Composed and recorded by Billy Joel for his ninth studio album, An Innocent Man. The song is about a working class downtown man attempting to woo a wealthy uptown girl. Billy Joel had originally titled the song Uptown Girls, at a time when he was surrounded by Christie Brinkley, Whitney Houston, and his then girlfriend Elle Macpherson. According to the singer, the song was initially written about his relationship with Elle Macpherson but then ended up being about his soon to be wife, Christie Brinkley, as well. He also said the song was inspired by the music of American band Frankie Valli and the Four Seasons. In the music video, Billy Joel plays an auto mechanic who, with the help of three other mechanics, attempts to impress a high-class uptown girl whose car has arrived at the auto shop/gas station for gas. The Uptown Girl featured in the video is played by Christie Brinkley, whom Billy Joel married two years later.