Allentown - Live in Moscow & Leningrad, Russia - July/August 1987

Allentown is a town in Northeast Pennsylvania about 45 minutes away from the Pocono mountains. An industrial town, many of the once-thriving factories and mills had fallen on hard times when Joel wrote the song, and unemployment in the area was at an all-time high of 12%. Also mentioned in the song is nearby Bethlehem, Pennsylvania, whose main employer, Bethlehem Steel, had been closing operations. Joel sings about the unemployed workers in the line, "Out in Bethlehem they're killing time, filling out forms, standing in line."

Billy Joel did not grow up in Allentown - he grew up in Levittown, on Long Island. In an interview with James Lipton on Inside the Actors Studio, he compared Allentown with his hometown while he was growing up, noting the similarities. Joel stated that the original title was "Levittown," and the original lyrics seemed kind of bland, and he felt that they would possibly be considered boring to the listeners. Some of the original lyrics included lines like, "Well we're living here in Levittown. And there's really not much going down. I don't see much when I look around. The grass is green, the trees are brown. And we're living here in Levittown." So, during the time of the upcoming studio sessions for The Nylon Curtain, Billy took a trip to Pennsylvania. It was here that he came up with the idea for new lyrics. At that time, he had Bethlehem in mind, but was worried people would suddenly get the impression that the song was religious (the birth of Christ was said to have happened was Bethlehem, Israel). It is worth noting that Bethlehem and Allentown are right next to each other. So, he started writing down some lyrics for what later became the song "Allentown."

The distinctive chord at the beginning was originally a mistake, but Joel decided he liked the way it sounded and left it in.