Songfacts®:

• The Traveling Wilburys were a collaboration between rock heavyweights Bob Dylan, George Harrison, Jeff Lynne, Roy Orbison and Tom Petty. This song was primarily written by Orbison and Lynne, with Orbison handling the lead vocals. When they first recorded the song, none of the guys were happy with it, but Jeff Lynne was determined to make it work. Tom Petty recalls in the documentary Mr. Blue Sky: "The next day, he came in and stripped the song. He had the lead vocal and the drums, and he completely rewrote the song."
• No one did heartbreak like Roy Orbison. In the '60s, his songs like "Crying" and "Only The Lonely (Know The Way I Feel)" set the standard for plaintive longing. This song is along those lines, with Orbison learning that the woman he left behind (big mistake) has moved on and is now seeing another guy.
• The Traveling Wilburys marked a new era for Roy Orbison, who had been out of the spotlight since the '60s. Although he had drifted away from popular taste, his bandmates considered him a legend and did everything they could to help him stage a comeback. They worked with him on his next solo album, Mystery Girl, but Orbison died of a heart attack in December 1988, a month before the album was released. The first single, "You Got It," became Orbison's first big hit since the '60s.