1. This is obviously not live action, it's animation, stop saying it's live action. DO YOU SEE REAL LIONS??

2. None of the animals have any expression. This is supposed to be a dramatic musical based on Hamlet, and they populated an emotionally driven story with expressionless characters.

3. The music has been changed for the worse. Musical stings are edited in at the wrong moments. The music is poorly mixed. "Be Prepared" was completely neutered. Beyonce's three chord song doesn't sound remotely African and doesn't fit with the rest of the music.

4. There are good actors cast in this movie, and some non-actors, but neither groups seems to have been directed as to how to voice an animated character, or how to take on the aspects of the animal they were portraying. Compared to Eartha Kitt as Catwoman or even the performances from the 1994 movie, the delivery is very flat and uninspired.

5. James Earl Jones is a great actor, but casting him in his old age and deteriorating physical condition, expecting him to somehow match or exceed his performance from 25 years ago doesn't make sense, especially when every other role was recast. He just doesn't sound good. They could have paid him the same and reused his recordings from the original and it would have been better.

6. The changes made to the story don't seem to have a point, they're not motivated by emotion or the characters.

7. 2 stars for all the animators who actually tried to make a good movie.

8. All this boils down to "lets make it different enough so people don't complain that it's just the same movie," except all the changes made have just made it worse.