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"Do you see any other big, lovable chunk of warthog here?"
This article is about the 1994 version of "Be Prepared".
You may be looking for the stage musical version, the 2019 version, the deleted reprise, or the Festival of The Lion King version.

Be Prepared
Attribution information

Elton John


Tim Rice


Jay Rifkin


   Jim Cummings
   Whoopi Goldberg
   Jeremy Irons
   Cheech Marin

Release information

May 31, 1994






   The Legacy Collection: The Lion King
   The Lion King (Original Motion Picture Soundtrack)
   The Lion King: Disney Karaoke Series
   The Lion King: Special Edition


The Lion King


Anonymous Audio File Icon Clip Art.pngBe Prepared.ogg 

Banzai: What are we supposed to do, kill Mufasa?
Scar: Precisely.
Banzai and Scar[src]

"Be Prepared" is a song composed by Elton John for The Lion King. It was released on May 31, 1994, as part of the film's soundtrack. It is sung by Scar and the hyenas in anticipation of Mufasa's death.


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!

Banzai: (spoken)
Yeah! Be prepared!
Yeah-heh! We'll be prepared! Heh!
For what?

Scar: (spoken)
For the death of the king.

Banzai: (spoken)
Why? Is he sick?

Scar: (spoken)
No, fool. We're gonna kill him.
And Simba, too.

Shenzi: (spoken)
Great idea!
Who needs a king?

Banzai and Shenzi:
No king! No king!
La, la, la, la, la, la!

Scar: (spoken)
There will be a king!

Banzai: (spoken)
Hey, but you said-

Scar: (spoken)
I will be king!
Stick with me, and you'll never go hungry again!

Banzai and Shenzi: (spoken)
Yay! All right! All right!
Long live the king!

Hyenas: (spoken)
Long live the king!
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!

So prepare for the coup of the century
Be prepared for the murkiest scam
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!

Yes, our teeth and ambitions are bared

Be prepared!



"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."
  • Jeremy Irons sang the beginning of the song, but he damaged his vocal chords singing, "You won't get a sniff without me!" Jim Cummings was brought in to finish the song.[5]
  • Though Jeremy Irons is often credited for singing the song, Jim Cummings has stated that he sang most of the song, while Irons only did some of the talking.[6]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.[7]

In Development

  • In early drafts of the film, "Be Prepared" was titled "Thanks to Me" and focused on Scar gloating to the hyenas about murdering Mufasa and chasing off Simba.[8]
  • Tim Rice wrote a post-stampede reprise of the song in which Scar introduces the hyenas to the pride. However, it was ultimately scrapped due to a lively musical number being deemed inappropriate so shortly after the death of Mufasa.[8]
  • Another short reprise was written in which Scar tries to seduce Nala into being his queen. When she rejects him, he sings a longer reprise of Be Prepared as he introduces the pride to his executive staff, the hyenas.[9]