We improvised a bit and then we left. Then like a month or two later we were told they were developing these characters for us of a meerkat and a warthog. I'm trying to piece it all together. Since it was a rather serious film, with the death of a father, and being thrown into the wilderness, perhaps it needed some comic relief.

Q: How did those characters develop?

A: When we showed up, they showed us the drawings. Then we were like, "Well, what do you want them to sound like?" They said, 'Well, you're doing "Guys and Dolls," that's kind of the right feel for these two guys. They're sort of Damon Runyan-esque characters.

And so [he laughs] I made Timon a Brooklyn Jew. Ernie, he very cleverly based the voice partly on Michael V. Gazzo from "The Godfather" movies. The character actor who's very kind of raspy. [Gazzo played the Oscar-nominated role of Frank Pentangeli from "Godfather II."] And the cadence was based on Wallace Beery, who had a very deliberate kind of cadence.

Q: This was a big production. Did you expect it would be as big a hit as it was?

A: Not really, no. Nobody wanted to work on this film. That's sort of the backstory. Nobody was excited about "King of the Jungle" (its name before "The Lion King"). I was told everybody wanted to work on "Pocahontas." This was sort of the lesser thing. Little did they know [he laughs] it would become this monster franchise.

We were asked to do press. There was a presentation of like two scenes from the film, where Jeffrey Katzenberg (head of Walt Disney Studios at the time) came out with a real lion. Maybe a couple of lions. Talked while the lions sort of looked over the press, like, 'Who could I eat?' Then Ernie and I would come out and entertain the crowd and then sing "Hakuna Matata." When I saw the footage from the film, I thought, "Wow, this really impressive stuff and could be successful."

Q: And when it was released and people saw it?

A: You just had that feeling when you saw it. You just thought, "Oh, wow, this really works in a big way." It's fun and entertaining, but it's also emotional.

It has like "Bambi" only it's worse. Because in "Bambi" its, "Mother? Mother?" A gunshot and "Mother? Mother?" That seemed like the worst that could ever happen. And then in this, (Simba) literally sees Mufasa, his father, on the ground, and then (his uncle) Scar blames him. So it's not only the death of a parent, but guilt is thrown in for good measure.

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