 The single 's accompanying music video was directed by John Urbano , who had previously directed the band 's music video for " What Makes You Beautiful " . While predominantly filmed in Lake Placid , New York , in October 2011 , the clip 's opening sequences were shot at the State University of New York at Plattsburgh . In October , the group told Digital Spy that they feared a crocodile attack when shooting the video . They also told Capital FM correspondent Kevin Hughes that the clip would be a significant transition from their previous music video ; Malik described it as poignant and Louis Tomlinson reflected , " The first one was all about having a very fun song , but this song is a bit different . " 
