Nathan Lane originally auditioned for Zazu, and Ernie Sabella for one of the hyenas. Upon meeting each other at the recording studio, the actors, who at the time both co-starred in "Guys and Dolls", were asked to record together as hyenas. The directors laughed at their performance and decided to cast them as Timon and Pumbaa. For the hyenas, the original intention was to reunite Cheech & Chong, but while Cheech Marin accepted to play Banzai, Tommy Chong was unavailable. Thus his role was changed into a female hyena, Shenzi, who was voiced by Whoopi Goldberg.