->''This man: this no-thing: vile: this brutish slave:\\
This man is beloved, and rules another's soul.''

A man and a woman [[SickeninglySweethearts coo over each other]]. A bystander turns to another and says, "What does she see in him?" Or, conversely, "What does he see in her?"

May also inspire comments about how love is blind -- [[NoAccountingForTaste sometimes justly]], [[GreenEyedMonster sometimes unjustly]]. Common with RomanticFalseLead and the LoveTriangle. UglyGuyHotWife may inspire it. So may SingleGirlSeeksMostPopularGuy, if she actually gets him. When jealously motivated, may be coupled with WhatsHeGotThatIAintGot.

In SingleWomanSeeksGoodMan, likely to be said by less mature characters than the woman; in AllGirlsWantBadBoys, the characters who say it are prone to have a better view than the girl, who is prone to dismiss it with YoureJustJealous.

When one of the couple wonders "What do you see in me?" it's ICantBelieveAGuyLikeYouWouldNoticeMe. When the questioning comes up about a friendship, it's LoserFriendPuzzlesOutsiders.



[[folder:Anime and Manga]]
* This is many people's reaction to the general HaremGenre and [[{{Shoujo}} shojo romances]].
* In ''LightNovel/ACertainMagicalIndex'' and ''Manga/ACertainScientificRailgun'', Kuroko Shirai is [[SchoolgirlLesbians in love with]] Mikoto Misaka, but she's in love with Touma Kamijou. Kuroko doesn't understand why; she thinks he's just a dumb brute and is completely unaware that he saves the world a lot and has saved Mikoto and her sisters.
* In ''Manga/AzumangaDaioh'', some students wonder what their literature teacher's wife saw in him. To elaborate, said literature teacher is Mr. Kimura, who openly ogles girls half his age and once answered the question of why he went into teaching with a shout of "BECAUSE I LIKE HIGH SCHOOL GIRLS AND STUFF!" His wife appears to either not notice this or not care; given the amount of ditziness she displays in her appearances, it's more likely the former. It helps he's a decent guy when not being perverted (he donates large amounts of money to charity).
* ''Manga/DetectiveConan'': Sonoko sees Shinichi as a mystery {{otaku}}. What does Ran see in him?
* ''Anime/DragonBallZ'': This was pretty much everyone's reaction (in-universe and out) to the idea that Bulma and Vegeta would end up together. Especially during the Android/Cell saga, where Vegeta more or less ignores Bulma's very existence. Future Trunks, however, thinks he has an inkling:
-->'''Trunks''': I don't think you realize how much honor means to my father. It's the only thing that keeps him going. It's what makes him a warrior. Oh sure, some might see it as arrogance, but I think down at the core, it's much more noble than that. I believe that's what my mother saw in him. And it's what I see too.
** Their optimism would prove vindicated with Vegeta's gradual CharacterDevelopment from a NominalHero who could go back heel at any time to a true KnightInSourArmor.
* In ''Manga/DrSlump'', all the citizens of Penguin Village are bewildered when the HotTeacher Midori decides to accept the marriage proposal of Senbei.
* In ''LightNovel/FullMetalPanic'', Leonard, the jealous RomanticFalseLead, says something along these lines to Kaname about her love for Sousuke. He comments on how it's ridiculous that she likes Sousuke more than him, since Sousuke killed hundreds of people. Little does Leonard realize that he's fighting a losing battle when the object of desire is Sousuke.
** [[MoralMyopia He also doesn't understand that even though he's never killed anyone in person, his own hands aren't exactly clean.]]
* Occasionally asked of Kousaka and Kasukabe in ''Manga/{{Genshiken}}''. As it happens, Kousaka is actually a loving, caring guy…it's just it only comes up when his otaku switch is set to "off", and during ninety percent of his screen time it's "on".
* In the ''{{Manga/Gravitation}}'' anime, Suguru is surprised when he learns that the famous novelist Eiri Yuki, an [[TroubledButCute emotionally reserved]] guy to say the least, is going out with the [[{{Keet}} hyper, bubble-brained]] Shuichi and asks Hiro why Yuki would be interested in someone like Shuichi. Hiro replies, "That's what I'm trying to figure out."
* In ''LightNovel/HaruhiSuzumiya'', Kyon decides on a whim to try and talk to the eponymous girl (who is extremely beautiful and fiercely rejects any social interaction). The rest of their class do not disguise their shock when she talks ''back''.
* The resident LovableSexManiac Issei Hyodo in ''LightNovel/HighSchoolDxD'' gets this from all sides at his school, thanks to having many of the school's greatest beauties ''competing'' for his attention. What these humans don't see is that [[ChivalrousPervert Issei]] will unflinchingly go though absolute hell (even by Devil standards) for those around him and very much earned their affection.
* Christine "Chris" Robbins from ''Manga/ItazuraNaKiss'' has terrible taste in regards to men's looks [[http://static.tvtropes.org/pmwiki/pub/images/snapshot20080820195215.jpg Really terrible taste]]. She finds guys like Naoki ugly and guys like Kinnosuke sexy. It is implied that she got her tastes from her mother.
*** Looks aside, [[SingleWomanSeeksGoodMan Kinnosuke is a pretty decent guy.]]
** Naoki's own mother wonders why girls like him, due to his cold personality. Also, a gender swapped verison often occurs after people find out that [[spoiler: Naoki married Kotoko]] due to [[spoiler:her]] seeming to have no talents. That's likely because he has a "cold personality." (Looks aren't everything you know? Okay, maybe it is.) And yeah, Naoki is quite the JerkAss.
* In the beginning of episode 2 of ''Manga/KotouraSan'', other girls in class are puzzled on why Manabe is in love with the "[[{{telepathy}} creepy]]" NewTransferStudent Haruka.
* ''Anime/MazingerZ'': When Boss realizes that Sayaka likes loud-mouthed, arrogant, tactless Kouji, he wonders why she fell for him.
* In ''Anime/MobileSuitGundam00'', this is some people's reaction to the uber-serious, professional, and competent Kati Mannequin falling in love with an ineffectual goofball like Patrick Colasour. [[spoiler:Some scenes in the series imply that [[UptightLovesWild she enjoys the fun he brings to her life]]: having him around helps her unwind and stop taking everything so seriously all the time.]]
-->'''Patrick:''' Colonel! I've come to ask you on a date!\\
'''Kati:''' At a time like this!? The world is currently on the verge of a revolution. You don't have any thoughts on this?\\
'''Patrick:''' No! None at all!\\
(''{{stunned silence}}'')\\
'''Kati:''' [sigh] (''smiles'') Wait, right here. I need to go change.
* Yamato introduces her friends to her boyfriend Takeo for the first time in ''Manga/MyLoveStory'', they have a hard time that the boyfriend Yamato had bragged was so cool was the big muscular brute of a man they meet. When they witness Takeo selflessly risk himself to save two of them who had gotten caught in a burning building, they begin to see just what attracted Yamato to him.
* In ''Anime/NeonGenesisEvangelion'', this is Asuka's reaction to hearing that Hikari has a crush on Touji.
* Several characters in ''LightNovel/NogizakaHarukaNoHimitsu'' (especially students who attend the same high school Nogizaka Haruka and Ayase Yuuto do) wonder what the popular, talented and wealthy Nogizaka Haruka sees in average-looking Ayase Yuuto.
* In ''LightNovel/{{Oreshura}}'', practically all of Eita's classmates wonder this when Masuzu gives him a LoveConfession, since he seems completely focused on studying, while she's the most popular girl at school who's rejected numerous boys. His ChildhoodFriend [[ClingyJealousGirl Chiwa]] wonders about this as well...
* During one episode of ''Anime/PantyAndStockingWithGarterbelt'', Stocking falls in love with a guy who's incredibly disgusting, foul, sexist and just all-around vile. Panty (and every single onlooker) wonders what Stocking sees in him. Even worst, the guy is quite obviously a ghost, raising even more questions. [[spoiler: The question might have finally been answered during the GainaxEnding, when Stocking revealed herself to be a demon before she sliced Panty into 666 pieces.]]
* In ''Manga/SayILoveYou'', a few characters, particularly girls, wonder what Yamato Kurosawa, the most popular boy at their high school, sees in Mei Tachibana, a friendless outcast who keeps to herself. However, his interest in her is genuine, and keeps trying to get to know her more until she finally [[RelationshipUpgrade opens up to him.]] And despite that, several characters still try to sabotage the relationship, such as Megumi.
* In the DistantFinale of ''Anime/StellviaOfTheUniverse'', Kouta's doctor wonders what Shima sees in a "blockhead" like him.
* In ''Manga/UruseiYatsura'' no one seems to understand why Lum is in love with Ataru, particularly her many admirers. For the record, Ataru has no idea either.
** In the second film, Beautiful Dreamer, Shinobu outright ask Lum this very question. Of course she's being a {{hypocrite}}, because she use to be Ataru's girlfriend herself.

