I Won't Say (I'm 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). 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. Thomas, LaChanze and Roz Ryan provide girl group-style backup vocals as the Muses.

"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. 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. In its accompanying musical sequence, Meg realizes that she has reluctantly begun to fall in love with Hercules but constantly refuses to admit this. Meanwhile, the Muses insist that she stop denying her feelings for him and embrace them instead. "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 compliment 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).

"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. 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. American singer Belinda Carlisle recorded a pop rock version of "I Won't Say (I'm in Love)" for the film's soundtrack. American girl group The Cheetah Girls covered the song in 2005.

Background and context
"I Won't Say (I'm in Love)" was written by composer Alan Menken and lyricist David Zippel. 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. 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. The writers agreed that Meg "wasn’t a ballad kind of girl." Therefore, Menken was prompted to write "I Won't Say (I'm in Love)", the style of which he based on some of the girl group songs he had written for his stage musical Little Shop of Horrors (1982), with which "I Can't Believe My Heart" was ultimately replaced. Although she enjoyed the first song, actress and singer Susan Egan, who voices Meg, agreed that the slower "I Can't Believe My Heart" was not suitable for her character because she felt that it was "too straightforward and literal", whereas "I Won't Say (I'm in Love)" expresses a similar meaning, albeit "the way Meg would—without admitting any of it."

Egan joked that although "I Won't Say (I'm in Love)" was "fun" to perform, she felt much more "white" than usual recording alongside the five singers cast as the Muses, who provide the song's back up vocals. Familiar with singers Cheryl Freeman, Lillias White, Vaneese Y. Thomas, LaChanze and Roz Ryan's Broadway work, Egan felt intimated by their powerful voices and riffing abilities. Egan recalled, "Alan would say, 'Okay Lillias (White), just do a riff over there and LaChanze, you do a little something over here and Susan, just at the end, get from this note to this note and just do a riff.' I raise my hand and I'm like, 'Umm, can you plunk it out on the piano?' He looks at me like, 'Are you kidding?'" While it took Egan half an hour to solidify only one of her riffs, the other singers recorded multiple takes of theirs within that same time; Egan was greatly humbled by the experience. On the film's soundtrack, only Egan and Freeman are credited as vocalists on the track. Menken also produced the song. Danny Troob arranged the song while Michael Kosarin conducted the orchestration.

Like most Disney heroines, Meg sings about the experience of falling in love with the film's hero; "I Won't Say (I'm in Love)" expresses Meg's conflicting feelings over Hercules, who she insists that she does not love, only for her claim to be continuously disputed by the muses. Recognized as Meg's signature song, "I Won't Say (I'm in Love)" has been identified as the character's "big moment of romantic realization" in Hercules. Prior to "I Won't Say (I'm in Love)", the audience has only been exposed to Meg's cynicism; the song finally reveals that Meg's cynicism is actually a reaction to her romantic side, uncovering the "misunderstood nature" of the character. "I Won't Say (I'm in Love)" reveals that the Meg has fallen in love too fast before, and explains that she is afraid of repeating the same mistake once more with Hercules. Despite her best efforts, the character realizes that she has in fact begun to develop feelings for Hercules much to her chagrin, but at first refuses to admit this; the song allows Meg to "work through her denial", by "alternating between fantasizing about how delightful it would be to be loved by Herc, and stomping her foot in anger at the very thought." Resembling an "admonishing" exchange between Meg and the Muses, "I Won't Say (I'm in Love)" is Meg's attempt to avoid the clichéd storylines of her predecessors. Finally, after strolling a Greek courtyard while performing the song accompanied by the Muses who insist she is in denial, the character's resistance eventually proves futile and she ultimately relents, with the Muses "taunts her into honesty". According to Taylor Weatherby of Billboard, the character "finally comes to a conclusion to which many a girl (or guy) can relate". Tracy Dye of Bustle described the scene: "Joined by The Muses, Meg attempts to vehemently deny her amour for Hercules". Writing for film critic Eric D. Snider's website, Kimber Kay joked that Meg "tries her best to give a top 40 rendition of her solo song, but it gets stolen by the magnificent Muses." Additionally, the musical number predicts that one of Hercules' most difficult challenges will be trying to change Meg's opinion of him. Writing for The Daily Dot, Aja Romano cited the song as Meg's "I Want" song.

