"Don't Tell Me" finds Avril Lavigne taking a stand against a guy who's trying to get in her pants. He turns on the charm when he wants sex, but otherwise he's emotionally absent. Avril considers it a "girl power" song, as she tells this guy how it's going to be. Lavigne was 19 when it was released.
Lavigne wrote the lyrics; her guitarist, Evan Taubenfeld, came up with the music. It was their first collaboration together - Taubenfeld was just screwing around on his guitar and came up with a beat. Lavigne liked it and began singing some lyrics from a song she was working on. Taubenfeld also worked with Lavigne on the Under My Skin track "Take Me Away," and contributed to her next two albums.
Lavigne implied this song was inspired by Limp Bizkit frontman Fred Durst. "He took a private jet out to one of my shows, expecting me to bang him," she told Rolling Stone. "He was disappointed that I wouldn't even go near him." Durst denied it, saying, "I don't really know her."
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