The song is performed as a musical number by
Scar, 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 of
spotted hyenas, promising to end their hunger in return for their assistance.
Production 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 the
musical version. At 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
Leni Riefenstahl's
Nazi propaganda movie
Triumph of the Will. Though
Jeremy 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. On May 25, 2024, Jeremy Irons performed "Be Prepared" live for the 30th anniversary of
The Lion King at the
Hollywood Bowl.
Original recording 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. 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.
Deleted reprises 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 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". A second version of the reprise was also considered to be sung during
Mufasa'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). 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. ==
The Lion King 1½==