When he reflected on that, his face clouded over a bit.

Gradually, his face clouded and he started to say something.

His face clouded over; a concern was working its way out of him.

His face clouded over when I showed him the empty box.

Her face clouded; she seemed not to have heard me.

He looked down at the suitcase and his face clouded.

All at once, his face clouded over and he looked grim.

Finally he turned back to them, his face clouded with doubt.

His face clouded, as well it might, at the word.

His face clouded, and the students asked if he wanted to go on.