haughty hornbill serving as the king's loyal assistant and guardian to young Simba. Broadway veterans Nathan Lane (a Tony Award winner for "The Producers" and an Emmy Award winner for his vocal performance in the "Timon & Pumbaa" animated series) 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 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. "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 to 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."

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

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 to 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 BIG PICTURE: "THE LION KING" STAMPEDES ONTO THE GIANT SCREEN

"The Lion King" is the fourth major Disney animated feature to be presented on the Giant Screen. "Fantasia/2000" made its historic debut in IMAX® Theatres on January 1, 2000. "Beauty and the Beast" featured an added musical number ("Human Again") when it bowed in a special Large Format Cinema Edition in 2002. More recently, Disney's exciting new animated adventure, "Treasure Planet" made movie history when it became the first new film to receive a simultaneous release in 35mm and Large Format versions. Looking forward, the Studio has an ambitious slate of live-action projects in production designed especially for the Giant Screen, including a new "Black Stallion" film due out in 2003, the James Cameron-directed 3-D project "Ghosts of the Abyss," and a new wildlife documentary entitled "Birds of Prey."


© Disney Enterprises, Inc. All rights reserved.

Instead of simply blowing up an existing 35mm negative of "The Lion King" for the Giant Screen, the filmmakers chose to create new elements from the original digital information. This allows for greater clarity in the image. In the process of reformatting the film frame-by-frame, they set out to remove any particles and artifacts from the original production and correct any images that would appear unsightly or inappropriate when projected seven stories high. The average Large Format screen is actually 8-10 times larger than the typical 35mm screen.

Creating a Large Format version of "The Lion King" took over a year and required the talents of a top creative and technical team. Producer Don Hahn and director Roger Allers spearheaded the effort and consulted throughout the process with Rob Minkoff (who was filming "Stuart Little 2" at the time). Overseeing the creation of the Large Format prints was artistic director Dave Bossert and Joe Jiuliano, director of the camera department for Walt Disney Feature Animation.

The original "Lion King" movie is archived on 8,754 data CDs and totals 2.2 Terabytes (one million million bytes) of data. The film was initially stored on 4,331 magnetic 8mm tapes and subsequently converted to the more stable CD medium. With the additional reformatting and animation done for the Large Cinema Edition, "The Lion King" is now archived on 12,156 CDs (or 3.6 Terabytes).

Allers recalls, "We began the reformatting process by looking closely at the original film. Tiny figures in the distance had to be re-drawn larger so that when they were projected on the Giant Screen they would hold up. We looked at the film scene by scene, not only for characters that needed to be tightened up in their clean-up, but also for backgrounds where brushstrokes were too loose or places where the grain of the paper might become too visible. We touched up those backgrounds and added detail where necessary to background characters."

For Allers, reformatting the film for the Giant Screen also meant having a second chance to fix certain things in the original film that weren't quite right. This proved to be a director's dream come true.

"One of the things that I was never satisfied with in the original release was the waterfall in the love song, 'Can You Feel the Love Tonight,' explains Allers. "The water was meant to be soft, but it came off as a blurry stripe on the screen. It had no sense of falling texture. We had done this scene close to the end of production and had just run out of time. For this version of the film, we were able to go in and make it look like real falling water. At the same time, we were able to improve the color palette by simplifying it and changing the sky effect. This also added a sense of back-lighting on Simba and Nala as they walked down the cliff. I love it now. I'm so happy to actually see falling water. It still has a very soft effect, but there's something there."

Allers also got a chance to fix another source of irritation in the "Just Can't Wait to be King" musical sequence. "The singing crocodiles in this sequence never looked right. It's a very short scene but they were never properly designed. For the Large Format version, we were able to redesign the crocodiles and the birds in their mouths and re-do the animation. The color palette was also changed. Now this scene is much more integrated."

Dave Bossert observes, "Creating a Large Format version of 'The Lion King' is like polishing a gem for the large screen. It has been very gratifying to have the opportunity to improve one of our great movies and make it that much better for the audience to experience. We were able to go in and fix little mistakes that we would have liked to have done the first time around. There were some paint pops and operational things that were never finished in time for release. We were also able to make some camera moves smoother. The technology has improved so rapidly in just eight years, that we can now calculate moves out to an extra decimal point. With that extra difference, we reprocessed some camera moves and it made a difference."

Once the animation, clean-up and background improvements were complete, a new Large Format version of the film was created in-house at Disney using state-of-the-art, digital laser cameras. Each frame of film was re-photographed one frame at a time to build a new 65mm negative. Special software is used to increase the amount of pixels needed to make this print.

Joe Jiuliano explains, "Our job in the camera department is to make sure the film comes out looking the way the artists envisioned it in terms of color, contrast, saturation, etc. The artwork comes to us as a finished, final frame stored in digital files. We put it through digital film recorders, which convert those files into light that is exposed directly onto the frame of film. We take advantage of the new film stocks, new camera equipment, and new lab processes to make our Large Format versions."

