The meme comes from a single frame of a YouTube video where sisters Lily and Chloe Clem are told they're going to Disneyland instead of school. Lily immediately bursts into tears of happiness. Chloe, sitting next to her in the back seat, shoots a confused and slightly disturbed look sideways at her crying sister. That split-second expression of skepticism and bewilderment became the meme's entire foundation5.

The screenshot works as a universal reaction image for any situation involving confusion, judgment, or the quiet realization that something weird is happening. Chloe's face captures a very specific emotion: "What is wrong with this person?" It's the look you give a coworker who just microwaved fish in the break room9.

The meme's reach extended well beyond internet humor. Google ran a promotional campaign featuring Chloe in their São Paulo offices in 2017, decorating the building with her likeness and flying the family out for a visit8. The campaign generated its own wave of viral content when photos from the trip spread across Twitter11.

In 2014, Chloe and Katie appeared on the Brazilian TV show Eliana to discuss the meme5. The family also appeared in BuzzFeed's 2019 video series "I Accidentally Became A Meme"5.

The NFT sale in 2021 made Side Eyeing Chloe part of a broader wave of classic memes being auctioned as digital collectibles. The 25 ETH ($74,000) sale put it alongside other meme NFTs like Disaster Girl, Bad Luck Brian, and Overly Attached Girlfriend52.

The meme also sparked conversations about children's privacy and the ethics of viral fame. Katie Clem's candid interviews about feeling guilt over her daughter's exposure gave the story a more complicated dimension than most meme origin stories. She turned down a Disney TV opportunity for Lily and deliberately scaled back content creation as the kids grew older1.

The Clem family's journey with viral fame started before Side Eyeing Chloe even existed. The first Disneyland surprise video, posted in 2011 on Katie Clem's YouTube channel, had already attracted millions of views5. The 2013 follow-up was meant to capture another sweet moment, not launch a meme empire. But Chloe's two-year-old skepticism stole the show from her sister's tears.

What made the meme spread so effectively was its versatility. The screenshot worked in almost any context where someone needed to express silent judgment. Tumblr users in late 2013 treated Chloe's face like a Swiss Army knife of reaction images. The "could u f--king not" caption version and the photoshop blog gave people two distinct ways to use the meme: as a reaction image or as a face-swap template4.

The fame brought real-world consequences for the family. Katie Clem later told People Magazine that she "didn't fully understand how big it would get." Strangers started recognizing toddler Chloe in public and asking for photos. "Chloe was 2, and people were coming up to her. They were freaking out. They were taking pictures of her," Katie recalled1. The attention wasn't limited to the United States. During the 2017 Brazil trip, the family was "swarmed" by hundreds of people in São Paulo, where Chloe's face appeared on billboards across the city1. Katie compared the experience to Beatlemania2.

The financial side told a different story. The Clem family was struggling financially when the meme took off. "10 years ago, we were so poor," Katie said in a 2025 interview. The family monetized the image for commercial use, and the licensing income helped them cover rent, bills, and food for years. "That money literally helped us survive for a decade," Katie explained1. They landed sponsorship deals including a partnership with Google that led to the Brazil trip8.

In 2017, both Chloe and Lily began modeling careers5. That same year, Disney approached the family about featuring Lily in a TV show. Katie turned it down, trusting her instinct that the entertainment industry wasn't the right path for her kids. "I just knew that was not the direction I wanted for my children," she said1.

In 2019, Chloe and Katie appeared on BuzzFeed's series "I Accidentally Became A Meme," discussing how the viral moment changed their lives5. Two years later, in 2021, the family sold the original Side Eyeing Chloe image as a non-fungible token for 25 Ethereum, roughly $74,000 at the time5. The NFT sale capped off the meme's commercial life and helped fund Chloe's future education2.

Katie gradually pulled back from posting content as her daughters grew older. She noticed them getting bored and tired during filming sessions and decided to stop. "Once they got a little bit older, I forced them to do things, and I could tell they were bored. I could tell they were tired, and I'm like, 'Okay, we're done,'" she told People1. The family reduced their social media presence significantly.

By 2025, Chloe was 14 and mostly unrecognizable from her toddler self. "It's pretty weird. Sometimes it's funny, but other times it's just kind of strange," Chloe said about her meme fame1. She still maintains an Instagram presence, referring to herself as the "original side eye queen"2. Katie expressed mixed feelings looking back, telling People she carries "a lot of guilt" about exposing her daughter to viral fame at such a young age. "The internet is forever. Once it's out there, you can't take it back"1.