Songfacts®:

• This acoustic ballad is one of two songs penned by Ed Sheeran for One Direction's Take Me Home album. "The two songs that I wrote for One Direction's album are, they're the same subject matter as the last song I wrote for the last album 'cause they're from the same batch of songs," Sheeran revealed to MTV News. "They're both about my ex-girlfriend."
  
  Sheeran added that this, "is an appreciation song." He went on to explain: "It was written about the best things about someone, kind of like the things you wouldn't expect."
• Sheeran penned his songs for One Direction when he was in his teens and they were inspired by a relationship he was in at the time. "I had a wicked girlfriend at 17. She was great," he told MTV News. "Actually my + album is pretty much about her. So she spawned off a lot of songs."
• Sheeran told Capital FM he wrote this with a young singer-songwriter called Fiona Bevan, only to lose the song. "I've kept in touch with Fiona, we've done gigs and stuff and about two months ago she sent me the tune and was like, 'Oh, do you remember this?,'" he recalled. "I was like, 'Yeah, I do remember that', and I was in the studio with the One Direction boys at the time and I was playing it and they were like, 'We really like that'."
• The song contains one of Sheeran's favorite lyrics. He told Capital FM: "It's got one of my favorite lines that I've ever written in a song. Harry says, 'I know you never like the sound of your voice on tape and you never like to know how much you weigh and you still have to squeeze into your jeans but you're perfect to me'."
• Sheeran expanded on the acoustic guitar ballad to MTV. "It is kind of a very sweet song," he said. "It was written about the best things about someone, kind of like the things you wouldn't expect. You'll have to hear it." Those 'little things' include all those seeming imperfections and idiosyncrasies, like the 'crinkles by your eyes,' and 'that you talk in your sleep.'"
• The song's black and white music video was directed by Vaughan Arnell, who also helmed the clip for "Live While We' re Young." It's a straightforward visual that shows the boys performing the track in the recording studio. "When I first heard the track, the mix on it was so simple and so pure and you could hear all the qualities of the voices on the track, I just wanted to come up with something that when the viewer watched it, it was almost like sitting there listening to the boys sing the track," the director told MTV News.
  
  "And I thought there are so many ways you can shoot a ballad," he continued. "And I thought the most pure way to do it was like if you were going back into the recording studio when they recorded it for the first time, to make it as uncontrived as possible and that you really got the qualities of their voice coming through without any other bulls--- or effects in the way of it. I wanted to try and create something that was very pure."
  
  Despite its simple concept, the shoot turned out to be more complicated than Arnell or the boys anticipated. "I think at the time of the idea they were [excited], but then when we came to shoot it I think it was one of the hardest things I've ever done," he told MTV News. "Because we were in the studio for over twelve hours and I think just to sit there and kind of perform it over and over again because I was just trying to get different shots, different angles, different qualities. It was a really tough shoot because they had to keep their energy going and keep the vibe going. I think they liked it, but I think in the end it was a tough one just to sit there and keep interested. It was a simple idea, but a tough shoot."
• The song was One Direction's second chart-topper in the UK following their debut single, "What Makes You Beautiful."
• One Direction hadn't even intended on recording the song when they first hit the studio with Sheeran. "That one actually wasn't one of [them] we were supposed to be recording," Harry Styles told MTV News. "We went in to record a different one of his and he said 'I've written something else if you want to hear it'... he wrote it and then played it to us in the session when we were supposed to record something else and we said 'All right, we want to record that now.'"
• One Direction performed the song live at the 2012 Royal Variety Performance for Queen Elizabeth II.