Be Prepared (Disney song)

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"Be Prepared"
Song by Jeremy Irons with Whoopi Goldberg, Cheech Marin and Jim Cummings
from the album The Lion King
LabelWalt Disney
Songwriter(s)Tim Rice, Elton John
Scar towers over the hyenas.

"Be Prepared" is a song from the 1994 Disney animated film and the 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 (first called "Thanks to Me") 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, later called "Be Prepared". 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 upwards of 22 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 Leni Riefenstahl's Nazi propaganda movie Triumph of the Will. [1]

Though Jeremy Irons is credited for performing the lead vocals on 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.[2] However, footage from the film's recording sessions available on the 2017 Blu-ray release reveals that Irons sang the entire first verse of the song, while a cursory analysis of the recording suggests (due to a subtle but evident shift in vocal timbre heard in Scar's lead vocal) that Cummings only sang the final verse ("Be prepared for the coup of the century", etc.) in the final cut of the film. Cummings has also confirmed this in other interviews, claiming that he sung this last verse due to Irons developing vocal problems.[3]

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.[4] 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. The soliloquy is, however, included in the Broadway version.

Other languages[edit]

With the usual number of dubs normally released by Disney, for The Lion King a special Zulu dub was made in South Africa. This is not just the only Zulu dub ever made by Disney, but also the only dub made in any African language, other than Arabic.[5]

Beside the official dubs, several local TV stations made their own dub of the movie, or re-dubbed an existing version, in local languages. Namely: Arabic, Armenian, Austrian German, Crimean Tatar, Kabardian and Nogai.[6]

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 and the concept was later recycled in "The Madness of King Scar" was included in the Broadway musical version of the film.[8]

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 (2019)[edit]

On February 3, 2019, Skyler Shuler of The DisInsider reported that "Be Prepared" will be one of the songs featured in the 2019 remake of The Lion King, directed by Jon Favreau.[9] [10]

The Lion King Broadway musical[edit]

As in 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. ^ Pallotta, Frank. "The Darkest Song From 'The Lion King' Was Based On A 1935 Nazi Propaganda Film". Business Insider. Retrieved 2019-01-29.
  2. ^ "Jim Cummings on Hakuna Matata and Be Prepared". 3 May 2012.
  3. ^
  4. ^ TLK Script (HTML 3.0 Version)
  5. ^ "The Lion King / Zulu cast". Charguigou. Retrieved 2016-08-24.
  6. ^ Pedro_1912 (2015-08-16), The Lion King - Can You Feel The Love Tonight (Nogai), retrieved 2016-10-30
  7. ^
  8. ^ Allers, Roger (2011). Scar Wants Nala as His Queen (Blu-ray). The Lion King: Diamond Edition: Walt Disney Home Entertainment.
  9. ^ Wild, Stephanie (February 3, 2019). "'Be Prepared' Will Be Featured in THE LION KING Live Action Film". BroadwayWorld. Retrieved February 3, 2019.
  10. ^ Snetiker, Marc (April 29, 2019). "The Lion King's Chiwetel Ejiofor on the diabolical psychology of Scar". Entertainment Weekly. Retrieved April 30, 2019.

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