* Played with ''Comicbook/{{Spiderman}}''. In an high school reunion, this is reaction from Peter's old schoolmates (and jocks) when discover that Peter (they remember him just as a nerd ButtMonkey) is married with Mary Jane, a super-model.
* Used almost word-for-word in ''Comicbook/{{Runaways}}''.
-->'''Victor:''' If I live to be a hundred, I will never understand what you see in him.
-->'''Gert:''' '''''None''''' of us is going to live that long, Victor. That's the one thing Chase knows better than anyone...
* In ''ComicBook/UltimateFantasticFour'', both Strange Josie and Namor have wondered enviously why Susan Storm is dating Reed Richards.
* In ''ComicBook/ZodiacStarforce'', Kim and Emma can't figure out why Savanna is interested in {{jerkass}} Darren.

[[folder: FanWorks]]
* ''Fanfic/ACrownOfStars'': [[http://forums.sufficientvelocity.com/posts/2618297/ As stated in chapter 55]], a while ago Asuka asked Hikari what she saw in Touji. Hikari replied that it was his compassion.
-->'''Hikari''':''"A while back, Asuka asked me what I saw in you. I told her it was your compassion."''
* ''Fanfic/AdviceAndTrust'': [[http://forums.sufficientvelocity.com/posts/2260137/ In chapter 4]] Asuka thinks this of her friend Hikari after Touji has been acting like a pervert idiot:
-->'''Asuka''':''Jock-Stooge, sharp as a brick as always. I have no idea what you see in him, Hikari.''
* ''Fanfic/DoingItRightThisTime'': After considering his mother got absorbed into Unit 01 on purpose to become an eternal reminder of humankind’s existence and she actually ''wanted'' him to watch how she seeming died, Shinji wonders what his father saw in her. Asuka can not figure it out either.
-->'''Shinji''':''"It's just that I'd repressed the memory as thoroughly as possible because I saw my mother die horribly when she tried to synch with it and succeeded a bit too well. Or so everyone thought; if I didn't hallucinate ''everything'' between seeing you go down to the Mass-Production Evas and waking up on the beach, she actually did it on purpose so that Unit-01 could become an eternal monument to mankind's existence... or something. I don't know all the details and I'm not sure I want to, especially why she found it necessary to make me watch."''\\
'''Shinji''':''"So, yeah, [...] That's the woman my father is planning to cause total human extinction to reunite with. No accounting for taste, I suppose."''\\
'''Asuka''':''"Guess not,"''
* ''[[Fanfic/GodsAngelsAndKings Hail To The King]]'': In a scene ''Series/ZoneFighter'' tells Asuka that he has no idea that Shinji sees in her.
* ''Fanfic/{{HERZ}}'':
** Kurumi never understood what Shinji saw in Asuka or why they got married.
** For that matter, her older sister does not get what Kurumi sees in Shinji.
--->'''Natsume''':''"Oh, your darling Shinji-kun! You know, I never really understood what you saw in him."''
* ''Fanfic/LastChildOfKrypton'': In chapter 4 Touji has realized Shinji likes Asuka and he says: "I don't know what you see in her,"
* ''Fanfic/TheOneILoveIs'': In chapter 6 "Friends" Asuka tells Shinji her best friend has a huge crush on his best friend... and she has no idea of why she likes that pervert idiot:
-->'''Shinji''':''"Are you really sure she likes him?"''\\
'''Asuka''':''"Sure! I asked her. I don't know why, but she has the biggest crush on that baka. Personally, I think she deserves better, but if she want him that bad..."''
* In ''Disney/WreckItRalph'' [[http://www.deviantart.com/art/Where-IS-He-341374822 this]] FanArt, Felix 2.0 is confused by the fact that a "high-def chick" like Calhoun would be married to anyone like his original.
* In ''Fanfic/SuzumiyaHaruhiNoIndex'', several characters wonder why both Haruhi Suzumiya and Shizuri Mugino are in love with Kyon, commenting that he's plain-looking, has no powers, that there's nothing special about him at all. Mugino's reason is that he saved her life.
* Hitsugaya has this kind of reaction in ''[[https://www.fanfiction.net/s/9092605/3/On-Life-On-Death-On-Everything-In-Between On Life, On Death, On Everything In Between]]'' when he finds out Ichigo's father Isshin had gotten married, even without knowing anything about the "she" in question.
-->"What kind of person would willingly marry Shiba-taichou?"
* In the fifth chapter of ''Fanfic/ThousandShinji'', Asuka ponders that she cannot figure out what her best friend Hikari sees in Touji.
* In chapter 9 of ''Fanfic/ChildrenOfAnElderGod'', Asuka and Hikari argue because Asuka doesn't like Touji and doesn't get why Hikari likes him. Ironically, Hikari thought Asuka's then-current crush on Kaji was bad because Kaji was an older man and a playboy.
-->Asuka started to retort, then sighed. She didn't want to fight with Hikari about this. He was bad for her, but she just wouldn't ever see it. I can't believe she likes this guy, Asuka thought. "Okay, okay, I'll try to get along with him, but..." He's a butthead, she thought.\\
I'm not too fond of your date either, Hikari thought. How can you like that guy? He's just a playboy. This is gonna be one big mess. But it gives me an excuse to ask Touji out, so... "Right. I'll talk to Touji as soon as I can."
* A gender inverted and [[ShipTease kind of]] variation in ''Fanfic/SolInvictus''. Johnny finds himself wondering how Zoro, who is pretty much sexist because of some circumstances the last time he checked, would pledge his allegiance to [[GenderFlip Luffy.]]

* The "Stepsisters' Lament" from Rodgers and Hammerstein's ''Film/{{Cinderella}}'':
--> Why would a fellow want a girl like her,\\
A girl who's merely lovely?\\
Why can't a fellow ever once prefer\\
A girl who's merely me?
* In''Film/TheHauntedMansion'',p when Jim learns from Ramsley the butler that Edward Gracey thinks Sara is the reincarnation of his love interests and wants to marry her, he protests that she is his wife. Ramsley calmly admits that's true, but adds he can't see what [Sara] ever saw in [Jim].
* ''Film/TheKingsSpeech''. WinstonChurchill growls "What is her hold over him?" on watching from the sidelines as Wallis Simpson orders around the future King of England. He's told the (quite likely untrue) rumor that she learned sexual skills in a Shanghai house of pleasure.
* In ''Film/MeanGirls'', Kady asks this of Aaron about Regina. He asks the exact same question of her, except in a more friendship-oriented way.
* In ''Film/MyBestFriendIsAVampire'', Ralph has no clue why Jeremy ignores Candy, who's a blonde cheerleader and obviously ''very'' attracted to him, in favor of [[HollywoodNerd Darla]]. Jeremy cheerily ignores Ralph's commentary on the subject, as Darla does with her own best friend, Gloria, who can't figure out why Darla has any interest at all in Jeremy.
* In ''Film/TheOtherGuys'', evident when Detective Terry Hoitz and the audience are introduced to Detective Allen Gamble's wife, Dr. Sheila Gamble (Eva Mendes), amplified by dialog where Allen denies to Terry his wife is hot.
* In a review of ''Film/StarTrekTheMotionPicture'', it's said of Decker that it's clear what he sees in an alien character: "his reflection in her (bald) skull. What she sees in him is never made clear."
* ''WesternAnimation/StrangeMagic'': Marianne [[{{Squick}} is shocked]] by her [[DamselInDistress sister's]] adoration of the [[EvilOverLord Bog King]] until she find out about the {{Love Potion}}. [[spoiler: Roland has the same reaction when he finds out Marianne and the Bog King have [[BeastAndBeauty fallen in love naturally]]. ]]
* In ''Film/WeddingCrashers'', Claire is engaged to Sack Lodge, who cheats on her and inflicts multiple acts of savage brutality on the protagonists. Subverted as Sack makes extensive effort to keep [[JerkJock his]] [[YourCheatingHeart true]] [[ItsAllAboutMe self]] [[BitchInSheepsClothing hidden]] from Clarie and her family.
* Eddie Valiant's reaction to Jessica Rabbit being married to Roger in ''Film/WhoFramedRogerRabbit''. (Betty Boop's reaction, note, is "What a lucky ''girl''".) In due course, Eddie does ask, and gets told why. [[SingleWomanSeeksGoodMan "He makes me laugh!"]]
** She also seems to imply there are other reasons...
--->'''Eddie:''' Better lover than a driver, huh?
--->'''Jessica:''' You better believe it, buster.
** Note that from the Toons' perspective, it's the other way around: they're trying to figure out what Roger sees in Jessica.
* In ''Film/WolfCreek'', [[FinalGirl Ben]] is travelling with two girls, hot, curvy blonde Kristy, and skinny brunette Liz. Guess who he has a crush on.

