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How the Original ‘Lion King’ Came to Life

Twenty-five years before the photorealism of Jon Favreau’s 2019 remake, codirectors Roger Allers and Rob Minkoff and a team of mostly upstart animators turned Walt Disney Animation Studios’ first original concept into a classic

Disney/Ringer illustration

Roger Allers approached the edge of a deep ridge, looked over a sweeping valley full of galloping zebras and wildebeests, and had a vision.

By November 1991, the recently anointed codirector of The Lion King was three weeks into a trip to Kenya with a small group of animators and artists to scout, photograph, and sketch the region’s wildlife. Together they roamed the savanna by Jeep, stopping in silence to observe a hornbill hopping around, a distant rainstorm, or a pride of lions stalking its prey.

“We watched a mother and her two cubs,” Allers remembers. “The next morning, we saw their kill, a gazelle. The little cubs would poke their heads up from the carcass with their charming whiskers clotted with blood, and you go, ‘Wow, this is such a dramatic contrast.’ It was very inspiring.”

But for Allers, it was when he stared down at the valley from up high that the movie’s primary theme came into focus. “I almost don’t want to say it because it’s too corny, but I just had this ‘king of the mountain’ point of view,” Allers said. “You got to look over the kingdom, the kingdom of animals.”

The conceptual seeds for “The Circle of Life”—the majestic, chill-inducing opening sequence of the iconic 1994 Disney film—had been sown. Rob Minkoff later joined the project as codirector, Andy Gaskill took over as art director, and a story that had initially been constructed with a variety of sensibilities took on a unified and epic scope. Combined with Hans Zimmer’s score, the artistry made for an innovative and dramatic overture of camera movement and vibrant detail, previewing the Shakespearean story to come.

Six months before The Lion King hit theaters in 1994, producers used this prologue for the movie’s first trailer, a genius tactic used 25 years later for Disney’s photorealistic remake. The new version, now in theaters, captures a stunning authenticity, while simultaneously making many viewers nostalgic for the original animated feature’s colorful, expressive, and emotional artwork. And understandably so. Thanks to an underdog team of animators, the movie told an engrossing story without the safety of source material—the first time in Walt Disney Animation Studios history. Over three years, its creators faced numerous obstacles but combined to produce a morality play that popped with distinct, hand-drawn African themes, ultimately becoming a technical and philosophical feat.

“We were talking about how to [film] it so that people would be transported in a way that they hadn’t been transported in an animated feature before,” the movie’s artistic supervisor, Daniel St. Pierre, tells me. “When you forget you’re watching hand-drawn artwork, it’s quite a magical thing.”

When all was said and done, The Lion King breathed genuine human emotion into a story that, while epic, featured animals only. At the same time, the movie served as evidence of Disney’s desire to try new things, and to push the technical boundaries of filmmaking. Twenty-five years later, The Lion King has returned (not like that), yet again as an expression of Disney’s technological strength: a genuine achievement in photorealistic animation. But as many critics have breathlessly pointed out, something is missing in the 2019 iteration. In turn, the nostalgia for the original is only growing.

All screenshots via Disney

The Lion King didn’t start out as a Disney darling.

Initial production began in 1988, but a couple years later, the movie changed leadership, with Allers and Minkoff replacing George Scribner. Around the same time, Pocahontas had also gone into production, taking Disney’s most experienced animators with it. Lion King was left with a group of untested artists, and friendly competition brewed between both creative teams.

In a television interview, Jeffrey Katzenberg, then-head of Disney’s motion pictures division, gloated about the potential for Pocahontas with little mention of The Lion King. “Everybody thought that was horrible,” artistic coordinator Randy Fullmer said. “That was like, ‘Wait a minute, are we second-class citizens?’” Production designer Chris Sanders remembered when Katzenberg told him that The Lion King was “likely not to be a very big film, but don’t feel bad because you’re still part of the team and it’s a beautiful film.’”

With a chip on their shoulders, the creative group ran with the “stepchild” label. “There was a healthy competitiveness,” St. Pierre recalls. “When you’re on the ‘B’ picture and nobody knows what it is, there was no precedent set.” Many inexperienced artists and animal enthusiasts earned the chance to be lead character animators, while Allers and Minkoff adjusted on the fly as first-time directors, piecing the story and visual elements together. “For two years we were pushing the boulder up hill,” Minkoff says.

