♪ Oh, oh, oh, oh, wah ♪ Only the lonely ♪ ♪ Only the lonely ♪ Dum dum dum dum dee doo wah ♪ ♪ Know the way I... ELVIS COSTELLO: People that are completely unique, you don't so much admire them as just marvel at them.

♪ Only the lonely... JEFF LYNNE: I was, um, sitting in the living room with me mum and me aunty, and it came on the radio.

BILL WYMAN: [sighs] What a voice, yeah.

Fantastic, and I always liked his stuff, bought his records.

LYNNE: Me mum and me aunty were like going, "Ooh, it's too sexy."

♪ Only in dreams NARRATOR: Sexy and cool, Roy Orbison was perhaps the most humble and influential rock star the world ever knew.

♪ Beautiful dreams JOE WALSH: All of us in studying the craft of making a good record had just, had studied Roy's work.

ROBIN GIBB: In many ways my whole life has been fashioned subconsciously by him.

♪ ...in dreams ♪ I'm goin' back someday ♪ Gonna stay on Blue Bayou ♪ ♪ Where the folks are fine ♪ ♪ And the world is mine ♪ Blue Bayou NARRATOR: His unique voice, his unique sound, his totally unique appearance made Roy Orbison one of a kind, especially in Britain where his talent was embraced and supported by rock royalty.

♪ Golden days before they end ♪ BARBARA ORBISON: I think Roy and England had a love affair, I mean, Roy loved the British, and the British loved Roy.

[crowd cheering] [drumbeat] [playing "Oh, Pretty Woman"] ♪ ♪ Pretty woman, walking down the street ♪ NARRATOR: By the 1980s Roy Orbison's status as a living legend was well and truly confirmed when some of the biggest names in the music business queued up to be in the backing band for his Black and White Night concert.

♪ No one can look as good as you ♪ BARBARA ORBISON: Roy and I talked about doing a show that would be a performance show for Roy, so we set a time finally, September 1987.

♪ I couldn't help but see ♪ Pretty woman COSTELLO: It had been a while since people had focused on Roy's music quite this way, A lot of care was taken to do the songs justice the way I believe the show does.

♪ ♪ Rawr-r-r-r-r-r-r-r [crowd cheering] BARBARA: I'm being asked all the time how this wonderful cast came together.

♪ ...stop a while Everybody just seemed to be available at that particular time.

If we would have done it a month before, a month later, I don't think everybody could have been there.

♪ COSTELLO: I don't think the entire ensemble was, was, was, um, put together until we were all on the set of the Cocoanut Grove in the Ambassador Hotel.

[plucking guitar] I know Bruce Springsteen arrived at the very last minute.

BRUCE SPRINGSTEEN: How did you end there?

COSTELLO: My big memory of that night was Bruce arriving, I think, for the sound check and then realizing that his, his memory of the songs was not the same as the ability to play them.

ROY ORBISON: ♪ Sweet dream, baby SPRINGSTEEN: And then you go...

BOTH: [higher octave] ♪ And sweet... ROY: You might want to go under me.

SPRINGSTEEN: Yeah, I may have to.

COSTELLO: When he actually looked at the charts and realized that there were, there were odd counts in some of the songs, and I have an image of him sitting with his guitar, with the head--you know, like a cassette Walkman, comparing what he had obviously memorized over, you know, a couple of decades since the records came out, to what was written on the page and frantically kind of closing the distance between the two things if he was gonna play on a couple of these songs, and I thought, well, that's really the measure of how much he loved Roy, because he was really dedicated.

♪ Sweet dreams, baby ♪ Oh, how long must I dream?

♪ SPRINGSTEEN: OK. ♪ Sha la la la ♪ Sweet dreams, baby ♪ Sha la la la, sha la la la ♪ NARRATOR: Orbison clearly inspired anyone who was anyone in music, but just where did all the raw talent come from?

♪ Born in 1936 in the small town of Vernon, Texas, from an early age Roy was single-minded in his pursuit of a career in music.

ROY: My mom and dad gave me a guitar when I was six years old.

I always wanted to be a singer.

My father asked me, uh, when I was about six or seven, maybe even earlier.

I don't know whether I was playing the guitar at the time or not, but he said, you know, what are you gonna be when you grown up, and I said I'll be a singer.

♪ I was able to get on a radio show when I was eight years old, an amateur hour, and I showed up so often that they made me a part of the show.

And when I was 14, I think, I moved to West Texas and formed a group.

Well, we were from Wink, Texas, and so we were the Wink Westerners, and when we became a bit more popular, we became the Teen Kings.

♪ We'll hang out and raise the fun ♪ ♪ We'll stay out till after one ♪ JOHNNY CASH: I met him the first time in Odessa-Midland, Texas.

He had a group that played on the local television show there, and the song was called "Ooby Dooby."

