Madonna’s ‘Don’t Tell Me’ Turns 20: Co-Writers Mirwais and Joe Henry Tell the Story Behind One of Her Most Underrated Hits

Charlie Amter
·5-min read

Twenty years ago this month, Madonna released “Don’t Tell Me,” the second single from her triple-platinum, Grammy nominated “Music” album.

The song may be less remembered today than the title track from “Music,” but it arguably holds up even better, thanks not only to its minimalist production and forlorn lyrics, but also its fresh melding of country-and-folk with electronic music production (long before names such as Lil Nas X and Diplo won praise for doing the same in recent years). Co-writer and producer of the song, Mirwais Ahmadzai, has a few ideas as to why “Don’t Tell Me” still resonates with listeners, two decades on.

“I think ‘Don’t Tell Me’ has remained since that time as an iconic song for several reasons,” he says from France, where he is making music at home during the pandemic. “We can call this song the very first ‘Folktronica’ or ‘Cyberfolk’ song. I think Madonna and I invented this style. And the magnificent music video made by Jean Baptiste Mondino helped to crystallize the ‘Electronic Cowboy’ image, which was something totally new at the time,” he adds.

But the French producer thinks the main reason “Don’t Tell Me” has held up so well, is Madonna’s vocal delivery on the single.

“This song is one of the very rare singles Madonna performs with no effects on her vocals, and on this, everyone noticed it,” he says of the tune, which was recorded at London’s Sarm West Studio (minus the strings, which were done at AIR Studios).

The French producer confirms he borrowed heavily from the electronic music world for the drum programming on “Don’t Tell Me,” drawing inspiration from the UK’s jungle music scene, which was booming at the end of the last millennium.

“I loved the jungle programing vibe, this is why I incorporated it on ‘Don’t Tell Me.’ It sounded very ahead of the times with its rolls.”

As for the glitch-y start/stop guitar riff that anchors the song and repeats throughout, the hook comes from Ahmadzai not being able to play what he wanted. “I couldn’t play some parts that I had in mind, so I decided to ‘computerize’ the performance by creating this start/stop effects,” he says. (Ahmadzai recently released a new song, “2016 – My Generation” and premiered a short film collaboration at Amsterdam’s ADE conference last month).

Lyrically, Madonna got her inspiration for “Don’t Tell Me” via her sister Melanie’s husband, veteran singer-songwriter Joe Henry. Melanie sent Madonna Henry’s demo of a song called “Stop,” and she fell hard for the wistful, poetic lyrics.

“My [demo] version was written in about 20 minutes, and I did not revise it — I let it stand for the burst that it was,” says Henry. “I always hear its primary influence to be tango, [and] I was thinking about [Argentine composer] Astor Piazzolla, but Madonna heard its pop sensibility, and sculpted a chorus out of a passing stanza from my original take. That repetition gave it weight, and expanded it, sharpened a hook that I had barely gestured toward. That evidences her gift of taking something fairly obtuse, and translating into something memorable.”

Henry was wowed with Madonna’s take on his tune when he finally heard it, marveling at the juxtapositioning of his at-times dark lyrics (“Tell the bed not to lay/ Like the open mouth of a grave/ Not to stare up at me/ Like a calf down on its knees”) with heartfelt delivery grafted onto a sunny-sounding pop song.

“That verse is dark, but playfully so,” Henry says. “I was watching a lot of Luis Bunuel’s movies at the time, and relishing how darkly comic are many of the films from his so-called ‘Mexican period’ can be,” he adds. “I think as little as possible when i am initially writing [for a song].”

The song took its sweet time climbing the charts, finally peaking at No. 4 on the Billboard Hot 100 in March of 2001, some four months after its release as a single, and six after “Music” was released. Henry went onto release his version of the song (“Stop”) in 2001 on Mammoth Records, and it ended up being used in an episode of “The Sopranos.”

“I was most pleased to hear it appear within an episode of that seminal show,” he says of the sync.

Henry, who released his 15th solo album, “The Gospel According to Water,” last year, remembers the time “Don’t Tell Me” became a worldwide smash fondly, offering up a memory of Madonna playing the tune (which went top 5 in America) live in Southern California.

“Just after ‘Music’ was released, she invited Melanie and I down to see her concert in Anaheim,” he remembers. “It was very soon after 9-11, and I recall the air being very electrically charged, everyone in attendance hungry for a positive experience and for the kind of community that sharing music invariably invites. About midway through the performance, she dismissed the dancers and acrobats, the full band and backing singers, and came to the front of the stage with just her guitar player, Monte [Pittman]. They sat close together on stools and had only acoustic guitars and a beatbox, and I can recall how odd and wonderful it was that the intensely scripted evening stopped for a moment. She was off the grid of a very intricate production, and seemed to relish it. She let out a big breath, looked straight at me in the second row, and said, ‘This is for you’ — and then they launched into ‘Don’t Tell Me,’ and the whole room went up,” Henry recalls.

“I remember it as the most visceral and human moment of the whole show — and seemingly not just for me,” he concludes. “The entire audience seemed to understand that she had taken off the ‘Madonna’ mask — was less a persona and more a person. And at one point, she and Monte stopped playing and the entire arena of 20-some thousand people took over singing it. I don’t have to tell you that I am not the kind of artist that frequently experiences my songs being born aloft by the masses that way. It was incredibly affirming.”

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