In case you didn't notice, Beyoncé's rocking one major baby bump in her "Countdown" video.

The clip, co-directed by Adria Petty, features not only several references to the '60s but also a smiling Beyoncé showing off her pregnancy.

Find out what else the director had to say about the video shoot!

"When you work with Beyoncé, you are not only working with an intelligent and strongly collaborative individual but you are also usually battling with time and the given circumstances in her work life at that moment and, in this case, her personal life," Petty told MTV News last Friday. "So it's an evolving process that remains flexible," she explained. "The target we are always trying to hit is something that feels good and genuine for her."

When it came to B's look, Petty said the baby bump was pretty much inescapable. "When we first started shooting, she had not made that announcement and I do not believe that was the goal. But as the process evolved, I believe she wanted that to be celebrated in the video," she said.

The director added, "It was shot per Beyoncé's availability over a couple of months. She did her Roseland shows and the MTV Awards in the interim. I believe she had a number of commitments and had not anticipated her special arrival."

Despite having a baby onboard, Beyoncé bounces around in the "Countdown video — a lot. And it's that joie de vivre that's captured in the candy-coated clip. "I believe the video speaks for itself. But it is mostly just fun, flirty stuff that feels good for B," Petty said. "I think it is iconic, playful and romantic like the song itself."

Of the many set-ups in the video, Petty shared her favorite with us. "My favorite scenes are the 'me and my boo' scenes, the hipster dance and the sort of avant-garde, 'Flashdance' stuff. The amazing, cool cat choreographer Frank Gatson Jr. and I worked hard in rehearsals to get those grooves going," she said. "And they make me super happy and were really fun to shoot."

While fans buzz about "Countdown," the busy mom-to-be is already preparing to drop her next video, for "Love on Top."

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