Music and lyrics
At two minutes and twenty seconds long, "I Won't Say (I'm in Love)" was written in the key of C major at a tempo of 100 beats per minute. Performed "freely" in the style of a mellow, 1950s girl group song, the ballad features Egan's "sultry" vocals. Adhering to "the R&B motif" Menken employs throughout the entire soundtrack, the pop song incorporates doo-wop. Featuring "cooing shooby-doos and sha-la-las" by the Muses, who perform "gospel-tinged" back up vocals and riffs on the track, Jeffrey Gantz of the Boston Phoenix compared Egan's "soaring" vocals girl group The Ronettes. Describing "I Won't Say (I'm in Love)" as "a traditional Disney [heroine's] lament," Vulture.com's Lindsey Weber acknowledged its "unique Motown edge", comparing the Muses to The Supremes. Musically, Irving Tan of Sputnikmusic described the teen pop-influenced "I Won't Say (I'm in Love)" as "the closest the Herculean villa ever comes to approximating a Broadway show". Identifying the track as a "self-aware ballad", Thomas S. Hischak observed that the song adheres to the comedic tone of the rest of the film's soundtrack in his book 100 Greatest American and British Animated Films. Combined, Egan and the Muses' vocals span two octaves, from G3 to C5. Egan's vocal performance is more restrained than those of the actresses who voice Ariel from The Little Mermaid (1989) and Belle from Beauty and the Beast (1991). Chelsea Fagan of Thought Catalog described Egan's voice as "sarcastic" and "smoky", while Billboard 's Taylor Weatherby called it "soulfully belt[ed]". Allison Shoemaker of Consequence of Sound likened the Muses to a Greek chorus. Although the Muses are voiced by five actress, the song is only performed in three-part harmony. Lyrically, "I Won't Say (I'm in Love) is a love song about denial, specifically one's reluctance to fall in love or admit to romantic clichés. Meg voices how cliché and insufficient love can feel. Parodying "classic" love songs, "I Won't Say (I'm in Love)" differs in style from love songs usually associated with Disney films by offering "a unique spin". Rob Burch of The Hollywood News dubbed "I Won't Say (I'm in Love)" an "anti-love song". Described as an "emotional barnstormer", the song begins with Egan singing the lyrics "If there's a prize for rotten judgment I guess I've already won that", which is soon followed by "Been there, done that". Thought Catalog 's Chelsea Fagan believes that the first verse "sums up in four lines everything that we’ve ever tried to convey while on our third drink out at the bar with the girls", joking, "I believe this song would come shortly after dancing in a circle with all women, but just before the tearful texting of your ex". Comparing the backup vocals to the work of The Blossoms, Musicological Identities: Essays in Honor of Susan McClary author Jacqueline Warwick observed that the backup singers constantly contradict the lead singer in the form of a call and response, proving crucial to the theme of the as the lead vocalist is denying exactly what the backup singers and listeners believe.

Fagan believes that the song expresses "the hesitancy savvy women everywhere feel when trying to stop themselves from falling head over heels". Gantz described the Muses' line "Face it like a grown-up/When ya gonna own up/That ya got got got it bad?" as "admonishing". Calling the song a "self-aware ballad", The Oxford Companion to the American Musical: Theatre, Film, and Television author Thomas S. Hischak observed that its lyrics are "filled with sly anachronisms". Meanwhile, in his book The Disney Song Encyclopedia, Hischak referred to "I Won't Say (I'm in Love)" as a "contradictory love song ... in which Meg denies her true feelings yet admits that she is quite taken with the brawny and naive hero Hercules", additionally observing the Muses' "oohs" and "ahs." According to D23, "I Won't Say (I'm in Love)" is a love song "For those who don’t want to admit their hearts’ desires," as the protagonist refuses to admit her true feelings for her love interest until the very last lyric. Despite being a parody of love songs, "I Won't Say (I'm in Love)" is nonetheless considered to be a love song itself. The song's last line is: "At least out loud, I won’t say I’m in love."