* Birgitte Silverbow in ''The [[Literature/TheWheelOfTime Wheel of Time]]'' series elicits this from almost every female character she gets to know. Birgitte is a [[EveryoneLovesBlondes blonde]] warrior, and many men find her attractive, but she has a stated preference for ugly men. The man to whom she is fated to love in every one of her lives, Gaidal Cain, is nobody's idea of handsome--with the exception of Birgitte.
* In the ''Literature/DarkestPowers'' series, anyone who sees Derek and Chloe together, ''especially'' other supernaturals, is very likely going to think this (Chloe's aunt certainly does) about them. Chloe is very pretty, petite, and blond-haired and blue-eyed. She also tends to be very sweet, kind, and friendly to people who aren't [[JerkAss total dicks]]. Derek, on the other hand, is hulking, not attractive, acned, [[IWorkAlone generally unfriendly and mostly standoffish with people he doesn't know]], and has a bad temper. ([[JerkWithAHeartOfGold He does have good qualities. Seriously.]]) He's also a werewolf, which are considered by most people to be evil (unfortunately, a stereotype that most of them fulfill), or, at the very least, [[WhatMeasureIsANonHuman dangerous animals to be avoided with great prejudice, and killed if necessary]].
* In ''Literature/HarryPotterAndTheGobletOfFire'' Ron asks this about what Hermione sees in Krum. Harry immediately points out that he's a famous international Quidditch player, to which Ron responds "Yeah, but besides that!"
* In Creator/JohnHemry's ''[[Literature/TheLostFleet Relentless]]'', after a conference with Rione and some officers, the officers' reaction to Rione's acts is to comment on how it explains things. Duellos explains to Geary that they had wondered what he saw in her; now, they know.
* The protagonists of ''Literature/WarriorCats'' often wonder why the arrogant Berrynose attracts Poppyfrost and Honeyfern.
* In Creator/PGWodehouse's ''Jill The Reckless'', Barker wonders this about Jill's engagement to Derek. Mrs. Barker urges his good looks.
* Creator/JaneAusten's ''Literature/MansfieldPark'': Fanny Price often wonders at what Edmund can possibly see in Mary Crawford. She admits that Mary is beautiful, spirited, and witty, but she's aware that he's blind to her faults and twists facts so that they would fit to his ideas. Of course, Fanny is the jealous variety since Edmund is her only friend and teenage crush.
* The narrator of Creator/JaneAusten's ''Literature/NorthangerAbbey'' observes this about Mrs Allen: "Mrs Allen was one of that numerous class of females, whose society can raise no other emotion than surprise at there being any men in the world who could like them well enough to marry them."
* Just about everybody in ''Literature/TheWormOuroboros'' wonders why on Mercury the beauteous Prezmyra picked Corund of Witchland - at least a decade her senior and frequently compared to an ox in appearance - out of a score of suitors. She is clearly devoted to him to the point of committing suicide after he is killed.
* ''Literature/TheHungerGames'': Out of all the rich and powerful lovers that Finnick's had, Annie Cresta, "the mad girl he left behind him", is the only one he truly loves.