Bossert adds, "There was a reverence about this project and the sense of working on a classic. Everyone really wanted to do justice to the film in this new format and make sure that the experience lived up to the audiences' high expectations. We took a lot of care and turned to many of the artists who had worked on the original release. You really haven't seen this movie until you've seen it on the Giant Screen, because it is so spectacular. This is a completely different experience than the 35mm release or the Broadway play. I think audiences are going to be blown away."

Allers concludes, "Seeing 'The Lion King' on the Giant Screen has a big impact. The film lends itself to this format for a variety of reasons. The film has longer scenes and set pieces that offer a big vista. Our biggest action scene, the wildebeest stampede moves largely on the Z axis, which the Giant Screen loves. You get that wonderful sense of movement as you travel through an environment.

"From a sound perspective, our expert team headed by Terry Porter and Mel Metcalf, did some new sound design that takes full advantage of the superior speakers and sound placement in the IMAX® and Large Format Cinemas," he adds. "The stampede now has a greater impact sonically and you can sense the reverb and sound echoing off the canyon walls."

REFLECTIONS ON "THE LION KING" EIGHT YEARS LATER

Looking back on the success of "The Lion King" eight years after its original theatrical release, producer Don Hahn observes, "When we were making the film, we had no idea that it would become the phenomenon that it eventually became. At the time, we were just hoping that this kind of offbeat story about a lion cub that gets framed for murder by his uncle would be something that audiences would enjoy at the end of the day. We tried to tell a story that was engaging and we were really fortunate that the elements came together. As human beings, we want to watch that story. We want to see it again and again. The idea of paradise lost, paradise found, losing your dreams and goal, and then finding them again is so compelling. That is why 'The Lion King' has been able to exist this long.

"The magic of animation is the range of emotions you can pack into a film," adds Hahn. "There are things as profound as the death of a parent when Mufasa is killed in a horrific wildebeest stampede. Twenty minutes later, there's a flatulent warthog on the screen and there's singing and dancing and great comedy. That range of emotion is something that is unique to animation. The fact that you can have something as broad as life and death and comedy and pathos and all those emotions packed into one movie is really a magical thing about the art of animation. It takes the audience places that live-action can't."

Director Rob Minkoff notes, "'The Lion King' is the thing I'm most proud of in my career. There's something about the story that touches people. It's very moving and the characters are rich with a lot to say. I hadn't seen the film in about eight years and when they showed it to me on the Giant Screen, I was swept away by it. It is truly amazing to see it in this format."

Thomas Schumacher recalls, "At the time we were making 'The Lion King,' it was shocking to everyone that we had turned to a major pop star, a rock star, a contemporary singer who had never written for voices other than his own. The fact is that what Elton John brought to the process was a universal quality. He writes fantastic songs. We didn't know it at the time, but it really was the key component to making this film a hit. The combination of Elton and Tim Rice's songs and the musical genius of Hans Zimmer, Mark Mancina and Lebo M. created the extraordinary music for the film and took it to a whole new plane."

ORIGINS OF THE PROJECT

The idea for an African-based coming-of-age story told as an allegory originated in the story department of Walt Disney Feature Animation. 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," and "The Rescuers," "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 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 characters 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.

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 directors and storysavvy 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.

THE MUSIC

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. Their inspired work resulted in a phenomenal four Oscar® nominations (for the songs "Circle of Life," "Hakuna Matata," the 1995 Award-winning "Can You Feel the Love Tonight," and the film's Oscar®-winning score) along with other major awards and acclaim.

Lyricist Tim Rice was the first member of the musical 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 ahold of him simply because he's very busy and hasn't done a film score like this in 25 years. They asked him and to my amazement, Elton said yes."

Schumacher was dispatched to London to present the story to Elton and persuade him to participate in the project. He recalls, "We were terrified at first to even approach him 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 two others.

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 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 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.

"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 the African-themed project "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. Lebo M. wrote the chant that is heard at the start of "Circle of Life" as well as other Zulu lyrics heard 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 went 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 collaboration between Zimmer and Lebo resulted in a version of "Circle of Life" that was 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 Zimmer's idea to give it an African slant and enlist Lebo M. to make it a chant."

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 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 fantasybased 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 Laura Williams chimes in as Nala.

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. 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 his real motivation."

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 superstar Nathan Lane and stage veteran 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 leading experts of the day to help his artists prepare for the task of realistically animating animals for the 1942 naturebased 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. Wildlife expert Jim Fowler visited the Studio on several occasions with an assortment of lions and other jungle inhabitants. Anatomy consultant Stuart Sumida, a biology professor at Cal State San Bernardino, provided the animators with a better understanding for their characters' movements through lectures on comparative anatomy, skeletal structure and action analysis.


© 2005 Buena Vista Pictures Distribution and Walden Media, LLC. All rights reserved.

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. Lions and other relevant animals also made "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.

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, 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," adds the animator. "No other film has done better as far as creating personality in four-legged animals goes. I really like 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," observes Aquino. "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 two-dimensional because they are very difficult roles to approach. Matthew brought a great deal of sensitivity and thoughtfulness to the role along with the 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," explains Deja. "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 has 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 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 us 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."

Deja, who had previously supervised the villains Gaston in "Beauty and the Beast" and Jafar in "Aladdin," and most recently supervised Lilo in "Lilo & Stitch," explains, "You don't really turn down the part of a villain whether you're an actor or an animator 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 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 on their personalities. Nathan was great to work with and just watching him at the recording sessions provided some wonderful material.

