The Lion King “Be Prepared” (1994)

In case you hadn’t noticed, I love talking about Disney villains. The more devious they are, the better I like them, and there are few more devious, more conniving and more loathsome than Scar, Mufasa’s evil brother in The Lion King (1994).

Scar (voiced to perfection by Jeremy Irons) holds an eternal grudge that Mufasa is King of Pride Rock instead of him, and when the birth of Simba makes it certain that he’ll never be king, Scar decides to take matters into his own hands. First, he simply tries to get rid of Simba by tricking him into visiting the elephant graveyard (which also happens to be the home of the hyenas, and a place Mufasa had warned the young cub to never go).


After Mufasa saves Simba and Nala in the nick of time, the battered hyenas reconvene in their lair and are joined by a disappointed Scar. The cubs had been perfectly set up to be killed, but the hyenas still blew it. However, as the hyenas are quick to point out, there wasn’t much they could do against Mufasa, did Scar expect them to kill him too?


Shenzi, Banzai and Ed: continuing a long tradition of smart villains having dumb henchmen

Well as a matter of fact, yes that’s precisely what Scar wants. He proceeds to lay out his plan, which is the basis of “Be Prepared” (one of my favorite villain songs ever!!)

Before I get started with the song itself though, I have something of a bombshell to drop. I’ve heard two versions of how this song was recorded, but they both equal the same thing: that is NOT Jeremy Irons’ voice once the song begins (not for all of it at least). The first version of the story I heard is that Jeremy Irons DID record a portion of the song, but threw his voice out after the line “You won’t get a sniff without me!” And the rest was subsequently recorded over by Jim Cummings. However, I later read an article about dialogue dubbing and Jim Cummings told the story of how he recorded the ENTIRE “Be Prepared” song because the final product was simply not that good, so they asked him to dub it over. As Cummings has no reason to lie, I’m inclined to believe that this version of the story is probably the true one. Who knew?

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 the chance of a lifetime
Be prepared for sensational news
A shining, new era
Is tiptoeing nearer
And where do we feature?
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
Be prepared!

Anyways, back to the song. Scar has apparently been planning this for years, looking for his best opportunity to take Mufasa (and now Simba) out of the picture, leaving him as king. Scar won’t be able to do it alone though, he needs the help of the hyenas, and he has the perfect inducement for them to join him: “Stick with me” he says “And you’ll NEVER go hungry again!” The hyenas are thrilled, and in a shocking moment, the camera reveals that there are actually HUNDREDS of hyenas, all cheering “Long live the king!”

It’s great that we’ll soon be connected
With a king who’ll be all time adored
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!!!

With an army of hyenas at his command, the odds are squarely in Scar’s favor. And speaking of Scar, the conniving lion is promising these hyenas the moon, telling them everything they’ve ever wanted to hear. They’ll have more food then they’ve ever had before, but they’d better stick with him or they won’t get anything!


It all sounds good, except what Scar is proposing will destroy the balance of the Pride Lands. The hyenas aren’t aware of this though, so they happily pledge allegiance to King Scar, rejoicing in all the food they are about to enjoy.

So prepare for the coup of the century
Be prepared for the murkiest scam (Oooh… la, la, la!)
Meticulous planning (We’ll have food!)
Tenacity spanning (Lots of food!)
Decades of denial (We repeat!)
Is simply why I’ll (Endless meat!)

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


The song ends in a grand display of flames and hyenas, all laughing over their impending victory (“Be Prepared” is the recurring theme of this song, as well as its title). Scar clearly loves to put on a good show, and he talks a really good game. And deep down, I’m sure Scar truly believes that he’ll be the best king ever. And the whole time I watched this in the theater (20 + years ago), I was thinking that there’s no way Scar was going to get away with this. That somehow, Mufasa was going to figure it out and put a stop to everything (I was five, I was really naive). Of course Scar’s plan is going to work, otherwise there wouldn’t be much of a plot *sighs.*

“Be Prepared” is a great Disney villain song, relatively short and to the point. It establishes Scar as one of the more despicable Disney villains (I mean plotting to kill your own brother and nephew is pretty dastardly) and is all around really enjoyable. I hope you like listening to it.

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For more great Disney songs and films, check out the main page here: Disney Films & Soundtracks A-Z

For more of The Lion King, see also:

The Lion King “Hakuna Matata” (1994)

The Lion King “Can You Feel the Love Tonight” (1994)

The Lion King “The Circle of Life” (1994)

The Lion King “Under the Stars” (1994)

The Lion King “To Die For” (1994)

The Lion King “I Just Can’t Wait to be King” (1994)

The Lion King “King of Pride Rock” (1994) Pt. 1

The Lion King “King of Pride Rock” Pt. 2 (1994)

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*all images are the property of Walt Disney Studios


14 thoughts on “The Lion King “Be Prepared” (1994)

  1. Pingback: The Lion King “Hakuna Matata” (1994) | Film Music Central

  2. dbmoviesblog

    What a wonderful song this is. I like all things associated with villains in a movie – they are what make a movie so exciting. Pity that when I was growing up I never listened to Irons as Scar because I had it Russian-dubbed, but I remember this song always gave me creeps when I was younger. I don’t think Anastasia is Disney, but I also love Rasputin’s song “In the Dark of the Night”.

    Liked by 1 person

  3. Pingback: The Lion King “The Circle of Life” (1994) | Film Music Central

  4. Pingback: The Lion King “I Just Can’t Wait to be King” (1994) | Film Music Central

  5. Pingback: The Lion King “Can You Feel the Love Tonight” (1994) | Film Music Central

  6. Pingback: The Lion King “To Die For” (1994) | Film Music Central

  7. Pingback: The Lion King “Under the Stars” (1994) | Film Music Central

  8. Pingback: The Lion King “King of Pride Rock” Pt. 2 (1994) | Film Music Central

  9. Pingback: The Lion King “King of Pride Rock” (1994) Pt. 1 | Film Music Central

  10. Pingback: The Lion King II: Simba’s Pride “That’s My Lullaby” (1998) | Film Music Central

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