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This article is about the song. For the That's So Raven episode, see Be Prepared (That's So Raven).

"Be Prepared" is one of the five songs written for The Lion King. It was written by lyricist Tim Rice and composer Elton John. The song is performed by the voice actors for Scar, Jeremy Irons, as well as the voice actors for Shenzi, Banzai, and Ed: Whoopi Goldberg, Cheech Marin, and Jim Cummings.

Plot

In the film, Scar meets with his hyena henchmen and scolds them for failing to kill Simba, as part of one of Scar's earlier plots. Shenzi and Banzai note that they would have succeeded had Mufasa not interfered, and sarcastically ask whether they should have killed Mufasa. Scar sinisterly answers, "Precisely."

As the song opens, Scar takes note of the hyenas' stupidity but notes that if they ally themselves with him they might be useful. Scar explains that his plan is to kill both Simba and Mufasa, and then take the throne for himself, since he will be the only eligible heir. Scar makes the hyenas an offer: they help him usurp the throne, and he will allow them into the Pride Lands where they will never go hungry again. The hyenas readily accept, and quickly reveal that they number in the hundreds. The rest of the song talks about the power and the benefits that both parties will have under Scar's reign.

The song features diverse imagery, with the background colors becoming more intense throughout the song. One section features the entire clan of hyenas marching in goose-step, modeled after Nazi Propaganda, turning their noses sharply to look at Scar sitting upon a high balcony, very similar to Adolf Hitler: it was semi-controversial due to these themes.

Part of the song features in the sequel The Lion King 1½. The opening is played as Timon and Pumbaa unknowingly wander through sections of the Elephant Graveyard to see if it would make a good home but stumble in even as the clan of hyenas begins their famous 'goose-step' routine. Silently, they tip-toe out of the number.

The song also features in the live musical version of the original film. It reprises briefly at Mufasa's funeral as Scar becomes king.

Lyrics

Scar: I know that your powers of retention
Are as wet as a warthog's backside
But thick as you are, pay attention!
My words are a matter of pride

It's clear from your vacant expressions
The lights are not all on upstairs
But we're talking kings and successions
Even you can't be caught unawares!

So, prepare for the chance of a lifetime
Be prepared for sensational news
A shining, new era
Is tiptoeing nearer
Shenzi: And where do we feature?
Scar: Just listen to teacher

I know it sounds sordid
But you'll be rewarded
When at last, I am given my dues
And injustice deliciously squared
Scar/Hyena Clan: Be prepared!

[Speech]
Banzai: Yeah, be prepared! We'll be prepared! For what?
Scar: For the death of the king!
Banzai: Why? Is he sick?
Scar: No, fool, we're gonna kill him. And Simba, too.
Shenzi: Great idea! Who needs a king?
Shenzi and Banzai: No king! No king! La-la-la-la-la-la!
Scar: Idiots! There will be a king!
Banzai: Hey, but you said, uh...
Scar: I will be king! Stick with me, and you'll never go hungry again!
Shenzi and Banzai (Variously): Yay! All right! Long live the king!
Hyena Clan: Long live the king! Long live the king!

Hyena Clan: King, king, king, king, king, king!
It's great that we'll soon be connected
With a king who'll be all time adored
Scar: Of course, quid pro quo, you're expected
To take certain duties on board

The future is littered with prizes
And though I'm the main addressee
The point that I must emphasize is
You won't get a sniff without me!!!

Scar: *So prepare for the coup of the century
Be prepared for the murkiest scam (Hyena Clan: Oooh... la, la, la!)
Meticulous planning (Hyena Clan: We'll have food!)
Tenacity spanning (Hyena Clan: Lots of food!)
Decades of denial (Hyena Clan: We repeat!)
Is simply why I'll (Hyena Clan: Endless meat!)

Be king undisputed
Respected, saluted
And seen for the wonder I am
Yes, my teeth and ambitions are bared
Scar/Hyena Clan: Be prepared!

All: Yes, our teeth and ambitions are bared
Be prepared!

