Beyoncé's "Countdown" video plays up the singer's theatrical side. It pays homage to iconic films like "West Side Story" and "Funny Face," as well as '60s icons like the Supremes and Audrey Hepburn. The clip, co-directed by Adria Petty, is an eye-catching glimpse at the pop culture moments that reside in the creative conscience of the pop star.

While a lot of the video displays the singer's personality and spunk, as well as her ever-expanding baby bump, it's clear that Petty and her team worked hard to make sure they captured the spirit of the milestones they re-created in the video.

"I brought Beyoncé a number of references and we picked some out together. Most were German modern-dance references, believe it or not. But it really evolved," she told MTV News, calling it "an evolving, spontaneous process."

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"The references were then dispersed to her creative team (hair, makeup, wardrobe), and they interpreted them on the set in their own special way. Of course, one of the strongest wardrobe references was Audrey Hepburn in 'Funny Face' when she does the beatnik dance scene. I think a lot grew from there," Petty continued.

Shot over the last few months in New York City warehouses, the shoot was all about being able to squeeze in all of her work commitments while also trying to finish the elaborately set video.

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"The shoot was great. We had a number of brilliant dancers and musicians and a top-notch crew. Beyoncé brings in a number of her own people who are so hardworking. Our video was the fourth they had shot in five days," Petty said. "I love the creative team that works with Beyoncé because they can roll with anything and keep smiling. Everyone was really upbeat and excited because we all love the track and the opportunity to work with Beyoncé so much."