"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.
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.
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!
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
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
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
- 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..."
- 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!"
- 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 however, on February 3, 2019, it was announced that the song will be in the live action remake.
- 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 where she is presumably burned to death.