It’s an early 2016 afternoon when music video director John Urbano strolls up to a little taco joint in Malibu with his wife and 2-year-old daughter. They had just gotten off a five-hour flight at LAX, and Urbano is wearing sweatpants and looking for a place to grab some sustenance before heading to a friend’s house. There are photographers swarming the restaurant’s outdoor garden — paparazzi, he presumes, not too uncommon for Southern California. Craving some Los Angeles sunshine, he asks to be seated on the patio. Instead, they look him up and down and lead him to the darkest corner of the restaurant. Out of desperation for some grub, he obliges. Then he hears a deep, familiar, British voice.

“John? Urbano?”

It’s Harry Styles. He’s wearing a bright blue t-shirt, and his brown hair is the longest it’s ever been, curls rolling past his shoulders. Styles gives Urbano a hug, and meets his daughter, whom he affectionately names “Baby Urbano.” That’s when a server approaches the Urbano family again: “Hey, if you want, we can seat you outside now, in the garden.”

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Just 20 miles from the restaurant, Urbano shot One Direction’s first music video in July of 2011, and, coincidentally, it was his first music video, too. Back then, the five British teenagers, thrust together by Simon Cowell on the U.K.’s The X Factor, joined a small crew for the two-day shoot of “What Makes You Beautiful.” Posted to YouTube on Aug. 19, 2011, the video earned the guys their first Video Music Award (Urbano wasn’t invited to the 2012 VMAs ceremony) for Best Pop Video, and kisses from Katy Perry. It currently has 789 million views on YouTube.

The video swerves away from the stereotypical boy-band elements of the late ‘90s: heavy choreography, monochromatic costuming, cheesy storyline, a sense of in-your-face urgency. Instead, they dropped Harry Styles, Liam Payne, Louis Tomlinson, Niall Horan and Zayn Malik on the West Coast to sing to a camera. There was no dancing allowed.

One Direction had recorded “What Makes You Beautiful,” written by pop masters Savan Kotecha and Carl Falk, in Sweden after signing to Cowell’s Syco Records. It’s an exuberantly energetic track, complete with a guitar riff often compared to Grease’s “Summer Nights,” a spattering of cowbell and an epic drum fill that explodes into one of the most recognizable choruses of the past decade:

“Baby, you light up my world like nobody else / The way that you flip your hair gets me overwhelmed / But when you smile at the ground, it ain't hard to tell / You don't know, oh oh / You don't know you're beautiful.”

It was in the studio where they met their stylist, the London/L.A.-based Caroline Watson, who has dressed Diddy, Chris Brown, Britney Spears and Usher. The guys—then a mix of 17, 18 and 19 years old—would work with Watson up until their hiatus at the beginning of 2016.

“I went in with a blank canvas, I guess,” Watson tells Fuse about first meeting her new clients. “I hadn’t watched [X Factor]. I hadn’t known anything about it. I think it was a good thing, because then I wasn’t biased as to what I’d seen before, because I hadn’t seen anything.”

After meeting all five boys at once, Watson sat down with them individually, chatting them up about which colors and shapes they liked in clothing. Together, they all set three simple anti-boy-band fashion rules for the “What Makes You Beautiful” video: “We said no black, no leather and no all-white. And then we just kind of made it happen from there.”

From the beginning, Tomlinson knew what he wanted: red pants, which he like to keep rolled up at the bottom, and a striped shirt. The rest of the guys got khakis of various shades of tan, and their preppy, collegiate look was born. Payne wore a white cotton top with a small, button-down v at the collar; Harry sported a short-sleeved dark plaid top; Zayn had a James Dean-inspired white tee; and Niall got a navy blue tee, with matching Nike high-tops. 

The clothes came from everywhere, Watson said, and while high-fashion designers came to play later in 1D’s career, name brands weren’t too important when they were starting out. Watson still has the clothes, but she’d have to dig them out of a deep vault of couture.

“That video became the basis of the One Direction look,” she says. “If you think of One Direction, that’s exactly what you think of. That’s something I really worked hard on, to create the identity for the boys. That’s something that we ran with for many, many years and then eventually we started to evolve and be more fashion-led.”

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A few weeks before the shoot, One Direction’s car pulled into the concealed driveway of Alley Cat Studios in Hollywood. The entrance was designed to let people like Michael Jackson, Prince and Janet Jackson enter and exit without being seen by the paparazzi or fans, who would crowd the street to try to get a glimpse. On that day, however, no one was outside. “Less than two months after that, they're everywhere,” choreographer Marty Kudelka told Fuse.

Despite their stance against dancing, the quintet had some studio time booked with Kudelka, Justin Timberlake’s right-hand man, who’s created moves for Pink, Mariah Carey, Jennifer Lopez, *NSYNC and Janet. Management wanted to fine-tune their natural movements and get them accustomed to being on-camera, and for Kudelka, that was a welcome challenge.

“For the guys, this is their first time coming out, we don’t want them to dance, per se,” he says. “They could move how they normally move, but we don’t want them to be a Backstreet Boys or *NSYNC because that’s not what they’re going to be. They’re different.”

They had two six-hour days booked, but they didn’t need all that time, Kudelka recalls.

“We did some stuff to kind of mess with them,” he says. "We taught them some steps knowing they’re not going to use them, kind of to see how they naturally moved. Then we kicked them all out and brought them back one at a time to talk to them, see their personality and have them just perform on their own.”

With the five of them together again, Kudelka would weave in between them, toting a camera as they sang. The only rule? Don’t look at the camera.

“After each of these takes, we’ll play it back for them and show them, and it was a learning tool for them in a rehearsal studio so we’re not necessarily wasting money on film and whatnot and crew. There’s just a few of us, [so] there’s not as much pressure. By the time we got on the video set, it’s second nature.” 