[[folder:Live Action TV]]
* On ''Series/ArrestedDevelopment'', the rest of the Bluth family has no idea what George Michael sees in Ann Veal.
-->'''G.O.B.''': That's his girlfriend? What, is she funny or something?
* Howard (a perverted CasanovaWannabe) with Bernadette (a cute, bubbly, sweet girl) in ''Series/BigBangTheory''. The funny part was that they met due to a promise between Leonard and Howard years prior if either got girlfriends they would set the other up on a blind date, Penny set them up and was dumbfounded that it worked out as well as it did.
* A reality TV couple from ''BigBrother'' and ''Series/TheAmazingRace'' Brendon and Rachel. Rachel could be the TropeNamer for AttentionWhore or EntitledBastard, and {{Wangst}}s at the drop of a mat. Meanwhile, Brendon is aggressive, sometimes even bullies Rachel unnecessarily, and both threaten to RageQuit the show they're on just because they're not instantly winning. The fact that they finished third in ''Series/TheAmazingRace'' without leaving the other behind in Africa is anyone's guess!
** An even better example would be Nick & Vicki. Vicki was a tough, yet friendly {{Determinator}} who regularly creamed her male competitors in physical-oriented challenges even with her asthma and despite her an Nick's consistently low placements, she kept an optimistic outlook on the race. Sadly for her she got stuck with Nick who contrary to his appearance, a wimp. He was easily their anchor, and contributed next to nothing. If that's not bad enough he was easily the most hated racer than season by being a BastardBoyfriend to Vicki constantly verbally abusing her. Heck not even just her, even other contestants. Even worse, was in the 10th leg he forced Vicki to quit the Roadblock thoroughly obliterating any chance they had at catching up, not that the viewers wanted them too. By the end of the season, everyone was asking themselves this
* Sam and Diane in ''Series/{{Cheers}}''. In both directions.
* ''Series/{{Friends}}'': After discovering Monica and [[{{HollywoodDateless}} Chandler]] are dating, Phoebe and Rachel comment that "she could do better". Played with as Chandler, despite his [[{{SadClown}} neuroses]], is actually a great boyfriend and he and Monica are very happy together. (Plus she has plenty of her [[{{TheUnfavourite}} own]] [[{{NeatFreak}} issues]] so they're well-suited.) As Rachel and Phoebe have failed to establish a successful relationships themselves, its a justified case of YoureJustJealous than them having any resonable critcisms.
* Regarding the relationship [[SassyBlackWoman Ivy]] of ''Series/GoodLuckCharlie'' previously had with [[BlackAndNerdy Emmet]], Ivy can only plead temporary insanity.
* ''Series/ICarly'': In ''iEnrage Gibby'', Carly, Sam and especially Freddie are dumbfounded that Gibby can get someone hot like Tasha as his girlfriend. They all agree in the end that "There's something wrong with that chick."
* The reality TV show ''Is She Really Going Out With Him?'' takes this question and runs with it, picking out a couple where the guy can, generally speaking, be referred to as a "tool" with no objection. In most episodes, the guy is shown as being uncaring (or having very messed up priorities regarding his relationships), insensitive, and an all-around jerk. Whether this is the reality of the situation, or the result of [[ExecutiveMeddling post-production editing]] is sometimes debatable, but when the boyfriend shows up to a formal dinner with his friends (who weren't invited) wearing ''very'' casual clothing (including muscle-shirts), it tends to be pretty clear why he and his girlfriend are on that show.
* Played with in ''KeepingUpAppearances'', where Hyacinth often wonders what her sister Daisy sees in Onslow (who, apart from being a lazy slob, is a fairly decent guy), despite the fact that Hyacinth herself is loud, brutish and unbearable to be around, to the point where her husband Richard dreads retirement because it would mean spending more time with her.
* ''Series/MarriedWithChildren'' plays this both ways. One could wonder (and in fact, Marcy has openly questioned her about this on multiple occasions) what Peg sees in her balding, homely, minimum-wage earning loser of a husband, when she's been hit on by more attractive and wealthier men. Al, on the other hand, could be asked why he continues to stick with Peg when he'd be fully justified in kicking her out for her ridiculous sense of entitlement and freeloading without contributing to the family. The question is never really answered, since whatever the headaches Al and Peg give each other, they're still too attached to break up their relationship even when they could profit materially by doing so.
* Lee and Dawn in the British version of ''Series/TheOffice''. Lee is constantly shown to be miserly, misogynistic, joyless and a bully who, on various occasions, talks down to Dawn, outright offends her and belittles her ambitions. Done on purpose, since Lee is the RomanticFalseLead who comes between Dawn and Tim, with whom she is clearly besotted. Given the show's aspiration towards low-key realism, it's odd that the show never explains why Dawn stays with Lee for as long as she does.
