It was written by Rupert Holmes, most famous for the 1979 hit "Escape (The Piña Colada Song)", and produced by Don Powell (not to be confused with Slade's drummer) and David Rivkin.

Holmes wrote it for his 10-year-old daughter Wendy but she never got to hear it become a hit, as prior to its release she died suddenly of an undiagnosed brain tumour.

[14] After meeting up with producer Eric Foster White in August, the singer became familiar with the original version of "You've Got It All" by the Jets and decided to record a cover of the song.

[14] Steve Lunt, Jive's A&R vice president at the time, revealed that when the label's CEO "heard [the track] in the A&R meeting, he said, 'OK, we've got something.'

Take note, however, that Britney's not all bubbles—with an obvious influence from Mariah Carey, she glides quite ably through the key changes and delivers octave leaps and vibratos that should melt just about any heart, young or old.