- SpongeBob SquarePants
- Eugene H. Krabs
- Squidward Tentacles
- Sheldon J. Plankton
- Patrick Star
- Rock Bottom Bus Station manager
SpongeBob arrives late to work. Thereupon, he talks about the word "watch" in accordance with the tie-in. Suddenly, Plankton tries to steal the Krabby Patty secret formula, though he is stopped by SpongeBob.
|( ‣ ) Associated production music|
|( • ) Original music|
|( ◦ ) SpongeBob music|
‣ ? - SpongeBob says to watch everything.
- This short was made to advertise SpongeBob SquarePants watches that were available with a Burger King Kids Meal at the time the first movie was released.
- The four available watches advertised were the characters SpongeBob, Patrick, Squidward, or Plankton.
- This short marks the first usage of "Lap Steel."
- The short's name comes from Patrick shouting "Watch out!"
- As SpongeBob enters the Krusty Krab, he is whistling the tune to the SpongeBob SquarePants theme song.