Songfacts®:

• In this plaintive ballad, Billy Joel wonders whatever became of his childhood friend who was pressured to pursue a safe career path while Joel went on the road to pursue his dreams.
• Joel said this was inspired by a combination of people he knew. Neither of them was named James, but he chose the name because it sang well.
• Joel spoke about the song's meaning in a 2016 interview with Sirius XM. "It's a little preachy - 'Do what's good for you or you're not good for anybody,'" he admitted.
  
  "I saw people struggling with what their parents' expectations and society's expectations of them were, and what they really wanted to do in their own goals and their own dreams. And I had followed a different path from an early age. Since the age of 14, I was gonna be a musician and nobody was going to distract me from doing that. I stayed on that path, and that was my dream. I followed my dream the minute I recognized what that dream was. And I was seeing my friends going off to do jobs and going to school and following a path that was not theirs. They were trying to fit into the machine, and I knew that that wasn't for them. But that's what people expected them to do. So that's what that song was about - do what's good for you."
• This is the second single from Joel's fourth album, Turnstiles, but it didn't make the charts in the US or UK.
• Joel said the music is based on the style of German composer Johann Sebastian Bach.
• Joel initially recorded the album at Caribou Ranch in Colorado with members of Elton John's band. Those sessions were produced by James William Guercio, who produced many of Chicago's early albums. Joel, however, wasn't satisfied with the results and headed back to New York to re-record the album with his own touring band, setting the standard for his future albums.