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Be Prepared

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Be Prepared
Be Prepared
Originally performed by
Composer Elton John
Lyrics Tim Rice
Performer(s) Scar (Jeremy Irons and Jim Cummings)
Shenzi, Banzai and Ed (Whoopi Goldberg, Cheech Marin and Jim Cummings)
Feature films The Lion King
The Lion King 1½
Short films
Television programs
Attractions Festival of the Lion King
Video games The Lion King
Albums The Lion King (Original Motion Picture Soundtrack)
Classic Disney - Volume III
Disney Villains: Simply Sinister Songs
The Legacy Collection: The Lion King
Preceded by I Just Can't Wait to Be King
Followed by Hakuna Matata
Be Prepared The Lion King English02:53

Be Prepared The Lion King English

"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, who sang Scar's final lines in the song (right after "YOU WON'T GET A SNIFF WITHOUT ME!" to be exact). It is also performed at The Festival of the Lion King.

The Lion King

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 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 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.

The Lion King 1½

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 begin 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.


[Speech not heard in movie version]
Scar: 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!

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, with 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!



  • 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. The * in the lyrics above indicates the transition to Cummings.
  • A reprise was originally written for this song, but was eventually cut because it was thought to be too scary. 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!"[1]
  • The sequence showing the Hyenas goosestepping was modelled after actual footage of Nazi troops marching in Berlin with Hitler watching.


v - e - d

Films: The Lion King | The Lion King II: Simba's Pride | The Lion King 1½ | The Lion Guard: Return of the Roar
Television: Timon and Pumbaa (Episode list) | Timon and Pumbaa's Wild About Safety | The Lion Guard
Soundtracks: Soundtrack | Rhythm of the Pride Lands | The Legacy Collection: The Lion King | The Lion King Collection | Return to Pride Rock: Songs Inspired by Disney's The Lion King II: Simba's Pride | Best of the Lion King | The Lion King 1½: Songs from Timon and Pumbaa's Hilarious Adventure | Original Broadway Cast Recording
Video Games: The Lion King | Timon and Pumbaa's Jungle Games | The Lion King: Simba's Mighty Adventure | Kingdom Hearts II | Animated Storybook: The Lion King | Disney Universe | Disney INFINITY: 2.0 Edition | Adventures in Typing with Timon and Pumbaa | Activity Center | The Lion King 2: Simba's Pride: Active Play | The Lion King 2: Simba's Pride GameBrack | The Lion King 1½
Books: Classic Storybook | Disney's Wonderful World of Reading | Golden Sight 'n' Sound Book | Little Golden Book | Marvel Comics | The Art of the Lion King | Simba and the Lost Waterfall | Morning at Pride Rock | Simba and Nala Help Bomo | The Bright Star | Simba and the Big Flood | Simba the Fortune Teller | The Pal Patrol | Simba's Hide and Seek | Far from the Pride Lands | Simba's Daring Rescue | Pumbaa Runs Away from Home | No Worries: A New Story About Simba | How Simba Met Timon and Pumbaa | Way to Go, Simba! | The Lion King 1½

Disney Parks

Circle of Life: An Environmental Fable | The Enchanted Tiki Room (Under New Management) | Festival of the Lion King | The Legend of the Lion King | The Lion King Celebration | Animazment - The Musical | Sorcerers of the Magic Kingdom


The Lion King: Simba | Nala | Mufasa | Scar | Rafiki | Timon | Pumbaa | Zazu | Shenzi, Banzai and Ed | Sarabi | Sarafina | The Pridelanders | Hyena Clan | Wildebeests | Cape Buffalo | Gopher
The Lion King II: Simba's Pride: Kiara | Kovu | Zira | Vitani | Nuka | Outsiders | Crocodiles
The Lion King 1½: Ma | Uncle Max | Iron Joe | Meerkat Colony
Timon and Pumbaa: The Native Chief | The Three Natives | Monty | Baampu | Nobi | Fred | Quint | The Woodpecker | Bruce | Stinky | Ralph and Eddie | Teds | Savage Lion | Bartholomew | The Tarsier | Toucan Dan | Vulture Police | Ned | Rabbit | Uncle Boaris | Uncle Ernie | Boss Beaver | Boy Beaver | Lester the Whale | The Tigress | Jackal | The Cobra | Speedy the Snail | Smolder the Bear | Little Jimmy | Irwin | El Toro | Mr. Pig | Wolverine | Jumbo Jumbo the Elephant | Cheetato and Cheetata | Martin Pardon | Rita Book | Captain Bloodbeard | Cisco Pig | Cisco Pig's Gang | Dr. Caliostro | Torgo | The Meerkat Angel | Pumbaa Jr. | Nefu | Dr. Happy | Leslie Lambeau | Mr. Buttons | Sharla | Herman | Lara | Mel | Claudius | Bahuka | Tutan Pharaoh | Genie | Madame Credenza | Duke Meerkat | Tatiana | Mother Eagle | Baby Earl | King Leopold | Princess Claudia | Sigmund and Lloyd | Heinrich and Schnitzel | Pimon and Tumbaa | Mad Dog McGraw, Billy the Goat, and Three-fingered Jackelope | Dr. Exceter | Sal Manders | Jungle Inspector
The Lion Guard: Kion | Bunga | Fuli | Beshte | Ono
Printed Media: Uru | Ahadi | Kopa | Pimbi | Boma | Ni | Kula | Zuzu | Joka | Lulu
Deleted: Diku | Baasho | Iggy | Herr Rhino | Kwashi | Bhati | Mheetu | Banagi | Daabi | Dwala | Naanda | Binti | Lemuta | Timon's Father | Buzz | Tesma | Nala's Father


The Lion King Trilogy: Africa | The Zuberi River | Mount Kilimanjaro | Pride Rock | The Pride Lands | The Desert | The Water Hole | The Elephant Graveyard | The Gorge | Jungle | The Great River | Rafiki's Ancient Tree | The Outlands
Timon and Pumbaa: Zazu's Tree | Madame Credenza's Place | Savage Rock | Boss Beaver's Log Land


The Lion King: Circle of Life | The Morning Report | I Just Can't Wait to Be King | Be Prepared | Hakuna Matata | Can You Feel the Love Tonight | Hawaiian War Chant
Instrumental Scores: This Land | ...To Die For | Under the Stars | King of Pride Rock
Rhthym of the Pride Lands: Busa | Kube | Lea Halalela | It's Time | One by One
The Lion King II: Simba's Pride He Lives in You | We Are One | My Lullaby | Upendi | One of Us | Love Will Find a Way
The Lion King 1½: Digga Tunnah | That's All I Need | Sunrise, Sunset
Other: Alone Together | Stand by Me | Yummy, Yummy, Yummy | The Lion Sleeps Tonight
Deleted: To Be King | Warthog Rhapsody | The Lion of the Moon | Old Fearless Buzz | The Madness of King Scar | Be Prepared (Reprise)
Musical: Lioness Hunt | Rafiki Mourns | One by One | Grasslands Chant | Chow Down | The Madness of King Scar | Shadowland | Endless Night


King of the Jungle | Musical | The Battle of Pride Rock | List of Species seen in The Lion King Franchise

See Also

The Disney Afternoon | Find Out Why | House of Mouse | One by One

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