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The first thing you will notice in "The Lion King" is its triumphant animation during the opening, pre-title sequence, an extended version of that theatrical preview you've seen over the past few months. Every animal you can think of is racing across the plains to be present as the newborn heir to the throne is anointed by a baboon shaman, many so realistically portrayed that they appear to have been photographed instead of drawn.

But that's only the beginning. The entire film is loaded with eye-popping visuals, which, even on a second viewing, never fail to mesmerize.The story is also strong, borrowing heavily from Shakespeare's "Hamlet" for plot and bolstered by a string of hilarious supporting characters for plenty of comic relief. And there are some wonderful characters here, including a riotous hornbill bird, whose voice is provided by the rubber-faced British comic Rowan Atkinson (TV's "Mr. Bean" and "Blackadder"); a funny and wise old baboon (energetic Robert Guillaume, best-known as TV's "Benson"); and especially the hilarious warthog and meerkat, voiced, respectively, by Nathan Lane and Ernie Sabella, a pair of very talented stage actors (Lane's brief hula song is especially hysterical).

In short, there is much to recommend "The Lion King," though it still falls short of its three immediate predecessors - "The Little Mermaid," "Beauty and the Beast" and "Aladdin."

Let's get the complaints out of the way early:

- Most of the characters in "The Lion King" are not as warm and fuzzy as other Disney animated features. In fact, they are largely aloof and distant, which makes the film a bit tougher to warm to.

- There is also an unexpected gross-out factor at work here, with three characters dining graphically on a bevy of live insects, a trio of hyenas eating a zebra leg and the warthog demonstrating why other animals steer clear of him (he's quite flatulent).

- There is violence, with the young lion prince's father dying in a herd of stampeding wildebeests and a climactic battle between Simba and his evil Uncle Scar. Don't suppose that this is out of the realm of the film's G rating, but it is certainly more specific than, say, the death of "Bambi's" mother. (And there is very bad choice near the end, as Simba and Scar battle in slow-motion, a serious moment that seems unintentionally comic.)

- And finally, the songs are disappointing and don't hold up very well on repeat listening. The central theme, "The Circle of Life," is closer to the grace and tuneful satisfaction of Alan Menken's work in "Mermaid," "Beast" and "Aladdin," but the others are all novelty tunes. They work in the context of the film and are supported by imaginative artistry, but are not memorable.

Despite these flaws, however, the film is still a fabulous extravaganza - proof positive that even a weaker entry in the Disney canon is better than anything the competition churns out.

The first half of the film focuses on Simba's youth (his voice supplied by Jonathan Taylor Thomas, of TV's "Home Improvement"), with a couple of scary scenes - the first in an elephant graveyard and the second a wildebeest stampede (destined to be one of the most talked-about animated sequences ever) - both engineered by his evil Uncle Scar (Jeremy Irons).

After the death of Simba's father, Mufasa (James Earl Jones), Scar convinces the lad that he's to blame. So, an angst-ridden Simba banishes himself from the land of his forefathers, while Scar and his hench-hyenas (led by Whoopi Goldberg, Cheech Marin and a giggling, babbling Jim Cummings) take over.

Meanwhile, Simba is befriended by the warthog Pumbaa and the meerkat Timon, as he grows to adulthood (with Matthew Brod-erick taking over the voice chores). Pumbaa and Timon introduce Simba to the joys of leisure and a steady diet of bugs, until one day the lioness Nala (Moira Kelly), to whom Simba was betrothed, shows up. She tells Simba of Scar's treachery and pleads with him to return and take his rightful place on the throne.

Aided by the shaman baboon Rafiki, Simba looks within himself, and then gets a piece of ethereal advice from his father (in a scene that seems to come straight out of "Star Wars" movies), ultimately returning home to set his house in order and face the truth about his past.

Bolstered by a bevy of delightful performances and that fabulous animation, "The Lion King" is a winner much of the way. And none of its weaknesses should keep audiences from flocking to the film again and again, making it the one sure bet for a long summer run.