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. 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."

Supervising animator Mark Henn, who continues to be one of the industry's top animation talents, found his assignment overseeing young Simba to be similarly satisfying. "The thing that really excited me about this film was its emotional content," he observes. "It is very powerful and the struggles that Simba goes through, the highs and 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."

THE FILMMAKERS

ROGER ALLERS (Director) made his feature film directing debut with "The Lion King" following a prolific two-decade career in the medium that included everything from character design and animation to story supervision. He was instrumental in shaping the structure and dialogue for the six Disney animated features previous to "Lion King," 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 Disney¹s classic "Peter Pan" at the impressionable age of five. A few years later he decided 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 fifteen-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 sixmonth 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 and 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." Relocating to Japan, Allers lived in Tokyo for two years while serving as one of the animation directors overseeing the Japanese artists.

Returning again to Los Angeles 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 was promoted to head of story on the film and worked, in some creative capacity, on every Disney animated feature between "Oliver" and "Lion King."

Following "Oliver," Allers had story assignments on "The Little Mermaid," "The Prince and the Pauper" and "The Rescuers Down Under" before being 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 has worked on numerous projects since "The Lion King," and lent his story expertise to such films as "The Emperor's New Groove," and "Lilo & Stitch." He was nominated for a Tony Award for writing the book for "The Lion King" on Broadway. Most recently, Allers directed an animated short based on Hans Christian Andersen's "The Little Match Girl," set to the music of Alexander Borodin.

ROB MINKOFF (Director) has emerged as one of the most sought-after directors working in Hollywood today, having helmed the highly successful fantasy, "Stuart Little" and its recent sequel, "Stuart Little 2." He began his association with Disney in 1983 following a three-year stint at CalArts studying character animation. As director of "The Lion King" he brought 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 Walt 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." Minkoff was finally able to return the favor when he collaborated with Finch on his book for Hyperion, The Art of The Lion King.

Minkoff has been actively involved in theater since the age of ten 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 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 inbetweener 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 "Great Mouse Detective" Minkoff devoted his talents to developing and writing 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 made his directing debut with the Roger Rabbit short "Tummy Trouble" in 1989, and went on to direct the second short "Roller Coaster Rabbit" the following year. He co-produced the third short "Trail Mix-Up" in 1993. For his next assignment, he delved into the world of live-action filmmaking by helming "Mickey's Audition," a fiveminute film for the Disney-MGM Studios combining animation and live-action and featuring cameos by Mel Brooks, Angela Lansbury and Roy E. Disney (making his acting debut playing legendary uncle Walt). 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 codirecting "The Lion King" on April Fool's Day, 1992.

Following "The Lion King," Minkoff directed the immensely successful live action/CGI family films "Stuart Little" (1999) and "Stuart Little 2" (2002) for Columbia Pictures. Minkoff is currently in preproduction on "The Haunted Mansion," starring Eddie Murphy, which will hit theaters in time for Halloween 2003.

Aside from the strong influences of Disney greats like Eric Larson, Minkoff credits his 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) has been helping to create animation magic at Disney for over twenty-six years. He is one of the most successful animation producers of all time and his films have grossed nearly $2 billion worldwide, and have been nominated for seventeen Academy Awards®. The films he has produced -- "Who Framed Roger Rabbit," "Beauty and the Beast," "The Lion King," "The Hunchback of Notre Dame," "The Emperor's New Groove" and "Atlantis: The Lost Empire" -- have been at the very heart of Disney's animation renaissance and have helped define the studio's exciting new direction in animated features.

Born in Illinois and raised in Southern California from the age of three, 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 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), and the Oscar®-nominated featurette "Mickey's Christmas Carol" (1983).

As 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 when he produced Roger's first short film, "Tummy Trouble," directed by Rob Minkoff.

As producer of the 1991 animated phenomenon "Beauty and the Beast," Hahn 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 1994 Hahn produced "The Lion King," which broke box-office records all over the world and became the top-grossing film in Disney history, and one of the industry's all-time top five performers. Over the next seven years at Disney, Hahn produced "The Hunchback of Notre Dame" (1996), "The Emperor's New Groove" (2000) and "Atlantis: The Lost Empire" (2001).

IRENE MECCHI (Screenwriter) made her animation feature writing debut with "The Lion King," collaborating with Jonathan Roberts and the film's story team to bring to life the story of love, adventure and treachery at Pride Rock. "The Lion King" marked the first of a series of winning writing assignments at Disney, including co-writing credits on "The Hunchback of Notre Dame" and "Hercules".

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 full-time. Years later Mecchi researched and wrote a play drawn from fifty years of legendary newspaper columnist Herb Caen's witty observations of San Francisco. The play was workshopped 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.

Mecchi wrote a series of children's programs for Nickelodeon before writing the Emmy Awardwinning Lily Tomlin special "Lily: Sold Out." Her sitcom credits also include "Valerie," "The Popcorn Kid" and a season as staff writer on "My Sister Sam." Mecchi returned to TV in 1999 to write the teleplay for the acclaimed ABC adaptation of the much-loved musical "Annie."

