How ‘What Makes You Beautiful’ Became One Direction’s Perfect Intro

When One Direction were eliminated from The X Factor UK after 10 long weeks of learning to be in a band together, they made their exit with a promise: “We’re definitely going to stay together. This isn’t the last of One Direction.” But it wasn’t really up to them. The future of the band came down to the fans — not just the ones who voted them into third place on the competition series in 2010, but the millions who followed and continue to celebrate their legacy now, more than a decade after their final performance together.

One Direction were ultimately right — and to the tune of more than 70 million records sold worldwide, five studio albums in as many years, and four world tours. Their music, an exhilarated fusion of pop, rock, and perennial hooks, is woven into the fabric of a generation. In his latest book, A Whole Lotta History, journalist and co-chief content officer at Billboard Jason Lipshutz pulls at the threads of the music left behind by one of the most defining acts in pop history. What unravels is a long overdue appraisal of one of this century’s greatest pop-rock bands. 

In this exclusive excerpt from A Whole Lotta History, Lipshutz dives deep into the lightbulb moment that changed it all: “What Makes You Beautiful.” One Direction’s debut single was released on Sept. 11, 2011, just under one year after their stint on The X Factor concluded. While their fans were online building the most complex and connected community in boy band fandom history, they were in the studio recording what would become the first official entry in a catalog that would completely override the boy band formula.

IT STARTS WITH a wave crashing, then a hand tapping in rhythm on a steering wheel. The music video for One Direction’s “What Makes You Beautiful” opens by transporting us to an idyllic setting: a sun-kissed beach getaway, soundtracked by a shimmering guitar lick on a car stereo. The five boys are shown strolling on Malibu sand, sporting crisp T-shirts and rolled-up pant legs; they move in slow motion, careful not to get too close to the water’s edge. The shot fades into a close-up of Liam, his perfect coif billowing in the ocean breeze. “You’re insecure, don’t know what for,” he declares, letting his accent thicken his words and turning to the side in between lines to reestablish his smolder.

From there, the video showcases Harry’s radiant curls, Zayn’s pierced-ear cool, Niall’s gap-toothed smile, Louis’s easygoing charm. The boys frolic in the sand, playfully wrestle with each other, and drive an orange camper van; some young women join the fun midway through, running across the dunes alongside the group. A fire burns as day bleeds into night, and everyone lifts sparklers toward the sky —but not before Harry serenades one lucky lady, as he takes a serious-face solo turn during the bridge.

Every facet of “What Makes You Beautiful” clicks on the first listen, from the disarming charm of the verses to the joyful propulsion of the chorus to the stomp-along of the bridge to Harry’s stripped-down rendition of the hook before the production kicks back in. For as many fans were waiting for One Direction’s debut single, “What Makes You Beautiful” is also a pitch-perfect introduction to a new group— instead of being defined by one sound or style, the members’ combined chemistry, the way that their voices join together in ecstatic harmony, represents the song’s driving force.

“What Makes You Beautiful” landed as a watershed moment for One Direction — not only as their debut single, but as the first piece of original music that the group had ever performed. The song delivered on the hype produced by The X Factor, and justified the screams that One Direction had already invited with their performances of cover songs. It ended the extended wait for a tune of their own, stretching nearly nine months from the end of the show, and set up the group’s first proper album era. And after only having a vague idea of what they might sound like for the entirety of their existence, a sonic blueprint for One Direction was at long last established and embraced.

All these years later, “What Makes You Beautiful” is still a steamroller, but also an intricate machine: When it’s not bowling you over with its size and spirit, it’s full of newfound delights on the thousandth spin. It remains the type of pop song that leaps out of the speakers, capable of rearranging the brain chemistry of whoever interacts with its dizzying energy. It’s still the type of pop song that makes people fall in love with pop music.

When Simon Cowell began talking to Rami Yacoub and Carl Falk about producing for the group, he pointed away from turbo-pop, toward something with time-honored instrumentation. “Simon’s wish [for a sound] was more organic, more guitars, big drums,” Rami recalled. They were tasked with creating a natural pop sound, at a moment when the mainstream was heavily synthetic. They also needed something that sounded current instead of a late-’90s retread — as Rami put it, “We couldn’t go back and do One Direction like the Backstreet Boys.” So their assignment was to come up with a current sound that didn’t sound like anything that was huge at that moment, but that would also be huge.

Easy enough, right?

Savan Kotecha’s kernel of an idea — a song about telling a girl that she’s way more beautiful than she realizes, which in turn makes her even more beautiful — became the lyrical hook, and from there, the three producers spent a few weeks setting up the instrumental scaffolding around it. The tone for “What Makes You Beautiful” is set by its opening guitar riff, a clipped, stuttering little electric lick that not-too-subtly nods toward the sun-kissed guitar line from the Grease hit “Summer Nights.”

