The Story Behind “Handle with Care” by the Traveling Wilburys and How It Was Inspired by a Box in Bob Dylan’s Garage

While George Harrison was recording Cloud Nine with Jeff Lynne, they discussed creating a band to record a song as a bonus track for his next European single. The resulting supergroup took on pseudonyms as half-brothers from the traveling Wilbury family. Based more on “who would you rather hang out with” than musical ability, they brought in Tom Petty, Bob Dylan, and Roy Orbison to fill out the group. They each shared a love of ’50s music as well as the comedy of Monty Python. As the song was recorded, everyone agreed it was too good for the limited exposure it would receive as a bonus track on a European single. They instead recorded an entire album and used the song as the lead single. Let’s take a look at the story behind “Handle with Care” by the Traveling Wilburys.

Been beat up and battered ’round
Been sent up, and I’ve been shot down
You’re the best thing that I’ve ever found
Handle me with care

The Band’s Formation

As Harrison worked on Cloud Nine, producer Lynne was also working on Roy Orbison’s Mystery Girl. Although the studio was booked, Harrison invited Orbison to join him for the session. He called Dylan, who agreed to let them use his Malibu studio. Harrison went to Petty’s house to retrieve a guitar and asked the singer to join them in the studio.

Reputations changeable
Situations tolerable
Baby, you’re adorable
Handle me with care

It Came from a Box

When the band recorded the basic tracks, they used Dylan’s Ampex recorder in his Malibu garage. There was a box there marked “Handle with Care,” which inspired the lyrics. The track started with acoustic and electric six- and 12-string guitars and a drum machine.

I’m so tired of being lonely
I still have some love to give
Won’t you show me that you really care?

A Great Picture Emerges

All five band members shared writing credit on “Handle with Care,” but Petty talked about writing a song with Dylan. In 2010, he told Mojo magazine, “There’s nobody I’ve ever met who knows more about the craft of how to put a song together than he does. I learned so much from just watching him work. He has an artist’s mind and can find in a line the key word, and think how to embellish it to bring the line out. I had never written more words than I needed, but he tended to write lots and lots of verses, then he’ll say, this verse is better than that, or this line. Slowly, this great picture emerges. He was very good in The Traveling Wilburys. When someone had a line, he could make it a lot better in big ways.”

Everybody’s got somebody to lean on
Put your body next to mine and dream on

“I’m playing the guitar in front of a Beatle!”

They originally asked Mike Campbell, who is part of Petty’s backup band The Heartbreakers, to play the guitar. He told Uncut magazine, “They didn’t have the slide intro. I set up my amp, and Tom, Jeff, and George are there. I’m trying my best, but I thought, ‘Oh my gosh, I’m playing the guitar in front of a Beatle!’ I played pretty good, but I said, ‘I really think George would be better on this. His fill would be much sweeter.’ So, he used my amp, and I handed him my guitar. He came up with that beautiful guitar part.”

I’ve been fobbed off, and I’ve been fooled
I’ve been robbed and ridiculed
In daycare centers and night schools
Handle me with care

The Recording

Harrison added the electric slide guitar part on a Rickenbacker 12-string, and Dylan played harmonica. Drummer Ian Wallace and Lynne overdubbed percussion. The Wilburys wanted Jim Keltner to be involved, and he also added some percussion to the drum machine track at Quincy Jones’ Los Angeles studio.

Been stuck in airports, terrorized
Sent to meetings, hypnotized
Overexposed, commercialized
Handle me with care

“The Big O”

The “Handle with Care” music video was shot in October 1988 at an abandoned brewery in Los Angeles. David Leland directed the video after recently completing Harrison’s HandMade Films production Checking Out. The Wilburys performed the song around a single microphone. It was the last video to feature Orbison, who died of a heart attack two months later. “The Big O” had entertained the rest of the band by reciting entire Monty Python sketches. In 2015, Lynne told author John Van der Kiste, “He’s got this enormous and most infectious giggle you’ve ever heard, and we’d all be giggling like schoolgirls after a minute or two and all fall about!”

I’m so tired of being lonely
I still have some love to give
Won’t you show me that you really care?

A Guitar on a Chair

The remaining members of the band carried on and made another video for “End of the Line.” When Orbison’s lines came up, shots of a guitar on a chair were shown to represent the departed singer. Funnily enough, a second album was also made, entitled Volume 3.

Everybody’s got somebody to lean on
Put your body next to mine and dream on

The Song’s Afterlife

In 2002, Petty, Lynne, and The Heartbreakers performed the song at the Concert for George, a tribute to Harrison, who died in 2001. In 2004, they performed “Handle with Care” with Harrison’s son Dhani at the Rock & Roll Hall of Fame induction ceremony. In 2006, Jenny Lewis covered the song on her debut solo album Rabbit Fur Coat. In 2014, Lynne performed the song in London’s Hyde Park for the BBC Radio 2 Festival in a Day. In 2019, Dhani Harrison was the featured guest during Jeff Lynne and ELO’s tour of the U.S. He included the song in his sets.

I’ve been uptight and made a mess
But I’ll clean it up myself, I guess
Oh, the sweet smell of success
Handle me with care

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Photo by Michael Kovac/WireImage