However, Meg's supervising animator Ken Duncan disagreed with Menken's song because he believed the character was "too tough" and "hardened by life" to perform such a soft ballad. Menken originally composed a "soaring" ballad entitled "I Can't Believe My Heart" for Meg to sing in the film, which he had intended to serve as a solo that conveys the heroine falling in love with Hercules. "I Won't Say (I'm in Love)" was written by composer Alan Menken and lyricist David Zippel. American girl group The Cheetah Girls covered the song in 2005. American singer Belinda Carlisle recorded a pop rock version of "I Won't Say (I'm in Love)" for the film's soundtrack. While not one of Disney's most popular songs, "I Won't Say (I'm in Love)" has developed a reputation as one of the studio's most underappreciated. "I Won't Say (I'm in Love)" has been positively received by both film and music critics, who enjoyed its girl group-inspired arrangement, as well as Egan's sultry delivery and the song's refreshing difference from traditional Disney ballads some critics even dubbed it the film's best song.
Menken based "I Won't Say (I'm in Love)" on songs he had written for his musical Little Shop of Horrors (1982). "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. Meanwhile, the Muses insist that she stop denying her feelings for him and embrace them instead. In its accompanying musical sequence, Meg realizes that she has reluctantly begun to fall in love with Hercules but constantly refuses to admit this.
Similar in style to songs recorded by American girl groups The Ronettes and The Supremes, its lyrics are about denying having romantic feelings for someone and parody those of traditional love songs. "I Won't Say (I'm in Love)" is a mid-tempo R&B and doo-wop ballad reminiscent of the 1950s music that incorporates elements of Motown music and teen pop. Thomas, LaChanze and Roz Ryan provide girl group-style backup vocals as the Muses.
Included on the film's soundtrack, the song is performed by American actress and singer Susan Egan in her role as Meg, the film's heroine and Hercules' love interest, while singers Cheryl Freeman, Lillias White, Vaneese Y. Give up give in check the grin you're in love, you're doing flips read our lips you're in love." I Won't Say (I'm in Love)" is a song written by composer Alan Menken and lyricist David Zippel for Walt Disney Pictures' 35th animated feature film Hercules (1997). You keep on denying who you are and how you're feeling, baby we're not lying girl we saw you hit the ceiling, face it like a grown up when ya gonna own up that you got got got it bad. I thought my heart had learned its lesson, it feels so good when you start out, my head is screming get a grip girl unless you're dying to cry your heart out. Try to keep it hidden honey we can see right through you girl you cant conceal it, we know how your feelin who you're thinking of. Who ya think your kidding he's the earth and heaven to ya. If there's a prize for rotten judgement, I guess I've already won that.No man is worth the aggravation, thats ancient history been there done that.
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