"I Won't Say (I'm in Love)" is a song written by composer Alan Menken and lyricist David Zippel for Disney's animated film Hercules (1997). Released on May 27, 1997 as part of the film's soundtrack, the song was recorded by American actress and singer Susan Egan in her role as Meg, Hercules' love interest, while singers Cheryl Freeman, Lillias White, Vaneese Thomas, LaChanze, and Roz Ryan provided background vocals as the Muses. The songwriters wrote "I Won't Say (I'm in Love)" to replace "I Can't Believe My Heart", a slower ballad that had been deemed too lucky for Meg's personality. Menken based "I Won't Say (I'm in Love)" on songs he had written for the stage musical Little Shop of Horrors (1982). A stylistic departure from Disney ballads of the time period, "I Won't Say (I'm in Love)" is a mid-tempo doo-wop, R&B, and pop song reminiscent of 1960s music that incorporates elements of Motown and gospel, similar to the works of girl groups such as the Ronettes and the Supremes. Its lyrics are about denying having feelings for someone in an effort to avoid romantic clichés. In the Hercules musical sequence, Meg refuses to admit she is falling in love with the title character, while the Muses insist that she embrace her feelings for him instead. "I Won't Say (I'm in Love)" has been positively reviewed by both film and music critics, many of whom deemed it the film's best song and praised its composition. Despite being ranked among some of Disney's best songs by some media publications, "I Won't Say (I'm in Love)" has also developed a reputation as one of the studio's most underappreciated. Among notable covers, American singer Belinda Carlisle recorded a pop rock version for the film's soundtrack, and American girl group the Cheetah Girls covered the song in 2005.