She looked up at me, her pretty face distorted and ugly from crying.
He looked up from them a moment later, his face a dark cloud.
The child looked up, his face full of indignant denial.
He was looking up at the statue, his face full of curiosity.
When he looked up his face was drawn and anxious, as if he'd heard something approaching.
When I looked up his face was tight with anger.
He looked up at me, his face tired and red.
Finally, he looked up at me, his face slightly pale.
He looked up at me anxiously, his face all friendly concern.
When she looked up her face was set with purpose.