** The writers freely admitted in this case that they had intended to make the Lee vs. Tim romantic rivalry more a battle of equals, each with their own merits, but fell into this trap partly because owing to the nature of the show Tim naturally had more opportunity to be presented as a more appropriate match for Dawn than Lee did. Although it didn't help that, when they were on together, Tim naturally ended up being more likable than Lee anyway.
** The Christmas Special and GrandFinale somewhat answers this, with Lee being shown to have repeatedly squashed Dawn's hopes and dreams, to the point where she finally gave up having any dreams whatsoever and settled for the simple humdrum of day-to-day living. Tim's encouragement for her not to give up her dream of being an children's illustrator, leads her to finally stand up for herself and dump Lee's worthless hide.
** This dynamic is replicated in the US series with their respective counterparts, Pam (Dawn), Jim (Tim), and Roy (Lee). After leaving Roy for good, she acknowledges in her LoveConfession to Jim at the beach games that she never should have been with Roy as long as she did, but never gave much thought to the reasons why until she met Jim.
** In the U.S. series, this is Erin's reaction to Michael's pining for Holly Flax.
--->"I don't get it. I'm sorry, I just...I don't get it!...Is she an amazing cook or something?"
** Considering Erin clearly came to see Michael as a father figure, it might have just been her being a [[GreenEyedMonster jealous]] DaddysGirl.
** Also in the U.S. series, when Andy was engaged to Angela, Oscar flat out asks him what he sees in her.
* It's a running gag in ''Series/ParksAndRecreation'' that no one can figure out how [[ButtMonkey Jerry]] ended up with his insanely hot wife. The fact that he's a genuinely nice person and that they seem to be very much in love doesn't seem to satisfy anyone.
* ''Series/PleaseLikeMe'': Josh's mother wonders what exactly fit and conventionally attractive Geoffrey sees in her son Josh, who looks "like a fifty-year-old-baby". [[ICantBelieveAGuyLikeYouWouldNoticeMe Josh wonders the same thing]].
* This happens in ''Series/{{Popular}}'' when Josh the "cool" jock hooks up with the unpopular "fat girl" Carmen, and everyone is completely horrified, Harrison (for reasons best known to himself) writes a song about the absurdity of Josh finding Carmen attractive and performs it in front of everyone). It's basically an in-universe example though, as Carmen is blatantly a very pretty girl - albeit in a quirky way - and is only really "fat" by {{Hollywood|Pudgy}} standards. To the unbiased observer they don't seem an ill-matched couple at all (if anything, she's ''better''-looking) but whether the makers of the show did this deliberately to demonstrate how pointless generic standards of "beauty" are, or whether they just couldn't bring themselves to cast a genuinely obese or unattractive girl in the role, is open for debate.
* This came up in ''Series/RoyalPains''. When [[DesignatedHero Hank]] started dating [[TheRival Dr.]] [[TheScrappy Emily]] [[ManipulativeBastard Peck]], everyone [[LampshadeHanging (including other characters)]] couldn't understand it. She constantly tried to steal all of Hank's business, and whenever he even bothered to bring any of her faults up, she would start to undress and [[WhatTheHellHero they'd end up having sex]]. [[IdiotHero Hank ''never'' saw any of her faults]]. Many were convinced that he had swallowed the IdiotBall.
* In ''Series/{{Smallville}}'', Clark does a variant by telling Chloe he can't see what she sees in Davis. She denies being with him at all. [[spoiler:Kind of justified given that he is '''Doomsday'''...]]
* In ''Series/StarTrekDeepSpaceNine'', Jadzia Dax occasionally had dinner with [[TheGhost Captain Boday]], an alien with a transparent skull, leading to this exchange:
--> '''O'Brien''': Personally I don't know what Jadzia ever saw in the man.
--> '''Bashir''': [[DeadpanSnarker Well, his brains]].
* In ''That70sShow'', Eric doesn't understand how can his friend, Hyde be attracted to Jackie, whom Eric can't stand (even calling her "the devil"), because she's shallow, self-obsessed and annoying. On the flip side, many people (including Eric himself on occasion) don't understand what the heck Donna is doing with Eric.
--> '''Eric''' Donna? I just have to ask... why me? I mean there are so many other guys who are way better looking
--> '''Donna''' [[SarcasmMode You know you're right, if only I could be with some handsome jock who was mean and shallow and didn't make me laugh.]]
** Subverted when Hyde tries to explain his attraction to Jackie to Eric, making Eric realize it's not so much that Jackie isn't hot as much as her attitude is so annoying that it distracts him form her hotness.
* ''{{Watching}}'' had a theme tune that addressed this trope, sung from the perspective of the female lead. She reels of a substantial list of all his faults and asks herself what she sees in him, but then she's forced to admit that she's not exactly a prize catch herself and [[https://youtu.be/Ik8PH6_-w-g wonders what he sees in her]]. It's actually quite sweet in a dysfunctional kind of way.
* In ''Series/WizardsOfWaverlyPlace'', every supposedly decent girl that Justin falls for - first Juliet, and then, Rosie.
* This is pretty much everyone's first thoughts when they learn about Schmidt and Cece on ''Series/NewGirl''. He's a loud and obnoxious jerk and she's a gorgeous model. Turns out they're both quite insecure about themselves and he's actually kind of nice deep down.