She began her association with Disney in March 1992 when she wrote the ten-minute animated short "Recycle Rex," a film encouraging younger viewers to recycle, reduce and reuse waste materials. In June 1992 she was brought into the feature animation department along with Jonathan Roberts to co-write "The Lion King."

Mecchi went on to write the Disney animated features "The Hunchback of Notre Dame" (1996) and "Hercules" (1997). She also co-wrote the book of the stage adaptation of "The Lion King" with Roger Allers in 1997 and received a Tony Award nomination for that assignment.

JONATHAN ROBERTS (Screenwriter) made his feature animation debut with "The Lion King" following a successful career as journalist, TV writer and screenwriter. As one of the collaborators on the film's screenplay, he helped to create personalities for the characters and heighten the comedy and drama through 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. He served briefly as a publicist with Workman Publishing before leaving to write projects of his own. His first break came as a contributor to the popular satirical publication The '80s: A Look Back (1979). He went on to even greater success with his next book, The Official Preppy Handbook, which he conceived 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 two-year stint on "Head of the Class" as co-producer and creative consultant, as well as a season as writer/producer on "Beverly Hills 90210."

As journalist, Roberts has written for The New York Times, Village Voice, Harpers and Vanity Fair, and served as 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 also contributed his writing skills to Disney's 1995 stop-motion animated 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 arena 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. She also wrote the book (with Robert Falls & David Henry Hwang) for Disney's most recent Broadway hit, "Aida," which features songs by Elton John and Tim Rice.

TIM RICE (Lyricist) teamed with Elton John to create some of the most memorable songs in movie history for "The Lion King." This assignment followed his Academy Award®-winning work on "Aladdin" and his re-teaming with composer Alan Menken on the hit Broadway version of "Beauty and the Beast."

Born in Buckinghamshire, England, Rice entered the world of popular music as the lead singer for a pop group called the Aardvarks (1961-3) 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 thirty-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 Anderson 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 other 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 Freddy 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 forty years. In 1985, England's Radio One declared him "Rock Brain of the Universe." He went on to write a fifteen-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 coauthoring 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 multitalented 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 re-teamed with his "Lion King" collaborator Elton John for the hugely successful stage production of "Aida," which earned him his third Tony Award for his contribution to the Score. In addition to his three Oscars®, Rice has a Knighthood, three children and a home near Frenchman's Creek.

ELTON JOHN (Composer) is one of the top selling solo artists of all time with 32 gold and 21 platinum albums, 29 consecutive Top 40 Hits, several Grammy Awards and more than 60 million records sold in the United States. His work on "The Lion King" earned him an Oscar® for the song, "Can You Feel the Love Tonight." On October 2, 2001, Elton released his critically acclaimed album Songs From the West Coast on Universal Records. In the early 1990's, Elton John embarked on a songwriting collaboration with the lyricist Tim Rice, resulting in the soundtrack to the Walt Disney Pictures smash hit "The Lion King." The album produced two top selling, award-winning singles for Elton, "Can You Feel the Love Tonight" and "Circle of Life." In 1997, "The Lion King" was presented on Broadway, receiving six Tony Awards, including Best Musical, and in 1999, a Grammy for the Best Musical show Album. Elton's second Broadway collaboration with lyricist Tim Rice, "Aida," opened on Broadway, receiving the 2000 Tony Award for Best Music and Lyrics and the Grammy for the Best Musical show Album. In 2000, Elton John and Tim Rice reunited for the score of DreamWorks' animated motion picture, "The Road to El Dorado." Apart from his musical projects, Elton John continues to be personally involved in the fund-raising activities for the Elton John AIDS Foundation, which funds direct care service for men, women and children living with HIV and AIDS. Since its inception in 1992, the Foundation has distributed more than $13 million in grants worldwide. In 1997 in honor of his fiftieth birthday, he was awarded an Honorary Membership to the Royal Academy of Music in London­a school he attended in his junior years. And in February of 1998, the Queen of England knighted Elton John for his contributions to charity and the arts, honoring him with the title, Sir Elton John CBE. Elton John is the recipient of the Grammy Legend Award.

HANS ZIMMER (Composer/Arranger/Music Supervisor) has composed the music for over seventy feature films and has been honored with seven Oscar® nominations, most recently for his score for "Gladiator." He was a double nominee in 1998 for the animated musical "The Prince of Egypt" and Terrence Malick's "The Thin Red Line," and in 1994 he won both the Academy Award® and Golden Globe for his score for the blockbuster "The Lion King." His music for "The Lion King" is currently drawing applause in the award-winning stage production of the musical, which earned the 1998 Tony Award for Best Musical, and the Grammy for Best Original Cast Album. Zimmer has also garnered Oscar® nominations for "As Good As It Gets," "Rain Man" and "The Preacher's Wife."

Zimmer's recent films include Ridley Scott's blockbuster "Black Hawk Down" and the DreamWorks films "Spirit: Stallion of the Cimarron" and "The Ring." His other films include "Hannibal," "Mission: Impossible 2," "An Everlasting Piece," "The Road to El Dorado," "The Peacemaker," "The Rock," "Broken Arrow," "Nine Months," "Crimson Tide" (for which he won a Grammy), "Cool Runnings," "A League of Their Own," "Backdraft," "Green Card," "True Romance," "Days of Thunder," "Driving Miss Daisy" and "My Beautiful Laundrette."

