Handle with care: The history and meaning of the Dylan / Wilburys song

By Tony Attwood

How much Dylan is there is the Wilburys?

The answer seems to be there is as much as he wants and as much as we want to hear and it clearly varied from song to song.

Harrison, Petty, Orbison, Dylan, is I must admit, my ultimate super-supergroup.  I have no particular liking for the Beatles, and none of their records, (and I was a school kid when they suddenly exploded onto radio in England, so I had every chance to like them – but I was already playing in a R&B band by then), but I have enjoyed much of the non-Beatle music of Harrison.

Tom Petty has been an absolute favourite ever since I first came across his music, and at every blues dance club I ever visit I ask them to play a blues version of his Free Fallin’.  As for Roy Orbison, I just adored the difference he brought to popular music, and his most extraordinary voice.  Indeed it is such a deep sadness that the man with what to me was the ultimate, ultimate, voice of popular music died in December 1988 just eight months after this song was recorded.

So the guys came together by chance and a sticker (apparently) on one guitar case saying “Handle with care”, stimulated the song.   This is the first ever Wilburys track, seemingly genuinely co-written with the guys in the band calling out lines and gradually evolving the music.   As for Roy Orbison, Tom Petty said in the Mystery Girl documentary, “I was just taken by how amazing this guy was, I mean, just sitting, singing softly on the sofa with an acoustic guitar, his voice was unbelievable.”

Although Handle with Care is a song put together by committee (or so it would seem) it has an unusual construction.   The first two verses are straightforward

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

Reputation’s changeable
Situation’s tolerable
But baby, you’re adorable
Handle me with care

But then we have an interlude, which is sung by Roy Orbison…

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

This section is particularly interesting because of the sudden change of chord structure.  The song is in G but here in the middle 8 the unrelated chord of B7 is thrown in – it is this that gives the Orbison section such a different feel from everything else in the song.

Roy Orbison didn’t write many songs, but the songs he did write are utterly exquisite – remember Pretty Woman, Only the Lonely, Running Scared, In Dreams, It’s Over…  (If you want to explore what this guy could do to turn the construction of a popular song upside down try the coda of Running Scared.)

This then is followed by a middle eight sung by Bob Dylan and Tom Petty…

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

And then we are back to the verse

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

Been stuck in airports, terrorized
Sent to meetings, hypnotized
Overexposed, commercialized

Handle me with care

Then we have the interlude again, and then the middle 8, but this time with Jeff Lynne and Roy Orbison singing before another verse…

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

The writing of the song is credited to George Harrison, Jeff Lynne, Roy Orbison, Tom Petty, and Bob Dylan and I am not too sure how much Dylan there is in this.  One can get an insight however in the same way that art experts look at paintings and consider the brush strokes to see if they are by a particular old master.

I don’t classify myself as being equivalent to an art expert, but I can say that the phraseology of the song is not Dylanesque.    That final verse quoted above has nothing in it at all that looks like Dylan at any stage of his writing career thus far.   And his last two compositions were What good am I and Dignity  which show completely different issues exercising his mind both musically and lyrically.  If I must pick a line that could be Dylan’s I would go with

I’ve been robbed and ridiculed

I am sure you can work out why!

This song represents a man who has had tough times, and now needs careful treatment talking to his new lover and asking that she is kind to him, because of everything he has suffered.  There is nothing in such a concept that I can relate to a Dylan song – but if you can, please do let me know.

Allmusic’s Matthew Greenwald called the song “one of the most memorable records of the 1980s…   Musically, the song is built around a descending, folk-rock chord pattern and some fine major-key chorus movements. George Harrison handles the verses, and there are also two excellent bridges featuring Roy Orbison and Bob Dylan. Orbison’s section capitalizes on his awesome, operatic vocal pipes, and the effect is wonderful.”

It has also been pointed out that the opening chords are “reminiscent of Jeff Lynne’s “10538 Overture”, the ELO single from 1972.”

At the time of making the recording there was no thought that the band would go on from that point, but apparently everyone enjoyed the situation so much that they got back together to make the album, including “Handle With Care” as the promotional track.

I must say I really do love it – as much now as when I first heard it.  There is something so fresh and different about the piece, with the odd unexpected moment that every great song needs.   Consider just once more

Reputation’s changeable
Situation’s tolerable

Who has ever written lines like that before in a pop song?  I’d guess Tom Petty wrote them and I think I hear his influence a lot in the piece – but it probably did need all of them there to make it happen.


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  1. This still has not answered my question: there two voices singing the same verse ” oh the sweet smell of success, handle me with care” and by the way I’ve always loved the Beatles & George Harrison has always stand out.

  2. So your saying the it is Mr. Orbison that is singing the back ground with Mr. Harrison, and has I said I’ve always loved the Beatles I grew up listening to them, my Uncle had this really cool stereo,( Kenwood I do believe), their music sound great.

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