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On December 21, 1937, Walt Disney Productions premiered

to an audience hesitant toward a full-length animated feature. Beating box office predictions, the film earned $8 million internationally, becoming the most successful film of all time. Afterward, Disney continued to release one critically acclaimed film after another, from

(1941). For roughly the next three decades, the studio made masterpieces which delighted the kid in every adult. But on December 15, 1966, the unthinkable happened: the “Old Mousetro” himself, Walt Disney, died, leaving behind a legacy of classics but an uncertain future for his animation studio.

Shirley Temple presents Walt Disney with an honorary Oscar – and

In 1984, Walt Disney’s nephew Roy E. Disney brought Paramount Pictures’ former senior vice president Michael Eisner and one-time Warner Brothers chief Frank Wells as CEO and president of the company. With Eisner, Paramount colleague Jeffrey Katzenberg arrived as the studio chairman. During an initial meeting at Disney, Eisner instructed Katzenberg to revitalize the company’s animation department. Since Walt and his team of “Nine Old Men” were no longer at the studio, it was struggling to deveop projects with the same masterful storytelling of its earlier years. Thus, Katzenberg chose Peter Schneider to represent Walt Disney Feature Animation as its first president.

. The film, which had been in development for about ten years, failed to connect with critics and audiences. Disney fared better with

grossed more than twice as much domestically.

However, Disney still needed a new film to please both critics and audiences. Unbeknownst to the studio, it was about to get several. Courtesy of

arrived in 1989, ushering an era known as the Disney Renaissance. The following year, Hendel Butoy and Mike Gabriel’s

became Walt Disney Animation Studios’ first sequel. The film was a financially successful response to its 1977 predecessor,

, which once held the domestic record of highest opening for an animated feature. In 1991, Gary Trousdale and Kirk Wise’s masterpiece

opened with massive praise and became the first animated feature nominated for the Best Picture Academy Award. Clements and Musker then returned with

In the midst of all the achievement, Disney carefully planned their next big musical. They felt confident the picture would earn critical acclaim and break box office records. With powerful music, captivating visuals from many of the studio’s top animators, and a story loosley based on a Shakespearean classic, Disney eagerly anticipated for this film to take the world by storm. The film was

. Meanwhile, Disney was also developing a B-film about a boy in Africa, framed for murdering his father. With music by Elton John.

Director George Scribner, praised for his Mickey Mouse short

. “When the project was originally conceived, it was suggested that it would kind of be a ‘

with lions in Africa,” explained Rob Minkoff, who later joined the project. “

is a very naturalistic film about what life is like in the forest for those creatures. That’s kind of the approach that was being taken. It was a bit more straightforward and true-to-life.”

‘s concept was intriguing, the Disney brass were unsatisfied by its story. Hence, they brought Roger Allers on board as a co-director. Allers had previously worked as a storyboard artist on

. “Since I had a lot of experience working closely with the composers and the directors, I started wondering whether I should try directing. Some other people had been suggesting it,” recalled Allers. “I proposed it to Peter Schneider, so he put that away in his head. I had been helping out on

. When I finished with that, basically he asked me to join.”

Rob Minkoff (left) and Roger Allers during the original production of

However, the directorial team of Scribner and Allers still struggled to find a story approved by Disney management. Finally, the studio decided a change in directors was needed, turning their attention to Minkoff. At Disney since 1983, the Cal Arts graduate had directed the Roger Rabbit shorts

(1990). “Disney decided to make a change away from George and asked me to come in. I think they gave Roger the opportunity to stay with the movie and join me on it or not,” remembered Minkoff. “The two of us got together and talked over my ideas. Roger had some ideas that hadn’t quite managed to get to the surface of the project.”

Over two days’ worth of meetings, Allers and Minkoff met with producer Don Hahn, as well as

directors Kirk Wise and Gary Trousdale, to retool the film. “When I got involved, we were able to bring some of the more mythical and magical elements, like Mufasa’s ghost coming back to talk to Simba, which were not part of the film before,” said Minkoff. “Also, Rafiki as a character changed dramatically to become sort of a shaman witch doctor as opposed to what he had been previously, which was more of a politician.” In time, the filmmakers began to see similarities between their film and Shakespeare’s

, drawing inspiration from the latter work. Minkoff and Allers worked from a screenplay by Irene Mecchi and Jonathan Roberts, with revisions from Linda Woolverton. Brenda Chapman served as story supervisor.

