The Lion King is one of those spectacles you cannot help but enjoy. Whether you are watching the 1994 animated film or the 1997 Broadway musical, to quote Scar, It’s to die for.

There are many reasons the movie works so well: from the storyline, to the music, to the voices, with accomplished thespians like Jeremy Irons and James Earl Jones anchoring their characters with a deep gravitas lacking from many animated films. In so doing they succeed in highlighting the many story elements that derive from Hamlet (dead father’s returning as ghosts, evil scheming uncles, princes who fight uncles after overcoming moral dilemmas, etc). This intertexual referencing is so effective that I’ve seen The Lion King listed on several “Best Shakespeare Adaptation” lists.

However, rather than rehashing the Shakespearian elements in The Lion King, of which plenty has been written, for this scene analysis I’ll be looking at Scar’s ‘villain song.’ Every Disney film has one, and “Be Prepared” might be the best, and is definitively the most political, of the lot.

The scene, which can be readily sourced online, begins with Scar in the hyena den following a failed attempt on Simba’s life. The first stanza was cut from the film for plot reasons, but remains part of the songs official lyrics and offers an initial insight into Scar’s mindset:

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

With no backing from the military (the pride) for his coup, for the pride supports brother Mufasa, the wayward royal has had to seek military support from the traditional enemies of the kingdom in order to support his ambitions. This places him in the tradition of villains such as Sextus Tarquinius, of Horatius fame. The result is an alliance between the educated, intellectual royal and the plain, crude scavengers, a marked irony and indelible slight to Scar, who has no choice but to put up with the hyenas to gain the throne.

The song begins with Scar stalking through some ominous green (envy) gas vents and circling Ed, a hyena dumb enough to be a caricature, who is chewing on a bone. At Scar’s command to pay attention, Ed leaps to a salute, demonstrating both the natural command of intelligence as well as of royalty and strength over the simple hyenas who, throughout the song and film, demonstrate a strong herd mentality. (Also, great pun on pride at the end of the line).

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

The third stanza can be read as further elitism from Scar, as he insinuates that the average, dumb commoner is generally ignorant of politics, but that what he is planning is so big that even they cannot remain ignorant of it. During the scene he circles then mocks Ed’s stupidity, prompting laughter from Shenzi and Banzai, the other two hyenas. Scar responds by pouncing towards them and shouting the final line, scaring the pair back into a pool of green acid, thereby demonstrating that even though Ed is the caricature of idiocy, it’s all the hyenas to whom he is referring.

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

Now the song kicks up a notch, with Scar prancing about on a backlit ledge like a supermodel on a catwalk, flipping his hair and dancing about.

So prepare for a chance of a lifetime
Be prepared for sensational news
A shining new era is tiptoeing nearer

And where do we feature?

In response to the hyena’s question, Scar answers with a pinch of the cheek. Said pinch is, in a foreshadowing of Scar’s death, poorly received but Scar does not notice but rather continues his prancing, progressively moving higher in the hyena den until he ends up on the pedestal above them all. In the stanza he acknowledges the immoral nature of his plan, but quickly brushes such concerns aside with the bribe of a reward, elevating immediate material gain over more eternal values. One cannot imagine Scar looking into the night sky at the kings of old for guidance and wisdom, as Mufasa and Simba do.

The remaining lines make it clear that Scar feels as if he has been cheated somehow, and that killing his brother and nephew to become king is nothing more than just revenge. Given that lions have been known to fight each other with the winner killing the loser’s offspring to rule their pride, Scar’s insinuation of a past injustice may be more than fancy words.

Just listen to teacher
I know it sounds sordid but you'll be rewarded
When at last I am given my dues!
And in justice deliciously squared
Be prepared!

The next lines are spoken dialogue between Scar and the hyenas, lines in which the plan is revealed. The last line is one of the most famous of the entire movie for its imagery, featuring Scar atop his raised platform and the sudden appearance of beams of light pointing skyward, an intentional copy of German designer Albert Speer’s so-called “Cathedral of Lights” featured during the Nuremberg Rallies by Hitler and the Nazi Party.

Yeah! Be prepared, we'll be prepared! For what?
For the death of the king
Is he sick?
No, fool! We're going to kill him, and Simba, too
Great idea! Who needs a king? (la la la la)
No king, no king! (la la la la)
Idiots! There will be a king!
But you said-
I will be king!
Stick with me and you'll never go hungry again!

Yay, all right! Long live the king!
Long live the king!

Scar’s impossibly optimistic deal is readily accepted by the hyenas en masse, in a moment that repeats itself in more recent movies. Consider the scene in Gladiator between the two Senators:

Gracchus: Fear and wonder, a powerful combination.

Falco: You really think people are going to be seduced by that?

Gracchus: I think he knows what Rome is. Rome is the mob. Conjure magic for them and they'll be distracted. Take away their freedom and still they'll roar. The beating heart of Rome is not the marble of the senate, it's the sand of the coliseum. He'll bring them death, and they will love him for it.