* "Is She Really Going Out With Him?" by Joe Jackson is all about this.
* Not to mention Alanis Morrisette's "You Oughta Know".
* Gender-flipped version in {{Adele}}"s "Rumour Has It"
* Comedian Graham Fellow's OneHitWonder song "Jilted John" is all about the 'moron' called Gordon who's stolen his girlfriend, although the song then subverts itself by saying "Just 'cos he better looking than me, just 'cos he's cool and trendy".
* Gets a mention in the Musc/{{Train}} song "Mermaid":
-->Sharks green with envy\\
They wonder what she sees in me\\
Funny but sometimes [[ICantBelieveAGuyLikeYouWouldNoticeMe can't help but wonder that as well]]
* Music/TheSmiths' only-live song "What Do You See in Her", which was recorder with different lyrics and theme into "Wonderful Woman".

* In Creator/RodgersAndHammerstein's ''Allegro'', Joseph Taylor Jr. is about to walk down the aisle with Jenny Brinker, and the guests express their concerns in "What a Lovely Day for the Wedding":
-->'''The Taylor Group:''' What can he see in her?
-->'''The Brinker Group:''' What can she see in him?
-->'''The Taylor Group:''' The Brinkers are all stinkers!
-->'''The Brinker Group:''' All the Taylor crowd is grim!

