Stipe had difficulty writing lyrics for the "Up" album. In the case of "At My Most Beautiful", it took the singer a year to write the song's verse because he needed to figure out what one could do to prompt the action described in the opening line. The solution finally occurred to him one morning, and he finished writing the words in 45 minutes. After a conversation with Patti Smith, Stipe was convinced that he needed to be fearless in his songwriting approach. In regards to "At My Most Beautiful", he had grown tired writing ironic love songs and consequently endeavored to create "the most romantic song I'd ever written".