The Lion King

Be Prepared (film)

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Standing in the Spotlight
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"Do you see any other big, lovable chunk of warthog here?"
This article is about the film version of "Be Prepared".
You may be looking for the deleted reprise.

Be Prepared (film)
Be Prepared
Elton John
Tim Rice
Jeremy Irons
Jim Cummings
Whoopi Goldberg
Cheech Marin
The Lion King: Original Motion Picture Soundtrack
For the reprise, see here.

"Be Prepared" is a song from The Lion King. It is sung by Scar and the hyenas in preparation for Mufasa's death.



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 a chance of a lifetime.
Be prepared for sensational news.
A shining new era
Is tiptoeing nearer.


And where do we feature?


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.
Be prepared!

Banzai: (spoken)

Yeah! Be prepared!
Yeah-heh! We'll be prepared! Heh! For what?

Scar: (spoken)

For the death of the king!

Banzai: (spoken)

Why? Is he sick?

Scar: (spoken)

No, fool. We're gonna kill him.
And Simba, too...

Shenzi: (spoken)

Great idea!
Who needs a king?

Banzai and Shenzi:

No king! No king! La, la, la, la, la, la!

Scar: (spoken)

There will be a king!

Banzai: (spoken)

Hey, but you said-

Scar: (spoken)

I will be king!
Stick with me, and you'll never go hungry again!

Banzai and Shenzi: (spoken)

Yay! All right! All right!
Long live the king!


It's great that we'll soon be connected
With a king who'll be all-time adored.


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!
So prepare for the coup of the century.
Be prepared for the murkiest scam.
(Ooh. La! La! La!)
Meticulous planning,
(We'll have food!)
Tenacity spanning,
(Lots of food!)
Decades of denial
(We repeat!)
Is simply why I'll
(Endless meat!)
Be king undisputed,
Respected, saluted,
And seen for the wonder I am!
Yes, my teeth and ambitions are bared.
Be prepared!


Yes, our teeth and ambitions are bared.
Be prepared!


The Lion King


Scar at the opening of the song

The song serves as the villain song for the film. 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 hunger 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 and Soviet Propaganda, turning their noses sharply to look at Scar sitting upon a high balcony, very similar to Adolf Hitler. At the end of the song, Scar sits in front of a waning crescent moon, in order to remind us of the hammer and sickle symbol of the Communist Soviet union flag.

The Lion King 1½


Cameo of "Be prepared" in the third film

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. However, nor their nor Scar's singning is heard. Timon staring at the hyenas, Timon whispers to Pumbaa: "Somethin' tells me this ain't the traveling company of "Riverdance"." Silently, they tip-toe out of the number.

Other Apperances

The Stage Musical

The song also features in the live musical version of the original film. One of the differences is that John Vickery, who acts Scar's character, takes over much of hyenas' lines ("And where do you feature? Just listen to teacher!") The deleted reprise appears during Scar's coronation scene, too.


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.
  • Jeremy Irons sang the beginning of the song, but damaged his vocal chords on the line, "You won't get a sniff without me!" Jim Cummings was brought in to finish the song.[1]
  • The song includes a brief sequence that alludes to Adolf Hitler and the Nazis. As the hyena army marches past Scar, they are goose-stepping like Nazi soldiers with their snouts raised in Nazi-like salutes.[2] Scar is atop a large ledge (or balcony, in Hitler's case) with a pattern resembling Swastika on the side of his rock.[3] On the ground beneath the army, lines appear, resembling the streets of Germany, where the Nazis paraded.
  • In earlier concepts, Scar had a song called "Thanks to Me" where he gloated to the hyenas about murdering Mufasa and chasing off Simba.[4] This song later became "Be Prepared."
  • In the 1992 version of the film, there was originally supposed to be a reprise of the song which takes place after Scar has assumed power over the Pride Lands and is trying to assert his dominance over the lion population. He is given the idea by Zazu to find a mate, as that will give him cubs, and in his own words, "eternity". He starts to flirt with Nala, who refuses his advances and is therefore banished by Scar. He then unleashes the hyenas upon the Pride Lands as their "executive rulers". The reprise was ultimately removed from the film. However, a similarly themed song entitled The Madness of King Scar was included in the Broadway musical version of the film.


Lion King Be Prepared 1080p HD03:20

Lion King Be Prepared 1080p HD

"Be Prepared"



  1. [1]
  2. Nazireference
  3. Swastika
  4. Mouse Under Glass, page 229
Songs from The Lion King
Circle of LifeI Just Can't Wait to be KingBe PreparedHakuna MatataCan You Feel the Love Tonight

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