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April 02, 2018 at 11:55 AM EDT

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Way back in 1992, Disney was smack-dab in the middle of what has become known as the Disney Renaissance — the company’s creative revival, spearheaded by the studio’s most popular animated films since Walt Disney’s heyday. But despite the successes of The Little Mermaid, Beauty and the Beast, and Aladdin, there was still a good deal of doubt swirling around Disney’s next animated project. The Lion King was the first Disney animated film not to be based on a preexisting story — sure, there are shades of Shakespeare, but there was no canonical fairy tale to draw from as they had for so many others, much less any human protagonists. As a result, The Lion King was a bit of an underdog; it went into production at the same time as Pocahontas, and many Disney animators chose to work on that film, seeing it as more of a sure thing.

But when it was finally released in 1994, The Lion King became the most successful animated film of all time up until that point. It pushed the envelope on Disney storytelling with heartrending sequences like Mufasa’s death, and came packed with star power — from award-winning actors like Jeremy Irons and Whoopie Goldberg to composer Elton John, who won an Oscar for “Can You Feel the Love Tonight.” In the decades since, it has inspired one of the most popular Broadway shows of all time, as well as an upcoming cinematic remake from director Jon Favreau (complete with its own star-studded voice cast).

Twenty-four years after The Lion King changed the animation game, EW spoke with producer Don Hahn, co-director Rob Minkoff, and actors Matthew Broderick, Nathan Lane, and Ernie Sabella — who formed the unforgettable “Hakuna Matata” threesome of Simba, Timon, and Pumbaa — about their experience making the legendary film.

DON HAHN (producer): The idea came from the press junket for 1988’s Oliver & Company. Roy Disney, Jeffrey Katzenberg, and the other animation studio heads were flying around Europe and came up with the idea to do Bambi in Africa, a coming-of-age story. For a long time, we just called it “Bambi in Africa.”

ROB MINKOFF (co-director): Every Disney movie up to that point had been a classic fairy tale, but there was no underlying material we could point to and say what it was based on. It was the producer of The Little Mermaid watching our pitch meeting who said, “Oh, it’s Hamlet.” Everyone smiled and said, “We’re making Hamlet with lions.”

MATTHEW BRODERICK (Simba): I remember getting the call for this big Disney animated film while I was on vacation in Ireland. Beauty and the Beast and The Little Mermaid had been really good, so I was excited. They sent me a package with a drawing of Simba and other characters. When I got back to the United States, they showed me around the studio, this enormous room with storyboards along the walls. You would start at one corner and walk around the room to read the “script.” It was thrilling because I got to see from the very beginning how it all came to life.

ERNIE SABELLA (Pumbaa): Nathan and I were doing Guys and Dolls on Broadway, so we went to the audition together. We ad-libbed and had fun with it, came up with our own silly stuff. Two months later, we got the call that you’re Timon and Pumbaa. I was like, “Who’s Pumbaa?” We’d read for the hyenas. [Minkoff’s co-director] Roger Allers said Katzenberg is putting these two characters in because he liked your audition and he saw you in Guys and Dolls, and he thinks you’re what we need. So we went from there!

BRODERICK: Each character had their own animator. My animator…would sometimes sit in the recording really quietly and watch me record, and base his drawings on what I was doing. I would base my acting on what he drew too. It was a very interesting process. I was recording over two or three years.

NATHAN LANE (Timon): It was a period of two years when we recorded. They assembled rough footage and drawings to see what they had and try to improve on that. It was their vision of a Broadway show going out-of-town and rewriting based on what they see. There was a song we did called “Warthog Rhapsody,” then that went away and became “Hakuna Matata.” When we heard “Hakuna Matata,” we thought it sounded like a classic Disney song. It was just a bouncy, catchy tune. We had a great deal of fun.

Everett Collection

SABELLA: There was one very early morning, right after we had just done five shows on the weekend. Nathan and I were not really awake yet, but they went right into it. He was trying to be funny, but [he was] dragging. So just to make him laugh, I did a little fart noise. He said don’t do that. I didn’t know it made him laugh that much, I’d never done it before. So he’d say a line, and halfway through, I would do it. This went on for half an hour. He was in tears.

LANE: We would just giggle and go on with the material, but eventually they thought that was amusing, and since he was playing a warthog, they incorporated this notion of flatulence into the character of Pumbaa because of this little thing he did to entertain me in the morning.

HAHN: We considered Eddie Murphy for Timon, but Nathan and Ernie brought this great stupid-funny thing to it that worked really well. It’s a heavy story, about a lion cub who gets framed for murder, so you need this lightness on the side, and they were able to provide it.

MINKOFF: There was an argument in the studio because people felt it was inappropriate to go close on Simba with Mufasa’s [dead] body. I felt very passionately [that] it had to be disturbing in order to be affecting. There was something raw and intense about Simba tugging on his dead father’s ear.

SABELLA: At one of the screenings out in L.A., Katzenberg was sitting four chairs ahead of me, and at the end of it he said, “You guys saved our ass.” When Mufasa dies, it’s like Hamlet. Everybody’s dead on the stage. Where do we go now? So along came Pumbaa and Timon.

LANE: The fact that people still remember it fondly…is very gratifying. You don’t know how these things turn out, but Jon Favreau knows what he’s doing and has done some smart casting in terms of contemporary actors doing the parts. It’s Billy Eichner’s problem now.

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