That “Buh. Buh-NUH. Buh-NUH-NUH-NUH” riff is paired with some echoing cowbell thwacks, a combination that quickly establishes a relaxed atmosphere, and steeps the song in a classic pop-rock mold. It’s purposeful, too. That riff recalls the opening three-note piano hook of another song co-produced by Rami, Britney Spears’s “…Baby One More Time,” in terms of immediacy and confidence — as if declaring to the listener, you will remember this guitar lick.

And melodically, “What Makes You Beautiful” contains a similarly crackling tension, typified by the duration of the notes: The choppiness of the verse lines (“You’re turning heads / When you walk / Through the do-o-or”) gets smoothed out on the pre-chorus (“Everyone else in the room can see it”). The conflict and resolution are also heard in how the solo verses yield the group chorus — individual voices on display, and then, collective power.

The song fully explodes as the stuttering drums slam down, the keys are stabbed with certainty, and the five members’ voices slide upward on the opening line “Baby you LIGHT UP MY WORLD LIKE NOBOD-D-DY ELSE!” When the chorus to “What Makes You Beautiful” kicks in, it’s like someone has adjusted the brightness setting on the entire world.

By the time he started working on “What Makes You Beautiful,” Savan had already spent years learning how to mold new hits under Max Martin — but his experience as a vocal coach on The X Factor exposed him to decades-old pop staples, too. Part of his job was scavenging through popular songbooks and figuring out how to present household-name songs for new audiences. “We constantly searched and rearranged classic pop songs for the contestants to sing,” said Savan, “so I got to do a lot of pop music ‘research.’”

In addition, Savan’s familiarity with the members’ individual skills from the X Factor days helped put them in a position to succeed when it was time to arrange their first original music. He knew the contours of Harry, Niall, Louis, Liam, and Zayn’s voices, and how they could be utilized in a hit single — even thinking about the balance within Backstreet Boys’ biggest hits, as a reference point for arranging One Direction’s vocal delineation. 

“Harry’s got that raspy thing that A.J. McLean had, and Liam’s got the Nick Carter kind of reliability,” Savan noted. “I used to study Backstreet’s songs, so when I got to write for One Direction, I was like, ‘Finally, a group that I can sink my teeth into.’”

One Direction deliver “What Makes You Beautiful” without an ounce of irony, but their earnestness never feels cringey, or overly family friendly. Perhaps that’s because the five members practice persuasion on multiple levels throughout its entire run time — trying to cajole a girl into understanding how beautiful she is, and to get their unseen listener to join in on the song’s fun. In addition to the gang-vocal chorus and the “Come on!” interjections, the bridge is designed for arena sing-alongs, with clapping percussion and “na-na-na” vocals that beg its audience to participate. They presented an all-ages brand of pop on the song, but made sure to convey that their brand was a blast.

The “What Makes You Beautiful” music video, which was filmed across two days in July 2011, underlines that persona: The boys are dashing and well-dressed, but they’re eminently approachable, presented as teens playing around in the warm sunlight rather than models hulking across the dunes. Instead of striking poses — or engaging in any coordinated dance moves — they run up a hill, kick around a soccer ball, push each other off a log, and swing Niall on a beach blanket. These images would become online iconography, in the same way that a previous generation memorized *NSYNC’s “Bye Bye Bye” choreography or BSB’s “I Want It That Way” outfits — a new type of timeless boy band visual, primed for Tumblr instead of TRL.

The innocent fun of the “What Makes You Beautiful” music video felt like a throwback to a different time in popular music, especially as it landed at a moment when Top 40 radio was being dominated by hedonistic dance-pop. When One Direction’s debut single was being prepped for release over the summer of 2011, some of the biggest hits in the world were LMFAO’s “Party Rock Anthem,” Pitbull’s “Give Me Everything,” and Katy Perry’s “Last Friday Night (T.G.I.F.).” Compare those songs to the linchpin chorus lyric “The way that you flip your hair gets me overwhelmed!” and it’s clear that “What Makes You Beautiful” would arrive in the world as a smart piece of pop counterprogramming.

The members of One Direction knew that “What Makes You Beautiful” was special before its release. After Savan sent Harry a demo of the track, he quickly received a text message back: “I think you got it. I think you got the one here.” In the weeks leading up to its release, the boys’ excitement to share what they had come up with was palpable. “I think we’ve found the perfect song,” said Liam, “so hopefully it all goes well and everybody loves it.”

That’s . . . pretty much what happened. When “What Makes You Beautiful” was released on September 11, 2011, the immediate commercial returns were staggering: The song became the fastest-selling single of the year in the UK, debuting at Number One on the singles chart with over 153,000 downloads in its first week. One Direction burst into the mainstream with what remains a defining single, and one of the best all-around pop songs of the twenty-first century.

The wave crashed down with “What Makes You Beautiful.” And then, One Direction soared upward.