text: Well initially most guys DO notice outter looks first off. But that fades soon afterwards. In ALOT of cases, even if the girl doesn't have the looks, her attitude and outgoign personality will win out overall. A guy likes to be able to go out with hsi girl, and DO things that have nothing at all to do with sex! Being able to just go out and hang out with her, not having to hold her hand the entire time, but share that time with her doing things together and not having to out perform her, or whatever. Being able to simply enjoy being near her, and talking about REAL stuff. Not " have you heard about so and so?" Or , " So what are your plans for the summer?"  Those are all superficial and merely ice-breaker subjects. Real, down to earth subjects such as, "What kind of concerts do you like to go to, or have you ever been to one?" " What are some of the things you're good at, that you can teach me?"  A guy likes having a chance to show his girl how to do something that she honestly doesn't know how to do. It's a way of being recognized as being capable and that is always an ego booster. But keep it real and honest. Just be yourself, and let your personalities determine whether you're right for each other. But in a more direct answer, it isn't just looks or sex, but compatability and having fun together without feeling tense and worried about what you say or do. Being able to relax and enjoy the time. Looks alone will NOT be enough..... And isn't going to be what gets a guy's attention all the time, just the shallow ones..... Good luck!!