In 1979, Madonna was trying to establish her music career in New York City. She was the drummer of a band called Breakfast Club, which was headed by the Gilroy brothers, Dan and Ed. The following year, after a dispute with Dan, Madonna left the band. She then called her former Michigan boyfriend Stephen Bray, who "readily" agreed to join her on New York. Along with Gary Burke and Brian Syms, they formed a band called The Millionaires. Then, when the Gilroy brothers rejoined the group, they changed their name to Emmy, another of Madonna's many nicknames. In 1981, after attending one of Emmy's gigs at Max's Kansas City, Adam Alter and Camille Barbone from Gotham Records signed a contract with Madonna, who at this point already had a "small downtown cult following in the gay scene". However, the association was short-lived and dissolved the following year due to creative differences between the label and singer: Gotham was interested in rock and roll whereas Madonna wanted to pursue disco.

By 1982, the singer was living with Bray in an unused rehearsal studio. After coming to the realization that "funky dance records were in style on the radio and dance floor", they created a demo tape with four dance tracks, including "Everybody", "Burning Up", and "Ain't No Big Deal", which was described as a "bright Michael Jackson/Donna Summer confection". With no record label to back her up, Madonna began pitching the tape on her own, visiting local nightclubs trying to get DJs to play it. She managed to get Mark Kamins, the resident DJ at Danceteria nightclub, to play "Everybody", which was met with a positive reception from the crowd. Kamins promised Madonna he would help her get a record deal on the condition that he would get to produce it. As he was also an A&R scout for Island Records, Kamins took the tape to his boss Chris Blackwell, but he wasn't impressed nor interested in signing Madonna.

Kamins then approached Sire Records president Seymour Stein, who at the time was at Lenox Hill Hospital recovering from a heart surgery. Stein had his secretary send the tape to the hospital so he could listen to it; "I liked the hook, I liked Madonna's voice, I liked the feel [...] I liked it all and played it again", the executive recalled. He signed the singer on for three twelve-inch singles with an option for albums; she would get $15,000 for each one, but would also have to pay for all recording costs. Sire A&E executive Michael Rosenblatt, who oversaw the entire process, wanted to release a double-sided single with "Ain't No Big Deal" as A-side and "Everybody" as B-side. "Ain't No Big Deal", however, "did not come out well", so Roseneblatt decided to put "Everybody" on both sides of the record: One version lasted 5:56, while the other was a dub form with a duration of 9:23. Since he had recorded the demo, Bray argued that he should be the producer for the single, but Stei…

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According to Michael Rosenblatt, he wanted the album to have an "R&B feel", hence he brought in Warner Bros. producer Reggie Lucas, who had worked with artists like Roberta Flack and Stephanie Mills. Rosenblatt also felt Madonna needed to work with someone who "could really help her with her vocals. Mark [Kamins]'s strength was grooves, not working with a girl who's never been in the studio before". Upon meeting her, Lucas wasn't impressed with the singer's "boho-punk style", and thought she didn't seem "particularly avant-garde". "Everybody" was recorded at the Bob Blank's Blank Tape Recording Studios in April 1982, in a span of three days. Barry Eastmond had been hired as the track's arranger, but left the project after getting into an argument with Madonna; she felt his work was "too slick", and lacked the "edge of the club-land grooves she was hankering after". Rosenblatt made the decision to replace Eastmond's keyboard parts, and it was Arthur Baker, an assistant to Kamins, who brought in Fred Zarr to redo all the keyboards.

The rest of the songs were recorded at the Sigma Sound Studios in New York. Prior to entering the studio, Madonna wrote three more songs for the album: "Lucky Star", "Think of Me" and "I Know It". The lyrics to "Lucky Star" were written on a yellow legal notepad, while the music was created on a Casiotone keyboard with a cassette player Kamins had given Madonna. She wrote it as a thank you to him, and with the hope that he'd play it in his sets at Danceteria. One of the earliest recorded versions of "Lucky Star" Madonna and Lucas created was described as being very "R&B-leaning", while another one was heavy on guitars, but due to a negative experience involving Madonna and a rock guitarist, was quickly discarded. Soon however, the singer realized there were not enough songs for the record, to which Lucas then brought two compositions of his own: "Physical Attraction" and "Borderline", written specifically for Madonna. The latter was the first song where Lucas used a drum machine instead of a drummer; he and Madonna worked on the track while she was staying at artist Jean-Michel Basquiat's apartment. Problems between the singer and Lucas arose, as she felt he was "moving [the songs] away from the sparse form of the original demos", something she did not approve of; the producer ended up leaving the project without altering the tracks. The singer then invited John "Jellybean" Benitez, her boyfriend at the time, to work and remix the remaining songs. In the case of "Burning Up" and "Lucky Star", Benitez added extra guitar riffs and additional vocals; for the latter he also added a "synthesized disco beat with soulful flourishes", and elements of New Wave.

