This is an exclusive One Direction Q&A, parts of which appear in the new Billboard. For the complete cover story, buy this week's issue.

"Midnight Memories," One Direction's third album (out November 25) is perhaps the most representative work of the band's five members to date, with the group contributing lyrics to 12 of the 14 songs on the standard edition (and an additional three on the 18-track deluxe.) It boasts more guitar work from member Niall Horan, and an abundance of references to '80s rock, from the Joan Jett-esque title track to the Police-worthy "Diana" and a more overt rewriting of Rick Springfield's "Jesse's Girl" on bonus cut "Does He Know."

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There's also a dual focus on a more mature, folk-pop sound, as evidenced by second single "Story Of My Life," and additional tracks like the Mumford-leaning "Through The Dark," and "Happily," which could go neck and neck with Avicii's "Wake Me Up!" for the year's most insanely catchy song to combine banjo and synths.

"The facts we knew going into the making of this album was that they were going to do a stadium tour, so we wanted to make sure these songs really felt at home when you play them for that many people live as well as when you put it on in your car," says Julian Bunetta, a veteran music producer on "The X Factor" who produced and co-wrote a large majority of "Midnight Memories" with the boys.

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Speaking with Billboard from the U.K. after a brief 10-day vacation, the band members seem refreshed and eager as ever to maintain the grueling pace of the last three years. "I'm a night owl, so the late-night recordings don't really bother me — as long as I can sleep in late!" says Zayn Malik of the recording process. Adds Harry Styles more succinctly, "I don't think it's that hard to stay focused. We get to go to amazing places and work with great people, it's just really fun!"

Bunetta wrote with the boys often individually or in pairs of two in hotel rooms and on tour buses across a half-dozen dates of the band's UK tour and another half-dozen in the States this past summer. "They're experiencing all this crazy stuff right now," he says. "It's like the prime ripe moment, they've been like sponges and now they want to express it and talk about it. They know who they are better than anyone and they also know what their fans want better than anyone."

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Horan will admit to the occasional bout of homesickness, however, which plays out in album cut "Don't Forget Where You Belong." "Luckily, I have my four best mates on the road with me to keep me from getting lonely," he says. "Of course we all miss home at times. Who wouldn't, being on the road all year long? Wouldn't give it up for anything though."

"Midnight Memories" is the next phase in a whirlwind 2-year period that has seen the band sell over 35 million records worldwide, many of which were sold in the United States, the U.K. band's biggest market. Debut album Up All Night has moved 1.9 million copies since its Stateside release in March 2012, while last November's Take Me Home has nearly matched it with 1.8 million copies, according to Nielsen SoundScan. Both albums debuted at No. 1 on the Billboard 200, making One Direction the first British band to enter the top of the chart with its first two albums since The Beatles. The band has also sold 15.6 million singles in the U.S., led by debut hit "What Makes You Beautiful" (4.4 million copies) as well as "One Thing" (1.5 million), "Live While We're Young" (1.2 million) and Midnight Memories' lead single "Best Song Ever" (1 million.)

On the touring front, One Direction has grossed $78.3 million on 81 of the 134 shows the band has reported to Billboard BoxScore thus far, with an attendance of 1.2 million to the group's first global arena tour. The band took home the Breakthrough Award at Billboard's Touring Awards this month, and is set to embark on an even bigger tour of stadiums in 2014 that starts April 26 in Colombia. Oh, and their concert documentary This Is Us took in a worldwide gross of $68 million, according to Box Office Mojo.

Also part of of that building empire are brand deals with Mondelez International and Office Depot, which sponsored the 2013 tour and are expected to continue their relationship with the group in 2014, a global fragrance licensed to Elizabeth Arden in the U.S. called Our Moment and a book ("One Direction: Forever Young") published by Harper Collins. Manager Ricahrd Griffiths, a principal at Modest! Management, is open to further brand partnerships, but within certain criteria. "They've got to work with us from our scheduling point of view – there's a limit to how much we can do on the road. And we won't get involved with alcohol or fast food."

Just don't use the "B" word around Simon Cowell, who was a judge on the UK "X Factor" when the boys were first paired together in 2010 and founded One Direction's label Syco Music. "I don't like thinking of them as a brand, to be honest with you. They're just five guys doing incredibly well, and if the money comes in, even better."

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Where previous boy bands have gotten burned out by such a relentless pace, or others have split to go solo, Sony, Columbia, Syco, Modest! and the boys themselves remain committed to One Direction. In fact, they've just renewed their label deal for another three albums, the next of which (the band's fourth) could arrive as soon as November 2014.

"We just love what we're doing right now. We've got no intention to change that," says Liam Payne.

Adds the band's Louis Tomlinson, "Who knew we would be here three years ago? We're just going to focus on tomorrow and go from there.

"Eventually they probably will split and up and maybe want to have their own careers," says Cowell. "The choice is theirs, and we've got the opportunity to do both. But from what I hear, they're really enjoying what they're doing and we don't feel there's anything seriously wrong here. They're getting more time off and I hope they stay a band for a long time."

On the eve of the band's 1D Day, a seven-hour live-streamed event beginning Saturday (Nov. 23) at 2pm E.T. at YouTube.com/OneDirection, the band's five members spoke with Billboard in an exclusive Q&A, excerpts of which appear in this week's Billboard cover story.

Congrats on "Midnight Memories"! What was it like taking a more active role in the writing process this time around?
 
Louis Tomlinson: Thank you! Yeah, I mean we've always wanted to get involved on the writing side and while we've been on tour this year we've been able to do that, we've written on 15 of the 18 tracks and we're really excited for everyone to hear them.
 
Liam Payne: Yeah, like Louis said, we've worked really hard on this album and been really involved so we're really looking forward to getting it out there. Performing these tracks as well we'll remember which city we were in when we wrote them and who was there, that'll be cool.
 
What are some ways your personal tastes in music personified themselves in these songs?
 
Harry Styles: I think we all have really different taste in music, Niall's really into his 80's rock and you know Zayn and Liam are more into R&B. I think you can really feel our musical influences throughout the album.

How are you feeling about the reception to "Story Of My Life" thus far?
 
Zayn Malik: It's been really amazing!
 
Louis: Yeah we're just glad everyone seems to like it. Ben Winston shot an amazing video for us, and all our families got to be in it too, so it's been a cool song for us to work on.

You've spent a lot more time in the States this past year – what have you enjoyed most about your time here?

Niall Horan: The sun. It's always sunny in America!

Liam: The waves — love the surf they have.

Louis: Same, love to surf whenever we have some downtime.

Zayn: The food.

Harry: Each city has something different to offer, I really loved Memphis.
 
You're about to go on a major stadium tour in 2014. How do you stay rested and focused on the road amidst all the travel and late-night recording sessions?

Harry: I don't think it's that hard to stay focused. We get to go to amazing places and work with great people, it's just really fun!

Zayn: Yeah I'm a night owl so the late-night recordings don't really bother me — as long as I can sleep in late!
 
"Don't Forget Where You Belong" is a particularly personal song. Do you get homesick a lot?

Niall: All the time, luckily I have my four bestmates on the road with me to keep me from getting lonely. But of course we all miss home at times. Who wouldn't, being on the road all year long? Wouldn't give it up for anything though.

NEXT PAGE: ONE DIRECTION ON ROCK, RECORDING, AND THE FUTURE

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