♪ Ooby dooby, ooby dooby ♪ Ooby dooby, ooby dooby, ooby dooby ♪ ♪ Dooby doo wah ROY: I, uh, made a demonstration record called "Ooby Dooby" and sent that then to Sam Phillips in Memphis, Tennessee.

He asked me could I be there in three days, and so I grabbed my group together and we made the record and I dropped out of the university, the junior college that I was attending then, and went on the road within two or three months.

CASH: What I thought at the time was the smallest voice was Roy Orbison.

Sam Phillips said he had to put the microphone down his throat to pick him up, but I think Sam had the wrong kind of microphone, because his later, later records prove that, that he's not only got a great, strong voice, but he's one of the greatest singers in our business.

But he saw his own potential.

as did others, and he moved to a bigger label and had bigger records.

♪ Pretty woman ♪ Walking down the street ♪ Pretty woman ♪ The kind I'd like to meet ♪ ♪ Pretty woman NARRATOR: Searching for ways to fulfill that potential, Roy looked across the Atlantic to an early '60s music culture in Britain that was more than ready to embrace something new.

♪ Mercy!

♪ TONY KING: In the early '60s I worked for Decca as a promotion man, and my job apart from promoting records was to look after all the American artists who came to London.

I was 21 years old, and it was a dream job.

♪ Are you lonely just like me?

♪ ♪ ♪ Rawr-r-r-r-r-r-r ♪ ♪ Pretty woman, stop a while ♪ ♪ Pretty woman...

Very American, Southern, polite, and that was my initial impression of Roy-- very softly spoken, very polite, very appreciative.

He was a gentleman.

Real gentleman, actually.

And that's what, you know, that's kind of rather sweet Southern-states-of-America charm that he had.

♪ Pretty paper, pretty ribbons of blue ♪ ♪ Wrap your presents to your darling from you ♪ ♪ Pretty pencils to write "I love you" ♪ He would invariably come with his wife Claudette and his boys.

They'd have a little apartment, and I would spend a lot of time with them as a family, because they were very family, and he loved having the boys around, he loved having Claudette around, and, uh, so I became part of their family.

♪ Downtown shoppers ♪ Christmas is nigh ♪ There he sits... GERRY MARSDEN: He always reminded me of like a preacher, he was so gentle.

Very, very sweet, loved his kids, loved the family.

He was just a lovely guy.

I mean, we were all mental, we were young and mad.

Roy was very, very polite American, you know, he was very sweet.

We were Scousers, hard cases, nutters.

He was a gentleman.

KING: We were idolizing Americans at this point.

You know, we had Cliff and we had Tommy Steele, but... MARSDEN: We were just kids from Liverpool, who knew nothing, following Roy Orbison, a massive star, whose songs we'd sung for years, and we're there with him, and watching him-- ha, a dream.

♪ Well, I got a woman, mean as she can be ♪ ♪ Some-a-times I think she's almost mean as me ♪ OLIVIA HARRISON: The Brits were so enamored of American, of rock-and-roll.

Um... they possibly appreciated them more than the Americans did.

[screaming] KING: You know, the songs seemed more hip and the performances were more hip, and that's what we were all about.

Um, I think any British recording artist from that period would probably tell you the same thing.

THE BEATLES: ♪ So, please... NARRATOR: Though Britain was hungry for all things American, Roy's first UK tour would turn out to be an unexpected test of just how loyal his British fans might be.

An all-English musical phenomenon was sweeping the country.

Roy found himself sharing the bill with the Beatles.

[crowd screaming] HARRISON: You know, from what George told me, they were so starved of rock-and-roll and how they waited for the records to come out, and they, they knew there was this thing going on in America, but-- so for them it was, it was just something that they were really hungry for.

KING: The Beatles responded to Roy with total admiration.

I can't emphasize how much American artists were the, were the thing to admire, you know, and all things American.

WYMAN: Before I joined the Stones in the late '50s, I thought he was fantastic, and then he toured with the Beatles, '63.

[crowd screaming] MARSDEN: The Beatles were on the tour with us-- the Beatles, ourselves and Roy--massive tour.

1963 was a great time for me.

It was my first record, first number one, and my first tour, with Mr. Roy Orbison, who became a very dear friend, and such a lovely guy.

♪ Yeah, I got a woman ♪ Sha la la la ♪ Yeah, I got a woman ♪ Sha la la la ♪ Yeah, I got a woman ♪ Sha la la la HARRISON: George told me they followed Roy, and they would stand in the wings listening to this big ending, and he said they'd be just trembling thinking how on Earth are we gonna go out and follow this?

♪ [applause] ♪ KING: In spite of the fact that the Beatles were getting this huge acclaim from the British public, right from the word go, really, from "Love Me Do" it started.

When Roy came on stage, he, he still had the goods to top them.

♪ But just before the dawn ♪ He just stood there and sang.

That's all he did.

Didn't do anything else!

I don't remember him...

