Madonna co-wrote and co-produced "Don't Tell Me" with Ahmadzaï, and her brother-in-law Joe Henry Henry is credited as an additional songwriter. Henry had written a tango-styled song titled "Stop", which featured jazz saxophone player Ornette Coleman and Henry singing in "Tom Waits-inspired" vocals; it was eventually included on the latter's eighth studio album, "Scar" (2001). After Henry played the demo for "Stop" to his wife, Madonna's sister Melanie, she sent the track to Madonna. The singer liked the demo and was drawn to the song's lyrics, its "sentiment of defiance, the attitude of it", but did not prefer its musical tone, since it was not in-line with the compositions for "Music". Madonna worked with Ahmadzaï and changed the original string arrangement into a stop-time, acoustic guitar and keyboard composition. She recorded it at Ahmadzaï's studio, accompanied by a Martin D-28 guitar to which Ahmadzaï added a stutter effect. Madonna preferred the sound effect over the final melody. Ahmadzaï also played the acoustic guitar and keyboards on the track. Mark "Spike" Stent mixed the song and Michel Colombier played the strings.