Carl Falk told the story of the song to Examiner.com
: "It was the first song we did for One Direction. It was hard at first for us to be convinced that a boy band like One Direction would work. How do you do this without sounding outdated or copying someone else? What we thought and what was clear about 'What Makes You Beautiful' was we had a vision of going back to the '90s, and bringing a little bit of that sound from 1999 — like the sound choices and instruments — and just do an updated version of that.
If you look at the One Direction fans who are between 10 and 14 years old," he added, "they haven't grown up listening to music that I did when I was growing up, like 'I Want It That Way
' [from the Backstreet Boys] or 'Bye Bye Bye
' [from N Sync]. So we started to experiment with sounds and riff and everything. It didn't take long.
Savan had the title already. We all loved it. It's kind of cool to say, "You don't know you're beautiful. That's what makes you beautiful." That takes it from being a beautiful title to a really smart concept. So everything just clicked.
The same thing happened with the production. It didn't take long before we had a really good demo of the song. If you listen to the first demo we did of the song, that's kind of the direction the song took."