Near the start, the filmmakers placed all the artwork they were considering onto the floor, hoping for something to click. The most resonant images came from Hans Bacher, who had painted numerous thumbnails in the style of National Geographic photography. Minkoff, inspired by John Ford and David Lean epics, wanted to capture that realism but also infuse it with the spirit and scope of American Westerns, only through the filter of an African savannah.

Sanders agreed. As another member on the trip to Kenya, he remembers pausing the expedition to observe the vastness of the plains. “We were standing on a plateau, and as I looked around I saw five different rainstorms,” Sanders says. “They were all around us. So one of the things I commented to [story supervisor] Brenda [Chapman] was we’ve got to capture the size of this place. We wanted that scale.”

To bring those visions to life, Gaskill put together storyboards, starting with “The Circle of Life,” and rendered his vision for Pride Rock, which immediately impressed Minkoff. Previous sketches featured bland round rock formations that didn’t offer any distinctive habitat for the lions. “Andy literally started scribbling ideas and he had drawn something which looked like the Titanic sinking, and we were like, that’s the direction it needs to go.” Minkoff says. “It looks iconic.”

From the opening sunset to the procession of animals, Gaskill remained dedicated to capturing nature’s dueling macro and micro perspectives. Inspired by N.C. Wyeth paintings, he often sketched out bold imagery and used cinematography previously unseen in two-dimensional animated features. “The landscape itself is just so beautiful and moving and monumental in and of itself,” he said. “It is like a character, and I wanted to respect that, so a big thing was not to stylize it too much, not to turn it into a cartoon.”

To accent that idea, Gaskill implemented a rack focus technique, quickly shifting the camera’s focus from ants walking along a branch in the foreground to zebras stampeding in the background. He employed other live-action-inspired tricks—intense zooms onto Pumbaa’s face and 360-degree dolly moves around Scar and Simba—enabled by newer computer technology. “I think Roger and Rob pushed those cameras to their limits,” Sanders says. St. Pierre, who came to the production with his own cinematography background, agrees: “Approaching it like a live-action movie instead of cartoon movie was key. I was very happy with some of the risks and experiments that we took to do that.”

By the time the opening sequence had been put together, Disney executives finally began to understand the powerful potential of the movie, and the outlook started to change. “It really evolved over the course of the filmmaking,” Minkoff says of the opening sequence. “But when we had the song and cut it with the story reel, it started to show the promise of the movie.”

Before serious character animation had begun, the creative team had a first-hand encounter with the real-life stars of the movie. Upon the studio’s request, Jim Fowler, the cohost of Wild Kingdom, visited Burbank with a family of lions, showcasing a male, female, and cubs to a room full of animators, who sat with sketch pads and admired their muses on stage.

“The male lion came in and was happy to lie down and be observed, but the lioness came in and there was something terrifying about her,” Allers remembers. “The personal interaction—no bars, no distance between you—really made you feel these creatures. It really brought you close to them.”

The group would occasionally take trips to other wildlife parks and watch videos—noting a meerkat’s funny tics or a warthog’s gait—but being up close to the lions offered the animators a chance to see the nuances and majestic presence of the creatures, in a mostly controlled environment. “The lion actually started getting a little aggressive, and he was kind of growling and roaring and sort of tossing his head,” Gaskill recalls. “Jeffrey [Katzenberg] was making this real concerted effort to keep laughing and just sort of putting on a happy face, but that lion did not look happy.”

“It growled at him,” Fullmer laughs, “and he jumped about 30 feet.”

From those sketch sessions, the animators began conceiving characters using video recordings of the voice-over work. That allowed Tony Fucile, Mufasa’s animator, to tap into James Earl Jones’s staunch manner and Andreas Deja to illustrate a completely opposite direction for Scar. “He’s got that kind of lanky, ravished sort of expression that you see in Jeremy Irons,” Gaskill says.

“I think the big strengths of Disney Animation is they would get the voice actors early and animators would get to work with the voices,” Allers says. “Really, these characters are not just animals, and that’s not to diminish the whole animal kingdom, but they are a hybrid of human and animal, and I think that’s very powerful. It touches into the mythological.”