In addition to his composing work, Zimmer heads DreamWorks' film music division, marking the first time that a composer has headed the music department of a major studio since Dimitri Tiomkin at MGM and Alfred Newman at 20th Century Fox.

THOMAS SCHUMACHER (Executive Producer) currently serves as president of Walt Disney Feature Animation, Walt Disney Television Animation and Buena Vista Theatrical Group. Schumacher 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, including such hits as "Toy Story," "Lilo & Stitch" and "Monsters, Inc."

Schumacher joined Disney in 1988 to produce the animated feature "The Rescuers Down Under" (1990), following a distinguished ten-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 eleven-hour epic production of "The Mahabharata" and Canada's immensely popular "Cirque du Soleil." With Peter Schneider he produced the Broadway version of "The Lion King" which won six Tony Awards in 1998, including Best Musical. Schumacher also produced Elton John and Tim Rice's "Aida" in 2000, which won four Tony Awards.

Schumacher spent five years on staff at the Los Angeles Music Center's Mark Taper Forum, where he worked on over twenty-five 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 young audiences, the Improvisational Theater Project. A graduate of UCLA, Schumacher is currently on the Education Council of the Los Angeles Music Center, as well as 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), who currently serves as executive vice president, production for Pixar Animation Studios, 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 went on to associate produce "Beauty and the Beast." She also served as director of production and vice president of production for Walt Disney Feature Animation. In the later capacity, she oversaw the production of animated films at Disney's Burbank, Florida and Paris animation facilities. Prior to Disney, she worked with the acclaimed Mark Taper Forum from 1983-1988 as their production manager of special projects. She earned her B.A. degree in theatre from the University of California, Santa Barbara and she attended Carnegie-Mellon University's M.B.A. program in Theatre Arts.

McArthur joined Pixar in 1997. She served as executive producer on "Toy Story 2" in 1999.

THE VOICE TALENTS

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, known to audiences around the world for his hilarious antics as Mr. Bean, adds a delightful vocal interpretation to the character while supervising animator Ellen Woodbury and her "Zazu" team drew major inspiration from his expressive rubber-faced antics.

Atkinson read Electrical Engineering at Newcastle and Oxford Universities, receiving degrees from each before turning his attentions to performing. In 1977 he attracted wide critical acclaim at the Edinburgh Festival, and the following year 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" team, which spawned four series and several 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 Theatres Award for Comedy Performance of the Year. In 1983 he embarked with writer Richard Curtis on their situation tragedy "Blackadder" for the BBC. The show spawned three dark and equally funny spinoff series, plus the one-offs "Blackadder: The Cavalier Years," "Blackadder's Christmas Carol" and "Blackadder Back and Forth." The four original series won three British Academy Awards, an International Emmy, and three ACE Awards, and earned Atkinson a second BBC award for 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-acts by Chekhov, in 1988. He also did a second West End one-man show in 1986, which went on to Broadway and elsewhere in the world.

His role in the near-silent comedy series "Mr. Bean" for ITV and HBO earned several International Emmys and two Banff Awards for his production company, Tiger Television. The show spawned the hit feature film "Bean" in 1997.

Atkinson's film credits include "Never Say Never Again," "The Appointments of Dennis Jennings" (1989 Oscar®-winner for Best Short Film), "The Tall Guy," "The Witches," "Hot Shots! Part Deux," "Four Weddings and a Funeral," "Maybe Baby," "Rat Race" and "Scooby Doo." Atkinson's upcoming film roles include the eponymous action hero of spy spoof "Johnny English," and a role in "Love Actually," the directing debut of one-man comedy industry Richard Curtis.

MATTHEW BRODERICK (Adult Simba) brings humor, drama and enormous appeal to the film's main character as Simba 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 seventeen 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."

In 1994-5 Broderick appeared on Broadway as J. Pierpont Finch in a revival of "How To Succeed in Business Without Really Trying." In April 2001 he played neophyte accountant Leo Bloom opposite Nathan Lane's Max Bialystock in the Broadway adaptation of Mel Brooks' "The Producers," which was nominated for 15 Tony Awards and occupied Broderick for the next eleven months.

Broderick's feature film credits include "WarGames," "Ladyhawke," "Ferris Bueller's Day Off," "Project X," "Glory," "The Freshman," "The Night We Never Met," "Mrs. Parker and the Vicious Circle," "The Road to Wellville," "The Cable Guy," "Infinity," "Addicted to Love," "Godzilla," "Election," "Inspector Gadget" and "You Can Count On Me." His voice will be featured in next year's "Good Boy!" when Broderick plays a dog from Sirius who's come to check up on Earth's canines.

Broderick and his wife, actress Sarah Jessica Parker, recently welcomed their first child.

