Please help get rid of three "look"s in a passage

http://linguaphiles.livejournal.com/5976220.html

Please, can anyone suggest how to modify the fragment below to avoid using derivatives of the verb to LOOK three times:
"Many of us, the young nuns, when first introduced to the abbess, dreaded talking with her. But this sense of fear melted away as she LOOKED at you tenderly and lovingly. I learned very quickly that she wore chains, although you would have never guessed LOOKING at her robe, which LOOKED nearly elegant due to its immaculate cleanliness”. Thanks a lot in advance!