Imitation learning is the study of learning how to act given a set of demonstrations provided by a human expert. It is intuitively apparent that learning to take optimal actions is a simpler undertaking in situations that are similar to the ones shown by the teacher. However, imitation learning approaches do not tend to use this insight directly. In this paper, we introduce State Aware Imitation Learning (SAIL), an imitation learning algorithm that allows an agent to learn how to remain in states where it can confidently take the correct action and how to recover if it is lead astray. Key to this algorithm is a gradient learned using a temporal difference update rule which leads the agent to prefer states similar to the demonstrated states. We show that estimating a linear approximation of this gradient yields similar theoretical guarantees to online temporal difference learning approaches and empirically show that SAIL can effectively be used for imitation learning in continuous domains with non-linear function approximators used for both the policy representation and the gradient estimate.