Scar: It's time you were all introduced
To your ruler's executive staff
Perhaps not the kind you've been used to
But certainly gamed for a laugh

Hyenas: We like to assure you no fooling
Red meat is no longer our scene
And if now or then we're seen drooling
It's only an ancestor's gene

Scar: So be prepared for a glorious future
Be prepared for the pride's golden age

Banzai: It's like any other
Who'd murder a broth-...

Shenzi: If we don't spread rumors
He'll feed us and groom us

Hyenas: With friends in high places
We hold all the aces

Scar: So don't try and rattle my cage

Hyenas: Oh, imagine if anyone dared

All: Be prepared

Hyenas: Oh, imagine if anyone dared

Scar: Be prepared

Scar: (spoken) Mufasa has always shown too much restraint when it comes to hunting. When I'm king, the mighty will be free to take whatever they want, because a hyena's belly is never full.

Shenzi: (spoken) Mufasa's far too powerful to challenge...

Scar: Mufasa is yesterday's message
A clapped-out, distracted regime
Whose failings undoubtedly pressage
The need for a different dream

Yes leonine times are a-changing
Which means that hyenas must too
My vision is clear and wide-ranging
And even encompasses you.

So prepare for the coup of the century
Prepare for the murkiest scam
Meticulous planning
Tenacity spanning
Decades of denial
Is simply why I'll

Be king undisputed
Respected, saluted
And seen for the wonder I am
Yes, my teeth and ambitions are bared
Be prepared!

(Be prepared, be prepared, be prepared, be prepared)
Be prepared, be prepared
(Be prepared, be prepared, be prepared, be prepared)
Be prepared
(Be prepared, be prepared, be prepared, be prepared)
Be prepared
(Be prepared, be prepared, be prepared, be prepared)

Scar/Hyena Clan: Yes, our teeth and ambitions are bared
Be prepared!

Video

Gallery

Trivia

  • Towards to the end of the song, Jeremy Irons, who provided the voice of Scar, said that after the part where he yells, "You won't get a sniff without me!" his voice gave out and he couldn't sing the rest of the song. Jim Cummings replaced Irons for the rest of the song. The * in the lyrics above indicates the transition to Cummings.
    • Coincidentally, Jim Cummings is also Ed's voice actor, and this song contains Ed's only line in the movie which is not laughter (singing "Yes, our teeth and ambitions are bared" along with Banzai and Shenzi).
  • In the musical and the official soundtrack, the song starts with these lyrics:
"I never thought hyenas essential
They're crude and unspeakably plain
But maybe they've a glimmer of potential
If allied to my vision and brain..."
It had to be edited out of the film version because Scar had already used the Hyenas in his plan to kill Simba.
  • A reprise was originally written for this song but was eventually cut because it is inappropriate following the death of Mufasa in the Stampede.
  • In the soundtrack's lyric booklet, the line "You won't get a sniff without me!" was accidentally written as "You won't get a sniff out of me!"[1]
  • The sequence showing the Hyenas goosestepping was modeled after actual footage of Nazi troops marching in Berlin with Hitler watching them.
  • Originally this song was not going to appear in the live-action remake, but on February 3, 2019, it was announced that the song will be in the live-action remake. It was also confirmed that the remake will feature a reworked version of the song by Elton John himself that will be suitable for the new movie as well as Chiwetel Ejiofor's vocals.
  • In the Lion King video game, when hyenas are defeated, they make a "military salute" gesture, as Ed does in the first verses of this song, complete with the sticking-out tongue.
  • Judging by the horns, the skeletons rattled by hyenas appear to be antelope.
  • Scar's heartless form in Kingdom Hearts 2 is called Groundshaker, referencing how in this song an earthquake reshapes all the terrain.
  • When Scar yells "You won't get a sniff without me!" he forces a hyena into a crack in the ground. The hyena falls in the crack screaming, and she is presumably burned to death.

