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Watch-Out is a Decepticon who appeared in Transformers: Dark Of The Moon. His transformation mode is a watch. He is passed to Sam by Dylan Gould to spy on the Autobots to see if they had a plan to stop the Decepticons in Dark Of The Moon. Later, the Decepticons destroy the shuttle that the Autobots were supposedly on and Watch-Out escapes from Sam by climbing off his wrist and crawling away. Watch-Out is able to connect to a person and control their body movements (like when Sam rubbed a man's head, which was Watch-Out scanning the man) and hurts them by pinching the person.