Outside Looking In is the BoDeans second studio album, and was released in 1987. It was produced by Jerry Harrison of The Talking Heads. It reached number 86 on the Billboard 200 chart.
Following the success of Love & Hope & Sex & Dreams and having been voted Best New American Band by Rolling Stone, the band wished to expand their sound and shed the "roots" label, which they believed categorized their music unfairly. They returned to California to work with an unnamed producer, but the sessions were shelved after significant disagreement arose over the album's sound. Jerry Harrison had expressed interest in working with the band, an offer which they accepted after returning to Wisconsin. The album was a departure from their rockabilly-influenced debut and featured a much bigger, heavier sound bordering on arena rock. The album's reverb-laden production also made use of synthesizers and drum machines. Although it was their highest-selling album, it was not as well-received critically.
Music critic William Ruhlmann, writing for AllMusic, wrote of the album: "The songwriting wasn't as impressive, and the de-emphasis on such signature sounds as Sammy Llanas' nasal voice inclined the album toward anonymity."
Track listing 
All songs by Kurt Neumann and Sam Llanas unless otherwise noted.
- "Dreams" (Neumann, Llanas, Jan Levinson) – 3:36
- "Pick Up the Pieces" – 3:24
- "Take it Tomorrow" – 3:55
- "Say About Love" – 4:12
- "Don't be Lonely" – 3:51
- "Runaway Love" – 3:50
- "Only Love" – 3:08
- "What it Feels Like" – 2:31
- "The Ballad of Jenny Rae" – 3:50
- "Forever Young (The Wild Ones)" – 3:56
- "Someday" – 3:31
- "Fool" – 4:30
- "I'm in Trouble Again" – 4:26
- Kurt Neumann – vocals, acoustic and electric guitar
- Sam Llanas – vocals, acoustic guitar
- Bob Griffin – bass guitar
Additional Personnel 
- Rick Jaegar – drums
- Jayrase Snyder – drums
- Junior Brantley – keyboards
- Jerry Harrison – synthesizers, drum programming
- Arlene Newson – background vocals
- Shirley Sims – background vocals