Joel wrote this song about his first wife, Elizabeth. A pure expression of unconditional love, he gave it to her as a birthday present.
Sadly, after nine years of marriage, Joel and Elizabeth divorced in 1982. Joel's next two marriages didn't work out either: he was married to Christie Brinkley from 1985-1994, and to Katie Lee from 2004-2010.
"Every time I wrote a song for a person I was in a relationship with, it didn't last," Joel said. "It was kind of like the curse. Here's your song - we might as well say goodbye now."
According to Joel, some listeners missed the point and thought the song was misogynistic because he was telling a woman she wasn't "allowed" to change.
"No, no, no. Don't go changing to try and please me," he told SiriusXM in 2016. "People forget these things. If they don't like what I do, they'll go, 'Oh yeah, he hates women. Look at this. Don't change, stay the way you are, the same old someone that he knew. Wow, he really doesn't like her.'
Don't change for me. You wanna change for yourself, fine. But you don't have to change for me because I'm happy exactly the way you are. That's why I love you in the first place."
After Joel recorded this, he didn't think much of it, considering it a "gloppy ballad" that would only get played at weddings. He credits his producer, Phil Ramone, with convincing him that it was a great song. Ramone brought Linda Ronstadt and Phoebe Snow into the recording studio to hear the song, and of course they loved it, which was good enough for Billy. On Australian TV in 2006, Joel confirmed: "We almost didn't put it on an album. We were sitting around listening to it going naaah, that's a chick song."
Joel's longtime drummer Liberty DeVitto considers his work on this track his greatest contribution to a Billy Joel song. In his Songfacts interview, DeVitto said: "Me and [producer] Phil Ramone came up with that kind of crazy rhythm that started out as a samba beat, like a bossa nova with a brush and a stick."
But DeVitto was one of the most vocal opponents of the song in its original form. Joel recalled in Ramone's book Making Records: "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 DeVitto got so pissed that he threw his drum sticks at me. 'I'm no goddamned sissy drummer,' he said."
When Ramone agreed the cha-cha rhythm wasn't working and suggested a pattern with a more sensuous feel, DeVitto finally got on board. The drummer recalled in Making Records:
"Phil suggested trying a South American Byonne rhythm, and tapped out the pattern to show me what he meant. We tried it again, and this time I began dropping the bass drum out in certain places, and playing the tom-tom on the 'and' of four. The slight rest, and a little extra pressure on each kick of the bass drum pedal gave it extra emphasis. Using brushes on the snare gave it a very sexy sound."
Barry White's cover version hit #12 in the UK in 1978. The song was also covered by Frank Sinatra and Isaac Hayes, whose version is in 6/8 time with a long introductory rap.
Joel was particularly amused by the Sinatra cover. "When we have a soundcheck we always send up my own material and we do 'Just The Way You Are' with this cheesy Las Vegas swing and make a whole joke of the thing and Sinatra did it exactly the same way," he told Q in 1987. "I screamed when I heard it! You sure this isn't me singing this, Frankie, or is it a joke or whaaat?"
Joel played a Fender Rhodes electric piano on this track, using the instrument's phase shifter effect. This same setup can be heard on the Paul Simon song "Still Crazy After All These Years."
This was the first single off The Stranger, which was Billy Joel's fifth album.
On a July 16, 2006 blog for the Australian newspaper The Herald Sun, Joel said that he dreamt the melody and chord progression and wrote the lyrics over a few days after the dream recurred. He added that the drum pattern was suggested by his producer at the time, Phil Ramone.
Joel expanded to 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. It took me maybe two or three hours to write the lyrics."
"Just The Way You Are" won Grammy Awards for Song of the Year and Record of the Year at the 1979 ceremony. It was a breakthrough for Joel, whose biggest hit to this point was "Piano Man," which reached #25 in the US.
Joel told USA Today July 9, 2008: "I was absolutely surprised it won a Grammy. It wasn't even rock 'n' roll, it was like a standard with a little bit of R&B in it. It reminded me of an old Stevie Wonder recording."
In his 2014 appearance on a Howard Stern town hall special, Joel explained that the original sheet music printed for this song was wrong, with an extra chord in the intro. He says that he often hears people playing it the wrong way, and has even corrected some of them when he hears it.
Joel played this on a 1988 episode of Sesame Street where he appeared with the deaf actress Marlee Matlin. They pay a visit to Oscar the Grouch, where Joel sings an altered version of the song to the trash-can dweller while Marlin signs the lyrics. Joel makes it clear that Oscar is fine the way he is, as he sings:
Don't go changing just to please me
'Cause being friendly's not your style
Don't want to hear you saying "thank you"
I would hate to see you smile
Just be grouchy
You've done it pretty well so far
Paul McCartney delivered high praise for this song, stating in his Club Sandwich newsletter that it's one of the few songs he wished he had written ("Stardust" was his first selection).
Joel performed this on Saturday Night Live in 1977, three months before it was released.
Phil Woods, who is a prominent jazz player, was brought in to play the alto saxophone for this song after Phil Ramone decided Richie Cannata's tenor sax wasn't providing enough dimension to the bridge. He thought the solo needed "the throaty texture" of an alto sax.
"My suggestion to use Phil Woods wasn't meant to offend Richie Cannata or his playing," Ramone wrote in his 2007 book, Making Records: The Scenes Behind The Music. "In this instance, I believed that we needed a specific sound that only a specialist such as Phil could provide, and as the final arbiter, I followed my instinct. I've found that if you can justify the merits of doing something that will help make a stronger musical statement, everyone usually understands. I knew that Richie would understand - and he did."
Cannata said he wasn't hurt by the decision because he looked up to Woods and was honored to have him play on the track. But it did make his job harder. "Since I had to play the part on the road, 'Just The Way You Are' forced me to learn to play alto sax," he explained.
"Just The Way You Are" was Joel's first chart entry in the UK.