Walt Disney Studios would never completely scrap a half-finished animated movie with a solid cast and a big-time songwriter attached.

Or would it? It almost did with The Emperor's New Groove, according to the filmmakers.

Emperor, the first original story Disney attempted to animate since The Lion King, began development in 1994 as a love story and epic adventure. But after more than three years of work, the feature cartoon -- meant to stand in the pantheon of Snow White, Beauty and the Beast and Aladdin -- was caving in under the weight of too much plot.

It was time to make some tough calls.

"I would just say that, truth be told, at one moment the movie was in such bad shape, I just blessed their hearts that they had enough faith to let us keep going and really turn it around," producer Randy Fullmer said.

"Because there was a big shift in maybe three weeks' time from being totally booooooop!" -- director Mark Dindal added, making a flatlined heart-monitor tone -- "to having a pulse. It was September '98 -- Sept. 23, actually."

The whole project, originally known as Kingdom of the Sun, was started over, nearly from scratch. Rumor has it Disney already had spent $30 million on it.

Fullmer said not a single scene from the original version was retained for the film hitting theaters Friday. Eartha Kitt and David Spade had been voice-cast in what were supporting roles, Spade as the spoiled young emperor and Kitt as his conniving, usurping adviser, Yzma. They are the only survivors from the original voice talent.

"Everyone started saying, wow, the main things that are working about this are the comedy and the energy that those voices bring," Fullmer said. "We had too many elements. There was a love story, there was a prince-and-the-pauper kind of a switch, it was primordial ... and I think because it was that serious we had to damp down and not use the best elements that were evolving. So once we switched and started doing a more comic approach it just took off and really seemed to flow at that point."

Meanwhile, Grammy-winning singer-songwriter Sting and collaborator David Hartley had written eight songs inextricably linked with the original plot and characters. A big part of the out-with-the-old, in-with-the-new shift meant that only two still worked in the revamped version.

The sacrificed songs will not be buried in a Disney archive. Three have been added to the soundtrack CD as bonuses, and others may be used on the DVD version.

While it's rare for a major animated feature to come back from the brink of extinction, it's not unheard of for such movies to undergo significant revisions midway through production, even at the Happiest Studio on Earth.

"This is the way it's gone since Snow White," said Dindal, pointing to a soup-eating scene that was cut.

"On Beauty and the Beast, we threw out a huge section of it after going down the road for a year," Fullmer said. "I was on Lion King for almost four years, same thing."

"It's just not that publicized," Dindal said. "People weren't aware of it."

What brought Emperor's rocky start to light was Internet and trade reports that tracked its ups and downs, including movieland's popular gossip site Ain't It Cool News.

Owen Wilson was out as the poor doppelganger to Spade's emperor, and John Goodman replaced him as the good-hearted peasant who appeals to the emperor's good will -- and eventually finds it.

So here's the story as it will appear in theaters:

Emperor Kuzco, looking forward to his 18th birthday, plans to build a vacation palace on the hilltop occupied for generations by the peasant family of Pacha (Goodman). Pacha fails to persuade the emperor to change his plans.

Meanwhile, the power-hungry Yzma employs her beefcake dimwitted aide, Kronk (Patrick Warburton), to poison Kuzco with a potion, but Kronk grabs the wrong bottle and turns the emperor into a llama instead.

Kuzco's unconscious four-legged form winds up on Pacha's cart, and he awakens on that far-flung mountaintop. He needs Pacha's help to find his way back to the palace in order to drink the llama antidote and retake the throne.

The movie reportedly had distinct Aztec or Inca roots at various times. Perhaps because of the Pocahontas legacy (historians and teachers still decry how misinformed kids were by that movie's sweetened history) -- Dindal now calls the Emperor setting "mythical, out of your imagination" and "inspired by that [Peruvian] landscape ... and art."

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