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At a pivotal moment about halfway through "The Lion King," the central character, a lion named Simba, is confused about whether he should assume the responsibilities of being king or just romp in the jungle and enjoy life. He looks up at the stars, remembering that his father once told him they are actually the kings of past generations, watching over him.

We know he will eventually take control and win the day, of course. Just as we know that a Disney animated film will be a superior piece of entertainment.In fact, "The Lion King" can be viewed as more than a movie. It's also a statement about Disney's position in the world of animated features, as the studio has literally taken control of the feature-length cartoon market in the past few years, churning out hit after hit.

The cinematic graveyard is littered with full-length cartoons by animators outside the Disney Studio, including two this year - "The Princess and the Goblin" and Don Bluth's "Hans Christian Andersen's Thumbelina." Not to mention last year's box-office flops, "Batman: Mask of the Phantasm," "We're Back!" "Once Upon a Forest," "Happily Ever After" and "The Tune." In fact, the biggest moneymaking cartoon last year - aside from "Aladdin," which was actually released in late 1992 - was "Snow White and the Seven Dwarfs" . . . a Disney re-issue.

To say Disney is on a roll with its most recent animated features is to understate. In terms of profit, it's just gotten better every year for Disney stockholders. "The Little Mermaid" broke all previous earnings records for cartoon films, "Beauty and the Beast" topped those records and "Aladdin" went even higher.

So, it's fair to say that many Hollywood naysayers are suggesting Disney is ready for a fall. But it's not going to happen. At least not this year.

On an artistic level, "The Lion King" may not be as thoroughly successful as the most recent trio of Disney efforts, but it's so much better than anything else out there that it's fair to say this is the picture that will most likely dominate the box office all summer long.

And the film boasts some of the most amazing technical prowess ever demonstrated in an animated film, from an astonishing wildebeest stampede to that stunning opening sequence that has been playing in theaters for about nine months now, set to the Elton John-Tim Rice tune "The Circle of Life."

Unlike most Disney animated efforts, adapted from popular fairy tales or children's books, "The Lion King" is an "original" work, a screenplay by Linda Wolverton ("Beauty and the Beast") and two collaborators. But there should be a fourth name in the screenwriting credits - William Shakespeare - as the storyline borrows heavily from "Hamlet." In fact, it borrows just about everything - except, of course, the incestuous relationship between Hamlet's mother and uncle.

The film is a bit character and plot heavy, with a serious central story focusing on Simba's angst, as he feels responsibility for his father's death, which is encouraged by his evil Uncle Scar's attempts to take over the throne. But there is plenty of comic relief, provided by a pompous hornbill bird, a pair of wicked but dumb hyenas and, most effectively, a wacky warthog and a smart-alecky meerkat.

The voice talent is also impressive, giving the film a much more star-driven sensibility than any previous Disney cartoon - with voices provided by the likes of Jeremy Irons, Matthew Broderick, James Earl Jones, Whoopi Goldberg, Cheech Marin, Moira Kelly and Rowan Atkinson.

"The picture was actually in development for about four years," according to "Lion King" co-director Rob Minkoff. "When the idea originated, someone said we should do a picture in Africa about lions and call it `King of the Jungle,' and after about two years of development there was a feeling we needed to take a fresh approach."

Minkoff was among more than a dozen "Lion King" celebrities brought together for interviews with the press on a soundstage at the Disney Studios in Burbank. And he explained the development process this way: "When I was brought in as co-director with Roger (Allers), for two days we sat in a room with (the writers) and basically refashioned the outline of the story, and it has not changed to this day. We have rewritten every line, we have polished and pushed and tweaked and changed . . . but it's the same story.

"Because it's such a collaborative process - a lot of people work on these pictures - we had to tape that storyline and pitch it to (the producers). And once we had their approval, we then got to pitch it to (Disney film production chief) Jeffrey Katzenberg. And once we got his approval we got to pitch it to Michael Eisner (Disney CEO). Once we got Michael Eisner's approval, we got to start making the movie."

After getting the green light, a team of animators was sent to Africa to observe the land, see animals in their natural habitat and to get a feeling for the countryside. "You start on these trips as a point of departure for inspiration. And after the trip, we said, `How literal are we going to be with the landscape?' And we gave ourselves the freedom to draw from a diverse assortment of landscapes to tell the story, because the story has its own needs.

"The fact that we have a rain forest and we have a savanna and we've got these different locations (portrayed) as quite, quite close to each other is maybe taking liberties, as to what's true about Africa.

"But the story is a parable and we needed to use the environment metaphorically in terms of the storytelling."

