On Joe Henry's ninth album Scar, you'll find a song called 'Stop'. When he recorded it somewhere in 1999, his wife - Madonna's sister Melanie - advised him to send it to Madonna. And Melanie was right, because Madonna loved the song and re-arranged it with Mirwais into a beautiful track, called Don't Tell Me. Most of the lyrics from Stop were used, but the song got a completely different rhythm and groove. However, he claimed, "If I was going to pitch something to her, I could probably dig something up, but it certainly wouldn't be this." Later, his wife sent Madonna a copy of the demo, but it was so musically different from the record she was making that she didn't know how she could make any use out of it. After some time, he was talking to Madonna on the phone and she asked to rearrange the track to fit in better with the album, recording the song months later. Henry claimed in an interview that he was surprised that, lyrically, it remained completely intact.
The song was composed using common time in the key of D major, with a moderately tempo of 97 beats per minute. Madonna's vocals range from the lower octave of G3 to the higher note of A♭4. "Don't Tell Me" was considered "a country meets dance" track with trip hop beats infused with an acoustic "folksy" riff.
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