Runaway was written by Shannon and keyboardist Max Crook, and became a major international hit. It is No. 472 on Rolling Stone's list of the 500 Greatest Songs of All Time, compiled in 2010. Singer-guitarist Charles Westover and keyboard player Max Crook performed together as members of "Charlie Johnson and the Big Little Show Band" in Battle Creek, Michigan, before their group won a recording contract in 1960. Westover took the new stage name "Del Shannon", and Crook, who had invented his own clavioline-based electric keyboard called a Musitron, became "Maximilian". The Musitron is what is heard during the break in this song. Del explained how the song was born: "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.'" Tom Petty makes reference to this in "Runnin' Down A Dream." The line is, "It was a beautiful day, me and Del were singing, a little runaway."