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"Look Out! He's After You" is a song written by Walt Woodward, David Bird, and Ken Stephenson. And it was preformed by Walt Woodward, David Bird, Becky Goldstein, Susan Kross, Anne Marie Prunty, Christine Selbert, NRBQ, and Tower of Power.

It is the fifth song of The Care Bears Movie, and it plays when Nicholas chases Kim and Jason around the carnival and the Care Bears and Cousins try to slow him down.

Lyrics[]

Run for cover
Don't stop to look around
Nothing to do but hide someplace
Where we cannot be found

Look out! He's after you! (Run if you can but take care where you go)
It's a nightmare coming true (The evil that's spreading is starting to grow)
Your friends are doing all they can do (But what about you?)
How can we help this unfortunate soul?
How can we stop him? He's out of control

(Look out!) Running and hiding to stay out of sight
(Look out!) Hiding and running, it doesn't seem right
Look out! Watch out! Hurry! Get away!
(Look out!) Running and hiding and running again
(Look out!) Hiding and running, oh please make it end
Isn't there some way to make him our friend?

The Spirit's got a hold on Nicholas (Look out!)
He's forgot about feelings and friends (Look out!)
Look out! He's after you! (He wants to make you)
It's a nightmare coming true (Just like him)
(Look out! Look out!) When will this bad dream end? (Look out!)

He's not himself!
He's turning mean!
He's been on a path of terrible wrath
No kid's ever seen!
Friends are there to help you out
Because they care and there's no doubt
And if you're scared, they'll lend a hand
Till you're prepared to make a stand
This power's wrong
But incredibly strong
If only we can make him understand

Look out! Look out! (Look out! Watch out!)
Look out! Look out! (Look out! Watch out!)
What can you do if there's only two of you?
What can you do if there's only two of you?
What can you do if there's only two of you?

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