According to author Rikky Rooksby, the song is written in the style of Album-oriented rock (AOR) by bands like Boston or Foreigner. It is slowed down from the tempo of rock songs and utilizes a steadily reverberating synth keyboard to bring on the effect of a heartbeat. "I'll Remember" has characteristics of late Seventies song apart from the arrangement and the low bass. Madonna sings in a low-key voice which is almost overshadowed by the synth arrangement. Lyrically the song talks about Madonna looking back on a good love affair. According to Alex Balk from The Awl, the lyrics were inspirational, especially the line "I learned to let go of the illusion that we can possess", which is answered by Madonna herself that " remember, happiness".