NIKETA CALAME (Young Nala) is the spirited voice behind Simba's young soul mate. Since recording her part for "Lion King" at age eleven, Calame has attended Los Angeles' Hamilton High School Academy of Music, studying dance, drama, and musical theatre and appearing in productions of "42nd Street," "Anything Goes" and "Guys and Dolls." She continued her studies at University of California Santa Cruz, appearing in "God's Trombone," "Long Time Since Yesterday" and "Before It Hits Home," and at University of Exeter, England, where she performed in stagings of "Uncle Vanya," "The Bald Prima Donna," "Oklahoma" and "Romeo and Juliet." Calame is currently a candidate for Master of Fine Arts at the Actors Studio Drama School in New York.

JIM CUMMINGS (Ed) is the "silent partner" in the hyena trio who is short on dialogue but long on laughs. Ranging from a snicker to a guffaw to a sidesplitting belly laugh, Cummings provides a virtual catalogue of mirthful noises.

Cummings, an Ohio native, is one of the busiest voice-over actors in the industry today. Since 1987 he has been playing the voice of Winnie the Pooh in all of his incarnations in Disney features and TV, including the series "The New Adventures of Winnie the Pooh." His Pooh portrayals have earned him two Emmys. He also voiced Tigger in "The Tigger Movie." For Disney TV he is the voice of Darkwing Duck and Bonkers, and has voiced characters for "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). He can also be heard in the animated features "Hercules," "The Hunchback of Notre Dame," "Pocahontas," "Aladdin," "The Little Mermaid," "Who Framed Roger Rabbit," "Tarzan," and "Atlantis."

Cummings has lent his voice to characters on "Animaniacs," "Casper," "The Mask" and "The Addams Family." He played Taz on "Taz-Mania," Mr. Mental on "The Tick," Cat on "CatDog" and the singing voice of Rasputin in "Anastasia." He has narrated movie trailers for "Braveheart," "The Usual Suspects," "Like Water For Chocolate," "Tombstone" and "SpaceJam." His live action credits include "Cabin Boy" and "Ed's Next Move."

WHOOPI GOLDBERG (Shenzi) acts less-than-sisterly as the leader of a hyena trio recruited to do Scar's evil bidding. The multitalented 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. She received an Oscar® for best supporting actress for her role in "Ghost" in 1990. Her other films include "Sister Act," "Sister Act II: Back in the Habit," "Jumpin' Jack Flash," "Clara's Heart," "The Long Walk Home," "Burglar," "Fatal Beauty," "Soapdish," "The Player," "Sarafina!," "Made in America," "Corrina, Corrina," "The Little Rascals," "Boys on the Side," "Moonlight and Valentino," "Eddie," "Bogus," "Ghosts of Mississippi," "How Stella Got Her Groove Back," "The Deep End of the Ocean," "Girl, Interrupted" and "Rat Race."

On television, Goldberg appeared for five seasons on "Star Trek: The Next Generation," costarred with Jean Stapleton in "Bagdad Café" and hosted her own syndicated late-night talk show, "The Whoopi Goldberg Show." Goldberg hosted Academy Awards telecasts in 1994, 1996 and 2002.

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.

In 2002, Goldberg became one of a very elite group of artists who have won the Grammy, the Academy Award®, the Golden Globe, the Emmy and a Tony.

The actress will be seen next in Showtime's "Good Fences," co-producing and co-starring with Danny Glover. She will return to Broadway in early 2003, opposite Charles Dutton in August Wilson's acclaimed "Ma Rainey's Black Bottom."

Goldberg executive produces the Lifetime series "Strong Medicine" and executive produced and appeared in the center square on the Emmy Award-winning "Hollywood Squares." She is also an executive producer of the musical, "Thoroughly Modern Millie," which is currently running on Broadway and won six Tony Awards, including Best Musical.

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," he continues. "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 through 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" and "Golden Boy," and was nominated for a Tony for his performance as Nathan Detroit in "Guys and Dolls." 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 "Wanted: Dead or Alive," "Seems Like Old Times," "Lean on Me," "Death Warrant," "The Meteor Man," "Spy Hard," "First Kid," "Silicon Towers" and "The Thirteenth Child."

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 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. Playing Scar was Irons' first experience creating a voice for an animated character.

"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" marked another first for the actor: his feature singing debut. "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 animated features, and that his pick of the bunch 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 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 miniseries "Notorious Woman," which also aired on PBS' "Masterpiece Theater."

In the arena 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 critical acclaim and a Best Actor Oscar®.

Irons' film credits include "Betrayal," "Moonlighting," "The Wild Duck," "Swann in Love," "The Mission," "Kafka," "Waterland," "Damage," "M. Butterfly," "The House of the Spirits," "Die Hard With a Vengeance," "Stealing Beauty," "Lolita," "The Man in the Iron Mask," "Dungeons and Dragons," "The Time Machine," "And NowŠLadies and Gentlemen" and "Callas Forever."

On the stage Irons' many productions have included "Much Ado About Nothing," "The Taming of the Shrew," "Wild Oats" and "The Rear Column." In 1984 he made his Broadway debut in Tom Stoppard's "The Real Thing," for which he won both Drama League and Tony Awards. He returned to the RSC in 1986 to appear in "The Winter's Tale," "Richard II" and "The Rover."

