This guitar-led ballad finds One Direction singing of a girl who broke their hearts. It was co-written by Jamie Scott, who also co-penned the Up All Night tracks, "More Than This" and "Stole My Heart" as well as the Take Me Home tunes "C'mon C'mon" and "She's Not Afraid." The British singer-songwriter's other credits include Enrique Iglesias' "Heartbeat", Michael Kiwanuka's "Home Again" and Matt Cardle's "Loving You."

Niall Horan recalled the first time Scott played them the song during an interview with UK radio station Capital FM. "We were in Nottingham on tour when we were touring the UK back in February and March," he recalled, "and we just came into a room one day and he was like, 'I've got this song that I've written and I want to play [it for] you.' And we just fell in love with it the second we heard it."

The One Direction guys contributed to the lyrics whilst "Best Song Ever" collaborators John Ryan and Julian Bunetta produced the tune. Scott recalled to MTV News that as soon as 1D heard his demo, "they freaked out and finished the song with us. It's always good to have their kind of input on lyrics and stuff just to make sure they're really singing what they're singing about."

The song is more folk-orientated than most of One Direction's previous offerings, but Scott told MTV News the quintet have the talent to pull it off. "It's not that hard a thing to do because the boys have really good voices, they've all got very different voices. Harry [Styles'] rasp is something that you can always lean towards... All the boys have such a great sound themselves," he said. "For instance the demo that we played the boys sounds a lot more folky than it does now. That's what amazing about their voices [when they record it] straight away it sounds like them."

With five vocalists, One Direction was well-suited for the huge chorus in this song, which is the focal point. The song opens with a guitar figure that continues under the first verse. There is a big change in intensity going from the verse to the chorus, and a cymbal swell acts as a transition.

After the first chorus, the drumbeat continues through the second verse. After the second chorus, the song breaks down with just acoustic guitar and vocal ("And I'll be waiting for this time..."), which serves as the bridge. After the third chorus, the song resolves with the music coming out, leaving the last line - the title of the song - bare.

The music video was directed by Ben Winston, who also helmed the clip for One Direction's previous single "Best Song Ever." The visual features the guys gazing at old family photographs and literally re-living the memories hey contain. We get to see: Zayn's sister, Niall's brother, Liam's parents and sisters Harry's mother and Louis' grandparents. The latter is an especially poignant scene as two of the folks in the picture are no longer with us, and in a moving moment, they fade and disappear before the recreation takes place.

This is the only track on Midnight Memories to be co-written by all five One Directioners, however all but two songs on the album bears the name of at least a single band member in the credits.

Jamie Scott told UK newspaper The Guardian in 2016 this is the song he is most proud of writing. He explained the reason was, "Because we changed the game for them. In the history of all boybands, they are usually on the way down [by the third album]. With that song I feel like we lifted them to another level."