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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 Jeremy Irons and Jim Cummings as Scar and Ed as well as the voice actors for Shenzi and Banzai: Whoopi Goldberg and Cheech Marin.

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

The 2019 film has an altered version where it only has a variation of the second verse of the song.

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: 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!

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

Scar: (spoken) 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

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: 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!

Shenzi/Banzai/Ed: 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: And 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 own 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 presage
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!

(Hyena Clan: 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!

Trivia[]

  • For a number of years it was commonly accepted that Jeremy Irons sings "Be Prepared" until Scar says the line "You won't get a sniff without me!", whereupon his voice allegedly gave out and the rest of the song is performed by Jim Cummings. However, while there does appear to be a noticeable change in the timbre of Scar's voice that would suggest a change in voice actors, at face value this claim is somewhat questionable: music producing never records a single take of a song, meaning even if there was a take where Irons' voice gave out, one could reasonably find another take where it did not, or he could have recorded the final part of the song at a different juncture. Additionally, Jim Cummings has claimed on a number of occasions that he, in fact, sings the entire song, as he was hired to be Irons' singing double: however, there is behind the scenes footage of Jeremy Irons recording "Be Prepared". The most likely explanation is that both Irons and Cummings individually performed a full version of the song, hence Cummings' memory of having done so, but the film edit combines the two.
    • Irons sang the entire song, including the verse performed by Cummings, at The Lion King 30th Anniversary concert at the Hollywood Bowl in May 2024.
  • In the musical and the official soundtrack, the song starts with a spoken verse of Scar pondering whether to use the hyenas in his plan to kill Mufasa. This was cut after a change in story where Scar has already informed them of his plans.
"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..."
  • A reprise was originally written for this song, but was eventually cut because it seemed inappropriate following the death of Mufasa in the stampede. There were two versions of this reprise in early drafts.
    • The first version had Scar singing a short reprise to an adult Nala in an attempt to seduce her to become his Queen and mother his cubs (a concept that was scrapped from the film due to the sexual undertones of the scene). But when Nala refuses the proposal, a revolt begins against Scar, leading him to finally allow the hyenas into the Pride Lands. He sings a dark reprise in which he introduces the hyenas as his executive staff.
    • The second version of the reprise had Scar singing to the lionesses directly after Simba's exile, during which the hyenas are allowed into the Pride Lands.
      • One version of the script had Scar sing "Thanks to Me!" which featured Scar gloating to the hyenas about murdering Mufasa and exiling Simba, but ultimately the writers felt that a song building up to Scar's murder would be more fitting.
  • 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 CGI remake, but on February 3, 2019, it was announced that the song would be in the remake. It was also confirmed that the remake would 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 the hyenas appear to be those of antelope.
  • Scar's heartless form in Kingdom Hearts II 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 is presumably burned to death.
  • Because it is about Scar's evil plot to become king, this song could be viewed as a dark counterpart to "I Just Can't Wait to Be King", which is about Simba's joy and excitement over being king one day.
  • The start of the song can be heard during The Lion King 1 ½, though it differs from the original because the graveyard has lit up and the hyenas are goosestepping at the start rather than the middle.

Videos[]

References[]

  1. Hill, Jim (September 19, 2011). "Has Disney Been ‘Lion’ about Jeremy Irons’ Singing Voice?" (Blog). HuffPost.

External links[]

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Media
Films: The Lion King (video) • The Lion King II: Simba's Pride (video) • The Lion King 1½ (video) • The Lion Guard: Return of the RoarThe Lion King (2019) (video) • Mufasa: The Lion King

Television: Find Out WhyTimon & Pumbaa (videography) • Timon and Pumbaa's Wild About SafetyThe Lion Guard (videography) • It's UnBungalievable!
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 RecordingFestival of the Lion KingThe Legend of the Lion KingThe Lion GuardThe Lion King (2019 film)The Lion King & Jungle Festival: Rhythms of the Pride Lands
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 IIIDisney Classic Games: Aladdin and The Lion KingDisney Classic Games CollectionThe Lion King: Operation Pridelands
Books: Marvel ComicsThe Art and Making of The Lion KingThe Lion Guard: Can't Wait to be QueenThe Lion King: The NovelizationThe Lion King: The Full Film Script
Cancelled projects: King of the JungleThe Lion Guard: Hear Me Roar!The Lion King Family Tree

