Sleeping Lioness is the first crossover film made by Startanica and LionheartCaptain. It premiered on
EASB comicBookCover

Sleeping Lioness comic book cover

YouTube in Janunary 4, 2010 and again as a special edition on November 11, 2010.


At the celebration of her birth, Princess Kairel has been cursed by an evil sorceress named Maleficent, who decrees that before sunset on her sixteenth birthday, she will prick her finger on the spindle of a spinning wheel...and die! To save their only daughter from this curse, King Simba and her mother Queen Nala entrust the infant princess to the care of the three good fairies, Kyyaa, Cassie and Terra. Despite the best intentions of the fairies, the curse is fulfilled. Due to Cassie's alteration of the curse, Princess Kairel doesn't die. Instead, she is placed into an ageless sleep until she is awakened by the kiss of her true love, Prince Xiro.


  • Princess Aurora - Kairel from "El Arca de Noe"
  • Prince Phillip - Xiro from "El Arca de Noe"
  • Maleficent - Herself
  • King Stefan - Simba from "The Lion King"
  • King Hubert - Zuba from "Madagascar : Escape 2 Africa"
  • Queen Leah - Nala from "The Lion King"
  • Flora - Kyyaa Broderick from "G. E. Predators"
  • Fauna - Terra Rey from "Primal Warrior"
  • Merriweather - Cassie Lioness from "G. E. Predators"
  • Samson - Dialga from "Pokemon : The Rise of Darkrai"
  • Drunken Minstrel - Wolfgang from "El Arca de Noe"
  • Notable Cameos - Dr. Facilier and Lawrence from "The Princess and the Frog"
  • Other Cameos - Mr. Beastly from the Nelvana "Care Bears" series, Slimer from "The Real Ghostbusters" series, the casts of the "Madagascar" movies, "El Arca de Noe," "G. E. Predators," "Primal Warrior," "The Book of a Million Stories" (literary), Tigger from "Winnie the Pooh"

Original Version

The original version of Sleeping Lioness was done up like a video comic book with few clips from the movie. It is noted that only in this version during the forest sequence, various Pokemon were added. Dr. Facilier and Lawrence were added cameos about mid-way during production. The original version can be seen on LionheartCaptain's YouTube Channel.

Special Edition

The special edition of Sleeping Lioness was originaly slated for Christmas of 2010, but was uploaded a month and a half before then. This version was re-worked with Photoshop animation and Adobe Effects animation, improved sound editing and addition scenes and gags. One such additional scene is the backstory to how and why Dr. Facilier was banished from King Simba's kingdom. Additional cameos were made by the animals of "Tinga Tinga Tales." Also, some errors from the original version were corrected (i.e. Cassie's pony tail disappearing and reappearing, and the bullet wound on Zuba's left ear switching to the right). The special edition version can be seen on FantasyFilms2011's YouTube Channel.


  • Alex, Leonette and Lion Sora from "Kingdom Hearts 2" were the original cast to play the three good fairies, who would be mentioned as the three good wizards. When FantasyFilms2011 partnered with LionheartCaptain on the project, the faires were recast with three of FantasyFilms2011 originally created female characters.
  • FantasyFilms2011 and LionheartCaptain can be seen (as Benny and Leo) as cameos in the scenes where the fairies put everyone to sleep and at the very end when the prince and the princess share one more dance together. For the special edition, Johnny (LionKingRulezAgain1) was added with Benny and Leo due to LionKingRulezAgain1 becoming the third partner and contributing to the film's added sequences.
  • The special edition of Sleeping Lioness started with the simple concept of re-insterting version 2 of the intro, Wolfgang's Tequila gag and re-timing the prince and princess dancing at the very end.
  • Although most of the movie's audio is in English from the Platium Edition Blu-Ray, the audio from the shot where Maleficent appears in the fire place and puts Princess Kairel in a trance was taken from the Russian audio of the movie.
  • Just like Sleeping Beauty, Sleeping Lioness' longest worked on scene was sequence 8 (the scene starting from when the princess enter the forest to after her encounter with the prince).
  • Up until the completion of "Star Roars," this crossover film was considered LionheartCaptain and FantasyFilms2011's greatest acheivement.
  • A dinosaur resembiling a Ceolophysis or Liliensternus was seen sleeping in Simba's castle, later it woke up after the spell broke, and was with the other people seeing Kairel and Xiro dancing. However, it wasn't seen in the special edition, but was replaced by a green Iguanodon.

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