Following the release of her compilation album Something to Remember (1995), Madonna started taking vocal lessons in preparation for her role as Eva Perón in Evita (1996). She would also give birth to her daughter, Lourdes Leon, later in 1996. These events inspired a period of introspection. "That was a big catalyst for me. It took me on a search for answers to questions I'd never asked myself before", she said to Q magazine, in 2002. During the same period, she embraced Kabbalah and started studying Hinduism and yoga, all of which helped her "step outside [myself] and see the world from a different perspective". Madonna felt that there was a "whole piece" of her voice left unused, which she decided to utilize for the album. By May 1997, Madonna had started writing songs for the album. She began collaborating with Babyface, who had first worked with her on her previous album Bedtime Stories (1994). The two wrote a couple of songs together before Madonna decided the collaborations were not going in the musical direction she wanted for the album. According to Babyface, the songs "had a 'Take a Bow-ish' kind of vibe, and Madonna didn't want, or need, to repeat herself".

After abandoning the songs she had written with Babyface, Madonna turned to musician Rick Nowels, who had previously co-written songs with Stevie Nicks and Celine Dion. The collaboration produced seven songs in nine days, but those songs also did not display the album's future electronic musical direction. Three of the songs, "The Power of Good-Bye", "To Have and Not to Hold" and "Little Star", appear on the album. Madonna then began writing songs with Patrick Leonard, who had produced many songs for Madonna in the late 1980s. Unlike her previous albums, Leonard's songwriting collaborations were accompanied by very little studio input. Madonna believed that Leonard's production "would have lent the songs more of a Peter Gabriel vibe", a sound that she did not want for the album. Guy Oseary, chairman of Maverick Records, then phoned British electronic musician William Orbit, and suggested that he send some songs to Madonna. Orbit sent a 13-track digital audio tape to Madonna. "I was a huge fan of William's earlier records, Strange Cargo 1 and 2 and all that. I also loved all the remixes he did for me and I was interested in fusing a kind of futuristic sound but also using lots of Indian and Moroccan influences and things like that, and I wanted it to sound old and new at the same time," Madonna said.

In June 1997, William Orbit met Madonna at her house in New York, and she played him the music she had already worked on with other producers, which he felt sounded "slick". Sessions with Orbit began soon afterwards at the Hit Factory, where Orbit then gave Madonna a tape of musical snippets he was working on, which were usually eight or sixteen-bar phrases and stripped-down versions of tracks that would later be heard on the album. Madonna listened to the samples, over and over again, until she was inspired to write lyrics. Once she had an idea about the lyrical direction of the song, she would take her ideas back to Orbit, and they would expand on the original music ideas. As most of the instrumental demos pre-existed, Madonna worked on the lyrics and melodies while at home or while travelling.

Recording sessions commenced at Larrabee North Studio in North Hollywood in the summer of 1997, where the album was predominantly recorded. For most of the recording process, only three other people were in the studio with Madonna: William Orbit, engineer Pat McCarthy, and his assistant engineer, Matt Silva. Sessions were initially plagued with machinery problems, as Orbit preferred to work with samples and synth sounds, and not with live musicians. The computers would break down, and recording would have to be delayed until they could be repaired. Orbit recorded the bulk of the album's instrumentation over a four-month period. Orbit recalls playing the guitar until his fingers bled during the long hours he spent in the studio. Orbit also recalled during an interview with Q magazine that Madonna recorded "Swim" the day her friend and fashion designer Gianni Versace was killed in Miami, Florida. He also commented that this is probably why the track has an emotional impact.

After some errors in her pronunciation of Sanskrit shloka "Yoga Taravali" during the song "Shanti/Ashtangi", the BBC arranged for Madonna to take telephonic lessons to learn the basic correct pronunciation of Sanskrit words from eminent scholar Vagish Shastri. She then made the necessary pronunciation corrections on the album. In a 1997 interview with Kurt Loder for MTV, Madonna discussed the impact of giving birth to her daughter Lourdes prior to the album, stating "I think probably having her's set me off on a new way of thinking and... just gone down a different road, period". Regarding the album's creative direction, she stated "It's been really fun, I've never had so much fun really working on... never felt so free to experiment."

Ray of Light was a notable departure from Madonna's previous work, and has been described as her most "adventurous" record. An electronica, trip hop, techno-pop, and new-age album; it also contains elements of several different types of music, including house, ambient, drum and bass, rock, new wave, eastern and classical music. Vocally, the album was also a marked change from Madonna's previous work; as the singer underwent vocal training lessons for her 1996 film Evita, her vocals exhibited greater breadth and range, as well as a fuller timbre. In many songs, she also abandoned the vibrato which was present in her previous work. Critically, the album is said to have Madonna's most full-bodied vocals.

The opening track and third single, "Drowned World/Substitute For Love", is a downtempo ballad drawing influences from jungle, drum and bass and trip hop music. The title is inspired by J. G. Ballard's post-apocalyptic science fiction novel The Drowned World (1962). "Swim", the second song, has a spiritual tone. She sings: "Swim to the ocean floor/So that we can begin again/Wash away all our sins/Crash to the other shore". "Ray of Light", the third track and second single, is an uptempo electronic dance-pop song with strong techno and trance influences. A "sonically progressive" track, it also incorporates elements of rock, with a prominent electric guitar riff. Its sound effects include whistles and bleeps. "Candy Perfume Girl" has a grunge intro and continues to pair post-modern beeps and beats with old-fashioned electric guitar flare ups. In the next song, "Skin", Madonna sings "Do I know you from somewhere?" in a yearning voice over the beats of an electronic orchestra.

The sixth track, "Nothing Really Matters", is an up-tempo dance track which contains influences of techno. "Sky Fits Heaven" focuses on Madonna's spiritual studies and her daughter Lourdes. Some lyrics include: "Sky fits heaven so fly it, that's what the prophet said to me/Child fits mother so hold your baby tight, that's what my future can see". Elements of the lyric are taken from the poem What Fits? by poet Max Blagg, the poem used for a 1993 advertisement for Gap Inc. "Shanti/Ashtangi" is a Hindu prayer and up-tempo techno song sung by Madonna in Sanskrit, over a driving dance rhythm. The techno dance track features Madonna singing the adapted version of Shankaracharya entirely in Sanskrit with lines such as "Vunde gurunam caranaravinde/Sandarsita svatma sukhavabodhe".

"Frozen", the ninth track and album's first single, is a mid-tempo electronic ballad which has a layered sound enhanced by synthesizers and strings. The song additionally contains ambient qualities, a moderate dance rhythm during the chorus and techno-influenced beats towards the end. Madonna's vocals throughout the song lack vibrato, and have drawn comparisons to medieval music. Lyrically, the song is about a cold and emotionless man; nevertheless, subtexts have been noticed. According to Jarman-Ivens, lyrics such as "You're frozen, when your heart's not open" reflected an artistic palette, "encompassing diverse musical, textual and visual styles in its lyrics." "The Power of Good-Bye" is an emotional ballad which lyrically meditates on loss and longing. It was released as the album's fourth single. "To Have and Not to Hold" is about a distant lover and "Little Star" is about her daughter, Lourdes. Both are superficially vibrant but with underlying subtlety and restrained arrangements …

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