For Scar, a lion wearing burnt orange fur and a black mane, authenticity sometimes shared equal footing with metaphor. “You associate Scar with darkness and brooding,” Gaskill says. “You wanted the visuals to be close enough to reality, but enough that you could kind of distinguish good and bad.”

Minkoff, a onetime animator before the project, also understood the importance of his artists acting out scenes inside their small sketch rooms. “Being an animator is really like being the actor in the movie,” Minkoff says. “You want the actors to be inspired and feel they are drawing the performance out of themselves, so you actually encourage the animators to perform.”

Once the characters were set, animators would draw out scenes in pencil that would be scanned into the Computer Animation Production System—a relatively new Disney invention at the time—and then digitally colored by a team of painters. Eventually, the finished products would be superimposed onto painted and layered backgrounds and transferred onto film. All of these processes would be happening simultaneously, with the directors overseeing progress and offering notes on the dailies.

“It’s really true that out of the 1,500 scenes, the lighting is going to be different in every scene,” Fullmer notes. “You’re putting opacities, varying transparencies on dust and water; you’re working with lighting; you’re doing a million things to try to make it all come together.”

Arguably the most challenging and technically masterful scene the animating crew pulled off was the wildebeest stampede that leads to Mufasa’s death. For more than a year, a group of artists attempted to draw herds rampaging down a ravine, but “it just looked awful,” Fullmer says. “Everybody was tearing their hair out.” Eventually, senior animator Ruben Aquino had the idea to draw a wildebeest’s run cycle, sketching about 12 drawings in four hours. At the time, artistic supervisor Scott Johnston and a team of CGI engineers at Disney had been developing a new three-dimensional coding technology that could program herd behavior by replicating and multiplying a single drawing of the cycle. The singular galloping wildebeest, in this instance, was placed into the program and copied hundreds of times, with run cycles timed at different intervals, to emulate a full-on stampede. “If you put an obstruction in their path, they’ll, as a herd, move around it,” Gaskill says.

Just as important to capturing the herd’s fluid movement was depicting the dusty atmosphere. The special effects crew added numerous layers of dirt to fog up the air, all possible thanks to the computer. “You could have really thick dust at the base of the scene and then get lighter as it went up into the air,” says Fullmer, who played a key role in adding the atmospheric quality to the picture.

“It’s hard to achieve in a traditional animated film because layers can build up [and] it discolors the image,” Minkoff says. “So they would paint characters differently depending on how many layers were in the scene.”

With the CAPS system, though, animators could use as many as 50 layers for particular sequences, which added to the movie’s scrupulous detail—raindrops falling onto a lake, wind pulling the tops of plants—and gave The Lion King another look distinctive from its predecessors. “It’s always fun to get a new tool that opens up your world,” Allers says. “Sometimes it’s scary because you’re not sure if that’s going to put limitations on you. But we were all very excited to push the envelope.”

Despite the movie’s grounding in realism, some of its most memorable and visually arresting sequences come during its more fantastical and abstract musical numbers.

“Anybody who really wants to study The Lion King can see that we just kept following our muse,” Allers says, “which led us in all different directions at once.”

The first artistic departure occurs during the song “I Just Can’t Wait to Be King,” in which a young Simba pounces onto the grass and turns the landscape bright red and pink, into something “whimsical and more children’s-book oriented,” as Allers describes it. The scene progressively becomes more surreal—the cubs ride ostriches while burgundy elephants and green rhinoceroses take up the foreground—leading to what Allers also describes as a Busby Berkeleyesque tower of dancing animals in the sky. Sanders, primarily responsible for conceiving the scene, used the lyrics to guide his vision, which included elements of African folk art and bold pattern choices. “Simba is convinced that his life is going to be just out of control, nonstop fun when he finally takes over. And so we wanted to catch all that in the sequence,” Sanders says. “We took the colors right up to the edge … but they all harmonized.”

Moving into the surreal was an intentional decision for Minkoff, who knew the song needed to embrace artifice and specific human design to separate itself from the movie’s darker themes and smoother visuals. “That gave us the license to treat all the songs that way—an alternate reality for the characters,” Minkoff says. “It would be a companion to what the world looks like in its natural state.”

