Most Disney straight-to-video sequels are bunk, but here is an entertaining exception. Just as "The Lion King" was largely inspired by "Hamlet," this sequel-prequel hybrid takes its cues, appropriately and quite cleverly, from "Rosencrantz and Guildenstern Are Dead," the hilarious play and movie by Tom Stoppard (writer of "Shakespeare in Love") that follows two of "Hamlet's" minor characters and often intersects with parts of the more familiar play.

In "1 1/2", Simba the lion's sidekicks, Pumbaa the warthog and Timon the meerkat, narrate what they call "the whole story" -- which is mostly about themselves and the time they spent raising Simba in the jungle. They turn up in the backgrounds and behind the scenes of moments from "The Lion King" throughout, and the movie is jam-packed with funny nods to other movies as well. And all the while the two main characters keep interrupting to narrate in silhouette from theater seats, a la "Mystery Science Theater 3000."

The story is too simplistic to measure up to its predecessor, the one new song is just dreadful and Timon's condescending selfishness can get very annoying at times (especially since he never really learns to "do unto others"). But hopefully kids will see right through to his insecurity because, even with its shortcomings, "The Lion King 1 1/2" is nonetheless a kids' movie witty enough to make it worthwhile for adult "Lion King" fans too.

THE DVD
A passable making-of featurette with a silly spirit (that, quite unforgivably, makes no reference at all to "Rosencrantz") is the only thing here for grownups. But kids should get a couple hours of fun out of the games and a "virtual safari" that plays like a Disneyland ride.

SOUND & PICTURE
5.1 Dolby or DTS. Some black on the right and left of frame, but otherwise a pristine picture.

SPECS
1.66:1 ratio (16x9 enhanced)
DUBS: French
SUBS: English

DVD RATING: ***
THE FILM: ***