Despite the film’s promising story, Allers and Minkoff faced another hurdle: convincing top animators to work on the project. “We had a difficult time convincing people to work on the movie because the studio had decided they were going to do two productions at the same time, which hadn’t been done before. That meant the artists basically had to be divided among the productions, which gave the artists actually a lot of clout and control over what they wanted to work on,” elaborated Minkoff. “If they didn’t want to work on

was a more obvious hit, there were a lot of top artists who wanted to work on it. We were struggling to convince people to work on our movie.”

wasn’t based on a fairytale or a previously-published work. There was no awareness of what it was. There was a general sense of, because of that, there was no guarantee whether it would succeed,” said Minkoff. “

was a project that Jeffrey and others at the studio felt was much more of an obvious hit, in the sense that it was combining two classic stories. It was telling the Pocahontas story. People, if they didn’t know much about it, certainly had

Pocahontas. And Disney was really trying to take an angle on it based on

had one more sizable factor: Alan Menken, who had won six Oscars with ten nominations for

. “To me, it was fine that Alan was on the other project. That seemed in Alan’s field – a romantic movie, because he was really good at that,” said Allers. “I don’t think we felt like, ‘Oh, I wish I had Alan Menken.’”

, which was really a spectacular song,” admitted Minkoff. “I think all of those things led them to feel

Without Menken, Allers and Minkoff still planned for

to be a musical. For inspiration, Allers considered his time with Menken’s lyricist, Howard Ashman, who had passed away in 1991. “Basically, we were still three-quarters of the way through

when Howard died. He was actually involved right up to the end, working with us,” remembered Allers. “It was a wonderful experience, working with Howard and Alan. But it was such a painful one in the last days, having phone call conferences with him as he literally faded away. That was rough.” In his time with Ashman, Allers carefully studied the intricacy of the musical genre. “He helped us see the connection between stage musicals and animated musicals. He really educated us, in a huge way; he helped us understand the structure and purpose of songs.”

To pen those songs, Disney hired one iconic pop star and

‘s Oscar-winning lyricist. “Really, right when I started, they told us we were going to get Elton John and Tim Rice,” said Allers. “I had always liked Elton John’s music. I would never have thought of him for

took place at Walt Disney Feature Animation in Glendale, California, and the Feature Animation satellite studio at Disney-MGM Studios in Lake Buena Vista, Florida. Minkoff and Allers balanced directorial duties via trips and phone conferences. “

was made entirely in Florida, so I had actually spent six months there, working in Orlando at that studio. I got to know everybody quite well,” reminisced Minkoff. “So it wasn’t too difficult. Although we would have to use the phone a lot and do long-distance communication, since there wasn’t much of a way to do video conferencing, it was still a fairly seemless way of working.”

Interestingly, Allers differed slightly about the experience. “That was hard, directing over the phone sometimes. The animators would send out tapes of their work to us. We’d be looking at their work on the monitors here, while talking on the phone to the animators there. Would not want to have to do that again. That was awkward,” confessed Allers. “It was much better when we were sent to Florida. Rob and I would take turns going to Florida and working directly with them. But we just couldn’t be there all the time.”

Still, both directors agreed on the overall quality of the animators’ work. “The people who were there, leading on the artistic side, were really experienced,” praised Minkoff. “Mark Henn, I remember, was one of those based in Florida. He was the supervising animator on Simba and was such a good animator.”

After approximately four years, Allers and Minkoff completed

g. Eagerly, they waited to see the results of their labor.

opened domestically with a limited release in two theaters. The film grossed $1,586,753 for a per theater average of $793,377, a record for largest per theater average during a weekend. Reviews praised the film’s mature story, humor, and majestic animation.

opened nationwide in 2,552 theaters and collected $40.9 million, a record of largest opening for an animation film. By the end of its run in spring 1995, the film had earned $312.9 million domestically. Worldwide, the film collected $784.7 million, becoming the #1 movie of 1994 and the biggest animated film of all time.

also found controversy. Apparently the film shard multiple similarities with Osamu Tezuka’s 1950 manga

. While their stories were different, the works shared similar character designs and names. When first hired, actor Matthew Broderick, the voice of adult Simba, actually believed

. However, Disney’s official stance on the matter was that the similarities were merely coincidental.

was celebrated with numerous accolades. John and Rice won an Oscar for

also landing nominations. Composer Hans Zimmer received an Oscar for his musical score. At the Golden Globes, John, Rice, and Zimmer were likewise honored for their music, while Hahn earned a statue for producing the Best Motion Picture – Comedy/Musical. The Annie Awards selected

as the Best Animated Film of 1994, and also honored Brenda Chapman for her story.

