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"One of the great cult films of all time.  Most directors would not have the balls to show this… The combination of Steve’s direction and Riddlehoover’s performance… It’s masterful film-making. It leaves you in awe..."


WATCH OUT is the story of Jonathan Barrows, a man who falls in love with himself, literally. He is attracted to his own body, carries out an erotic relationship with a blow-up doll that resembles him, and takes pleasure in rejecting the advances of his many admirers. He descends into a world of carnivorous priests and Prozac-popping Polish prostitutes and eventually assassinates the world's most popular pop-diva. "You strange creatures," Barrows declares, "you are nothing more to Me than a meal at the fast-food restaurant of life." But who will end up being devoured?


Filmed in an eye-popping style that will shock the most jaded of viewers, WATCH OUT is based on the best-selling novel by Dr. Joseph Suglia and is destined to become a cult classic.




"FOUR STARS. This is not a nice movie for nice people. Its undefinable and a frightening piece of work. Its what indie movies should be all about.”
- Eric Campos, FILM THREAT


"Very, very intense... most fun, humorous and uncomfortable scene I've ever seen in cinema... My jaw was dropped to the floor. Absolutely bold.”


"(Balderson) makes movies that are so gorgeous that it's not unreasonable to say that, cinematographically at least; he's the equal of an Argento or Kubrick in their prime. Some people have perfect vocal pitch, Steve has perfect visual composition.”


"One of the great cult films of all time.  Most directors would not have the balls to show this… The combination of Steve’s direction and Riddlehoover’s performance… It’s masterful film-making. It leaves you in awe..."
- MJ Simpson


"This film not only changed the way I viewed things; It rocked me to the core. Watch Out is a sensation. An instant classic. A surefire hit. A masterful artifact of directing led by bizarre visions chronicling the death of the average good Samaritan. In other words, a must see."
- Soiled Sinema


"Only Steve Balderson could deliver the entrails of this novel, letting loose all its adulterated, wry humor onto DVD.”
- Cinesploitation


"Genre-defying!  Against the grain!  Outrageous!  Overtly addresses the issues of... human sexuality, mental health and behavior... consistently pushes the barrier of your comfort levels.”
- ICON Magazine


"Assaultive! It's impossible to tell where the character's misanthropy ends and the movie's begins.”
- Jim Ridley, Nashville Scene 


"Watch Out has a raw, joyful sense of perversion unlike anything we’ve seen since the early films of John Waters… Some scenes are so exhilarating in their crudeness that it’s impossible to suppress a smile, or even uncontrollable laughter.”
- Gay List Daily, National Edition


"This movie is a totally over the top cross between Strangers with Candy and Jeffrey Dahmer.”


"Outrageous and offensive..."
- Sean Bugg, The Gay DC Metro Weekly


"Disturbing - hilarious - compelling - intriguing - satisfying - shocking - predictable - boring."

- Tom Rowsell, Survive the Jive 


"Like American Psycho... violent and disturbing."
- Matt Rauscher, Instinct


"If John Waters had made AMERICAN PSYCHO instead of SERIAL MOM, he might’ve created something like this deeply twisted, jet-black comedy."
- Seattle Lesbian & Gay Film Festival


"Watch Out is a unique experiment in mass-marketed guerrilla filmmaking... accompanied by a host of unforgettable characters... a bloody intriguing film experience."
- Laureen Mahler, Flavorpill SF 


“Impressively biting and satirical… at times insightful, at other times just plain vicious and nasty… Watch Out is a unique and powerful work of cinema. In my mind it is one of the most unusual and challenging films I have seen in 2008."
- Robert Black, Synergy magazine


“Warning: This film is not for the squeamish, prudish, faint-of-heart, homophobes or children. It’s challenging in the best possible way.”
- Dish magazine


“Outrageously offensive… quite brilliant. Expect it to become a cult classic.”
- Ken Knox, IN Los Angeles magazine 


“Wide-release shockers such as Choke might out-gross Watch Out, but they'll never match its gross-outs.”
- Andrew Miller, Pitch Weekly


“Disturbingly funny… WATCH OUT is a keeper, filled with humorous and shocking moments that will make you look at your significant other and mutter ‘wow’. The concept itself is quite genius… Not for the faint of heart.”
- Kenny Soward, Assorted Content


