"Be Prepared" is a 1994 song written byElton John andTim Rice (music and lyrics, respectively) fromDisney's 1994 animated feature filmThe Lion King. The song was originally performed in this film byJeremy Irons andJim Cummings, withWhoopi Goldberg andCheech Marin providing supporting vocals.

The song is also featured in Disney's 1997Broadway stage musicalThe Lion King, withJohn Vickery,Kevin Cahoon,Stanley Wayne Mathis, andTracy Nicole Chapman performing it in the original Broadway cast for the musical.Chiwetel Ejiofor performed an altered version of the song in Disney's 2019live-action remake.

The song is performed as a musical number byScar, who covets his brother Mufasa's position as king of the Pride Lands. Scar plans to murder both Mufasa and his son, Simba, so he can usurp the throne. He sings to an army ofspotted hyenas, promising to end their hunger in return for their assistance.^{[citation needed]}

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". A reprise of the song after Mufasa's death was also cut from the film, but is featured in themusical version. At the beginning of the second verse, an army of hyenas is showngoose-stepping in front of Scar, who is perched on an overlooking cliff, in resemblance ofAdolf Hitler, with upwards of 22 beams of light pointing straight up (resembling theCathedral of Light featured in many of theNuremberg Rallies). Shadows cast onto the cliff evoke for a brief second monumental columns. This is modeled after footage fromLeni Riefenstahl'sNazi propaganda movieTriumph of the Will.^[1]

ThoughJeremy Irons is credited for performing Scar's singing voice,Jim Cummings (credited as the voice of Ed the hyena) has stated that he sang in Irons' stead. The film's 2017 Blu-ray release includes footage of Irons singing the entire first verse and some second verse stanzas before the finale; Cummings has claimed that he sang "the last third" of the song, due to Irons developing vocal problems during the recording session.^[2] 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 sang only the final verse ("So prepare for the coup of the century..." onwards) in the final cut of the film.^{[citation needed]}

On May 25, 2024, Jeremy Irons performed "Be Prepared" live for the 30th anniversary ofThe Lion King at theHollywood Bowl.^[3][4]

On the original soundtrack recording, Scar opens the song with asoliloquy:

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.

In the film, this is cut and the song begins immediately. This was due to a plot adjustment.^[5] The soliloquy had Scar considering using the hyenas for his plot, and 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.^[6]

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. During a conversation with Zazu, he decides to find a mate and tries seducingNala, who refuses his advances, and is therefore banished by Scar. He then unleashes the hyenas upon the Pride Lands as his "executive staff". A second version of the reprise was also considered to be sung duringMufasa's funeral (this variation is included as a special supplement on the laserdisc edition of the film and was also featured on the Broadway musical).^[7] Both versions of the reprise were ultimately removed from the film and the concept of the first version was later recycled in "The Madness of King Scar" and was included in the Broadway musical version of the film.^[8]

InDisneyToon's 2004 direct-to-video filmThe Lion King 1½, the music from the beginning of the song is briefly heard asTimon 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 ofRiverdance". They then perform an Irish step dance as they exit the scene.^{[citation needed]}

In April 2019, Favreau confirmed that "Be Prepared" would be one of the songs featured in the2019 remake ofThe Lion King.^[9] On June 24, 2019, the remake was confirmed to feature a reworked version of the song.^[10] In the film proper, Scar (voiced byChiwetel Ejiofor), performs an abridged, primarily spoken-word version of the song, in a darker tone than that of the 1994 film.

InWalt Disney World'sAnimal Kingdom'sFestival 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.^{[citation needed]}

The song has garnered positive reactions and reviews. Becky Fuller fromScreen Rant gave the song's original version a positive review. She 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. She praised Jeremy Irons' performance, citing his deep, baritone tones is perfect for the song.^[11]Glen Weldon fromNPR also praised the song as indelible and iconic for its pure expression of Scar's character.^[12] 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 build up the character's deluded aspiration and twisted desire.^[13]

The version of the song featured on the remake received a mixed reaction. Fuller criticized 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 makes Scar's character like "a mere feckless politician attempting to sway a potential ally".^[16]

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