Looks at the Bird is Brokeback's third proper release. Originally began as a one-person affair by Douglas McCombs to create music in a more open and less structured environment than his other bands, Tortoise, Pullman, and Eleventh Dream Day, Brokeback has grown to include bassist Noel Kupersmith. A member of the Chicago Underground Trio/Quartet, Noel has played live with Brokeback for nearly two years and contributed to Brokeback's first two releases, Field Recordings from the Cook Country Water Table and Morse Code in the Modern Age: Across the Americas. As an active member of the Chicago jazz community, he has contributed to a number of records. Recently he moved to France and began working with Laetitia Sadier of Stereolab in her group Monade.

At inception Brokeback's focus was on the melodic rhythm and rich texture of the bass guitar, in particular the Fender six-string bass guitar (bass 6). Over the course of four years the music has been almost entirely Douglas' vision. He handpicked for each record a number of guest musicians and collaborators such as Rob Mazurek, Tim Folijahn, Alan Licht, John McEntire and James McNew. While Field Recordings was full of simple melodies accented by a unique combination of twang and low tones, Morse Code was more of collaborative process. Various members of Yo La Tengo, Calexico, Two Dollar Guitar, Stereolab, the Chicago Underground and Tortoise all played a hand in creating the textures and tunes on Morse Code. The record was written in collaboration either in the studio or by sending tracks to specific guests for them to add to. The record also included collaboration with filmmaker Braden King. Noel Kupersmith was the primary contributor and joined Douglas for all of the live performances after the release of this record.

Noel's involvement in the songwriting process is perhaps the most significant development on Looks at the Bird. In the past Noel was strictly a player and co-arranger with Douglas. However, on Looks at the Bird, Noel was involved in the writing process from the album's inception. Both reacted to the "loose" and "open" nature of Morse Code by creating songs with structured melodies and strong metered underpinnings. The songs are extensively layered with strings, keyboard elements, drums and programming and are occasionally complimented by vocals. It's all held in shape by the compositional sense and rich bass lines of McCombs and Kupersmith. Looks at the Bird was recorded and mixed by John McEntire at Soma Studios in the spring of 2002, except for "The Wind-Up Bird" which Noel mixed with Casey Rice at Classics Studio. Noel and Douglas wrote all but two of the songs on Looks at the Bird. The two exceptions being an interpretation of the Tortoise penned "The Suspension Bridge at Iguazu Falls" and Walter Schumann's "Pearl's Dream" from the film, "The Night of the Hunter". Noel and Douglas were joined by a host of talented friends including Chad Taylor and Rob Mazurek of Chicago Underground Duo on drums and cornet. John McEntire contributed organ, drums and percussion. Aki Tsuyuko, who has performed with Nobukazu Takemura and Jim O'Rourke played fluteorgan and reed organ. Stereolab's Mary Hansen and Laetitia Sadier lend their vocals to three songs, "Pearl's Dream", "In the Reeds" and "Name's Winston, Friends Call Me James". The latter a particular favorite of Douglas and like the title, a wonderful introduction to the singular sonic adventures of Brokeback.