By Sydney Bucksbaum
July 23, 2019 at 07:33 PM EDT

Warning: spoilers ahead for The Lion King. If you haven’t seen the original Disney animated film or the 2019 remake, read on at your own risk! (But also, why are you reading this story?)

When Disney’s remake of The Lion King begins, there is a peculiar sense of deja vu. That jarring first “naaaa” of Lebo M.’s Zulu chant hits and the sun rises over the Pride Lands. The first animal that appears onscreen is a rhino lifting its head, just as it was in the animated movie. What follows for the next few minutes is an almost perfect shot-for-shot remake of the original animated Lion King opening sequence, but done in impressive photorealism this time around. At some points, the viewer may even forget that what they’re watching isn’t the original movie, just IRL.

But then Rafiki climbs up Pride Rock with some red twigs and roots in his hands instead of a fruit from his staff to smear red on baby Simba’s forehead — bringing about the first major change from the original animated movie — instantly reminding viewers that they’re in for a different experience.

Everett Collection; Disney

It may not sound like such a big difference — what’s the big deal about a missing staff, right? Well, dear reader, you couldn’t be more wrong. Even the most casual Disney experts know The Lion King like Timon and Pumbaa know which bugs are the most satisfying (pro tip: always go for the cream filled) after 25 years of watching and singing along to the classic. Every single change — both huge plot updates to trivial details — from the 1994 original stand out while watching the 2019 remake, and it’s not just how some scenes were extended for dramatic effect (which helps explain the extra 29 minutes of run time in the new version).

Everett Collection

If you couldn’t help but notice all the differences from the original to the remake or you’re morbidly curious to understand why so many people are paying to see a movie they’ve already seen before, EW has rounded up all the changes made from the animated movie to the 2019 update. Did you catch them all?

Rafiki’s bakora staff

Where did it go? The old mandrill has completely lost his walking staff/weapon in the beginning of the movie and instead has to rely on red roots to create a powder to smear on Simba’s head. No goop dripping out of one of the fruits tied to the end of it, robbing us all of that iconic imagery. At least now his shorter tail is much more authentic to what a mandrill actually looks like out in the wild instead of that long, catlike tail he has in the original.

Scar and Mufasa’s complicated history

In the original animated film, it’s clear that these brothers aren’t close based on Scar’s refusal to come to Simba’s debut at Pride Rock. But Mufasa had no idea just how deep his brother’s hatred of him went, so it’s understandable why he didn’t see his murder coming (even though it was always pretty clear that Scar wanted the throne). In the remake, we actually get a much more complex backstory of how much Scar hates Mufasa. During Scar and Mufasa’s first scene together, Scar implies that Mufasa is the one who gave him his iconic scar from when they fought for the throne in the past. But Mufasa’s “brute strength” won out over Scar’s intelligence, making him the king of the animal kingdom. The battle must have been gnarly to leave Scar with a lifelong war wound through his eye, and it’s obvious that he’ll never let go of that grudge.

And later in the movie, Scar also references Sarabi picking Mufasa over him as a mate which adds even more complicated drama to the sibling rivalry (especially when Sarabi keeps rebuffing Scar’s repeated advances after Mufasa’s death). Can we get a prequel movie about this next? Seeing Mufasa and Scar’s history play out onscreen after seeing the remake is now a must.

© 2019 Disney

Zazu’s jokes

While giving his morning reports, listen carefully to hear some great animal puns delivered in John Oliver’s signature style, playing to his Last Week Tonight strengths. Also, his cousin who thinks he’s a woodpecker sounds delightful. Maybe we could meet him one day.

That Simba drawing

Here’s another nit-picky detail you probably couldn’t help noticing. In the original Lion King, Rafiki takes his time to draw the cutest little image of baby Simba on his home tree. In the new version, he weirdly takes a bunch of bugs (real talk: huge bugs in live-action movies are just as gross as seeing them in real life) and arranges them on the tree trunk. Then he blows some dust over them and it leaves an outline of Simba’s face. Why this all-knowing monkey trusted a bunch of bugs to create this sacred drawing is a mystery that will never be solved.

Scar’s alliance with the hyenas

One of the biggest changes from the original comes in the form of Scar’s relationship with the hyenas. The animated movie makes it clear from the first scene Scar shares with the hyenas that they’re old … well, friends wouldn’t be the word that Scar used. More like “trusted” henchman for the lion to exploit ( … but the hyenas sure think they’re old pals with Scar).

The 2019 movie flips the script on this dynamic and has Scar meeting the hyenas for the first time right before he launches into the more intense and militaristic spoken-word version of “Be Prepared.” He approaches the hyenas with the plan to murder both Mufasa and Simba, allowing him to take the throne, and he allies himself with the hyenas to make it happen. There’s less implicit trust this time around than in the original, making Scar’s bloody end at the hands (er, teeth?) of these same hyenas a lot more understandable.

