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The songwriting and production of "Fallin'" are credited solely to Keys. The song's lyrics find Keys lamenting on a relationship that fills her with confused and mixed feelings. Following the song's a cappella intro, she proceeds to explain how her relationship with her man varies between happy times and painful conflict. To sum up her feelings, Keys notes, "I keep on fallin'/In and out of love with you/I never loved someone the way that I'm loving you." Accompanying the lyrics is Keys' production, including her piano performance. The record also features a violin performance of the pizzicato and legato strings by Miri Ben-Ari. Keys' collaborator Kerry "Krucial" Brothers, provides the song's digital programming.
Although it is regarded as Keys' signature song, it almost did not become her single. Before she joined J Records, Keys had signed a recording contract with Sony's Columbia Records..
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