Beware of Darkness is the second studio album by American progressive rock band Spock's Beard, released in January 1996.

[3] In preparation for gigs, Morse realized he wouldn't be able to play all keyboard parts alone, so Ryo Okumoto was invited to join the band.

[3] The band had signed with Inside Out Music and had a recording budget for the first time; this prompted them to approach Kevin Gilbert to have him mix some of the songs.

[3] The album is named after the George Harrison song, a cover of which also appears as the record's opener.

However, Morse explains he actually based his rendition on Leon Russell's cover, and not the original version.