The same was true for Scar’s musical interlude, “Be Prepared,” which begins with the sickly greens of sulfurous mud pots, which double as stage lighting. In regard to the hyenas who begin marching with Scar in unison, Allers admits the imagery was taken directly from Leni Riefenstahl’s 1935 Nazi propaganda film, Triumph of the Will. “And in the end of it,” he adds, “we did a thing which we refer to as ‘Carnival in Hell,’ where the landscape starts blowing up and it all turns into a hot carnival of colors and land masses rise up.”

The filmmakers turned to Sanders again for the crucial turning point in the story, when the spirit of Mufasa reminds Simba to return home and take his place as king. With just the dialogue, Sanders knew he had plenty of routes to take: Mufasa could be a lifelike ghost, a series of stars, or just a dark presence. “It takes a long time to find that kind of strength and simplicity,” says Sanders, who was asked by Allers to push his abstracted ideas further.

Inspiration hit as he listened to a piece of music from The Mission, a 1986 film about Jesuit priests starring Robert De Niro and, coincidentally, Jeremy Irons. Sanders began storyboarding late at night, using pastels to fully encapsulate a vision of Mufasa emerging from the clouds. “I really wanted people to understand that part of this moment was going from this blue dark night to this light show of a cloud that was just throbbing with intensity,” Sanders says. “And then as soon as it was over, that cloud just rolled back and rolled away, like a carpet being rolled up.”

In The Lion King, the emergence of Timon and Pumbaa (who were, in fact, animated by first-time character artists) is a demarcation point, slicing the movie in half and distinguishing the environment of the Pride Lands from the grub-filled, care-free setting of Simba’s maturation. The distinctive environments were one of Minkoff’s additions when he came onto the project, and forcing Simba to navigate between the two does distinguish the two halves of The Lion King, while also capturing the almost biblical scope of the African savanna. This presented a challenge for Sanders, though: He knew he needed to create something utterly overwhelmingly to legitimately inspire Simba to return to where he was born.

“It had to be something on that scale, that it would actually move [Simba] back into a danger zone, to take responsibility for something,” Sanders added. “That’s what the whole movie’s about.”

In the final months of production in January 1994, the creative team faced an obstacle they couldn’t control: the Northridge earthquake hit Los Angeles, wiping out major freeways and preventing many animators from getting to work or returning to their homes for several days. Some had to take trains, some worked from home, and others slept and bathed at the studio. After the initial quake, a series of aftershocks continued to spook most of the team. “Rob and I would be in editorial in this little room, and we were still editing on film in those days,” Allers says. “We had these metal racks with all these reels of film on the walls and we’d be in there doing the cut, and all of a sudden we’d get an aftershock and the walls would start shaking and all the reels would rattle in their shells.”

“Every night when you went to sleep in your house you felt like you were sleeping in your own coffin, because the aftershocks seemed to come only at night,” Sanders remembers. “I think that The Lion King gave everybody something to hold onto.”

Twenty-five years later, the movie still has the same effect. The Lion King remains solidified in its place atop Disney’s animated canon, with its groundbreaking aesthetic and elevated narrative. It suggested that a two-dimensional medium didn’t need to be treated as such, and it proved that beautifully conceived anthropomorphic African animals could convey an unrelenting emotional response.

“It’s just a testimony to people’s struggle that they wouldn’t give up,” Fullmer says. “And it came together.” Released on June 24, 1994, The Lion King made $312.8 million domestically, and in its lifetime has made nearly $1 billion worldwide.

The movie’s success, financially and artistically, certainly helped legitimize the creative team’s years of collective effort. But for Gaskill, who missed out on the initial trip to Kenya, a question remained. As someone responsible for a wildly popular vision of the Serengeti, he still wanted to visit Africa on his own, eager to see whether his artwork had held up. In 2009, he finally made the trip and found his answer.

“Everywhere I looked, I saw The Lion King,” he said. “I feel like, yeah, we really did capture it.”

Jake Kring-Schreifels is a sports and entertainment writer based in New York. His work has also appeared in, and The New York Times.

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