Another issue arose after Madonna learned Bray had sold "Ain't No Big Deal" to disco act Barracuda, thus rendering it unavailable for her album. Benitez approached Curtis Hudson and Lisa Stevens-Crowder from band Pure Energy, and asked them for a song. Titled "Holiday", the track was written by Hudson and Stevens-Crowder for Pure Energy, but their label Prism Records decided not to record it. "Holiday" had been previously offered to Mary Wilson from The Supremes, and Phyllis Hyman. After she was given the demo, Madonna quickly recorded the vocals. Benitez assembled the musicians, hummed the music to them, and asked the singer to sing in a "very soulful approach". Hudson played guitar, and his brother Raymond the bass; Madonna herself played the cowbell that can be heard towards the beginning, while background vocals were provided by Norma Jean Wright and Tina Baker. Just before it was completed, Benitez …

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AllMusic's Stephen Thomas Erlewine and Sal Cinquemai from Slant Magazine noted that Madonna is a dance-pop post-disco album. Most of its songs talk about "love, heartbreak and hedonism in general". In his book The Complete Guide to the Music of Madonna, author Rikky Rookbsy wrote that the record's overall sound is "dissonant, upbeat synthetic disco". Instrumentation includes Linn drum machine, Moog bass and the OB-X synthesizer, some of the newest technology from the time. Opening track "Lucky Star" begins with the sound of a "shimmering, programmed" glissando, which is followed by "clanging rhythm guitars, synth atmospherics, and [a] chugging bass"; the lyrics are a double-entendre and compare a lover's "heavenly body" with the stars in the sky, while the "simple" refrain refers the nursery rhyme "Star Light, Star Bright". Second track "Borderline" has Madonna singing in a more "refined and expressive" way, and lyrically finds a woman complaining of her lover's chauvinism. Its sound has been compared to Stephanie Mills' "Never Knew Love Like This Before" (1980), while the chord progression evokes Bachman-Turner Overdrive's "You Ain't Seen Nothing Yet" (1974); the inversions are similar to the sound of the 1970s, specifically disco, Philadelphia soul, and the work of Elton John.

"Burning Up" is a "yearning" New wave-influenced dance track, with lyrics that conflate sex with ambition. It has a "starker" arrangement brought about by bass, single guitar and drum machine. Also present are tom-tom drum beats ―similar to the ones used on the work of Phil Collins― and electric guitars. The refrain is a repetition of the same three lines of the lyrics, while the bridge consists of a series of double entendres that describe what she is prepared to do for her lover, showcasing that she "has no shame" and is "not like the others". Fourth track "I Know It" features "shades of ’60s girl-group melodrama", with instrumentation from piano and saxophone. In the song, Madonna brushes off a lover who's hurt her. The next song is "Holiday", which talks about the "universal sentiment" that everybody needs a holiday from their daily lives. It has been noted as being "devoid of any particular structure", and has a chord sequence comparable to that of Cyndi Lauper's "Time After Time" (1984). The refrain is sung by the singer in a "completely deadpan" way, while for the verses, she uses her lower register to give the lyrics a "more positive spin". Present throughout the song are "Chic-styled" guitar flickers, electronic clapping, and synthesized strings.

Sixth track "Think of Me" opens with high staccato piano notes, which are followed by the sound of drums. The R&B influenced song features a "slinky" saxophone solo towards the middle, and has Madonna warning her lover to pay attention to her or else she'll leave him. Lasting almost seven minutes, "Physical Attraction is the longest song on the album. It is a medium-paced track, in which Madonna "tellingly offer[s] her permission to take things to the next level" over a "libidinous" bass line. Also present is a spoken section and "Collins-style" drums. Madonna's vocals were doubletracked for album closer "Everybody", which, in her own words, talks about "getting people to dance and lose their inhibitions". Billboard's Joe Lynch pointed out that the track "drops the bright, buoyant vibes that characterized the rest of the album and closes it on a dark, sensuous note".