Sensitive, sweet and insightful—could this be the same Blake Shelton who has charged to the head of country music’s upper ranks thanks to famously obnoxious tweets and a newly-discovered affinity for redneck party anthems?
It could, and it is. And it’s a welcome reminder that Shelton can be a deft and compelling singer, not just a hillbilly shouter. Co-written by Earl Bud Lee (“Friends in Low Places”) and John Wiggins (“Tequila Makes Her Cloths Fall Off”), “Who Are You When I’m Not Looking” is a smooth and satisfying ballad with an easygoing, retro vibe.
An intimate rumination on the mystery of a beautiful, graceful woman, Shelton delivers the song’s sensual lyrics with a combination of intrigue and awe. There’s even a hint of desperate longing in his voice when he sings, “Who are you when I’m not around? When the door is locked and the shades are down?/Do you listen to your music quietly?/And when it feels just right are you thinking of me?”
He wants to know her more completely. He wants to connect with her emotionally, not just physically. And in that sense, this is most certainly not ‘all about tonight’ nor is it a tale of simple infatuation; this song is about the dedication and genuine affection that propels its questions. Pair that with Shelton’s deep, warm voice and the result is an affecting love song sure to melt hearts.
Love or hate the direction he’s taken with many of his recent up-tempos, you can’t say that Shelton hasn’t worked hard to shake up his catalog. He’s taken risks, and this is one—so much sexier and more personal than anything he’s ever done.


I love this track. Joe Nichols cut a dynamite version of this song a record or two back and Shelton’s take is just as good. Maybe it should’ve been a duet.
How “All About Tonight” somehow became a three-week chart-topping hit is beyond me, as I simply found that track bland and unappetizing.
This, however, is one of Shelton’s more convincing vocal performances, and I do appreciate the subtle steel guitar layering, which unmistakably stands out and drives this track without overreaching.
I admit liking the Nichols’ version slightly more, but Shelton’s interpretation of this is satisfying in its own right.
Usually I like just about everything Joe Nichols does better than Blake Shelton, but I’ve gotta give Blake his props here, he really nailed this one. Best version of it yet.
I love, love, LOVE…….this song!!! And don’t even want to hear Joe Nichols’ version (no offense Joe), because you Nailed it Blake! Your voice is Perfect for it!! Wouldn’t change a thing! AWESOME job writers-It is one of those songs that makes you wonder how two Males (writers) could read a female mind so perfectly-re: a guy that would even think, to even wonder, about all that the lyrics are talking about! (since we are after all, talkin’ ’bout men here) :) Errieee….now all I need is the real life guy! It’ll be a HUGE hit….p.s.-THIS is what we girls want guys….take notes!
Great review! I definitely agree with the Thumbs Up rating.
This is a great song! When I first heard that Blake Shelton was nominated for Male Vocalist of the Year at this year’s CMA Awards, I wasn’t quite sure if he deserved it over a couple others who were left out, but after hearing this song, I wholeheartedly agree with the nomination. The tone of “Who Are You When I’m Not Looking,” although different subject matter, reminds me of “Don’t Make Me,” one of my favorite Blake Shelton songs. “Who Are You When I’m Not Looking,” while not initially catchy or captivating as some of the other current singles on radio, is one that doesn’t need any fancy gimmicks or loud production; Its simplicity is what makes it such a great listen and allows Shelton’s vocals to shine through. I much prefer songs of this nature from Shelton over that of his recent hits, “Hillbilly Bone” and “All About Tonight.”
-Joe Musso
http://jmusso.personal.asu.edu/wordpress/
I used to know the man who wrote this song. I met him at Cotton Eyed Joe’s in Knoxville Tn. We met because I loved this song and went up to tell him! Good for you for making it. Both Joe and Blake did a wonderful job!
i love this song who am i when iam not looking it is me and my husban all the way
i fill in love with it that the best song i ever heard