Think of it as Disney's toon take on "Rosencrantz and Guildenstern Are Dead," a clever retelling of a classic tale from skewed p.o.v. of supporting characters. Second made-for-video sequel to phenomenally popular "The Lion King" will prove even more profitable than its predecessor, "The Lion King II: Simba's Pride," the top-selling original vidpic of all time.

Think of it as Disney’s toon take on “Rosencrantz and Guildenstern Are Dead.” Much like Tom Stoppard’s cheeky reworking of “Hamlet,” “The Lion King 1½ ” is a clever retelling of a classic tale from skewed p.o.v. of supporting characters. Clearly aimed at young-at-heart adults as well as toddler-to-tweener children, this second made-for-video sequel to Mouse House’s phenomenally popular “The Lion King” (1994) likely will prove even more profitable than its immediate predecessor, “The Lion King II: Simba’s Pride” (1998), heretofore the top-selling original vidpic of all time.

Working from a script by Tom Rogers (co-writer of made-for-vids “Cinderella II: Dreams Come True” and “Lady and the Tramp II: Scamp’s Adventure”), director Bradley Raymond (“Pocahontas II: Journey to a New World”) revisits bits and pieces of first “Lion King” while propelling latest franchise entry on a parallel narrative track.

Focus is shifted to original pic’s breakout supporting characters — Timon, the motor-mouth meerkat voiced by Nathan Lane, and Pumbaa, the flatulent warthog voiced Ernie Sabella — who recall their mostly offscreen misadventures before, during and after events depicted in the original B.O. blockbuster.

Previously untold backstory begins with Timon rebelling against status quo in meerkat community, where denizens chronically burrow underground to avoid hungry predators. “All we do,” Timon complains to his mother (Julie Kavner) and uncle (Jerry Stiller), “is hide so we can dig, and dig so we can hide.”

Disdaining a life of not-so-quiet desperation, Timon sets off in search of an oasis of beauty and security. In this, he is guided by the enigmatic injunction of Rafiki (Robert Guillaume), the mystical monkey from the first “Lion King” who encourages him to “look beyond what you see.”

As he seeks an earthly paradise in the African wilderness, Timon meets Pumbaa, a personable porker who’s also searching for a place to call home. The two wayfarers forge a close friendship as they wander into and out of the plot of the original “Lion King,” occasionally revealing how they influenced, inadvertently or otherwise, some of earlier pic’s key events. (Believe it or not, Pumbaa’s gastric disorder profoundly affected the animal kingdom’s response during the introduction of King Mufasa’s heir.)

“Lion King 1½” earns quite a few laughs with scenes that pivot on revisionist reprise of plot elements from the ’94 classic. But the funniest moments involve a different sort of p.o.v. tomfoolery. Entire vidpic unfolds as a homevid viewed by Timon and Pumbaa, who constantly provide commentary (and frequently hit the pause button) while appearing in the foreground as silhouettes, much like the merry pranksters on “Mystery Science Theater 3000.”

Other jokey pop-culture allusions — “Midnight Cowboy,” “Apocalypse Now” and “The Good, the Bad and the Ugly” are just a few of familiar pics referenced through dialogue or music — also suggest an awareness of franchise’s appeal to more sophisticated viewers.

But toddlers and preschoolers will be equally enchanted and amused by colorful toon shenanigans. Lane and Sabella reprise their vocal perfs with spirited elan. The big difference here, of course, is that they’re the stars of the piece, supported by a strong cast of other “Lion King” alumni (including Matthew Broderick as Simba) and welcome newcomers to the franchise (Kavner, Stiller).

Animation, while hardly as lush and detailed as in the first “Lion King,” far surpasses the norm for average toon vidpics. Lively score includes two funny new tunes: “Digga Tunnah,” which more or less serves as the “Lion King 1½” theme, and “That’s All I Need” by the original “Lion King’s’ Tim Rice and Elton John.

The Lion King 1½

Production

A Buena Vista Home Video release of a Walt Disney Pictures presentation of a DisneyToon Studios production. Produced by George A. Mendoza. Directed by Bradley Raymond.

Crew

Screenplay, Tom Rogers. Additional screenplay material, Roger Allers, Irene Mecchi, Bill Steinkellner, Evan Spiliotopoulos. (color); editor, Joyce Arrasita; music score, Don Harper; production designer, Dennis Greco; art director, James Gallego; sound (Dolby Digital/DTS/THX), Ron Eng; dialogue directors, Raymond, Jamie Thomason; associate producer, Michael Paxton; voice casting, Thomason. Reviewed on DVD, Houston, Feb. 8, 2004. MPAA Rating: G. Running time: 76 MIN.

Cast

Voices: Timon - Nathan Lane Pumbaa - Ernie Sabella Mom - Julie Kavner Uncle Max - Jerry Stiller Simba - Matthew Broderick Rafiki - Robert Guillaume Nala - Moira Kelly Shenzi - Whoopi Goldberg Banzai - Cheech Marin Ed - Jim Cummings Zazu - Edward Hibbert Flinchy - Jason Rudofsky Young Simba - Matt Weinberg
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