 The music video was released on Vevo on May 21 , 2013 . The video was directed by Rich Lee . The video features Levine and Emily Ratajkowski as his love interest , as well as the members of the band , covered in grey paint . Levine initially paints himself out of a purely white background and then paints Ratajowski in front of him . The last scenes feature the band member 's instruments spraying paint when played continually , a girl dancing seductively , and Levine and his love interest passionately embracing - all while covered in grey paint . In the very last scene , Levine reverses what he has done , removing all the paint from the scene , leaving no trace of them behind . 
