"Just the Way You Are"
• Billy Joel told USA Today, “I dreamt the melody, not the words. I remember waking up in the middle of the night and going, ‘’This is a great idea for a song.’ A couple of weeks later, I'm in a business meeting, and the dream reoccurs to me right at that moment because my mind had drifted off from hearing numbers and legal jargon. And I said, ‘I have to go!’ I got home and I ended up writing it all in one sitting, pretty much.”
• Billy played a Fender Rhodes electric piano on the track running through an effect called a phase shifter. He might have gotten that idea from his producer at the time, Phil Ramone, who produced Paul Simon’s album Still Crazy After All These Years. The title song of that record features a Fender Rhodes with the same effect.
• Billy’s drummer at the time, Liberty DeVitto, hated the song when they first worked on it. In Phil Ramone’s book Making Records, Billy recalled, “We originally played ‘Just The Way You Are’ as a cha-cha: ‘Don't go changing (cha-cha-cha) - just to please me (cha-cha-cha).…’ Well, Liberty got so [angry] that he threw his drum sticks at me. ‘I’m no damn cocktail lounge drummer,’ he said. Fortunately, Phil agreed that the rhythm wasn’t working, and he and Liberty put their heads together and came up with a pattern that had a more sensuous feel.
• Billy wrote the song as a birthday present for his wife at the time, Elizabeth Weber (the same person celebrated in the song “She’s Always a Woman to Me”). But the marriage didn’t last. The couple divorced five years later.
Interestingly, Billy also found inspiration for the song “Uptown Girl” in the supermodel who became his wife in 1985, Christie Brinkley. They divorced in 1994. And then in 2007, Billy came out of retirement to record a song he’d written to honor third wife Katie Lee on their second anniversary. Just two years later they announced their mutually agreed upon decision to separate.
As MTV observed , “if Joel has learned anything from history, it's that he should never write a song about one of his wives.”
The irony hasn’t escaped Billy either. “Every time I wrote a song for a person I was in a relationship with, it didn’t last,” he once said. “It was kind of like the curse. Here’s your song. We might as well say goodbye now.”