Mariah Carey approached the making of Butterfly the same way she had begun her previous albums. "The corporate world said it's time to go in and make another album," she explains. But it was not business as usual. "My personal life started taking a different turn and the songs reflected that. It was also the first time I was able to experiment with different types of producers who had inspired me, like Puffy and Stevie J. I was working with Walter Afanasieff again, but I was dictating a little bit more in terms of production. I was saying this has to be a little more sparse, we need to tone it down here. It was like the real me coming out."
One of the last tracks produced by Afanasieff for Carey was "My All." Carey recalls, "I had gone to Puerto Rico and was influenced by Latin music at that moment. When I came back, the melody was in my head. It was at a melancholy point in my life and the song reflects the yearning that was going on in me. It was like being in a situation but you want to break free and you can't, so you're confined yet you're releasing those emotions through the lyrics and the actual act of singing. That's why I think a lot of people felt very strongly about that song, because the emotion is clear when you listen to it.
Although Carey ultimately recorded "My All" in Afanasieff's San Francisco studio, they wrote the song in the studio in Carey's mansion in upstate New York. "It was one of the finest studios I've ever seen in anyone's home," says Afanasieff. "It's no longer there. I remember being in the back part of the studio where my keyboards were set up and we were sitting there late at night, writing." "There was a new keyboard that had come out, the Trinity, and I was strolling through some sounds and came upon a particular sound from a steel acoustic guitar. I played these really beautiful chord changes that eventually led to 'My All.' She started singing and I started playing and we came up with the basis of the song. I put a little drum groove down and it was one of the easier songs to write with her."
The Spanish guitar sound on "My All" tapped into Carey and Afanasieff's roots, although Carey doesn't remember listening to a lot of Latin music when she was growing up. "I didn't spend much time with my paternal grandfather, who is the one who has Spanish in him, but I'm sure when I went to Queens to visit him, I would hear that music and subconsciously it was in me." Afanasieff was born in Brazil, but comes from a Russian background. "Hearing Russian music and Latin and Brazilian music my whole life, I went into an old-fashioned sort of Russian, Latin-Spanish chord progression melody, which was hardly being done."
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