in 1994. Allers and Mecchi wrote the book for the musical, which featured new music by John, Rice, and Lebo M. Directed by Julie Taymor,

won numerous accoloades amongst its critcal acclaim. The musical received six Tony Awards, including Best Musical. Taymor was honored for her direction and costume design, the latter with Michael Curry. Garth Fagan earned a Tony for his choreography, as did Richard Hudson for his scenic design and Donald Holder for his lighting. Interestingly, much of the talent which transferred from the film to the show were left with only nominations, including Allers and Mecchi. Other nominees included the Best Original Score team of John, Rice, Zimmer, Lebo M, Taymor, Mark Mancina, and Jay Rifkin.

would go on to deliver 5,754 performances by September 25, 2011, becoming the seventh longest-running show on Broaway.

franchise. The same year the film broke box office records, the studio found another goldmine: direct-to-video films. Hitting store shelves on May 20, 1994, the

was expected to sell two million copies. Instead, it sold nearly 11 million copies, collecting close to $100 million. Meanwhile,

arrived on VHS on March 3, 1993, ultimately selling 32 million copies to become the top-selling VHS title of all time. Thus, DisneyToon Studios began production on a direct-to-video sequel to

hit store shelves on October 27, 1998. With a plot loosely inspired by

, the sequel also follwed Simba’s parental relationship with his cub, seen briefly in the first film. Many viewers were caught off-guard when the cub was revealed to be a girl, Kiara. After all, Disney had portrayed Simba’s cub to be a male, Kopa, in the 1994 book anthology

. Minkoff and Allers, having created the character for their own film, were likewise surprised by the revelation. “It was not our idea that it was a female cub,” said Minkoff. “They decided they needed a different angle on the story.” Disney sold over 13 million copies of

Around the same time, Disney began to show interest in IMAX, a theater format with a screen size, resolution, and sound far greater than those of a typical cinema. On January 1, 2000, the studio released

for an exclusive run at the theater chain. By the end of its four-month engagement, the film had gathered $64.5 million – a respectable amount but nowhere near the usual gross a Disney animated feature made in regular theaters.

But Disney realized another way to utilize IMAX. Rather than release new films in the format, the studio used IMAX to re-release classics, offering audiences a new way to experience some of their favorite films.

was the first of these re-releases, treated to an exhaustive restoration. Hitting IMAX theaters on January 1, 2002,

, which had been deleted from film’s original release. By the end of its IMAX run, the film had added $25.5 million to its lifetime domestic gross, bringing the total to $171.4 million.

to IMAX. Allers and Minkoff returned to help restore the film. “We had to go through the movie and clean up certain scenes again, for the IMAX screen,” explained Allers. “Blown up to such a large scale, things that were drawn smaller – like elephants in the distance – might have appeared wiggily on a large screen like that.”

Allers also took the opportunity to make a few changes to the

musical sequence. Overall, he was pleased with the character design. “Chris Sanders was our character designer of all those animals in

,” acknowledged Allers. “He did such a fantastic job.”

But Allers was unsatisfied by the design of one particular set of animals in the original sequence: the crocodiles. “I think, in the rush of trying to get the film done, the scene kind of fell through the cracks. They wound up just using a story panel,” he explained. “It might have been my drawing; it might have been someone else’s drawing. Whoever’s drawing it was, it had never really gone through a proper design path. But they wound up just doing the designs from the story panel.” Hence, animators reworked certain elements of the original film, for the IMAX release. “When we went back in and re-cleaned up some of the smaller work,” he said, “I used that opportunity to have those crocodiles redesigned.”

. The song was deleted during production for the 1994 picture but recycled for the Broadway musical.

partially replaced the film’s spoken pouncing lesson between Mufasa and Simba, with Zazu singing about the latest news in the animal kingdom. Voice actor Jeff Bennett provided the singing voice of the “king’s majordomo.” As he did with

– Rowan Atkinson opted not to reprise his role as Zazu. “It was not because of unwillingness, because he’s a fantastic guy,” said Allers. “I just think he wasn’t available at the time.”

was considered a controversial change by many fans of the original film. Still, Disney considered it a way to entice audiences to revisit

on th big screen. “I think the question is, ‘If you’re going to re-release it, why?’” asked Minkoff. “Doing a new sequence can certainly be a reason the audience may want to come back to see the film a second time. If they’ve seen the film before, would they go back to see it if it were just on a giant screen? They might. But if there’s something they’ve never seen before, it becomes worth investing further into the film.”