References


v - e - d
The lion king logo
Media
Films: The Lion KingThe Lion King II: Simba's PrideThe Lion King 1½The Lion Guard: Return of the RoarVideoThe Lion King (2019 film)

Television: Timon & PumbaaTimon and Pumbaa's Wild About SafetyThe Lion Guard
Soundtracks: The Lion KingRhythm of the Pride LandsThe Legacy CollectionThe Lion King CollectionReturn to Pride Rock: Songs Inspired by Disney's The Lion King II: Simba's PrideBest of the Lion KingThe Lion King 1½: Songs from Timon and Pumbaa's Hilarious AdventureOriginal Broadway Cast RecordingThe Lion GuardThe Lion King (2019 film)
Video games: The Lion KingTimon and Pumbaa's Jungle GamesThe Lion King: Simba's Mighty AdventureKingdom Hearts IIAnimated Storybook: The Lion KingDisney UniverseDisney INFINITY: 2.0 EditionAdventures in Typing with Timon and PumbaaActivity CenterThe Lion King 2: Simba's Pride: Active PlayThe Lion King 2: Simba's Pride GameBreakThe Lion King 1½Disney Crossy RoadDisney Emoji BlitzDisney Heroes: Battle ModeKingdom Hearts III
Books: Classic StorybookDisney's Wonderful World of ReadingGolden Sight 'n' Sound BookLittle Golden BookMarvel ComicsSimba and Nala Help BomoSimba and the Big FloodSimba the Fortune TellerFar from the Pride LandsSimba's Daring RescuePumbaa Runs Away from HomeNo Worries: A New Story About SimbaHow Simba Met Timon and PumbaaWay to Go, Simba!The Lion King 1½

Disney Parks
Rafiki's Planet WatchDisney's Art of Animation ResortDisney's Explorers LodgeCircle of Life: An Environmental FableDisney Animation BuildingIt's a Small WorldMickey's PhilharMagicRhythm of the JungleSorcerers of the Magic KingdomStitch and Friends Summer SurpriseThe Enchanted Tiki Room (Under New Management)The Lion Guard Adventure

Entertainment: AnimagiqueDisney's BelieveDisney's Dreams: An Enchanted ClassicDisney's WishesFantasmic!Feel the MagicFestival of Family & FriendsFestival of the Lion KingHakuna Matata Time Dance PartyIt's Party Time... with Mickey and FriendsMickey's Gift of DreamsMickey and the MagicianOnce Upon a MouseRivers of Light: We Are OneThe Golden MickeysThe Legend of the Lion KingVillains Tonight!
Restaurants: Restaurant Hakuna Matata
Parade: Disney's Magical Moments ParadeDisney Cinema ParadeDisney Magic on ParadeDisney Stars on ParadeFlights of Fantasy ParadeJubilation!Mickey's Soundsational ParadeMickey's Storybook ExpressThe Lion King CelebrationThe Wonderful World of Disney ParadeWalt Disney's Parade of Dreams
Firework: Celebrate the MagicCelebrate! Tokyo DisneylandDisney Dreams!Disneyland ForeverHappily Ever AfterIgnite the Dream: A Nighttime Spectacular of Magic and LightThe Magic, the Memories and YouOnce Upon a TimeTree of Life AwakensWonderful World of AnimationWorld of Color
Halloween: Happy Hallowishes

Characters
The Lion King: SimbaNalaMufasaScarRafikiTimonPumbaaZazuShenzi, Banzai, and EdSarabiSarafinaThe PridelandersHyena ClanWildebeestsGopher

