Songfacts®:

• The first single from Big & Rich's Gravity album, this was written by John Rich with former Muzic Mafia member Shannon Lawson. "We were just talking about, man have you ever been sitting somewhere, having a great time, and here she comes walking right in there, knowing you were going to be sitting there, and she comes in there looking like a million dollars, did it on purpose," Rich explained of the inspiration for the tune. "You're going, 'Yeah, that's me. I'm the idiot that let that go.'"
• Big Kenny said he was immediately drawn into the song's message. "This is a song that, when I heard it, I found the lyric a little of an unusual twist," he explained. "Because it's really, when you get into the beginning of the chorus, it feels like you're looking at the person you love, and telling them how much you love them. Except they don't love you anymore in the song."
  
  "But the song doesn't necessarily feel that way. It doesn't even feel like that's what you're conveying," Big Kenny added. "But when you listen to the lyric, you realize that that's the conundrum."
• The song was inspired by Rich's personal experience of an encounter with a former girlfriend. "She decided that she was going to come into the bar that she knew that I would be hanging out in, drowning in my sorrows and the breakup of several years with her," he recalled to Radio.com. "She knew exactly where I'd be. She shows up and has bought all new clothes. I don't know if she had a makeup artist or what. She looked like an absolute movie star. [She] comes walking in and I'm going, 'Oh my God, how hot does she look!'"
  
  Rich's ex took to the dance floor knowing he was watching her and proceeded to dance with every guy at the bar. "(This) is where the bridge of 'Look At You' comes in," Rich said. "I'm going, 'Okay. I could start a tab and run it up or close it up and head to my truck. Drive away as fast as I can and forget we never loved.'"
  
  "I remember being in that spot and I said, 'Man, I bet there's a lot of guys that have that same story and a lot of girls who have done that,'" he continued. "When you write country music you genuinely write from stuff you know. I screwed up. Even though looking back, I didn't really screw up. But at that time you're thinking, 'What did I let go of? How did I mess that one up?'"