"Just the Way You Are" is a pop ballad written by Billy Joel, first released on his 1977 album The Stranger. Joel reportedly dreamed the melody and chord progression, later writing the song in a single sitting as a tribute to his first wife, Elizabeth Weber. The composition is built around a warm Fender Rhodes piano part that gives the piece its distinctive flowing, intimate character. Structurally, it follows a verse-chorus form with a bridge, and its harmonies are layered with keyboard textures and background vocal tape loops that lend a lush, dreamy quality reminiscent of 10cc's "I'm Not in Love." Joel has noted that the chorus phrasing was inspired by the final line of Frankie Valli and the Four Seasons' "Rag Doll." The track also features a prominent alto saxophone solo by Phil Woods, whose contribution adds a jazz-inflected sophistication to the arrangement and has become one of the most recognizable instrumental passages in popular music. Initially, Joel and his band were dissatisfied with the demo due to an ill-fitting cha-cha drum pattern and planned to cut it from the album. Linda Ronstadt and Phoebe Snow, who were recording at an adjacent studio, heard the song and praised it, convincing Joel to keep it. The song became one of Joel's signature hits, winning Grammy Awards for Song of the Year and Record of the Year in 1979, and it has since become a widely covered pop standard.