Written by Whitney Houston, Jerry Muhammad, Andre Lewis and Tammie "Taboo" Harris

Unidentified male intro:
It's time for you to strike back
They're lookin' at you
Whitney Houston
Muhammad 2 G
They're watching your every move

Whitney: Bobby

Unidentified male: They're watching you

Chorus:
Why you lookin' at me
Don't get mad at me
'Cause I'm still gonna be me
(Tell me, Tell me, Tell me)
Whatchulookinat
(Tell me, Tell me, Tell me)
Whatchulookinat
I feel your eyes on me
You been telling lies on me
(Tell me, Tell me, Tell me)
Whatchulookinat
(Tell me, Tell me, Tell me)

See I don't understand
Why you keep peepin' me
When you don't even like me
You're after me and my man
Don't think you're stressing me
'Cause your lies don't excite me, no no

(Never thought)
Never thought, Never thought
(Never knew)
Never knew that you would do this to me
Do this to me
(Try to ruin me) Ruin me
(Be my enemy) Be my enemy
(Never thought)
Never thought, Never thought, Never thought
(That you) That you
Would act as if you're cool with me
So why you lookin' at me

Why you lookin' at me
(Don't get mad at me)
Don't get mad
('Cause I'm still gonna be) Gonna be me
(Tell me, Tell me, Tell me)
(Whatchulookinat)
Me, Me, Me
(Tell me, Tell me, Tell me)
(Whatchulookinat)
Tell me whatchulookinat
(I feel your eyes on me)
Feel your eyes
(You been telling lies on me)
Telling lies
(Tell me, Tell me, Tell me)
Tell me
(Whatchulookinat)
(Tell me, Tell me, Tell me)
Whatchulookinat

Oh you know you're wrong
Don't wanna respect my song
But it's okay 'cause either way
My following is real strong
You try so hard to show the whole world what I do
Now I'm turning the cameras back on you
Same spotlight that once gave me fame
Trying to dirty up Whitney's name

(Never thought)
Never thought, Never thought, Never thought
(Never knew)
Never knew that you would do this to me
Do this to me
(Try to ruin me) Try to ruin me
(Be my enemy) Be my enemy
(Never thought)
Never thought, Never thought, Never thought
(That you) That you
Would act as if you're cool with me
Why you lookin' at me

Chorus (2x)

Messing with my reputation
Ain't even got no education
Trying to mess with my concentration
Don't even have a clue of what I'm facing
All you know you need to stop it
Defaming my name for a profit
God is the reason my soul is free
And I don't need you looking at me

Chorus (2x)

Unidentified male: Look atcha self