Originally published on Bustle

One of those highly anticipated Disney “live-action” remakes, The Lion King that hit theaters this week — just about a month after the original’s 25th birthday — includes the same songs, setting, characters, and overall storyline as the 1994 film. However, the new Lion King makes changes to the animated version that, in some cases, enhances the story.

The only actor from the original cast to reprise their role in the 2019 version is James Earl Jones, who plays Simba’s father Mufasa. As you’ve no doubt already heard, the new cast is packed with huge stars, such as Beyoncé, Donald Glover, Seth Rogen, and Alfre Woodard. In addition to fresh versions of the Elton John and Tim Rice tracks from the first film, there are new songs on offer here, most notably Beyoncé’s “Spirit.

Director Jon Favreau already knows something about bringing classic Disney musicals into the live-action/CGI world. He also directed the live-action Jungle Book in 2016. In a recent appearance on Jimmy Kimmel LiveFavreau explained how he respected the filmmakers of the 1994 film while he and his team created something new.

“They were there, and they were also very involved, they would come by, like Rob Minkoff, who directed the original [with Roger Allers] would come by and see what we were doing,” Favreau said. “I always wanted to check in with them, because I felt that this was the type of film where the first one holds up so incredibly well and so many people have grown up with it that I want to make sure we honor the legacy of it…” This film is half an hour longer than the original, Favreau went on to say, so the changes and additions will be very evident to audiences.

Here are some of the ways the new Lion King alters the familiar story, with spoilers ahead:

1. Scar Has To Earn The Hyenas’ Trust

In the OG film, when Scar makes his entrance in the elephant graveyard, the hyenas are glad to see it’s not Mufasa. It also doesn’t take much for him to convince them to kill his brother. But in the remake, Scar (Chiwetel Ejiofor) must win over the hyenas. Not only do the hyenas believe Mufasa is far too powerful to challenge, but they also don’t trust Scar until he sings an altered version of “Be Prepared” that is directly aimed at convincing them.

2. Shenzi Is The Leader Of The Hyenas

It doesn’t take long before it becomes clear that Shenzi (Florence Kasumba) is the leader of the hyenas. There’s still a trio of the minions — including Kamari (Keegan-Michael Key) and Azizi (Eric André), who have new Swahili names in this film — Shenzi’s role is expanded upon, which gives her more of an individual story arc.

3. The Hyenas Believe Simba Is Actually Dead

In the remake, after Mufasa dies and Scar tells the hyenas to kill his nephew, the hyenas chase after him, and Simba (J.D. McCrary) falls off a high cliff. Shenzi commands Kamari and Azizi to go down and make sure he’s dead, but instead of doing as they are told, they just assume. However, in the original, the hyenas know Simba is not dead, shouting as he runs that if he ever comes back, they’ll kill him.

4. Shenzi & Nala Are Rivals

The remake adds a personal rivalry between Nala and Shenzi. After the death of Mufasa, Scar takes the throne, and as the hyenas surround Pride Rock, we catch a glimpse of Shenzi eyeing young Nala (Shahadi Wright Joseph). In the end, the tension erupts between the two and they get their own fight scene.

5. We See Nala’s Escape

In the original film, when Nala appears in the jungle where Simba has found refuge, it’s a surprise, but she explains that she came out to find help. In the remake, we see Nala’s escape from Scar and the hyenas. This moment adds suspense and thanks to Zazu (John Oliver), she’s able to get away.

6. Rafiki Doesn’t Have His Stick

The stick that Rafiki holds in the original film not only holds the fruit that is used to bless Simba in the beginning, but also to knock some sense into him later. In the 2019 version, Rafiki (John Kani) picks up the stick later in the film, when it’s time to take the Pride Lands back.

7. Timon & Pumbaa Distract The Hyenas In A Different Way

In the original, Timon and Pumbaa distract the hyenas with a hula and a short, funny song. But in the remake, Timon (Billy Eichner) sings “Be Our Guest” from Beauty and the Beast to invite the hyenas to have a bite of Pumbaa (Rogen).

8. New Faces In The Jungle

After Timon and Pumbaa find Simba in the desert and decide to take him in, they show him how and where they live. In their paradise, Simba meets some of their other friends, including a bush baby (voiced by Chance the Rapper), an antelope, and an elephant shrew. They all have to get used to the fact that Simba now eats grubs and doesn’t see them as prey.

9. Hilarious One-liners

Timon and Pumbaa are updated for this version, with much of their dialogue being brand new and aligned to Eichner and Rogen’s performance styles.

Pumbaa begs Timon to let him “keep” Simba when they find him, promising that if the little lion makes a mess, he’ll clean it up. “You’ll be his little mess,” Timon responds. “He’s going to eat you and then use my body as a toothpick.” After they decide to keep him, Pumbaa shouts with joy, “We’re gonna name him Fred!”

10. Scar Tries To Marry Sarabi

Throughout the film, Scar makes unsettling references to Mufasa’s wife. In the beginning, he talks about respecting Sarabi (Woodard), but it comes across in a creepy way. And after Mufasa’s death, Scar summons her and tells her that he needs a new queen. When she refuses his proposition, he tells her that not only will she eat after the hyenas, but that the whole pride will essentially starve if she doesn’t agree to stand by his side.

While the film stays true to the central plot, the changes in the remake expand on the classic story you know and even gives new motivations to some characters.