Be Prepared

"**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.

## Plot

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.

The 2019 version only has a variation of the second verse.

## Lyrics

### The Lion King

**Scar:** *(speaking)* 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. *[Music begins]*

*(sings)* 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

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

**Hyena clan:** Long live the king! Long live the king!

King! King! King! King! King! King! King!

It's great 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/Hynea clan:** So, prepare for the coup of the century

**Scar:** Be prepared for the murkiest scam (**Hyena clan:** Ooh...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!

**Scar/Shenzi/Banzai/Ed/Hyena clan:** Yes, our teeth and ambitions are bared

Be prepared!

### Deleted Reprise

**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

### The Lion King (2019 version)

**Scar:** *(spoken)* Mufasa has always shown too much restraint when it comes to hunting. When I'm king, the mighty will be free to take whatever they want, because a hyena's belly is never full.

**Shenzi:** *(spoken)* Mufasa's far too powerful to challenge...

**Scar:** Mufasa is yesterday's message
A clapped-out, distracted regime
Whose failings undoubtedly pressage
The need for a different dream

Yes leonine times are a-changing
Which means that hyenas must too
My vision is clear and wide-ranging
And even encompasses you.

So prepare for the coup of the century
Prepare for the murkiest scam
Meticulous planning
Tenacity spanning
Decades of denial
Is simply why I'll

Be king undisputed
Respected, saluted
And seen for the wonder I am
Yes, my teeth and ambitions are bared
Be prepared!

(Be prepared, be prepared, be prepared, be prepared)
Be prepared, be prepared
(Be prepared, be prepared, be prepared, be prepared)
Be prepared
(Be prepared, be prepared, be prepared, be prepared)
Be prepared
(Be prepared, be prepared, be prepared, be prepared)

**Scar/Hyena Clan:** Yes, our teeth and ambitions are bared
Be prepared!

### Diesel 10's 2019 Version

**Diesel 10:** *(spoken)* Celestia and The Fat Controller has always shown too much restraint when it comes to devious. When I'm king, the mighty will be free to take whatever they want, because we diesels are revolutionary

**Queen Chrysalis:** *(spoken)* Celestia's far too powerful to challenge...

**Diesel 10:** Celestia and The Fat Controller is yesterday's message A clapped-out, distracted regime Whose failings undoubtedly pressage The need for a different dream

Yes equesodor times are a-changing Which means that evil-doers must too My vision is clear and wide-ranging And even encompasses you.

So prepare for the coup of the century Prepare for the murkiest scam Meticulous planning Tenacity spanning Decades of denial Is simply why I'll

Be king undisputed Respected, saluted And seen for the wonder I am Yes, my claw and ambitions are bared Be prepared!

(Be prepared, be prepared, be prepared, be prepared) Be prepared, be prepared (Be prepared, be prepared, be prepared, be prepared) Be prepared (Be prepared, be prepared, be prepared, be prepared) Be prepared (Be prepared, be prepared, be prepared, be prepared)

**Diesel 10/Villains:** Yes, our teeth and ambitions are bared Be prepared!

## Trivia

* 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..."
It had to be edited out of the film version because Scar had already used the Hyenas in his plan to kill Simba.
* 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!"[1]
* 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 on February 3, 2019, it was announced that the song will be in the live-action remake. It was also confirmed that the remake will feature a reworked version of the song by Elton John himself that will be suitable for the new movie as well as Chiwetel Ejiofor's vocals.
* 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 II* 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, and she is presumably burned to death.
* Diesel 10 sing his version of the 2019 version when he plans to seize the throne of Canterlot to diesel dominate Equesodor, destroy Lady and finally get revenge on Thomas, Twilight Sparkle and their friends once and for all before they're ready to take Celestia and Luna's place as rulers.