The Lion King II: Simba's Pride: KiaraKovuZiraVitaniNukaOutsidersCrocodiles
The Lion King 1½: MaUncle MaxIron JoeMeerkat Colony
Timon & Pumbaa: The Native ChiefThe Three NativesMother GorillaFronk FegnugenMontyBaampuNobiFredPantherQuintThe WoodpeckerBruceStinkyRalph and EddieTedsSavage LionBartholomewThe TarsierToucan DanVulture PoliceNedRabbitUncle BoarisUncle ErnieBoss BeaverBoy BeaverLester the WhaleThe TigressJackalThe CobraSpeedy the SnailSmolder the BearLittle JimmyIrwinEl ToroCount DownMr. PigWolverineJumbo Jumbo the ElephantCheetato and CheetataMartin PardonRita BookChef ClaudeCaptain BloodbeardCisco PigCisco Pig's GangDr. CaliostroTorgoThe Meerkat AngelPumbaa Jr.Dr. HappyLeslie LambeauMr. ButtonsSharlaHermanLaraMelClaudiusBahukaTutan PharaohGenieMadame CredenzaDuke MeerkatTatianaMother EagleBaby EarlKing LeopoldPrincess ClaudiaSigmund and LloydHeinrich and SchnitzelMad Dog McGraw, Billy the Goat, and Three-fingered JackelopeDr. ExceterSal MandersJungle InspectorBigfootPimon and Tumbaa
The Lion Guard: KionBungaFuliBeshteOnoTiifuZuriJanjaCheeziChunguJanja's ClanMzingoMzingo's ParliamentMwogaMakuuMakuu's FloatPuaBasiBasi's PodUshariJasiriMadoaTunu and WemaThurstonMbeyaMa TemboAminifuReireiGoigoiDogoDogo's BrothersKijanaReirei's PackTwigaJuhudiShingoMuhanga and MuhangusTamaaNala's FatherSwalaMuhimuHamuAjabuMakuchaMjombaOgpoaHayaBadiliMapiganoMtotoGumbaKambuniKwatoShaukuNneTanoVuruga VurugaYoung RhinoLionessMajinuni and HafifuKing SokweJasiri's ClanHadithiBupuBobokaChuraKifaruMwenziUrohoMwiziKulindaOnaMpishiMakiniShupavuKiburiTamkaNduliKiburi's FloatKengeDhahabuHodariSumuKongweKinyongaKuchimbaShujaaAnga
Printed Media: UruAhadiKopaBomaKulaZuzuJokaLulu
Deleted: DikuBaashoIggyHerr RhinoKwashiBhatiMheetuBanagiDaabiDwalaNaanda

