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."