The song serves as the villain song for the film. In the film, Scar meets with his hyena henchmen, and scolds them for failing to kill Simba, as part of one of Scar's earlier plots, when they were given the chance. Shenzi and Banzai note that they would have succeeded had Mufasa ot interfered, and sarcastically ask whether they should have killed Mufasa. Scar answers with "precisely," thus gaining the hyenas' attention.
As the song opens, Scar takes note of the hyenas' stupidity, but notes that that if they ally themselves with him they might be useful. Scar explains that his plan is to kill both Simba and Mufasa, and then take the throne for himself, since he will be the only eligible heir. Scar makes the hyenas an offer: they help him usurp the throne, and he will allow them into the Pride Lands where they will never hunger again. The hyenas readily accept, and quickly reveal that they number in the hundreds. The rest of the song talks about the power and the benefits that both parties will have under Scar's reign.
The song features diverse imagery, with the background colors becoming more intense throughout the song. One section features the entire clan of hyenas marching in goose-step, modeled after Nazi and Soviet Propaganda, turning their noses sharply to look at Scar sitting upon a high balcony, very similar to Adolf Hitler/Josef Stalin.
At the end of the song, Scar sits in front of a waning crescent moon, in order to remind us of the hammer and sickle symbol on a Communist Soviet flag.Part of the song features in the sequel The Lion King 1 1/2. The opening is played as Timon and Pumbaa unknowingly wander through sections of the Elephant Graveyard to see if it would make a good home, but stumble in even as the clan of hyenas begins their famous 'goose-step' routine. Silently, they tip-toe out of the number.
- Scar : 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.
- Shenzi: And where do we feature?
- Scar : 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 : Yeah, be prepared! We'll be prepared! For what?
- Scar : For the death of the king!
- Banzai : Why? Is he sick?
- Scar : No, fool, we're gonna kill him. And Simba, too.
- Shenzi : Great idea! Who needs a king?
- Shenzi and Banzai : No king! No King! La-la-la-la-la-la!
- Scar : Idiots! There will be a king!
- Banzai : But you said, uh...
- Scar : I will be king! Stick with me, and you'll never go hungry again!
- Shenzi and Banzai : Yay! All right! Long live the king!
- Hyena Clan : Long live the king! Long live the king!
- Hyena Clan : King, king, king, king, king, king! It's great that we'll soon be connected. With a king who'll be all time adored.
- Scar: 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 (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!
- Shenzi/Banzai/Ed : Yes, our teeth and ambitions are bared Be prepared!
- Toward the end of the song, Jeremy Irons, who provided the voice of Scar, said that after the part where he yells, "You won't get a sniff without me!" his voice gave out and he couldn't sing the rest of the song. Jim Cummings replaced Irons for the rest of the song.
- The Nostalgia Critic placed Be Prepared at #3 in his Top 11 Villain Songs.
- In the soundtrack's lyric booklet, the line "You won't get a sniff without me!" was accidentally written as "You won't get a sniff out of me!"
- The sequence showing the Hyenas goosestepping was modeled after actual footage of Nazi troops marching in Berlin with Hitler watching.
all information on Be Prepare came from http://disney.wikia.com/wiki/Be_Prepared