Phenomenological and affective literatures, which often, though of course not exclusively, focus on fleshy, material bodies, have paradoxically offered some of the most nuanced and attenuated approaches to moving beyond previously delineated boundaries of, especially, human beings.  This paper re-visits noteworthy articulations of human- ‘non-human animal’ encounters in the realm of visual culture by animating something along the lines of  ‘animal affect’ as constituitive of intersubjective relations in these practices of looking.  That is, by considering how humans and “non-human animals” (a problematic category I further explicate) look at each other in indeterminate, complex, and culturally evolving ways I articulate a reciprocal visual encounter informed by a notion of empathy – drawn from Levinas, Silvan Tomkins, and Lisa Cartwright – with difference and alterity at its core.  I suggest that this notion of empathy, a version of Cartwright’s moral spectatorship, might help us develop a practice of animal politics not built over the fault lines of  “rights”-based discourse.  For my analysis I focus specifically on two instances of people forming relationships with grizzly bears – as represented in Werner Herzog’s profile of Timothy Treadwell, Grizzly Man, and Douglas Peacock’s Grizzly Years.  I first read these texts through two seminal works of the visual culture of human-animal encounters, John Berger’s “Looking at Animals” and Cynthia Chris’ Watching Wildlife, before then demonstrating the fertile ground of my phenomenological-affective approach.