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. 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 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 ("So prepare for the coup of the century..." onwards) 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] However this was later contradicted by Cummings yet again in his podcast "Toon'd In! with Jim Cummings" where he reiterated, he sang the entire song and Irons only did some talking.^[4]

Original recording

On the original soundtrack recording, Scar opens the song with a soliloquy:

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, 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.

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. 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". 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).^[6] 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.^[7]

Original version

The song has garnered positive reactions and reviews. 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, baritone tones is perfect for the song.^[10] Glen Weldon from NPR also praised the song as indelible and iconic for its pure expression of Scar's character.^[11] 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.^[12]

2019 remake

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.^[14] 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".^[15]