"Be Prepared" is one of the five songs written for The Lion King. It was created by composer Elton John and lyricist Tim Rice. 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, who sang Scar's final lines in 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/Josef Stalin.
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.
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 heard only in the album version:
Scar: I never thought hyenas essential
But they're crude and unspeakably plain
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!
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: 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/Hyena Clan: So prepare for the coup of the century
Scar: 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!
Scar[/Shenzi/Banzai/Ed]/Hyena Clan: Yes, our teeth and ambitions are bared
- Toward 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.
- A reprise was originally written for this song, but was eventually cut. You can find it here.
- 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 modelled after actual footage of Nazi troops marching in Berlin with Hitler watching.