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. He played the father in Roald Dahl's "Danny, the Champion of the World" for BBC in 1989, seen in the U.S. on The Disney Channel. In 2000 he played Lt. Commander Rupert Gould in "Longitude" for Channel 4 TV, and in 2001 played The Reader/The Listener in an adaptation of Samuel Beckett's "Ohio Impromptu," also for Channel 4. In 2002 he played F. Scott Fitzgerald in "Last Call."

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' standpoint, the experience was a trip back to the classical origins of theatre. "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 says. "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 HaroldŠand the Boys."

An equally powerful presence on screen, Jones made his feature film debut in 1964 in Stanley Kubrick's "Dr. Strangelove Or: How I Learned To Stop Worrying and Love The Bomb." He subsequently starred in "The Great White Hope," in which he reprised his acclaimed stage role and won a Golden Globe Award and an Oscar® nomination. Jones' movies include "The Comedians," "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," "Excessive Force," "Clear and Present Danger," "Jefferson in Paris," "Cry the Beloved Country," "A Family Thing," "Gang Related," "The Annihilation of Fish," "Fantasia/2000," "Undercover Angel" and "Finder's Fee." In 2004 Jones will appear as Thomas B. Collins in the movie version of the musical "Rent," and his basso-profundo bad guy Darth Vader finally arrives in the Star Wars prequels in 2005 in "Episode III."

For television, Jones has won an Emmy Award for his role on "Gabriel's Fire" and starred in the series "Pros & Cons." His numerous made-fortelevision movies include "Confessions: Two Faces of Evil," "The Vernon Johns Story," "Hallelujah," TNT's "Percy and Thunder" and "Heat Wave" (for which he won another Emmy Award), "Last Flight Out," "By Dawn's Early Light," "The Ivory Hunters," "Rebound," "Timepiece," "Alone," "What the Deaf Man Heard," the miniseries "Merlin" and "Feast of All Saints." His distinctive voice of authority is also heard as the narrator of innumerable TV specials.

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

MOIRA KELLY (Adult Nala) plays the lovely lioness who helps Simba to remember his past and anticipate his future.

The talented and prolific 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 fourteen-year-old murderess in the telefilm "Love, Lies and Murder."

She had her first starring role in the 1992 feature "The Cutting Edge," and the same year won the role of Oona, Charlie Chaplin's shy and proper wife in Richard Attenborough's film "Chaplin." Her other film credits include "Twin Peaks: Fire Walk With Me" and "Mr. Saturday Night" (both 1992), "With Honors" and "Little Odessa" (both 1994), "The Tie That Binds" (1995), "Unhook the Stars" and "Entertaining Angels" (both 1996), "Drive, She Said" and "Changing Habits" (both 1997), "Love Walked In," "Dangerous Beauty" and "Hi-Life" (all 1998), "Henry Hill" (1999) and "The Safety of Objects" (2001).

NATHAN LANE (Timon) is terrific as the vocal alter ego of a carefree meerkat who adopts a lion cub in need of a friend. Well-cast as the jungle outcast, the actor helps to give this little guy some of the film's biggest laughs with his quick wit and fastpaced 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, earning a Tony this year for his role as Max Bialystock opposite Matthew Broderick in "The Producers," a Tony in 1996 for playing Pseudolus in "A Funny Thing Happened on the Way to the Forum," and a Tony nomination in 1993 for his portrayal of Nathan Detroit in "Guys and Dolls."

The actor 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 the 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" and the hit Neil Simon comedy "Laughter on the 23rd Floor."

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 "The Last Mile."

His films include "Ironweed," "Joe Versus the Volcano," "The Lemon Sisters," "He Said, She Said," "Frankie and Johnny," "Life With Mikey," "Addams Family Values," "Jeffrey," "The Birdcage," "Mouse Hunt," "The Best Man," "Isn't She Great," "Love's Labours Lost" and "Trixie." In addition to "The Lion King," Lane has given voices to Snowbell the cat in "Stuart Little" and "Stuart Little 2," and won daytime Emmys for his work in "Timon and Pumbaa" and "Teacher's Pet." He appears in theaters this Christmas as Vincent Crummles opposite Jim Broadbent in "Nicolas Nickleby." In 2004, Lane reprises his role as Timon in Disney's home entertainment premiere of "Lion King 1-1/2: Hakuna Matata."

CHEECH MARIN (Banzai) tracks down major laughs as the hilarious hot-headed hyena who is typically left dangling at the bottom of the food chain. Banzai was 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 longstanding 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 receipts exceeding $100 million. Several Cheech and Chong movies followed, including "Cheech & Chong's Next Movie" and "Cheech & Chong's The Corsican Brothers."

Following the team's parting in 1985, Marin 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 "After Hours," "The Shrimp on the Barbie," "Ferngully: The Last Rainforest" (voice of "Stump"), "A Million to Juan," "Desperado," "From Dusk Till Dawn," "The Great White Hype," "Tin Cup," "Paulie," "Luminarias," "Spy Kids" and "Spy Kids 2: Island of Lost Dreams." In 2003 Marin will appear in Robert Rodriguez' "Once Upon a Time in Mexico."