Reception
"I Won't Say (I'm in Love)" has garnered positive reviews from both film and music critics, some of whom even identified it as the film's best song. Aja Romano of The Daily Dot hailed the song as Hercules ' highlight that "satisfies us every time". Writing for Indiewire, Greg Ehbar cited "I Won't Say (I'm in Love)" as his favorite, describing the song as one of the film's "truly great tunes". Ella Ceron of Thought Catalog called the song "a pop song made on Olympus." Irving Tan of Sputnikmusic was especially kind towards the song, which he hailed as "the ultimate pantheon of Grecian achievement". Tan continued, "the five Muses prov[e] that their pillow talk skills are right up there with the best of them", concluding, "The track also works well as an alternative to modern pop's teenage heartbreak music ... be sure to ditch Hilary Duff and play this instead". Tracy Dye of Bustle hailed the song as "one of Disney's most addictive pieces of ear-candy," appreciating the fact that "it veers from the typical love-laced ballads we're used to." Rob Burch of The Hollywood News called "I Won't Say (I'm in Love)" a "refreshing change of pace".

Beamly ranked the song fifth on its list of "The Best Ever Disney Songs", with author Sophie Hall dubbing Meg "The Celine Dion of the cartoon world". BuzzFeed ranked "I Won't Say (I'm in Love)" 14th in its "Definitive Ranking Of The 102 Best Animated Disney Songs". Meanwhile, BuzzFeed also ranked the song Disney's ninth greatest love song, while D23 ranked it 10th in a similar article. Billboard ranked the song the 21st best song of the Disney Renaissance. Consequence of Sound ranked the ballad the 61st best Disney song of all time, with contributor Allison Shoemaker describing the track as "a terrific Motown ballad and a great piece of musical character development", claiming that its animated sequence only improves it. "I Won't Say (I'm in Love)" has garnered a reputation as one of Disney's most underrated songs, with the New York Post including it on their list of Disney's best underrated songs. The Odyssey ranked the track Disney's most underrated song, out of 13. Moviepilot included the song in a similar article, with author Jeremiah Paul describing it as a "hidden gem" which "should have been another classic", while praising Egan's performance. In an interview with The FADER, members of American rapper Chance the Rapper's band The Social Experiment ranked "I Won't Say (I'm in Love)" one of the favorite Disney songs from their childhood, calling it "an amazing song".

Cover versions and live performances
To promote the film, American singer Belinda Carlisle recorded a pop rock version of "I Won't Say (I'm in Love)" in 1997, which was included on the film's soundtrack in alongside Egan's original. Produced by Gary Wallis and Toby Chapman, Carlisle's rendition was released as a single exclusively in France and Germany, on May 26, 1997. The single garnered critical acclaim. American girl group The Cheetah Girls recorded a cover of the song 2005 for the compilation album Disneymania 3. In addition to being slower in tempo, their version exchanges harmonizing for handclaps while emphasizing the pop aspects of the song as opposed to R&B. The cover was released as a single. Writing for idobi, Sam Devotta felt that The Cheetah Girls' version "lacks the power [and frustration] of the original", preferring Egan's interpretation. An abridged version of "I Won't Say (I'm in Love)" appears on stage in the jukebox musical Disney's on the Record, performed by Andrew Samonsky, with Meredith Inglesby, Andy Karl, Tyler Maynard and Keewa Nurullah providing backup vocals. Singer and music teacher Evynne Hollens released a cover of "I Won't Say (I'm in Love)" as a single in 2017. Egan performed "I Won't Say (I'm in Love)" live at the 2017 D23 Expo to conclude the event's "Zero to Hero: The Making of Hercules" panel. The original animated sequence was played in the background while Egan sang, accompanied by backup vocals. The performance was met with a standing ovation from the audience.