This confessional track finds Ben Folds struggling with body image issues after a female noticed he had gained weight. He told Billboard magazine: "'Why didn't you tell me how I got fat?' is not usually how you start a ballad, so I felt like that disarms the listener and confuses others. I divorce myself from listeners who aren't tolerant of humor."
"I did notice universally that, especially when it comes to weight, people look in the mirror and get the angle just right, tell themselves it's all right, and then they go out. And people say 'Take my picture from this angle or don't take it from that angle,' and at some point, in time you get a perspective on it and you are like 'Holy s--t!' I also like to start with an awkward sentence to open up with because that's how I feel as a person."
"Handle With Care" started as a George Harrison song with guest appearances by Roy Orbison, Bob Dylan, Tom Petty and Jeff Lynne, but it went so well the five of them decided to form a group - The Traveling Wilburys - and record an entire album.