Episodes
Timon & Pumbaa

Season One: "Boara Boara" • "Saskatchewan Catch" • "Kenya Be My Friend?" • "Good Mousekeeping" • "Brazil Nuts" • "South Sea Sick/The Lion Sleeps Tonight" • "Never Everglades" • "Cooked Goose" • "Yukon Con" • "Doubt of Africa" • "How to Beat the High Costa Rica" • "Swiss Missed" • "Russia Hour" • "You Ghana Join the Club" • "Uganda Be an Elephant" • "To Kilimanjaro Bird" • "Rocky Mountain Lie" • "Amazon Quiver" • "French Fried" • "Big Top Breakfast" • "Madagascar About You" • "Truth or Zaire" • "Mojave Desserted" • "Beauty and the Wildebeest" • "Don't Break the China" • "Can't Take a Yolk" • "The Pain in Spain" • "Frantic Atlantic" • "Unlucky in Lesotho" • "Rafiki's Apprentice" • "Tanzania Zany" • "Guatemala Malarkey" • "Mombasa-In-Law" • "TV Dinner" • "Back Out in the Outback" • "Gabon with the Wind" • "Timon's Time Togo" • "The Law of the Jungle" • "Manhattan Mishap" • "Paraguay Parable" • "Be More Pacific" • "Going Uruguay" • "Let's Serengeti Out of Here" • "Congo on Like This" • "Okay Bayou?" • "Shake Your Djibouti" • "Yosemite Remedy" • "The Sky is Calling" • "Mozam-Beaked" • "Ocean Commotion"
Season Two: "Palm Beached" • "Jamaica Mistake?" • "Oregon Astray" • "New Guinea Pig" • "Isle of Manhood" • "Puttin' on the Brits" • "Klondike Con" • "Isle Find Out" • "Beetle Romania" • "Rumble in the Jungle" • "Wide Awake in Wonderland" • "Zazu's Off-by-One Day" • "Animal Barn" • "Roach Hotel" • "Africa-Dabra!" • "I Don't Bolivia" • "Shopping Mauled" • "Library Brouhaha" • "Catch Me if You Kenya" • "Scent of the South" • "Monster Massachusetts" • "Handle with Caribbean" • "Forbidden Pumbaa" • "Washington Applesauce" • "Alcatraz Mataz" • "Oahu Wahoo" • "I Think I Canada" • "Zazu's Off Day Off" • "Beast of Eden" • "Sense & Senegambia" • "Timon on the Range" • "The Man from J.U.N.G.L.E." • "Maine-Iacs" • "Fiji-Fi-Fo-Fum" • "Rome Alone" • "Amusement Bark" • "Once Upon a Timon" • "Home is Where the Hog Is" • "Beethoven's Whiff" • "Bumble in the Jungle" • "Mind Over Matterhorn"
Season Three: "Whiff" • "To Be Bee or Not to Be Bee" • "Luck Be a Meerkat" • "Just When You Thought You'd Cuisine it All" • "Lemonade Stand Off" • "Big Jungle Game" • "Boo Hoo Bouquet" • "So Sumo Me" • "Now Museum, Now You Don't" • "Visiting Pig-nitaries" • "The Truth About Kats and Hogs" • "Escape from Newark" • "Truth Be Told" • "Circus Jerks" • "Nest Best Thing" • "Super Hog-O" • "Don't Have the Vegas Idea" • "Hot Enough for Ya?" • "Werehog of London" • "Bigfoot, Littlebrain" • "Astro-Nots" • "Robin Hoodwinked" • "Seregenti Western" • "All Pets are Off" • "Two for the Zoo" • "The Swine in the Stone" • "You May Have Already Won Six Million Bakra" • "My Meteor, My Friend" • "Jungle Slickers" • "Don't Wake the Neighbear" • "Recipe for Disaster" • "Going Over-Boar'd" • "Ivy Beleaguered" • "Broadway Bound & Gagged" • "Steel Hog" • "Dealer's Choice Cut" • "Space Ham" • "You Bet Your Tuhkus" • "No-Good Samaritan" • "Living in De Nile" • "One Tough Bug" • "Pirates of Pumbzance" • "Miss Perfect" • "Hakuna Matata U." • "Pig-Malion" • "Why No Rhino" • "War Hogs" • "The Big No Sleep" • "Common Scents" • "Mister Twister" • "Don't Be Elfish" • "Lights, Camera, Traction" • "The Running of the Bullies" • "Special Defects" • "Wishy Washy" • "Ice Escapades" • "Guru-Some" • "Jailhouse Shock" • "Nearly Departed" • "Early Bird Watchers" • "The Spy's the Limit" • "Ready, Aim, Fire" • "Timoncchio" • "Ghost Boosters" • "Stay Away from my Honey!" • "Sitting Pretty Awful" • "He's a Bad, Bad, Bad Sport" • "Dapper Duck Burgers" • "It Runs Good" • "Hot Air Buffoons" • "Timon in Love" • "Kahuna Potato" • "Mook Island" • "Cliphangers"

The Lion Guard
Season One: "Never Judge a Hyena by its Spots" • "The Rise of Makuu" • ""Bunga the Wise" • "Can't Wait to be Queen" • "Eye of the Beholder" • "The Kupatana Celebration" • "Fuli's New Family" • "The Search for Utamu" • "Follow That Hippo!" • "Call of the Drongo" • "Paintings and Predictions" • "The Mbali Fields Migration" • "Bunga and the King" • "The Imaginary Okapi" • "Too Many Termites" • "The Trouble With Galagos" • "Janja's New Crew" • "Baboons!" • "Beware the Zimwi" • "Lions of the Outlands" • "Never Roar Again" • "The Lost Gorillas" • "The Trail to Udugu" • "Ono's Idol" • "Beshte and the Hippo Lanes" • "Ono the Tickbird"
Season Two: "Babysitter Bunga" • "The Savannah Summit" • "The Traveling Baboon Show" • "Ono and the Egg" • "The Rise of Scar" • "Let Sleeping Crocs Lie" • "Swept Away" • "Rafiki's New Neighbors" • "Rescue in the Outlands" • "The Ukumbusho Tradition" • "The Bite of Kenge" • "Timon and Pumbaa's Christmas" • "The Morning Report" • "The Golden Zebra" • "The Little Guy" • "Divide and Conquer" • "The Scorpion's Sting" • "The Wisdom of Kongwe" • "The Kilio Valley Fire" • "Undercover Kinyonga" • "Cave of Secrets" • "The Zebra Mastermind" • "The Hyena Resistance" • "The Underground Adventure" • "Beshte and the Beast" • "Pride Landers Unite!" • "The Queen's Visit" • "The Fall of Mizimu Grove" • "Fire from the Sky""
Season Three: "Battle for the Pride Lands"

