Songfacts®:

• Remaining friends after a breakup only works if both parties are similarly disinterested in getting back together. Very often one still has strong feelings for the other, and accepts the friends pact hoping for a reconciliation. That's the story of this song, as the guy has now learned that his ex has found someone else, and he's having a hard time with it. All he can ask now is that she look away when they cross paths, since he doesn't want her to see him cry.
• This song was written by Diane Warren, one of the most successful songwriters of her era and a very versatile tunesmith: her hits include "I Don't Want To Miss A Thing" for Aerosmith, "Love Will Lead You Back" for Taylor Dayne, and "Have You Ever?" for Brandy.
  
  Warren says the song was inspired by a friend who worked in her building. This woman had divorced her husband, but they agreed to still be friends. It was clear that the guy was hoping to get back together, and he was devastated when he found out she was going to marry someone else.
• Lead vocals on this track are by the band's keyboard player/guitarist Bill Champlin, who had been with the group since 1981 but didn't do any solo lead vocals until the Chicago 19 album. Chicago's early '80s hits were sung by Peter Cetera, but when Cetera left in 1985, Champlin and new singer/bassist Jason Scheff were called on to handle more vocals, which diversified their sound. Champlin doesn't have the range of Cetera, but he did just fine on this song, ringing out the emotion as he unconvincingly tells the girl at the end of the song, "I'm really happy for you..."
• Ron Nevison produced this track. Nevison has an illustrious career as a producer and engineer, which credits on albums by The Who, Thin Lizzy, Ozzy Osbourne and Joe Cocker.
• This was the third and final #1 US hit for Chicago. Most of the band's output features their horn section in uptempo rockers, but their chart-toppers were all heartbreak ballads: "Look Away," "If You Leave Me Now" and "Hard to Say I'm Sorry."
• "Look Away" was first offered to Cheap Trick, according to their drummer, Bun E. Carlos. He says an executive at their label named Don Grierson brought it to the band along with another ballad, "The Flame."
  
  "He played us 'Look Away' first, and we were like, Eh, Carlos told Songfacts. "Then he plays us 'The Flame,' and we're like, 'Well, that ain't as bad as the first one.'"
  
  Both songs ended up being #1 hits.