For TV Marin has played the wisecracking, divorced hotel chef Chuy Castillos on the 1992 CBS series "The Golden Palace," and starred in the 1994 TV movie "The Cisco Kid." He has appeared on "Nash Bridges," "South Park" and "Santo Bugito."

ERNIE SABELLA (Pumbaa) provides the jovial voice of the gastrically challenged warthog with a heart of gold. This Broadway veteran inspired the animators with his exaggerated expressions and animated antics during the recording sessions.

Sabella has delighted New York audiences with his roles in "Guys and Dolls" (playing Harry the Horse), "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 appeared on "Seinfeld," "Perfect Strangers," "Murphy Brown," "Hill Street Blues," "Quantum Leap," "Mad About You," "The Practice," "Newhart" and "Cheers," and played Mr. Bundles in the hit ABC telefilm version of "Annie" in 1999.

His film credits include "City Heat," "Tough Guys," "Fright Night Part II," "Going Under," "Faith," "Quiz Show," "Roommates," "In & Out," "Mouse Hunt" and "The Out-Of-Towners."

MADGE SINCLAIR (Sarabi) gives a royal performance 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 worked with such distinguished directors as Martin Ritt and Sam Peckinpah on a variety of films including "Coming to America," "Convoy," "Conrack," "Leadbelly," "I Will, I WillŠFor Now," "Star Trek IV: The Voyage Home" and "Uncle Joe Shannon."

Her television work included the role of Empress Josephine in the series "Gabriel's Fire," for which she won the Emmy for Best Supporting Actress. She was also a series regular on "O'Hara" and "Trapper John, M.D." and guest-starred on such popular programs as "Roseanne," "L.A. Law," "Tales from the Crypt" and "Star Trek: The Next Generation." Her extensive made-for-television movie credits include "Roots," "Queen" and "Me and the Boys." Additionally, she appeared in numerous stage productions including several for Los Angeles Theater Center. Sinclair died in December 1995.

JONATHAN TAYLOR THOMAS (Young Simba) demonstrates great timing and talent in his convincing vocal performance as a naïve 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."

Thomas was born in Bethlehem, Pennsylvania and moved with his family to Sacramento, California when he was five. 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 Touchstone Television series "Home Improvement." Prior to that, the actor had played Kevin, Greg Brady's son, on the series "The Bradys." For television, Thomas has also played the recurring role of Tyler Tucker in "The Wild Thornberrys," Scarecrow Jr. on "The Oz Kids" and Rafe in "An American Town."

Thomas' film roles include "Man of the House" (1995), Tom Sawyer in "Tom and Huck" (1995), "I'll Be Home for Christmas" (1998), "Speedway Junky" and "Walking Across Egypt" (both 1999), and "The Tangerine Bear" (2000).

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 five to seventeen. 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 Steve 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. She has also recently added vocal coaching to her list of impressive credentials.

SALLY DWORSKY (Adult Nala) provides the tender singing voice of Nala as an adult on the enchanting ballad "Can You Feel the Love Tonight."

Born and raised in Minneapolis, Dworsky has been singing professionally for twenty 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 many recording artists, most extensively with Don Henley.

Dworsky contributed vocals to the original scores of "Shrek" and "Last Dance," and sang lead vocal on the song "When You Believe" from the original soundtrack of "The Prince of Egypt." She has sung background vocals on the albums Lovescape by Neil Diamond, R.E.M.'s Monster, Peter Himmelman's From Strength to Strength, Paula Abdul's Spellbound and eponymous albums by A.J. Croce and Teddy Thompson. Sally sang with The Guy's All-Star Shoe Band on "Prairie Home Companion" under the leadership of older brother Richard, on whose album Back to the Garden she also appears. In 1996 the Imaginary Friend label released her EP, "Habit Trail."

JASON WEAVER (Young Simba) lends his 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 eight and singing professionally since he was eleven years old. When he was nine, 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 WB Network pilot "Smart Guy."

In 1992 Michael Jackson picked Weaver to play the young version of himself in the ABC miniseries "The Jacksons: An American Dream." Motown Records released the soundtrack to the series, and they asked Weaver to contribute to two songs; soon afterwards, the label signed Weaver. Weaver's full-length Love Ambition debuted in 1995, and the EP "Stay With Me" followed in 1996.

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 two decades in a career that has included a three-year stint (1986-1989) as lead singer for pop group Toto. Prior to that he was featured background singer for Jeffrey Osbourne and has 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 wrote his first solo score for a film short called "The Waiter." As part of Toto, Williams contributed score to David Lynch's film version of "Dune" in 1984. His other film credits as composer include the scores of "Embrace of the Vampire," "Poison Ivy II," "Last Gasp," "Phat Beach," "Snitch," "The Legend of Gator Face," "Below Utopia" and "Written in Blood."

The son of Academy Award®-winning composer John Williams, he released his first solo album (Joseph Williams) in 1980 at the age of twenty.

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 Williams has been playing the piano since the age of three 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 "Downtown" (1990), "The Shadow" (1994), "Houseguest" (1995), "The Tie That Binds" (1995), "Bogus" (1996), "Metro" (1997), "Angel Eyes" (2001), "City by the Sea" (2002) and "Ballistic: Ecks Vs. Sever" (2002).

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