look on with
look on with (someone)
To look at something that is being held by or belongs to someone else. I don't have enough copies of the books, so you'll have to look on with the student sitting next to you.
look (up)on someone or something with something
to view someone or something with an attitude, such as scorn, favor, anger, disgust, etc. She looked upon all of us with scorn. Bill looked on the food set before him with disgust.