The Traveling Wilburys formed spontaneously one day at Bob Dylan’s house in Malibu, California, where George Harrison had invited his pals Tom Petty and Roy Orbison to help him and producer Jeff Lynne record a B side for his just-released Cloud Nine. “Jeff and George roughed out the music in the afternoon, and Bob actually barbecued chicken for us,” Petty remembered. “While we ate, we all sat around throwing lines out, got the lyric done, sang it and cut the track. And that became ‘Handle With Care.’ George came up with the title from a road case.” They hadn’t recorded a B side, they’d cut a hit – and become a band.
Steve Perry's girlfriend Sherrie Swafford was actually in the studio when Perry began writing this song--his lone Top Ten hit as a solo act--with two co-writers. The trio began at midnight one night with just "Oh, Sherrie!" and "hold on, hold on." Three hours later, they had a complete song. Swafford, however, had to wait until the next day to hear it. "Sherrie actually got tired and went to bed," Perry said. She also appeared in the video, but their relationship did not hold on for long.