Asked why "The Lion King" has two directors, Minkoff said, "I think it's because these pictures are quite big, logistically, and it becomes a difficult task when both of us are working full eight-hour days.

"First of all, we split the sequences. We are collaborators in the development of the story, but when we actually go into production of the movie, Roger takes a certain number of sequences, I take a certain number of sequences and become the autonomous directors of those sequences."

He adds that there are times when "one of us has to go to London and record Jeremy Irons (as Simba's evil Uncle Scar), while the other one has to be in California keeping the ship going, because these movies are so big."

Minkoff says the cost of the animated features is kept from the filmmakers, but they are committed to deadlines, which keeps the budget in check.

As for the movie stars who comprise the voice cast, Minkoff says he's still impressed. "Talk about an auspicious cast, this has got to be one of the most accomplished set of actors you could ever want to have in one movie. Jeremy was so collaborative."

There is also an in-joke for movie fans, a line of dialogue spoken by Irons that is taken from his Oscar-winning role in "Reversal of Fortune." In "The Lion King," young, naive Simba laughs as he tells his uncle, "You're so weird." And Scar, with a sinister look, replies, "You have no idea."

"One of the screenwriters came up with the joke and we all broke up," said Minkoff. "And then we thought, why not? It works for the scene and it'll play for anybody who hasn't seen `Reversal of Fortune,' but it's this great in-joke for those who have seen it."

And there's a poke at Disney, as Zazu the hornbill begins singing "It's a Small World" and Scar yells at him, "Stop! Sing anything but that!" Jokes about the Disney company in this context were unheard of a generation ago but, beginning with "Aladdin," have become more acceptable. "(Katzenberg) encourages us to be creative and he's fine with it, as long as we stay within acceptable parameters."

Other interviews on the Disney lot included a number of stars who provided voices for the film's wide array of characters:

- MATTHEW BRODERICK gave voice to the adult Simba, Broderick's first off-camera acting job. "They give you a lot of direction, at least me. More than I've ever had.

"You get the dialogue and you read the scene once and they say, `We want to try a few versions of line 16' - they put a number next to each line. And you just read it over five different ways, each line, and they pick out what they like and make a scene out of it. It's a very collaborative effort.

"I enjoyed it very much. There's no picture, of course, they do the drawings afterward. So, I really didn't know what it was until I saw it."

So, how did he come to be cast in a Disney animated film? "You got me," Broderick said with a laugh. "They called my agent. They said they listen to tapes of a bunch of different actors, they don't want to be fooled by faces, and think about who sounds like what they want.

"When we started recording, the character of Simba was much more cocky and confident than he became. When they cast me they were thinking along `Ferris Bueller' lines - or lions. But as they got into the story, it evolved into a more pensive kind of character, introspective, indecisive - different than it was originally."

Broderick said he was flabbergasted by the finished product, having no idea how it would look. "The opening sequence I loved, `The Circle of Life.' You know you're in for a good ride. But I thought Simba was beautifully drawn. It was everything I would have hoped. It seemed to go perfectly with the voice, too."

The animators say they take aspects of the voice actors' personalities and put them into the animals' physicality. Asked if he can see himself in Simba, Broderick said, "I do, a little. But I don't know if that's egocentric of me." Then, as he looked at a picture of Mufasa, whose voice is provided by James Earl Jones, Broderick added, "Well, look, yeah - that looks like James Earl Jones, I can see that."

Broderick said when he was approached about doing the film, he was "thrilled." "The opportunity to be part of (a Disney animated feature) is great. It's something that will probably be around a long time after any of my movies. Who knows? I saw `Snow White' when I was a little kid and it was done in the '30s. They last, these things. Although, eventually there will be so many of them . . . they're going to put out two a year now."

After Robin Williams' highly publicized comments about Disney being too cheap to pay him what he felt his "Aladdin" performance was worth, the studio has apparently been careful to set a uniform base salary for all the actors in its animated films. Broderick said each of the "Lion King" actors was paid the same rate, so negotiation was never an issue.

He laughed as he added, "If you consider the trillion dollars they make, they could spare a Range Rover for me or something." Then, more seriously, he said, "On the other hand, it's so much their thing. Robin was an exception, but there are certainly other actors who could have played Simba perfectly well. I was happy with the money, I didn't care about the money, I just liked doing it."

Asked if Disney uses as leverage the possibility of being part of an animated classic, Broderick said, "Yes, they know that - they know you want that, so they're very cheap." Then he added, "And I'd do it again anytime."

- JAMES EARL JONES, whose commanding voice can be heard every 30 minutes on cable television, intoning, "This is CNN," and who is also well known as the voice of Darth Vader in the "Star Wars" movies, seems to segue from picture to picture these days. This year he played Dana Carvey's boss in "Clean Slate" and will be seen reprising his role as Harrison Ford's boss in "Clear and Present Danger," the sequel to "Patriot Games."

