A mid-tempo soul ballad with throwaway lyrics, "Without You," closes out the A-side of the LP version of Let's Dance. The album was co-produced by Nile Rodgers; his Chic bandmates Bernard Edwards and Tony Thompson assist him here. In fact, you could say this is a Chic track with David Bowie rather than Alfa Anderson, Luci Martin and Norma Jean Wright on vocals.
Nile Rodgers told Mojo how Bernard Edwards was very briefly summoned to add bass to the song. "I made a bet with Bowie that Bernard would finish the bassline in 15 minutes," he recalled. "Bernard had such an attitude. He was so pissed off. He wasn't even, like nice to us. He played it down one time and looked at me and David and said, is that what you want? I just sat there a proud papa."