In the Colin Tilley-directed "U Smile" video, Justin Bieber meets some girls on the street and becomes smitten with one of them. He then takes her to hang out with him at a big concert hall, where he makes her swoon by playing the piano for her.

The sugary-sweet clip is up for Best Male Video at the 2011 Video Music Awards, and Tilley, who also worked with Bieber on "Never Let You Go," spoke to MTV News about the behind-the-scenes of making the video just days before the VMAs go live Sunday.

The video opens with Bieber meeting some fans outside a theater, and the Flip cam footage they used for audio ended up making the final cut. "During this scene, we were only outside for 15 minutes, but literally paparazzi were everywhere," Tilley recalled. "It was pretty difficult, but I'm happy with the finished product. This whole intro scene was actually done very fast, because we didn't have much time before the sun set, so we really just had to go full-throttle."

While paparazzi and nature proved to be obstacles, a third was making sure that Tilley cast the perfect leading lady. "The girl's gotta be really great ... she was really nice and she did a great job," he said. "Justin and her clicked really well."

The video is actually pretty simple, with the focus of it being on "our classic piano in this beautiful theater, lots of great lighting. This is pretty much focused on Justin's performance.

"This song, in general, when I first heard it, I kind of got the feel that it was a more mature feel for Justin," Tilley continued. "So we took a more mature approach in the video, focusing on him as an artist and as a kid growing up. ... For me, this was kind of the place he goes every night to practice, so he was willing to take this girl he saw on the street and take her into his world."

For Tilley, the standout shots are of Bieber hanging out in an alleyway, calling to mind the images in Michael Jackson videos. "This is probably my favorite setup in the video," he said. "In this alleyway, it had a whole Michael Jackson feel. It was pretty iconic for Justin at the time."

As it turns out, the video was shot right after the 2010 VMAs, when Bieber took home his first-ever Moonman. "The night before, he had won an award and he just came to set with a great attitude; he was super positive," Tilley said. "I hadn't worked with Justin for probably a year. He's so much fun to work with. He's got a really cool attitude on set."

The 28th annual MTV Video Music Awards will air live Sunday, August 28, from the Nokia Theatre in Los Angeles at 9 p.m. ET/PT, following the Selena Gomez-hosted pre-show at 8. See the list of nominees, revisit last year's highlights and vote for Best New Artist by visiting VMA.MTV.com.