On a July 16, 2006 blog for the Australian newspaper The Herald Sun, Billy Joel said that the music for this song was inspired by the songs of Leiber and Stoller, which were recorded by Ben E. King and The Drifters. He added that the words came from personal experience.
The whole An Innocent Man album was done in the style of 1950s and '60s popular music. It was Joel's homage to the '60s-era R&B that he grew up on as well as his own romantic experiences as a teenager. Joel said in 1000 UK #1 Hits by Jon Kutner and Spencer Leigh, "Usually I agonize over every note, but this time the songs came pouring out of me."
The lyrics are about a woman who's afraid to take a chance on love because she's had her heart broken in the past. She's projecting her fears on to Joel, an innocent man who tries to reassure her that he's not like the other guys.
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