Cole wrote "I Don't Want to Wait" at her spinet piano in her apartment in New York City during the summer of 1996. Described by Cole as "a very personal song" she wrote the song when she realized that her grandfather was near the end of his life. The song is about him and his wife, and specifically the relationship between their life and Cole's who realized "I don't want to make some of these mistakes. I really hope I don't" Cole has described the central question of the chorus as "Do you say yes to life? Do you embrace the things that give you joy? Or do you cower back in fear or by culture's machinations keeping you small?"