The male hyenas

The trio of hyenas in the original movie are iconic, thanks to Whoopi Goldberg, Cheech Marin and Jim Cummings as Shenzi, Banzai and Ed, respectively. But Shenzi is the only one who remains the same in the 2019 version (voiced by Florence Kasumba). The two male hyenas in the main trio are now Kamari and Azizi, voiced by Keegan-Michael Key and Eric Andre. Their traits are pretty much the same, though, with Kamari being the smarter of the two. Azizi is still the dumb one of the bunch, but instead of not being able to stop laughing (almost maniacally so), Andre’s spin on the goofy hyena sees him as more oblivious to personal space. Still funny, just in a different way.

Everett Collection

Simba’s fall

Brace yourself for the stampede scene, because it’s even more intense and heartbreaking in the remake than it is animated. The amount of sniffling and crying heard in theaters during the aftermath of this scene is off the charts for a moment that many people know is coming. And it plays out almost identically frame-by-frame in both versions, aside from Scar telling Zazu to go for help in the new version instead of knocking him out.

But Simba’s escape is really where things differ. His fall is way more realistic in the new version, and he never gets caught in prickly vines. Instead, he takes a tumble down onto a lower cliff where the hyenas can’t see him and carefully climbs down from there. If he fell the same way in the new movie as he did in the original, there’s just no way he would have survived it. This change makes sense!

Nala’s escape

A way that the new Lion King improves upon the original is by giving the female lions more agency (which is actually more accurate to how lion societies are actual matriarchal in nature, directly opposite from what The Lion King would have you believe). In the remake, Nala chooses to escape Scar’s tyrannical rule at Pride Rock to seek out help in overthrowing him and bringing order back to the desolate and starving Pride Lands. She sneaks out at night, dodging hungry hyenas and even throwing Scar off her scent with the help of Zazu’s distraction. The thrilling sequence is completely new and much better than the creepy reason she leaves Pride Rock in the original: Scar propositions her for marriage and banishes her when she refuses. Yikes. Also, props to Sarabi for helping expose Scar’s lies about Mufasa’s death during the climactic battle sequence at Pride Rock. The female lions are more proactive this time around!

Pumbaa’s … ahem, big moment

Not going to mince words here: Pumbaa farts in the new movie! He actually gets to fart and sing the word “farted.” Bet you never thought you’d see the day. Hearing Seth Rogen’s trademark voice joyously let loose the word “farted” during “Hakuna Matata” is one of the highlights of the new version. And when Pumbaa asks if his friend wasn’t going to stop him from singing that lyric, Timon just fires back, “No I wasn’t, you disgust me.” It’s a much different exchange from, “Pumbaa, not in the front of the kids.” “Oh, sorry.”

Disney

That antelope

After “Hakuna Matata,” the new Lion King takes an extra step to show just how well-known Simba the vegan lion has become in Timon and Pumbaa’s little slice of paradise. An antelope freaks out over seeing Simba, believing he’s about to be eaten, until he recognizes who it is. It leads to a hilarious exchange between the newly adult Simba and the antelope practically shaking with anxieties despite knowing that Simba isn’t going to eat him (some natural instincts just can’t be ignored). This is totally new from the original. And this antelope deserves more screen time.

The travels of a fur clump

The way Rafiki learns that Simba is still alive is pretty much the same in both versions of The Lion King, and it all has to do with a clump of Simba’s fur that travels to him. But in the animated movie, it just blows to him on a gust of wind. In the remake, it takes a much longer journey to get to Rafiki. It starts out being blown away to a bird using it in its nest to being eaten by a giraffe and literally pooped out and carried by a dung beetle until a sand storm carries it to an ant who brings it Rafiki’s tree. Talk about fate intervening.

Mufasa’s words of wisdom

When dealing with talking animals battling for a fictional throne, some suspension of disbelief is necessary in talking about The Lion King. But when Simba’s late father Mufasa starts talking to him through a cloud in the original, it’s natural to have some reservations on how the remake was going to tackle this moment. Thankfully, director Jon Favreau opted for a more abstract moment, having a cloud that kind of sort of could be in the shape of a lion’s face “speak” to Simba as more of a hallucination than anything. Yeah, Simba still hears his father’s voice, but it could be argued he’s just hearing what he wants to hear.

Beyonce’s new song

We all knew this one was coming after Beyonce announced her new song “Spirit” as part of her curated album inspired by The Lion King. So where is the new song located in the movie? As Simba and Nala make their way back to Pride Rock to take on Scar, “Spirit” plays throughout the montage of the long journey home. It’s uplifting and empowering as Simba finally accepts his destiny.

Kwaku Alston/© 2019 Disney

Timon and Pumbaa’s performance

One of the best Disney scenes of all time is when Timon and Pumbaa “dress in drag and do the hula” as a distraction for all the hyenas at Pride Rock when Simba and Nala sneak back into their home. Unfortunately, the remake just straight up erases that entire moment. Instead, Timon and Pumbaa take a page out of another Disney character’s book and begin performing Lumière’s opening lines of Beauty and the Beast‘s “Be Our Guest.” It was definitely surprising and hilarious, but we were achin’ for some bacon! (Yup, yup, yup.)

The Lion King is now playing in theaters.

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