cloud over

US /klaʊd ˈoʊvər/
UK /klaʊd ˈoʊvər/
"cloud over" picture
1.

If a person's face clouds over, it shows that they are sad or angry.

:
Her face clouded over when she heard the bad news.
His expression clouded over as he considered the implications.
2.

If the sky or the weather clouds over, it becomes covered with clouds and looks as if it is going to rain.

:
The sky began to cloud over, threatening rain.
It was a beautiful morning, but by afternoon, it had clouded over.