Disney Parks
Rafiki's Planet WatchDisney's Art of Animation ResortDisney's Explorers LodgeThe AnnexCircle of Life: An Environmental FableDisney Animation BuildingIt's a Small WorldMickey's PhilharMagicRhythm of the JungleSorcerers of the Magic KingdomThe Enchanted Tiki Room (Under New Management)The Lion Guard AdventureThe Lion King: Pride Land (The Lion King attraction)

Entertainment: AnimagiqueDisney's BelieveDisney's WishesDisney Dreams: An Enchanted ClassicDisney KiteTailsFantasmic!Feel the MagicFestival of Family & FriendsFestival of the Lion KingHakuna Matata Time Dance PartyIt's Party Time... with Mickey and FriendsMickey and the MagicianMickey and the Wondrous BookMickey's Gift of DreamsMickey's Magical Music WorldOnce Upon a MouseRivers of Light: We Are OneThe Adventure of RhythmThe Golden MickeysThe Legend of the Lion KingVillains Tonight!
Restaurants: Restaurant Hakuna Matata
Parades: A Million Splashes of ColourDisney's Magical Moments ParadeDisney's Party ExpressDisney Adventure Friends CavalcadeDisney Cinema ParadeDisney Magic on ParadeDisney Stars on ParadeFlights of Fantasy ParadeJubilation!Mickey & Friends Street CelebrationMickey's Soundsational ParadeMickey's Storybook ExpressThe Lion King CelebrationThe Wonderful World of Disney ParadeWalt Disney's Parade of Dreams
Fireworks: Celebrate the MagicCelebrate! Tokyo DisneylandDisney Dreams!Disneyland ForeverHappily Ever AfterHarmoniousIgnite the Dream: A Nighttime Spectacular of Magic and LightIlluminate! A Nighttime CelebrationThe Magic, the Memories and YouMomentousOnce Upon a TimeTree of Life AwakensWonderful World of AnimationWorld of ColorWondrous Journeys
Summer: Stitch and Friends Summer Surprise
Halloween: Happy HallowishesVillains Grove

Characters
The Lion King: SimbaNalaMufasaScarRafikiTimonPumbaaZazuShenzi, Banzai, and EdSarabiSarafinaThe PridelandersPride Land AnimalsHyena ClanWildebeestsGopherVulturesGrubs