“Controversial and disturbingly funny.  It's also not rated and guaranteed not to be for children ... or some adults, for that matter!”
- Matt Goodlett, PASTE magazine


“Steve Balderson has another hit… the film reeks... A must buy!”
- Ginger Coyote, PUNK GLOBE


“Watch Out is sort of the new Pink Flamingos; wierd, wacky, uneven, unsettling and oddly erotic.”
- Colleywobble


“How is it that you can watch something that is so depraved, so bizarre, and so disturbing that you almost loathe finishing it but, when you are watching the damned thing, like it so much that you can’t help but enjoy it?”
- Chris Ringler, Visions of Darkness





From September 27 through November 19, 2008

Coney Island Film Festival // New York

North Carolina Pride at Legends

Nashville // The Belcourt

Chicago // Leather Archives & Museum

London // Raindance Film Festival

Lawrence // Liberty Hall

Washington DC // Reel Affirmations Film Festival

Seattle Lesbian & Gay Film Festival

San Francisco // Stagewerx

San Francisco // The El Rio

San Francisco // The Center for Sex & Culture

Reykjavik // The Einarsdóttir

Charlottesville // Gravity Lounge

Denver // The Oriental Theater

Asheville Rejects Film Festival

Austin // Alamo Drafthouse Lake Creek

Los Angeles // El Cid

Kansas City // Just Off Broadway Theater

Boston Underground Film Festival

Lisbon, Portugal // Queer Lisboa Film Festival




Matt Riddlehoover (Jonathan Barrows)

Lady Monster (The Translucent Woman)

Peter Stickles (Brian)

Miriam Climenhaga (Beate)

Amy Kelly (Gina)

Jeff Dylan Graham (Bobby)

Starina Johnson (Andrea)

Jillian Lauren (Margaret & The Pop Star)

Cameron DeVictor (The Advisor)

Nairba Sirrah (Dr. Mendoza)

Betti O. (Miss Grimmlager)

Frankie Krainz (The Desk Clerk)

Rossana Jeran (N.)

Jon Niccum (Mr. Barrows)

Nancy Pujol (Mrs. Barrows)

Aaron Gnirk (Mr. Barnham)

Kitty Steffens (Bernice)

Richard Villar (Man With The Whip)

Wesley Holthaus (Cousin Joshua)

Thashana McQuiston (Sasha)

Gaea Gaddy (Buttermilk)

Dave Nordhaus (The Priest)

Shelly Jennings (Miss Gretchen)

Mark Booker (The Waiter)

Chase Orsini Liberatore (The Lawn boy)

Toby Tolbert (The American Tourist)

Mike Adams (Breast hungry man 1)

Brandon Smith (Breast hungry man 2)

Derek Moates (Dirk Owen)

Matthew Volkman (The Maitre D)

Allen Lowman (The Busboy)



Steve Balderson
(Producer / Director / Cinematographer)

Kurt Funke
(Assistant Director / Right-Hand Man)

Tyrell Johnsrud
(Production Sound / Left-Hand Man)

Chase Orsini Liberatore

(Script Supervisor / Extras Coordinator / Stills)

Timmy Red

(Hospitality Coordinator)


Paul N.J. Ottosson (co-producer)

Dr. Joseph Suglia (executive producer)

Brad Semenoff (sound editor)
Jussi Tegelman (re-recording mixer)
Dusti Cunningham (stills)
David Bagsby (background artist) 
Srini Jashty (production assistant) 
Brian Boye (production assistant) 
Dave Nordhaus (production assistant)
Wes Holthaus (production assistant)
Joe Bruzzese (production assistant) 
Christopher Lollar (production assistant) 
Jordan Baranowski (production assistant) 
Jim Lueck (Celebrity Voice Impressionist)




recorded and mastered at Studio Edison, Chicago IL

Written and Produced by Rob Kleiner
David Keller - cello
Evelyn Weston  - musical saw
Katie Cooper - violin, vocal
Carl Sondrol- trumpet, accordion, whistling
published by Extra Credit Music, BMI




The Music Lovers

"Stop Turning Me On"


The Lawrence Peters Outfit

"Lonesome Settled In" 
"Another Year"
"Ain't Much Left"


Jo Gabriel
"I Am Lovely"
"If Not"


David Bagsby


Manuel Bleton
"Sasha & Buttermilk"


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