Give them food and security and entertainment, and the uncouth mob will think of nothing else, or so this line of thinking goes. In this case, the promise of food alone is enough to buy the hyenas support.

In what many commentators read as a pointed mockery of the Occupy Wall Street protests, there is also the scene in The Dark Knight Rises in which Bane and his group of terrorists pulls up in front of Blackgate Prison and he gives a speech asking that the people rise up against the wealthy and those currently in power and toss them into kangaroo courts in the name of justice. In this scene, as in The Lion King, the director has framed the shot so that behind Bane are the tall marble columns of City Hall, which in the movie have the same effect as the beams of light behind Scar. Though Scar’s case is different, as he is a royal in a monarchy and not in a democracy, the juxtaposition of a demagogue playing to the uncontrolled passions of the people to gain power is the same, in a theme that can be found throughout much of history and political philosophy. The Broadway production of Evita that I saw last year used the same imagery during scenes of Peron’s rise and time in power.

Even today this sort of situation is defended against as exhibited by liberal laws that prioritize the rights of the individual over the passions of the majority.

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

The above couplet is chanted by the hyena pack as they goose-step past Scar in military squares in a clear mockery of the large communist parades held in so many countries during the Cold War. The shadows cast by the hyenas replace the beams of light behind Scar, continuing the imagery association with the Nazi regime, in this case mimicking scenes of monumental columns from the 1935 Nazi propaganda film The Triumph of the Will. The lines themselves can also be read as a satire of the propaganda that citizens of totalitarian regimes have to repeat.

This couplet also contains a second foreshadowing of the vocal dissension expressed by the hyenas later when the food runs out and the lush plains die, and ultimately in their murder of Scar. They support Scar, but even the dimwitted hyenas have their own ambitions and will not stand by someone who is hated and does not uphold their end of the bargain.

Scar follows up on the moment of support (with Latin in a kids movie! Nerd moment!) by furthering and ultimately finalizing the contract. He makes it clear that he will be the main beneficiary of this coup, but that even so, the future after he seizes power will be so bright and perfect that everyone will benefit, that the hyenas will be tripping over chances for meat, and that absolutely, positively, none of this is going to happen if the hyenas attempt to double-cross or abandon him. Of course, the real irony is that Scar needs the hyenas support far more than they need his leadership, but the hyenas are too dumb to realize that they possess this leverage, and so ultimately the agreement is left unamended.

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!

Interesting Side Note: Jeremy Irons threw-out his voice with that last menacing bark, and the remainder of the song was completed by Jim Cummings, a longtime Disney animated contributor who has “pinch-sung” on other Disney animated films as well. This change is hardly noticeable, however, as the hyena chorus joins in for the rousing finish.

During this scene Scar descends to the floor with the hyenas before rising back up on an elevating pyre of stone with his newfound army. The lava, fire, and smoke alternatively continue the backdrop Nazi imagery, and again the camera direction switches to viewing Scar from below to highlight his royalty and power.

So prepare for the coup of the century
Be prepared for the murkiest scam
Meticulous planning tenacity spanning
Decades of denial is simply why I'll
Be king undisputed, respected, saluted
And seen for the wonder I am

Scar then sings a rather puny refrain about being ambitious, further reinforcing the demagogue imagery and bringing to mind the various warning against demagogues and ambitious men in The Federalist Papers in the essays by Alexander Hamilton and future U.S. President James Madison. Written to convince people to support the newly written U.S. Constitution in the impending referendum on it, Hamilton and Madison argued that ambition alone was not a bad thing, for they both needed ambitious men to seek the presidency and it would naturally be ambitious men that did so. Rather, their concern was on the proper forms of ambition, on checking that ambition with various laws and practices, but foremost of all by trusting the voters to be prudent, scrupulous, and judicious in who they voted into office.

Clearly, the hyenas didn’t get the message, as mentioned at the very beginning of the song by Scar when mocking their political ignorance. It’s enough to make one wonder if before going to the hyenas he considered other herds of more repute and power, or at the very least who weren’t outsiders, but ultimately decided that everyone else was too well-informed to succumb to his sugary promises.

Yes, my teeth and ambitions are bared-
Be prepared!

The hyenas follow Scar up into the night sky, repeating his refrain about ambition and reaffirming that even though they are supporting Scar, they are not entirely his puppets. They too have ambitions, and in further foreshadowing will cease to support Scar when those ambitions lead them away or Scar blocks their own plans. During this scene the “party” turns raucous, complete with macabre glimpses of musical instruments and puppets made from the bones of their past victims.

Yes, our teeth and ambitions are bared-
Be prepared!

The song ends with the entire group silhouetted against the night sky. Scar is positioned in front of the crescent moon, creating the communist hammer and sickle symbol as the final warning to be prepared echoes to the song’s finish.

The lessons to be gained from this song are clear for those of us in democracies. We must constantly be vigilant as citizens and aware of what the government is doing and who is running and who and why we are voting. Voting for a familiar party or name or meaningless campaign promises and slogans opens us up to become victims of demagoguery and tyranny. We must all be prepared.