"I had done animation before," Jones said of his participation in "The Lion King," "but this was nice. I like being part of it, and I thought it was a natural because I'm spiritually related to the lion, in terms of African mythology, religion. Whenever I go to Africa I always visit a shaman and they consistently tell me that my animal totem is a lion. So, I believe them, after all the second opinions and third opinions."

The reason he took the film, however, has less to do with his affinity for lions than his desire to make movies his young son will enjoy. "I have an 11-year-old son, and I enjoy doing things that are relative to him - `Sandlot,' `Lion King.' He can go to school with his chest stuck out. He doesn't like Darth Vader, so I've got to be very careful what I do. Not everything pleases him."

Jones exhibits genuine surprise when told that he seems to be working all the time, since he appears in two or three movies or more each year. "Really? Well, that's probably because I am not ashamed to take small roles. I have no problem with that. It often means small pay, but if the role is worth it, like in `Sneakers' - I felt honored to be in a movie with Philip Alden Robinson again. (He was also in Robinson's `Field of Dreams'.) It's better than waiting for the juicy role, the leading role to come along - because it might not come along."

As for the deep, singularly recognizable resonance of his voice, Jones said he has never done anything to develop it - it just came naturally. "My father - who is an actor also - always said he became an actor because he was the loudest kid in class. We were never told to hush, we always used our voices to call the animals, farm animals, using our voices fully. So, that's one part of it. The other is genetic. He has a body like mine, though he's in better shape, and you just get a certain timbre.

"When Darth Vader first came out, I denied it was me, and people would accept that it was Geoffrey Holder - the `Uncola Man' - because our voices are very similar."

Jones added that his father is 84, still works - and still jogs the Manhattan Marathon.

Asked how the CNN signature voice came about, Jones said he was doing some other voice work for Turner Broadcasting and someone suggested he cut some CNN promos for the logo. "So, they set up an appointment and I did it five times and that's how it came out. I got a flat fee, otherwise there's no way to negotiate that. What would I ask for, one-half of a penny per half-hour?"

- CHEECH MARIN, who was once part of the drugged-out comedy team Cheech & Chong, was in an earlier Disney animated flick, "Oliver & Company," and said he was delighted to be called up for another one. "Actually, I have compromising photographs of Jeffrey Katzenberg," Marin said with a sly laugh.

"They called up and said, `Hey, we want you and Whoopi to play these roles (hyenas that are comic villains),' and I said, `Sounds good to me,' seeing as I've worked for the family before.

"It's an interesting process, I like it a lot. And, you know, if you were one of the guys who did a voice in `Snow White' or one of the dwarfs, and your kids and their kids watch it, how can you not want to be a part of that legacy?

"This one looks like it's going to live and `Oliver & Company' will have a long life, too, and hopefully we'll do more. The first movie I ever remember going to as a little kid was `Peter Pan,' and I thought, `This is magic.'

"And my kids love it when I do one of these."

As to his former collaboration with Tommy Chong, there probably is no future for the team. "That's pretty much a thing of the past," Marin said, adding that they aren't in touch much these days. "He's out on the road doing standup."

- ERNIE SABELLA is a popular stage and television actor, and as the warthog Pumbaa, he plays off his friend Nathan Lane (as the meerkat Timon), with whom he is currently co-starring in the revival of "Guys and Dolls" on Broadway.

Sabella's warthog, he says with mock pride, "is the first flatulent Disney character." And he offers some gestures and noises he thinks would go well with the plush toy, which has reporters laughing uproariously. "Actually, I'm the second fatulent Disney character. There was a character, one of the dwarfs, `Stinky,' but they got rid of him."

Sabella said he originally read for one of the hyenas, along with Lane. Then, he found himself cast as the warthog and says ad-libbing with Lane is probably what clinched it. "We had timing and we knew each other well enough to feel there is no such thing as a risk."

And how does he feel about the animators modeling the warthog's look after him? "It's a great compliment, although my wife is suing for divorce. It's the open face, the eyes, the thought process, the head turn and angle, the gaze - all that stuff you invest as you're going into the microphone."

As to his participation in the film, Sabella said, "I got paid very nicely, and the repayment in your life is to be in a Disney movie, and that is going to be something to treasure for a long time."


Additional Information

"The opportunity to be part of (a Disney animated feature) is great. It's something that will probably be around a long time after any of my movies. Who knows? I saw `Snow White' when I was a little kid and it was done in the '30s. They last, these things."

Matthew Broderick