Joel wrote this as a lullaby for his 7-year-old daughter Alexa Ray in response to her question, "Where do we go when we die?" In 2016, Joel told Sirius XM what he told Alexa when she first asked him about life after death: "What I told her was, 'After you die, you go into other people's hearts and they take you with them through their lives, and then you pass that along to your children.' She seemed content with that answer. It was kind of a scary question, but the answer made sense to her." Alexa's mom, Christie Brinkley, did the artwork for the album.
On the River Of Dreams album, Joel wrote each song in reaction to the one that came before it, and "Lullabye" was written to precede the title track. He wrote it as a piano piece, and had the melody before he came up with the lyrics. His original idea was to it be part of a suite with "The River Of Dreams."
The original lyrics were about a man who lost his faith. According to a chat on Joel's The Complete Hits Collection 1973-1997, he had these lyrics translated to Latin and worked them out as a Gregorian chant. It was when putting his daughter to bed one night that he got the idea to turn the song into a lullaby - a song that would represent drifting off to sleep into the River of Dreams.
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