[[folder:Video Games]]
* This is Noce's attitude toward Alicia's relationship with Welkin in ''VideoGame/ValkyriaChronicles''.
* From ''VideoGame/DragonAgeOrigins'', this is pretty much what Alistair says if [[PlayerCharacter you]] continually gain approval with Zevran.
** Amusingly, he asks this to Leliana, who invokes AllGirlsWantBadBoys and implies that she can also see the attraction.
** Oghren will also ask Morrigan this in exact words, if the Warden is in a romance with her. Going by some other things he says to her, he's probably at least a little jealous. That and likely intends to steal your moves to pick up the ladies.
** Morrigan herself will pose this question to a male Warden that romances [[TheChick Leliana]] instead of her. To a female Warden who romances Alistair, she will remark that he must be very good in bed, because she can't imagine any other reason why a woman would want him.
** Leliana will pose this question to Alistair if a male Warden pursues a relationship with Morrigan.
** Alistair poses this question to [[TeamMom Wynne]] if a male Warden romances Morrigan. It's not so much out of jealousy, but more him likely wondering if he should find a straight-jacket for his fellow Warden, as they have quite clearly gone ''crazy''.
** Also, in ''VideoGame/DragonAgeII'' should a female Hawke romance Fenris instead of Anders, the latter will stop her and outright ask why, likening him to a dog.
** If a male Hawke romances Merrill, rival Isabela will ask her what she could possibly see in Hawke, not knowing where to even begin listing his flaws.
*** Though this is not a straight example, as Isabela actualy rather supports the relationship, [[IfYouEverDoAnythingToHurtHer so long as Hawke understands that breaking Merrill's heart]] [[GroinAttack would involve unfortunate consequences,]] so she's probably just [[DeadpanSnarker having a little fun at Hawke's expense.]]
* Although never explicitly stated in-game, this must have crossed the minds of many characters in ''VideoGame/MonkeyIsland'' when Elaine, the rich, intelligent, gorgeous and independent governor, who turned down proposals of marriage from many eligible suitors, married a goofy-looking, dorky nobody like Guybrush Threepwood.
* Etna asks Flonne this in ''VideoGame/{{Disgaea 3|AbsenceOfJustice}}'' when they start arguing over who gets to be Laharl's "wife" when they pretend to be Mao's parents.
-->'''Etna:''' Then tell me, what part of ''[[RoyalBrat this]]'' made you want to marry him?
-->'''Flonne:''' Um, uh. Well... [[ItsAllAboutMe How everything revolves around him?]]
* Everyone in ''[[VideoGame/FireEmblemTellius Fire Emblem: Radiant Dawn]]'' wonders how Astrid can defend lazy, drunken gambler Makalov. Even Makalov ''himself'' says she's wasting her time, but she refuses to listen to reason. If they have A support in the previous game, they'll get married and their ending states that he never changes.
* Nah in ''VideoGame/FireEmblemAwakening'' is a rare case of a KidFromTheFuture wondering this about ''her own parents!'' Though given that her mother Nowi is not only a CloudCuckooLander but a [[Really700YearsOld 1000 year old dragon with the body of a pre-teenage girl]], it's kinda understandable. To wit, her first assumption on why her folks got married is that she's under the assumption that her father [[ShotgunWedding got Nowi pregnant]].[[note]]In the Japanese version, she instead assumes that her father is a {{Lolicon}}.[[/note]]
* In ''[[VideoGame/BlazBlueContinuumShift BlazBlue: Continuum Shift EXTEND]]'', Hazama literally asks [[TheOjou Tsubaki]] [[ClingyJealousGirl Yayoi]] what she sees in [[JerkAss Jin Kisaragi]] at one point during ''Slight Hope'', making it clear that he knows she's in love with him. [[spoiler:To be fair, he could give a shit less, and is looking for ways and/or reasons to [[ManipulativeBastard exploit their relationship for his own ends]]. Any manipulation would have to be done in [[GroundhogDayLoop another iteration of the past century]], however, as [[SpannerInTheWorks Tsubaki's friend Makoto Nanaya broke all his plans in this one]].]]

[[folder:Visual Novels]]
* ''VisualNovel/PhoenixWrightAceAttorneyTrialsAndTribulations'': Nobody has a clue what attracted Desirée [=DeLite=] (extremely attractive BikerBabe) to her husband Ron (a high-strung, nebbishly girly-boy) at first. Turns out it was a RescueRomance.
* If you follow [[BloodKnight Ittosai's]] [[MultipleEndings Good ending]] in ''YoJinBo'', this is the general reaction of the other guys. However, due to their tendencies toward [[GreenEyedMonster jealousy]], it comes off as "What does she see in him ''that I'm not better at''?"

* ''Webcomic/GirlGenius'': [[http://www.girlgeniusonline.com/comic.php?date=20090309 about Agatha and Tarvek]]. Played with when a character who knows better honestly answers [[spoiler:"Probably nothing."]]
* James can't understand why Ash is with Rumisiel in ''Webcomic/{{Misfile}}''. Of course, he doesn't know that Ash is only pretending to be with Rumisiel so her father will allow him to stay at her house.
* This trope is [[http://www.bugcomic.com/comics/love-lessons/ deconstructed]] by ''Webcomic/{{Bug|Martini}}''.
* ''Webcomic/MegaTokyo'': [[http://megatokyo.com/strip/805 Meimi somehow got it into her head that you were dating this walking disaster]]. To be followed by a stunned reaction.
* In ''Webcomic/{{Endstone}}'', [[http://endstone.net/2010/01/14/issue-3-webpage-9/ Cole doesn't know what her mother saw in her father]].
* In ''Webcomic/{{Sinfest}}'', [[http://www.sinfest.net/view.php?date=2005-05-11 Slick grumbles about Monique's lack of taste.]]

[[folder:Web Original]]
* ''WebVideo/DoctorHorriblesSingAlongBlog'': "She called him sweet. How is he ''sweet''?"
* Although not explicitly stated in ''AVeryPotterMusical'', Harry clearly wonders this of Cho Chang's relationship with Cedric Diggory.
* Played with by WebVideo/TheNostalgiaCritic, WebVideo/TheNostalgiaChick and WebVideo/ToddInTheShadows. Critic doesn't care about Todd either way, what he's wary of is the Chick driving herself crazy over him.
* In ''WebAnimation/{{RWBY}}'', Weiss is noticeably shocked that Pyrrha doesn't share her disgusted reaction when [[CasanovaWannabe Jaune]] tries to flirt with them.

