Mendez. Both arranged the track, while Mendez also provided keyboards and horn arrangements, while Shakira and Rita Quintero also serving with background vocals. It was recorded at The Hit Factory, Miami, Florida, Compass Point Studios, Bahamas, while being mixed and recorded at the Crescent Moon Studios, Miami, Florida. According to the sheet music published at MusicNotes.com by Sony/ATV Music Publishing, "Underneath Your Clothes" is written in the key of A major, set in a moderately slow tempo of 88 beats per minute. Shakira's vocal range spans from the low-note of AB3 to the high-note of C5. The introduction follows the chord progression of A–D–A–D-Fm, while the verses follow the chord progression of Cm-D–Esus–E. Lyrically, the song is an "ode" to the positivity one gains when pursuing a relationship with a good person, with Shakira "mentally undress[ing] her man, fantasizing about the 'territory' she claims as her own." As noted by Chuck Taylor of Billboard, the song is "a thought-provoking ballad that finds a novel way to deliver a message of love and devotion." "Underneath your clothes/There's an endless story/There's the man I chose/That's my territory," she sings. During the song, she "repeatedly describes herself as a good girl, worthy of her boyfriend's love, and as a woman of very developed maternal instincts." As noted by Alexis Petridis of The Guardian and Matt Cibula of PopMatters, the song has "a Beatles-influenced brass arrangement" and a melody from the Bangles' "Eternal Flame." Critical reception "Underneath Your Clothes" received good critical reception as it represented "a large part of Shakira's style". While calling her voice "odd", Chuck Taylor of Billboard wrote that it "dart[s] from a delicate, girlie, Jewel-like delivery to a determined, tough-chick croon - it certainly gives the song a signature edge and multiple layers that seem to draw out something new with each successive spin." Lisa Oliver of Yahoo! Music claimed to find similarities between Shakira's and Jewel's vocals, calling it "a Jewel-esque ground swelling". Ted Kessler of The Observer noted that the song "may be slightly kooky pop-rock, but it's sung by someone with the range of an operatic diva." Alex Henderson of AllMusic picked the song as a highlight from the album, while Robert Christgau wrote that its lyrics have an "awkward, carnal, unhesitatingly female chauvinist." Matt Cibula of PopMatters said that "it could have been a great little thing, [...] simple, graceful, light, but now it’s a