Be Prepared (song)

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Not to be confused with the song of the same name by Tom Lehrer about the Scout Motto.
"Be Prepared"
Song by Jeremy Irons with Whoopi Goldberg, Cheech Marin and Jim Cummings from the album The Lion King
Released 1994
Recorded 1992
Label Walt Disney
Writer Tim Rice, Elton John
Scar towers over the hyenas.

"Be Prepared" is a song from the 1994 Disney animated film and 1997 Broadway musical The Lion King. The song was composed by Tim Rice (lyrics) and Elton John (music) and originally performed by Jeremy Irons, Cheech Marin, Jim Cummings (who took over after Irons's voice gave out), and Whoopi Goldberg in the film and by John Vickery, Kevin Cahoon, Stanley Wayne Mathis, and Tracy Nicole Chapman in the original Broadway cast for the musical.

The Lion King[edit]


The song is performed as a musical number by Scar. Lusting for the position as king of the Pride Lands, a title held by his envied older brother Mufasa, he constantly spends time devising evil schemes that could potentially earn the throne for him with the assistance of his hyena minions, Shenzi, Banzai, and Ed. In it, Scar is inspired to develop a plot in which he will arrange for both Mufasa and his nephew Simba to be murdered and notifies his spotted hyenas about it through song, earning a large army of minions for himself through his pledge to spare the hungry animals from starvation if they provide him with assistance.


Originally, the song was about Scar introducing the hyenas to the lionesses after he pronounced himself king and when the lionesses opposed him. This idea was scrapped in favor of the song in the film. It was called "Thanks to Me". A reprise of the song after Mufasa's death was also cut from the film, but is featured in the musical version.

In the beginning of the second verse, an army of hyenas is shown goose-stepping in front of Scar, who is perched on an overlooking cliff in resemblance of Adolf Hitler with countless beams of light pointing straight-up (resembling the Cathedral of light featured in many of the Nuremberg Rallies). Shadows cast onto the cliff evoke for a brief second monumental columns. This is modeled after footage from the Nazi propaganda movie Triumph of the Will.

Though Jeremy Irons is credited for the song, at the 2012 Calgary Comic and Entertainment Expo Jim Cummings, who also played Ed, stated that he sang most of the song, and that Irons only did some of the talking.[1]

Original recording[edit]

On the original soundtrack recording, Scar opens the song with a soliloquy:

In the film, this is cut and the song begins immediately. This was due to a plot adjustment.[2] The soliloquy had Scar considering using the hyenas for his plot, but in the final version of the story he had already used the hyenas in his plans before the song.

Deleted reprise[edit]

The reprise was deleted from the film due to being considered too dark. Nevertheless, it is actually rather important to the film, tying together many plot threads such as explaining what Pride Rock was up to while Simba was following the Hakuna Matata philosophy, how the hyenas become rulers of the kingdom, and why Nala ran away and into the jungle. This excerpt sees an aroused Scar try to seduce Nala into becoming his queen consort in order to ensure the continuation of his family tree.

During production 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 his "executive staff".

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.[3]

The Lion King 1½[edit]

In DisneyToon's 2004 direct-to-video film The Lion King 1½, the music from the beginning of the song is briefly heard as Timon and Pumbaa tour Scar's lair as a possible new home, commenting on how it is quiet, secluded and with no uninvited visitors. The shadows of the goose-stepping hyena army are then seen marching in front of them, though they haven't started singing yet. Timon and Pumbaa stare at them for a few seconds, and remark that the hyenas "ain't the traveling company of Riverdance." They then riverdance out of the scene.

The Lion King musical[edit]

Like the original soundtrack recording, Scar begins the song with a brief soliloquy. The song is similar to its film counterpart in most respects, including the goose stepping hyenas, but there is a dance number performed by the hyena ensemble halfway through. Scar later sings a brief reprise while declaring himself king at Mufasa's funeral in which he introduces the hyenas as his direct and privileged minions (the aforementioned deleted reprise from the film). However, the Broadway reprise was not featured in the soundtrack, and is instead replaced with a sinister chord at the end of the song "Rafiki Mourns". In other soundtracks from different productions, the song is not represented at all.

Festival of The Lion King[edit]

In Walt Disney World's Animal Kingdom's Festival of the Lion King, Kiume sings the song while the theater takes on a darker tone with the male dancers carrying spears and shields, while the female dancers dance with streamers. After Kiume sings the first verse, the solo hyena performer does a tribal dance with a fire torch. In the finale, when the snippet of "Be Prepared" is sung, the hyena comes back out but dances with blades.


  1. ^ [1]
  2. ^ TLK Script (HTML 3.0 Version)
  3. ^ Allers, Roger (2011). Scar Wants Nala as His Queen (Blu-ray). The Lion King: Diamond Edition: Walt Disney Home Entertainment.