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"Be Prepared" is a song written by Elton John and Tim Rice (music and lyrics, respectively) for the Disney animated feature film The Lion King (1994). The song was originally performed in the film by Jeremy Irons, with Whoopi Goldberg, Cheech Marin, and Jim Cummings providing supporting vocals; Cummings performed partial material for Scar after Irons' voice gave out.

"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.

The song is also featured in the 1997 Broadway musical The Lion King, with John Vickery, Kevin Cahoon, Stanley Wayne Mathis, and Tracy Nicole Chapman performing it in the original Broadway cast for the musical. Chiwetel Ejiofor performed an altered version of the song in the 2019 film adaptation.


The Lion KingEdit

The song is performed as a musical number by Scar, who lusts for the position as king of the Pride Lands. Scar is inspired to develop a plot for both Mufasa and his nephew Simba to be murdered, and tells about this plan through song to a large army of spotted hyena minions by 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. This idea was eventually scrapped and replaced with Be Prepared.[citation needed] A reprise of the song after Mufasa's death was also cut from the film, but is featured in the musical version.[citation needed]

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 film's 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" and onwards etc.) in the final cut of the film. Cummings has also confirmed this in other interviews, claiming that he sang this last verse due to Irons developing vocal problems during the recording session.[3]

Original recordingEdit

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.[citation needed]

International versionsEdit

When the movie was first released in 1994, it numbered complexively 28 versions worldwide, including a special Zulu version made in South Africa. This is not just the only Zulu dubbing ever made by Disney, but also the only dubbing made in any African language, other than Arabic.[5] Over the years, the number of dubbings has increased to 41 official versions, to which some unofficial versions have been added by local TV stations and studios in their local languages: namely Abaza, Albanian, Arabic (TV version), Armenian, Austrian German, Crimean Tatar, Kabardian, Karachay-Balkar, Nogai, Persian.[6]

Deleted repriseEdit

Though an important plot, the reprise was deleted from the film as it was considered too dark.

During early production of the film, there was a reprise created of the song, taking place after Scar has assumed power over the Pride Lands. He is given the idea by Zazu to find a mate. So he tries seducing 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 1½Edit

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" would be one of the songs featured in the 2019 remake of The Lion King, directed by Jon Favreau.[9] [10] On June 24, 2019, the remake was confirmed to feature a reworked version of the song.[11]

The Lion King Broadway musicalEdit

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 KingEdit

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.


Original VersionEdit

The song has garnered positive reaction and review. Becky Fuller from Screen Rant gave the song's original version a positive review. He describes the song as "camp, fun, and just scary enough to make younger viewers feel a little on edge" and perfectly summed up Scar's character. He praised Jeremy Irons' performance, citing his deep, dulcet tones is perfect for the song. [12]Glen Weldon from NPR also praised the song as indelible and iconic for its pure expression of Scar's character.[13] Hannah-Rose Yee from Stylist cited Be Prepared as one of the best songs in the film for mixing humor and tragedy in the lyrics that builds up the character's deluded aspiration and twisted desire.[14]

2019 RemakeEdit

The remake song received generally negative reaction. Fuller criticised the 2019 remake of the song, commenting "it feels like Scar is merely relaying some information to audiences that could have been delivered in a speech" and felt it would have been better if the song is not included at all.[15] Similarly, Weldon criticized the song for cutting most of the verses, commenting the song sounds more like "if the Boy Scouts imposed martial law" and make Scar's character like "a mere feckless politician attempting to sway a potential ally."[16]


  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. ^ "Scar". Charguigou. Retrieved 2019-06-12.
  7. ^ "Scar". Charguigou. Retrieved 2019-06-12.
  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.
  11. ^ Chitwood, Adam (June 24, 2019). "'The Lion King' Soundtrack Details Revealed; Includes New Elton John Song". Collider. Retrieved June 24, 2019.
  12. ^ Fuller, Becky (July 21, 2019). "The Lion King 2019 Gets All the Songs Right (Except Be Prepared)". Screen Rant. Retrieved August 14, 2019.
  13. ^ Weldon, Glen (July 17, 2019). "The Lion King Had the Perfect Villain Song, This Time Be Prepared for Less". NPR. Retrieved August 14, 2019.
  14. ^ Yee, Hannah-Rose (June 14, 2018). "Lion King fans, beware: the live action movie has cut the film's best song". Stylist. Retrieved August 14, 2019.
  15. ^ Fuller, Becky (July 21, 2019). "The Lion King 2019 Gets All the Songs Right (Except Be Prepared)". Screen Rant. Retrieved August 14, 2019.
  16. ^ Weldon, Glen (July 17, 2019). "The Lion King Had the Perfect Villain Song, This Time Be Prepared for Less". NPR. Retrieved August 14, 2019.

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