James Horner had originally composed the music for the song as an instrumental motif which he used in several scenes during Titanic; the main theme of the song being inspired by the song Flying Dutchman by Jethro Tull. He then wanted to prepare a full vocal version of it, for use in the end credits of the film. Lyricist Will Jennings was hired, who wrote the lyrics "from the point of view of a person of a great age looking back so many years." Director James Cameron did not want such a song, but Will Jennings went ahead anyway and wrote the lyrics. When Dion originally heard the song, she did not want to record it as she felt she was pushing her luck by singing another film theme song after Beauty and the Beast. An extensively programmed and arranged demo was taken to Dion. She then recorded it. I'd say, that was a good decision, since it became her signature song and a career setting one at that! :)