Video Fresh: Beyonce' & Adria Petty Get "Spontaneous" & Inspired From The Past For "Countdown" Video; Inspirations From Audrey Hepburn, Diana Ross & The Supremes, Josephine Baker.....

Via MTV:  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.

B gets inspiration from Diane and Audrey Hepburn for Countdown's classic

feel.                                                                               Credit: Roc4Life

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."

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.

"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."

I love the old skool vibe of Countdown and I love the pop culture references in the video.  Especially the Diana and Audrey homages.  Below are a few of my faves, via MTV, who debuted the video on Thursday.

Beyonce' Pays Tribute to The Past in Countdown:

Photo by Columbia/ Vogue/ MTV News

Donyale Luna: In March 1966, Detroit native became first black model to cover British Vogue, striking the eye-between-the-fingers pose for famed photog David Bailey. Beyonce, looking very Luna, shows off similar handwork.

Photo by Columbia/ Josephine Baker/ MTV News

The Banana Dance: Josephine Baker was just too hot for these United States in the 1920s, so she took her act to the one place where a black girl could get down without the prude police knocking down your door: Paris. While B isn't topless with a fistful of ripe Chiquitas strung around her waist, she does La Baker proud.

Photo by Columbia/ Paramount/ MTV News

"Funny Face": A gamine Audrey Hepburn dons Beatnik black in the West Village in the 1957 Fred Astaire musical. From the bunched white socks and loafers to the fancy footwork, Beyonce kicks off "Countdown" by nailing the silver-screen queen's iconic look — and dusts off some the Bebop moves!  

Photo by Columbia/ 20th Century Fox/ MTV News

"Valley of the Dolls": Campy 1967 film based on novel by Jacqueline Susann about three 20-somethings with Big Apple dreams who succumb to drugs (dolls) and drama. B's pink nightdress with purple hair bow look reminds us of the movie's promotional poster.

Photo by Columbia/ NBC/ MTV News

"Fame": Ragtag bunch of gifteds dance on tables at a New York City performing arts high school in 1982 TV series. Their leader (played by Debbie Allen) kicked off each episode with a pep talk about the high price of fame, but it's the studio and the modern dance duds that come to mind when we watch Petty's 2011 clip.

Photo by Columbia/ Getty Images/ MTV News

The Supremes: Motown girl group; legends. No one does Diana like Beyonce, here in a sparkly silver minidress and bouffant wig.

Photo by Columbia/ Piet Mondrian/ MTV News

Piet Mondrian: Early-20th century Dutch artist whose multihued, color-block pieces were hallmark of what he called Neo-Plasticism. The grid-like backgrounds in the video look like they could have been painted by Piet.

--Princess Carter

Credit: MTV & Roc4Life