"I Won't Say (I'm in Love)" was written to replace a slower, more emotional ballad Menken had originally intended for Meg, entitled "I Can't Believe My Heart"; the song was discarded because Meg's animator Ken Duncan felt that it did not complement her strong personality.Menken based "I Won't Say (I'm in Love)" on songs he had written for his musical "Little Shop of Horrors" (1982).