Locations
The Lion King Trilogy: AfricaMount KilimanjaroPride RockThe Pride LandsThe Water HoleThe Elephant GraveyardThe GorgeJungleRafiki's Ancient TreeThe Outlands

Timon & Pumbaa: Zazu's TreeMadame Credenza's PlaceSavage RockBoss Beaver's Log Land
The Lion Guard: Lair of the Lion GuardJanja's Den

Songs
The Lion King: Circle of LifeThe Morning ReportI Just Can't Wait to Be KingBe PreparedHakuna MatataCan You Feel the Love TonightI've Got a Lovely Bunch of CoconutsHawaiian War Chant

Instrumental Scores: This LandHyenas...To Die ForUnder the StarsKing of Pride RockDidn't Your Mother Tell You Not to Play with Your FoodWe are All ConnectedHyenas in the Pride LandsElephant GraveyardI Was Just Trying to Be BraveStampedeMufasa DiesIf You Ever Come Back We'll Kill YouBowling for BuzzardsWe Gotta Bone to Pick With YouKings of the PastNala, is It Really You?Remember Who You AreThis is My HomeThe Rightful King
Rhythm of the Pride Lands: KubeLea HalalelaIt's TimeLalaBusaNoyana
The Lion King II: Simba's Pride: He Lives in YouWe Are OneMy LullabyUpendiOne of UsLove Will Find a Way
The Lion King 1½: Digga TunnahThat's All I NeedSunrise, SunsetGrazing in the Grass
Musical: Lioness HuntRafiki MournsOne by OneGrasslands ChantChow DownThe Madness of King ScarShadowlandEndless Night
Timon & Pumbaa: Alone TogetherStand by MeYummy, Yummy, YummyThe Lion Sleeps Tonight
The Lion Guard: Call of the GuardA Beautiful Day (Ni Siku Nzuri)Zuka ZamaTonight We StrikeKion's LamentIt is TimeHere Comes the Lion GuardWe're the Same (Sisi Ni Sawa)Don't Make a StinkBunga the WiseDuties of the KingOutta the WayJackal StyleOur Kupatana CommunityMy Own WayUtamuAll Hail The VulturesHero InsideBird of a Thousand VoicesPanic and RunTrail to HopeLife in the Pride LandsWe'll Make You a MealFind Your RoarChungu's LamentBaboonsBeware of the ZimwiLions Over AllStand Up, Stand OutKuishi Ni KuchekaRunning with the KingHadithi the HeroMakin' Hippo LanesTickbirds and RhinosTeke Ruka TelezaEveryone is WelcomeThe Traveling Baboon ShowA Real MealFujoThe Path of HonorBring Back a LegendToday is my DayI Have A PlanGotta Look on the Bright SideThe Worst Hyena We KnowMay There Be PeaceBig Bad KengeChristmas in the Pride LandsThe Twelve Ways of ChristmasI Do Have a Great Deal to SayFabulous DhahabuGive a Little Guy a ChanceWe're the SmartestGood King SimbaThe Faster I GoI'm Gonna Run This DumpNow You See Me, Now You Don'tWisdom on the WallsHe's The Zebra MastermindKwetu Ni KwetuNothin' to Fear Down HereShujaa PondaPride Landers Unite!Prance With MeTujiinueHeight and Sight
Remake: SpiritNever Too Late
Deleted: To Be KingWarthog RhapsodyThe Lion of the MoonOld Fearless BuzzThe Madness of King Scar

See Also
Rafiki's Bakora StaffKing of the JungleMusicalLion GuardRoar of the EldersThe Disney AfternoonFind Out WhyHouse of MouseOne by OneAs Told by Emoji

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