First recorded by Charlie Dore for her 1981 Listen! album, "You Should Hear How She Talks About You" was written by Dean Pitchford and Thomas R. Snow. According to lyricist Pitchford the song's lyrical concept was borrowed from "She Loves You" by the Beatles: "the idea of somebody reporting to somebody else on hearing this girl's in love with you, or this boy's in love with you." Pitchford and Snow had had that idea in mind for some time: then when Snow first played a new tune which had come to him for Pitchford the latter felt: "this [could] be the song where we write our modern day 'She Loves You.'" Pitchford came up with the main hook line as "You should hear the way she talks about you" which Snow amended to "You should hear how she talks about you".
Arif Mardin who produced Manchester's recording described the track as "a real departure for Melissa because it has a new wave dance quality and she had been known for her ballads", Manchester having reached the Top Ten of the Billboard Hot 100 with the ballads "Midnight Blue" (#6) and "Don't Cry Out Loud" (#10) and the previous Manchester/Mardin collaboration "Theme from Ice Castles" also being a ballad. Mardin continued: "But music is music. You can't turn your back on new formats or styles." A 1985 interview with Manchester would state that the singer "had to be dragged kicking and screaming into [the] studio to record...'You Should Hear How She Talks About You'."