First off it was visually stunning. But that's about all I can say that's good about this film. The voice overs need some serious work. The original version made you believe what the characters were saying and feeling at the time. The music score was more pop and new school and didn't really make me feel what going on at the time. However the lions did look pretty worn after Scar took over the pride lands but this adaptation is one that should have quit at that original.