“In all honesty, I think we did a good job integrating that song from the Broadway show into the movie,” admitted Allers. “But I have to say, I’m partial to the original version.”

arrived on DVD, moving more than two million copies. Its marketing was used to herald the film’s next sequel – or, in this case, “inter-quel.” In

, Timon and Pumbaa revisited the first film, explaining how the meerkat and his porcine pal were actually involved much more than audiences realized. The film seemed loosely inspired by the Tom Stoppard play

, which showed the title characters in every major event of

had more involvement from the behind-the-scenes talent of the original classic. “Irene Mecchi and I would go to the story meetings at the Frank Wells Building, for the video division,” said Allers. “We worked with them, made suggestions, came up with gags – that sort of thing.” When it hit stores on February 10, 2004,

received arguably the best reviews for a Disney direct-to-video sequel, including a 79% approval rating at RottenTomatoes.com. Like

, the film won the Annie Award for Best Animated Home Entertainment Production.

During the mid ’00s, Disney became enamored with 3D. The studio experimented with James Cameron’s documentary

(2005). Certainly, audiences were intrigued by new releases being shown in 3D. But Disney wondered how they would respond to classic titles re-released in the format. On October 20, 2006, the studio issued

in 3D to theaters, beginning an annual event. In its first 3D release,

collected $8.7 million. In 2007, it grossed $14.5 million, followed by $1.1 million in 2008. Simultaneously, other studios began utilizing 3D to increase earnings for their films. In 2010, the format reached an all-time high of popularity, helping Cameron’s

achieve worldwide totals of $2.8 billion and $1 billion.

With a history of successful theatrical re-releases, Disney decided to try their next ambitious 3D effort, converting a traditionally animated classic. For this process, the studio went with the same lineup as their Broadway and IMAX ventures:

“I got a call from Don Hahn. He said the studio had been talking to him about possibly doing a conversion. We all ended up meeting together – me, Roger, and Don – with Robert Neuman, who was heading up the artistic effort on the 3D conversion,” recalled Minkoff. “We looked at the movie and talked about it; we talked about 3D and what things we liked and didn’t like. We talked about how we hoped to see

To help the filmmakers visualize their film in 3D, Neuman had already prepared converted footage. “He showed us some of the tests they had done,” said Minkoff. “He showed us that the results would actually be quite good. We were very excited about how it would impact the film.”

“He also showed us the process, which was fascinating,” added Allers. “It’s an incredibly labor-intensive process where, in every frame, the parts of the character and the background are assigned different focal lengths.”

Roughly four months later, Minoff and Allers were pleased with the conversion. “I thought it worked really well,” praised Allers.

“I’ve seen it a couple of times, projected on the big screen, and I think it’s really successfully done,” reviewed Minkoff. “It brings a dimension to the film that makes it a more visceral experience.”

was released nationwide on September 16, 2011, scheduled for a two-week engagement. Analysts’ expectations for the first weekend were modest, predicting an opening less than $15 million. Instead,

became the top film at the box office for two weeks, with $30.1 million and $21.9 million. Disney responded by extending the film’s theatrical run.

were likewise released, albeit only in a trilogy package.

Curiously, Minkoff and Allers have not teamed again for another movie, unlike Clements/Musker and Wise/Trousdale, the other most popular directorial duos of the Disney Renaissance. “Based on circumstances at the time, I ended up doing a live-action feature,

,” explained Minkoff. “But we’ve talked about working together again. We’re very good friends; we see each other quite a lot. I’m hoping we find the right project to do and get a chance to work together again.”

For Allers, the feeling is mutual. “Rob has asked, ‘Would you like to do this again?’ I said, ‘Sure!’ So who knows,” concluded Allers. “It is not precluded from the future by any means.”

The 3D Depth Map created by Robert Neuman, the 3D Stereographer on the film.

Positive numbers refer to the pixel amount the image will come out of the screen.

Negative numbers refer to the pixel amount will go deeper into the screen.

Grey Scale – The final image in the computer representation of depth.

Four-Disc Diamond Edition Blu-ray 3D / Blu-ray / DVD / Digital Copy

Eight-Disc Combo: Blu-ray 3D / Blu-ray / DVD / Digital Copy

Special thanks to Roger Allers, Rob Minkoff, and Darrell Borquez at WDAS!

premiere” photo is courtesy of Kevin Winter / Getty Images North America.

Lion King D-rectors Roger Allers and Rob Minkoff: 2D’s for a 3D hit!

Lion King animator Tony Bancroft takes “warthog”’s share on Pumbaa!

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