This is about a guy whose girl leaves him, and he is left to wonder what went wrong. A lot of Shannon's songs were about broken relationships. He once said he wrote the words to this about himself because he was forever running away from relationships.
Shannon and his keyboard player, Max Crook, came up with this while they were playing a club in their hometown of Battle Creek, Michigan. Crook played a keyboard called a "Musitron" on the song.
Del Shannon (from 1000 UK #1 Hits by Jon Kutner and Spencer Leigh): "We were on stage and Max (Crook) hit an A minor and a G and I said, 'Max, play that again, it's a great change.'" The drummer, Dick Parker, followed them and after 15 minutes, the manager of the club shouted, 'Knock it off, play something else.'" The next day Shannon wrote some lyrics: "That night I went back to the club and I told Max to play an instrumental on his musitron for the middle part, and when he played that solo, we had 'Runaway.'"
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