The aim of crowd counting is to estimate the number of people in images by leveraging the annotation of center positions for pedestrians' heads. Promising progresses have been made with the prevalence of deep Convolutional Neural Networks. Existing methods widely employ the Euclidean distance (i.e., L 2 loss) to optimize the model, which, however, has two main drawbacks: (1) the loss has difficulty in learning the spatial awareness (i.e., the position of head) since it struggles to retain the high-frequency variation in the density map, and (2) the loss is highly sensitive to various noises in crowd counting, such as the zeromean noise, head size changes, and occlusions. Although the Maximum Excess over SubArrays (MESA) loss has been previously proposed by [16] to address the above issues by finding the rectangular subregion whose predicted density map has the maximum difference from the ground truth, it cannot be solved by gradient descent, thus can hardly be integrated into the deep learning framework. In this paper, we present a novel architecture called SPatial Awareness Network (SPANet) to incorporate spatial context for crowd counting. The Maximum Excess over Pixels (MEP) loss is proposed to achieve this by finding the pixel-level subregion with high discrepancy to the ground truth. To this end, we devise a weakly supervised learning scheme to generate such region with a multi-branch architecture. The proposed framework can be integrated into existing deep crowd counting methods and is end-to-end trainable. Extensive experiments on four challenging benchmarks show that our method can significantly improve the performance of baselines. More remarkably, our approach outperforms the state-of-the-art methods on all benchmark datasets.