And why, you may ask, would anyone feel the need to turn "The Lion King," a hugely successful animated film, into a stage musical?

The answer lies within Walt Disney Co., which, from its very beginnings with Uncle Walt, has always understood that you can never make too much of a good thing

The Disney organization already had found in 1994 that "Beauty and the Beast," its 1991 film, could gain still more glory and profits as a full-scale Broadway musical, so it seemed highly likely that "The Lion King," having grossed about $450 million as a movie since its release in 1994, would be a contender for another lavish live show.

But how to do it?

The stage "Beauty and the Beast" (arriving in Chicago on tour Oct. 19 at the Chicago Theatre), at least has some recognizable human beings mixed in with its heavily costumed tea cups and candles.

But the movie of "The Lion King," which told the Bambi-esque story of a cub who learns through tragedy to become a wise and powerful king, was all about animals. And not just cats, as in "Cats," but a lot of different, exotic animals of Africa. There wasn't a human being in sight, and dressing up actors in animal suits just wouldn't make it.

Also, the film's brilliant flow of animation would be impossible to reproduce on the stage.

But, faced with this tough challenge in opening up more revenue streams, the Disney organization has come up with another gusher. Now playing in Minneapolis' Orpheum Theatre in a pre-Broadway tuneup that runs through Aug. 31 is the ingenious, imaginative and very expensive stage musical of "The Lion King."

The movie's story and dialogue have been faithfully reproduced for the theater, and the old hit songs (plus three good new ones) by composer Elton John and lyricist Tim Rice are all in place. But in a risky and daring move for Disney, the job of translating animated film into live stage action has been given to a director who is making her commercial theater debut with this project.

Julie Taymor, 44, is no neophyte in innovative stagecraft, however. A Boston native and a graduate of Oberlin College, where she studied folklore and mythology, she has made a specialty of introducing many of the mask and puppet techniques of Asian and African theater into Western productions.

She has been directing her own work since she was 21, collecting major arts grants (MacArthur and Guggenheim fellowships) and awards (Emmy and OBIE) along the way. Among her high-profile works have been a 1992 staging of Igor Stravinsky's "Oedipus Rex," filmed for public television, and the 1996 musical "Juan Darien, A Carnival Mass."

Two years ago, Taymor recalls, she received a call "out of the blue" from Thomas Schumacher, executive vice president of Walt Disney Theatrical Productions, asking her if she would be interested in a theatrical "Lion King."

"Tom knew my work," Taymor says, "and he thought it might be appropriate for this production."

And indeed it was. Taymor turned out to be an inspired choice. In a remarkable kind of reverse anthropomorphism achieved through masks and puppets and funky mechanical toys, she has humanized every animal character in the story.

The roles of Simba, his father Mufasa, his villainous uncle Scar, his girlfriend Nala and his playmates the warthog Pumbaa and the wombat Timon are all present, but it is clear that human actors, who wear the headgear masks and manipulate the puppets, are in control.

Nowhere is this more evident than in the astounding opening minutes of the musical, when the shaman-narrator Rafiki begins singing "The Circle of Life." Alone on a blank stage, she is soon joined by a legion of manimals. Giraffes on stilts move in from the wings, dancers wearing models of antelopes on their arms and head leap through the air, delicate cloth birds on wires are twirled over the heads of the herds. Meanwhile, down the aisles and onto the stage come a lumbering hippo, a mother elephant and her baby, a slinky leopard and other fabulous creatures, all on wheels or trundled about by humans who inhabit their carcasses and pull their wires.

It's a brilliant opening (just as the movie's animated beginning was), played against the blazing, burnt-orange African sun that ascends in the horizon of designer Richard Hudson's scenery. The bug-eyed audience, children and adults alike, in a state of hyper-stimulation with the novelty and beauty of the experience, bursts into a prolonged round of applause.

The cheers erupt again when the young Simba (a very frisky Scott Irby-Ranniar) is caught in a wildebeest stampede. At first, the animals are seen as tiny black figures high up in the background. Then, as the stampede comes nearer, larger and larger puppets emerge and move toward the running cub, until at last the terrified little Simba is surrounded by huge wildebeest masks.

Throughout, "The Lion King" is sustained and moved forward by a cascade of sounds and sights. Musicians with African instruments, placed on either side of the proscenium, augment the lush pit orchestra, which pours out all the John-Rice melodies, plus new songs by Hans Zimmer, Lebo M, Mark Mancina and Jay Rifkin.

Taymor, who designed all the many brightly colored costumes and co-created the masks with her long-time collaborator Michael Curry, conjures up a dazzling progression of scenic invention. Chorus members, wearing grassy headpieces, become the African plains; inflated plants pop up from the stage floor; and, in the exquisite "Can You Feel the Love Tonight," the full ensemble performs a mesmerizing ritual created by choreographer Garth Fagan (another innovative artist recruited from the not-for-profit performing arts).

The use of puppets (a word Taymor finds inadequate for her creations) and masks in contemporary stage productions is not all that unusual. Cirque du Soleil uses some of the same methods in its extravagant circuses, and, on a local scale, The Redmoon Theatre Company, Hystopolis Puppet Theatre and Defiant Theatre have used similar techniques, on much smaller budgets.

But with "The Lion King," rumored to cost about $15 million and fitted out with revolving turntables and moving sidewalks, Taymor has really upped the ante in this form of theatrical presentation.

The libretto, by Roger Allers and Irene Mecchi, has made the negligible change of turning Rafiki, a male baboon in the film, into a female, and Taymor has expanded the story's second half to show the maturation of Simba (the excellent Jason Raize).

However, the scenic, costuming and choreographic wonders give the story an extra splendor and an added dimension that make it the most incredible combination of children's show and avant-garde spectacle ever conceived for the American theater.

What's missing, oddly, is the sense of drama that animated the original movie. The actors who move the masks and maneuver the sticks and wires of their puppets are all distinct and talented performers. But the epic battle between good and evil, made so telling in the film, does not come through amid the tricks and toys.

In the movie, for example, the voice of Jeremy Irons made Scar a suave, commanding force of evil. On stage, John Vickery (who portrayed John Barrymore in "I Hate Hamlet" in Chicago at the Royal George Theatre in 1995) turns Scar into a preening, campy caricature.

Running about 2 3/4 hours, "The Lion King" could use a fuller first-act curtain number and a few trims in its second act. Otherwise, as one of the show's signature songs puts it, "Hakuna Matata." No problems.

When "The Lion King" officially opens its New York run Nov. 13 in the magnificently restored (by Disney) Amsterdam Theatre, it surely will result in new vistas, new wonders, new audiences, new awards, new lines at the box office--and new merchandising opportunities.