Watch Out is a 2008 film directed by Steve Balderson and starring Matt Riddlehoover. It is based on the novel by Joseph Suglia. Though the story is set in Benton Harbor, Michigan, the film was shot guerrilla-style, without permits, in March and April on location in Wamego, Kansas.

The film premiered at the Raindance Film Festival in London, where it was nominated for Best International Feature. It was released theatrically in the "Stop Turning Me On" world tour in New York (Coney Island Film Festival), Nashville, Chicago, Washington D.C (Reel Affirmations Festival), Seattle (Lesbian & Gay Film Festival), San Francisco, Asheville, Charlottesville (Virginia Film Festival), Kansas City, Lawrence KS, Austin (Alamo Drafthouse), and Los Angeles.