One Direction hung out with -- for lack of a better phrase -- charming older ladies in the second behind-the-scenes video for 'Midnight Memories.'

The boys borrowed their slow-moving scooters and cruised the streets of London, all the while making fans out of these mature citizens. Thankful for their cooperation, the boys gave props to the little old ladies in this, the second behind-the-scenes clip from the song's video shoot.

"These incredible old ladies down there are braving it through the terrible weather," declares 1D member Louis Tomlinson in this minute-long clip. "I feel like going and giving them a hug." So he does.

One of the sweet ladies even says she wishes she was 50 years younger so she could hang with the 1D boys! They tend to have that effect on people, actually.

There will be ANOTHER Midnight Memory on the way. Of course we can't wait to see more of the set shenanigans from the super fun vid.