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It was time for One Direction’s day at the beach, and Urbano, who had previously shot their Up All Night album cover, was set up on Cycamore Cove Beach in Malibu. (Other scenes would take place outside a house down the coast and on the Pacific Coast Highway.) There, the Pacific Ocean laps against the grainy sand. Wooden tables and built-in grills are set up for picnickers spending the day in the park. Stories-high rocks tower over beach-goers at one end, creating prongs and curved formations that are doused in orange at sunset. A big hunk of white driftwood lingers on the sand. It’s the same place Blink-182 filmed their “All The Small Things” video in 1999 (ironically, the pop-punk clips is dedicated to mocking boy band stereotypes).

“At the beginning, we didn’t have anything to prove,” Urbano tells Fuse about shooting his first music video. “So we were just out there having a good time.”

Urbano ran down the beach as the guys lip-synched their song over and over. He captured individual shots, silhouette shots, and shots where they weren’t singing at all. He got them sitting down, standing up, running, kicking a soccer ball. They splashed in the salty sea, threw their arms around each other, shuffled in their sneakers and barely stopped grinning. Urbano thinks they were just happy to be there.

“I can’t think that there was even 1 percent of acting,” Urbano says. “All it was, was trying to get them to sing at the same time.”

There were a few onlookers, but no one recognized Harry, Louis, Niall, Liam or Zayn. A family of six puttered up to the set, approaching Kudelka to inquire about what was going on. “They didn’t even ask who it was, [and] kept walking,” he says. “And they wouldn’t have known anyways.” One passerby was caught on camera, and will forever be known as the WMYB Ghost, as evidenced by the videos of some very eagle-eyed fans.

“I mean, can you imagine that today?” Urbano poses. “Like, if One Direction were on any beach in the world, and nobody knew who they were? Girls were just saying, like, ‘Who are these guys? They kind of sound good?’ To watch them go from that to not being able to go anywhere without being attacked is pretty cool.”

The on-set hijinks were high, Urbano notes. In a behind-the-scenes video, you can see Malik shoveling sand onto Styles, who plays dead on a towel. Tomlinson parades around with some lighting props. And they even tried to give their director an English makeover.

“Harry Styles, I was constantly on him,” Urbano laughs. “He probably thought I was nuts because I would be yelling a lot. To get all five to focus on one thing was always challenging at the beginning because they’re five different human beings, so to get them all to line up, for instance, on one lyric was a fun challenge.”

When it came time for the driving scene, the band piled into an orange Volkswagon Westfalia camper van, with Tomlinson behind the wheel. Instead of the old Hollywood trick of hooking up the vehicle to a trailer, Tomlinson was really driving (a little too slowly, supposedly), and Urbano documented it all from the backseat. Unfortunately, this frustrated the California Highway Patrol, who were directing traffic around the shoot on a half-mile strip of Highway 1.

“The cops were saying ‘Hold on,’ and I’m telling them to go,” Urbano remembers. “Then we pissed the cops off. Literally, they came up, and they were screaming at us, and they walked away and we all laughed inside the car. I was like, ‘Look guys, we have to pay attention to them because if they shut us down, we can’t use the highway.’”

The crew also had to film a deep pink, vintage Volkswagon Beetle convertible driven by three young actresses, who co-starred as 1D’s beach buddies in the video. For the models, Urbano called up his friend Francine Champagne at Vision Los Angeles, who cast Madison McMillin to play Styles’ love interest. McMillin, who now runs a clothing boutique, declined an interview, and in the past, she has been the target of many jealous Harry fans. Oddly enough, people have even set up fake social media accounts for her.

At night, they cozied up around a campfire, switching into hoodies and jackets. Despite a full day of working, everyone was still all smiles. “Honestly if I would’ve asked them to work 24 hours in one day, they would have,” Urbano says.

When the shoot wrapped, Urbano says he spent a “long time” cleaning the specks of sand out of his equipment. “Anything for the shot, though—I would lose a camera to get the shot,” he says. “Hey, there’s only one first video. You got to be good.”

… Epilogue ...

One Direction's last music video, 2016's "History," came 15 videos later. It features footage of their beginnings on The X Factor, behind-the-scenes tour clips and candid shots of the boys on the road (you can see the back of Urbano's head in one scene). In 2015, Malik left the band, but he's featured prominently in the visual, as a homage to the work the group had done together: five albums, six tours, three movies, 17 singles, millions of screaming fans. 

In the video, they've got beards, tattoos, flowy haut-couture frocks and a swagger that's been honed from intense stardom. It's the perfect wrap-up to the end of an era—one that went from bubblebum pop to having them become artists in their own way. And although "What Makes You Beautiful" jumpstarted that only five years ago, One Direction has carved its chunk of pop culture out since then, evolving with fans and turning five goofy boys into a phenomenon.

A few months after filming "What Makes You Beautiful," Urbano linked up with 1D again in Lake Placid, New York, to create the video for their second single, “Gotta Be You.” He also shot the cover of their second album, Take Me Home. He’s gone on to shoot with Keith Urban and Justin Timberlake.

Watson, who’s launched her own line of bags, styled the boys throughout their peak, and admits they’re good on their own now. “I’ve taught them well,” she says.

Kudelka is all ready to stage One Direction’s reunion, saying that he bumped into them at the 2014 VMAs while dancing in *NSYNC’s reunion performance, which he choreographed. “Maybe we could make them dance this time,” he says. “Just a little bit, right?”

And perhaps 1D can get Urbano back whenever they return from hiatus, too. “When they come back out," he says. "Round 2? That’d be cool."