[[folder:Western Animation]]
* In ''WesternAnimation/BatmanTheAnimatedSeries'', during their team up, Poison Ivy asked Harley what she ever saw in the Joker, and throughout the series appeared to be annoyed whenever she went back to him. Even Batman once tried to convince her that the Joker didn't see her the way she saw him.
* In ''WesternAnimation/BatmanTheBraveAndTheBold'', Batman says it almost word-for-word in reference to WonderWoman and Steve Trevor in the ColdOpening for "Scorn of the Star Sapphire!"
* In ''WesternAnimation/CodeLyoko'' Sissi says, "I wonder what he sees in her" referring to Ulrich and Yumi respectively.
* ''WesternAnimation/CourageTheCowardlyDog'': How such a kind, [[HouseWife hard-working woman]] like Muriel ever married a [[JerkAss jerkass]], [[LazyHusband lazy]] [[PsychoticManChild old man]] like Eustace is an enigma.
* In ''WesternAnimation/DannyPhantom'', Sam says these exact words to Danny in one episode as he drools over RichBitch Paulina.
* In ''WesternAnimation/DarkwingDuck'', "[[Recap/DarkwingDuckS1E57UFFoe U.F. Foe]]", Darkwing is shocked when [[GreenSkinnedSpaceBabe Tia]] expresses interest in [[GeniusDitz Launch]][[CloudCuckoolander pad]]. According to Tia, [[SingleWomanSeeksGoodMan it's because he's kind, has a good heart, and taught her how to laugh and have fun.]]
* Brad of ''WesternAnimation/{{Detentionaire}}'' feels this way about Tina picking Lee over him.
* In one episode of ''WesternAnimation/DonkeyKongCountry'', Bluster Kong outright asks Candy Kong what she sees in Donkey Kong("...This big hairy ape?")
-->'''Candy:''' He's...a big, hairy ape! And you're not."
-->'''Bluster:''' Ouch.
* Many characters (justifiably) have this reaction to Lois' marriage to Peter in ''WesternAnimation/FamilyGuy''. At one point, Brian asks her: "Have you ever stopped to think 'Wow I married that guy?'"
** She doesn't answer him then, but she's thought about it.
-->'''Lois:''' My god, you're dumb. Thank god for that ass.
** The canon answer is that she finds fat men attractive, and they share a sense of humor. Whether this is enough to make up for Peter's regular {{Jerkass}}itude is another matter.
*** Which seems to RetCon from an earlier episode when she couldn't form sentences when Peter became thin and muscular.
* Helga on ''WesternAnimation/HeyArnold'' utters this many time to all the crushes that Arnold goes through over the course of the series.
* In ''WesternAnimation/JusticeLeague'', it's revealed that thousands of years prior to the series, Wonder Woman's mother, Hippolyta had been seduced by Hades and tricked into helping him overthrow the gods of Mount Olympus. After the League defeated him when he was unleashed by Felix Faust, Wonder Woman asked her mother what she saw in him. Hippolyta merely replied, "Ancient history."
* In the [[UnCanceled fourth]] [[PostscriptSeason season]] of ''WesternAnimation/KimPossible'', Ron gets quite a bit of this when he starts dating Kim, even from the villains they're fighting.
** Especially Dr. Dementor, who was more obnoxious about this than [[AlphaBitch Bonnie Rockwaller]], even.
* Some characters (and fans) notably Peggy and Mihn wonder why Luanne hooked up with Lucky in ''WesternAnimation/KingOfTheHill'' as he's a stupid, ugly, bucktoothed, middle aged, stereotypical hillbilly. You might ask what HE sees in HER. He's generally at least smarter and more mature than she is.
** While other characters wonder this about Nancy and Dale as they rarely show their love for each other and Nancy cheated on Dale with John Redcorn for years. In fact, this trope applies for many couples in the series.
* Played for laughs in ''WesternAnimation/TheMarvelousMisadventuresOfFlapjack''. Peppermint Larry starts kissing Candy Wife, which causes this exchange:
--> '''K'nuckles:''' "There she goes again, givin' him kisses! What does she see in that guy?! Why doesn't she ever give ME kisses?!"
--> '''Flapjack:''' "Maybe 'cause she's married?"
** Made funnier by the fact that Candy Wife is [[CompanionCube an inanimate lump of candy]].
* ''WesternAnimation/RegularShow'': Eileen, who's [[GirlNextDoor genuinely]] [[NiceGuy friendly]] (and {{Adorkable}}) in her first appearance has a crush on Rigby, who's a rude, lazy {{Jerkass}} towards her [[spoiler: at least in the beginning. In later seasons he has warmed up to her and secretly finds her attractive.]]
* ''WesternAnimation/TheSimpsons'': Marge and Homer Simpson are (sadly) a milder version of this trope.
** Some episodes answer the question.
** In TheMovie Marge actually can't come up with an answer to this question after his latest and most extreme bout of {{jerkass}}ery and selfishness, and leaves him as a result. He does make up for all the dickish things he did, though, and they [[CrowningMomentOfHeartwarming got back together]].
** In one episode, Bart questions what the baby sitter sees in Jimbo. "What do you like about him? He's just a good-looking rebel who plays by his own rules." [[AllGirlsWantBadBoys Which makes both the babysitter and Lisa sigh dreamily]].
** Patty and Selma never approved of their relationship throughout the entire series. Upon meeting him when they were teenagers, they immediately hate him for no reason at all. They spend most of their time trying to separate them and pair Marge with someone else (usually Artie Ziff). Though, Selma is more tolerable to their relationship, because Homer helped her out and was jealous of their relationship. But Patty continues to hate Homer, even more so after she got out of the closet.
* Even Greg himself from ''WesternAnimation/StevenUniverse'' wonders what the late Rose Quartz saw in him. A bumbling one man band/carwash owner, who lives in his van. It is later stated that Rose could see the inner beauty of living things.
** This happens mutually with Steven and Connie. He considers himself a screw-up and can't see what a nice girl like her would see in him, whereas Connie wonders why a boy with superpowers who seems to be destined for bigger things would hang out with an ordinary girl like her.
* Cobra Queen once asked Steff what she saw in ''WesternAnimation/{{Freakazoid}}'' commenting that he seems so stupid. Staff explains he's only like that for tv and is actually normal off camera.