Take a Look Over Your Shoulder is the second solo studio album by American hip-hop musician Warren G. It was released on March 25, 1997, via Rush Associated Labels.

Produced by Warren G, it features guest appearances from Adina Howard, Arnita Porter, Bad Azz, Dorinda Roberts, Jah-Skillz, Jayo Felony, K-9, Knee-Hi, Mr. Malik, Nancy Fletcher, Nate Dogg, Neb Luv, PC, Perfec, Reel Tight, Ricky Harris, Ronald Isley, and Twinz.

It was certified gold by the Recording Industry Association of America on May 28, 1997, for sales of over 500,000 in the US alone.

The album was supported with three charted singles: "What's Love Got to Do with It", "I Shot the Sheriff" and "Smokin' Me Out".

The lyrics off the track "Reality" were also used in "Prince Igor", a collaboration with the Rapsody and Sissel Kyrkjebø.