The Lion King II: Simba's Pride: KiaraKovuZiraVitaniNukaOutsidersCrocodiles
The Lion King 1½: MaUncle MaxMeerkat Colony
Timon & Pumbaa: The Native ChiefThe Three NativesMother GorillaFronk FegnugenMontiBaampuNobiFredQuintThe WoodpeckerBruceStinkyRalph and EddieTedsSavage LionBartholomewThe TarsierToucan DanVulture PoliceNedNefuRabbitUncle BoarisUncle ErnieBoss BeaverBoy BeaverLester the WhaleThe TigressJackalThe CobraSpeedy the SnailSmolder the BearLittle JimmyIrwinEl ToroCount DownMr. PigWolverineJumbo Jumbo the ElephantCheetato and CheetataMartin PartinRita BookChef ClaudeCaptain BloodbeardCisco PigCisco Pig's GangDr. CagliostroTorgoThe Meerkat AngelWonderful Rhino of LawsPumbaa Jr.Dr. HappyLeslie LambeauMr. ButtonsSharlaWarthog SounderHermanLaraMelClaudiusBahukaTutan PharaohGenieMadame CredenzaDuke MeerkatTatianaMother EagleBaby EarlKing LeopoldPrincess ClaudiaSigmund and LloydHeimlich and SchnitzelMad Dog McGraw, Billy the Goat, and Three-fingered JackelopeDr. ExeterSal ManderJungle InspectorBigfootPimon and Tumbaa
The Lion Guard: KionBungaFuliBeshteOnoTiifuZuriJanjaCheeziChunguJanja's ClanMzingoMzingo's ParliamentMwogaMakuuMakuu's FloatPuaBasiBasi's PodUshariJasiriMadoaTunu and WemaJasiri's ClanThurstonMbeyaPorcupine BrothersMa TemboZitoAminifuReireiGoigoiDogoDogo's BrothersKijanaReirei's PackTwigaJuhudiShingoMuhanga and MuhangusTamaaNala's FatherSwalaMuhimuHamuAjabuMakuchaMakucha's LeapMakucha's ArmyFahariJionaMjombaOgpoaHayaLainiBadiliMbuniMapiganoMtotoGumbaKambuniKwatoShaukuNneTanoVuruga VurugaYoung RhinoLionessMajinuni and HafifuKing SokweHadithiBig BaboonBupuBobokaChuraKifaruMwenziUrohoMwiziKulindaOnaMpishiMakiniShupavuWazaNjanoKiburiTamkaNduliKiburi's FloatChamaKengeDhahabuHodariStareheRahaNyuniSumuKongweKinyongaKuchimbaShujaaAngaStrange LionStrange CobraThe FastestThe StrongestThe BravestThe Keenest of SightYukiHitashiKimyo and NabasuDomogDughiBoginoChuluunPãgala Krud'dhaLumba-LumbaOld CivetOraKomodo DragonFikiriKitendoTuppAzaadFlamingo GirlsFlamingo Girls' FlamboyanceTenukTompokSeisouBambunMouse DeerMama BinturongSmunYun MibuNirmalaRaniBaliyoSurakJannaUlluSãhasíÃnandaBingaTangaagimPinguinoCek and RamaTsah and SasemAstutoVarya Feliks, Pasha, and PolinaHeng Heng Kely Kely's TroopAskariShabahaKasiImaraTazama
Printed Media: UruAhadiKopaBomaZuzuJokaLulu
Deleted: DikuBaashoIggyHerr RhinoKwashiBhatiMheetuBanagiDaabiDwalaNaanda
Remake: Dembe
Mufasa: The Lion King: KirosEsheObasiMasegoAfia
Miscellaneous: ZawadiKiumeKibibiNakawa

Episodes
Timon & PumbaaThe Lion Guard
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 LandThe Tree of TruthDismal Swamp
The Lion Guard: Lair of the Lion GuardJanja's DenTree of Life

Songs
The Lion King: Circle of LifeThe Morning ReportI Just Can't Wait to Be KingBe PreparedHakuna MatataCan You Feel the Love TonightHawaiian 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: The Lion Sleeps TonightKubeLea 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 NightSimba Confronts Scar
Timon & Pumbaa: The Lion Sleeps TonightAlone TogetherStand by MeYummy Yummy Yummy
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 SightWe Will DefendA New Way to GoOn the Last NightWhen I Led the GuardThe Tree of LifeHome of a Snow Monkey's DreamsGhost of the MountainAnythingThat's the Dolphin WayAs You Move ForwardFlamingo Dance PartyYou Best Not Mess With MamaFriends to the EndKion's ReckoningWelcome to the Tree of LifeWho is Better Than WhoPoa the DestroyerLong Live the QueenRemember What Makes You YouThe Power of the RoarOf the Same PrideAs You Move On
Remake: Life's Not FairRafiki's FirefliesScar Takes the ThroneSimba is Alive!Reflections of MufasaSpiritBattle for Pride RockRememberNever Too LateMbube
Mufasa: The Lion King NgomsoI Always Wanted a BrotherMilele
Deleted: To Be KingWarthog RhapsodyThe Lion of the MoonOld Fearless BuzzThe Madness of King ScarWhere Do I Belong
Miscellaneous: Safety Smart

See Also
Rafiki's Bakora StaffGreat Lions of the PastMusicalLion GuardRoar of the EldersNight PrideMark of the GuardMark of the Night PrideMoja Kwa Moja StoneTulizaThe Disney AfternoonFind Out WhyHouse of MouseOne by OneTimon & Pumbaa's Vacation SafariAs Told by Emoji
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