There were times, at falling night, when he looked up with curiosity to the stars.

He looked up at the stars.

Below the starry sky, Tom and Mary forgot about time, recounting their dreams to each other.

Tom looked up at the starry sky.

If you look up at the starry sky, you'll find many bats on the wing, making not a sound. You can't quite make them out, but, from the way the stars disappear moment by moment, you can sense their eerily flying about.