"Runaway" was written during an informal recording session at Detroit's Hi-Lo Club. "I hit a series of chords, and Del said, 'Let's build something,'" recalled keyboardist and co-writer Max Crook. "He was humming a melody, and I put that bridge in" — the song's notoriously weird keyboard break, played on an electronic keyboard that Crook invented, which he named the Musitron. Shannon wrote lyrics the next day at his day job in a carpet store. Sadly, he killed himself in 1990, despite the fact that he was working on a new album with Tom Petty and Jeff Lynne, and was also rumored to be joining the pair in the Traveling Wilburys as the late Roy Orbison's replacement.