I don't remember him putting one foot to the left or one foot to the right, to be honest with you.

♪ I can't help it ♪ I can't help it ♪ If I... KING: That was what the impact was, was that he had the nerve to do that.

To just stand there and let his voice do the work.

♪ It's too bad that all these things ♪ WYMAN: Some people can do that, they just give off this aura where they don't have to move about.

I've been trying to do it for 30 years, but it doesn't happen with me!

So I stay in the shadows.

[laughs] ♪ Only in dreams ROY: Well, in my case, when you, when you see me perform, it's, uh, what happens is I sing, and the audience watches me do that.

♪ Some-a-times I think she's almost mean as me ♪ On opening night I had between 7 to 15, 20 encores, and Paul and John grabbed me by the arms and said, Yankee, go home, whatever this, you know, and would let me take my last curtain call, but it was all in good fun.

MARSDEN: And that voice.

My God!

Used to annoy me it was so good.

♪ Each place we go ♪ So afraid KING: He'd sing "Running Scared," and his mouth would go... "Just running scared," like this, you know, this tiny little movement of the mouth, but bwaah, and he'd get to the end of that song where it goes up and up and up and up, and his mouth still wasn't moving, not a lot, you know, not like, rrrr, you know, I'm really gonna give it the full whack.

He'd just still stand there, and his mouth would open slightly more, and out would come this incredible note, and I think that was what was so thrilling because he, his modesty, in combination with his vocal prowess, was quite something to see.

♪ ...scared, you love him so ♪ MARSDEN: The way he sang was different than we'd ever heard before.

Elvis didn't do that, Roy did it, you know, and I think just the difference in sound that that man made, that's why he was so popular.

♪ If he came back ♪ Which one would you choose?

♪ ROY: I, um, never had any formal training, and I think maybe it's just that I might be a baritone with a, a real high range, uh, two and a half octaves or so, but I've never checked it.

♪ ...head in the air ♪ Oh, my heart was breaking ♪ ♪ Which one would it be?

♪ You turned around and walked away with me ♪ I started singing this way because I, I was writing songs, and I, um, I wrote the melody that I heard in my head, and I, and so then I had to sing those notes as well.

And I didn't know how high or low you were supposed to go, so I went where I wanted to.

♪ I could smile for a while ♪ ♪ But I saw you last night ♪ ♪ You held my hand so tight ♪ ♪ As you stopped to say hello ♪ ♪ Oh, you wished me well ♪ You, you couldn't tell ♪ That I'd been crying ♪ Over you ♪ Crying over you ♪ Then you said so long ♪ Left me standing ♪ All alone ♪ Alone and crying GIBB: There was something about Roy's voice that was completely unique to him-- which was, which was obviously a good thing, because it was hard to emulate-- that had this sort of, and I always think this is good, it had a sort of, it had a crying sound to it.

It almost was like a controlled cry.

♪ But the touch of your hand ♪ ♪ Can start me crying ♪ ♪ I thought that I was over you ♪ ♪ But it's true, so true ♪ ♪ I love you even more than I did before ♪ ♪ But, darling, what can I do?

♪ ♪ For you don't love me ♪ And I'll always be ♪ Crying over you ♪ Crying over you ♪ Yes, now you're gone ♪ And from this moment on ♪ I'll be crying ♪ Crying ♪ Crying ♪ Crying ♪ Yeah, crying ♪ Crying ♪ Over you ♪ [applause] Thank you.

♪ Golden days before they end ♪ NARRATOR: Roy's entry into the British music scene had been a triumph, with "It's Over" topping the UK charts in 1964.

♪ ...baby won't be near you ♪ But personal tragedy would soon threaten to end Roy's career.

In 1966, his wife Claudette was killed in a motorbike accident.

And there was even more heartbreak to come.

KING: They had this beautiful boy called Roy Duane, and I used to take him to the zoo and take him around, and I loved his company, he was like a really sweet kid.

And I remember once I came back to the promotion offices in Great Marlborough Street, the Decca offices, and Roy Duane, I'd exhausted him, and he must have been about six or seven-- he wasn't a baby.

Anyway, I'd had to carry him back to the office because he was so exhausted he fell asleep, and I remember carrying him, and I remember his little head on my shoulder.

♪ But, oh, what will you do?

♪ And then he got... burned to death in that fire.

♪ We're through ♪ We're through TERRY WIDLAKE: Well, we'd been playing the Birmingham Theatre for a week in-- this was September '68-- and the following day we were gonna do the last performance, which was a concert in Bournemouth, and then he was gonna be flying back to the US, that was the end of the tour.

I got the call about 3 o'clock in the morning local time in England.

♪ ...fly ♪ Send falling stars that seem to cry ♪ CASH: He was on tour in England, and he got the news over there that his house had burned and he had lost two of his boys.

KING: I remember thinking how is that... man gonna cope with that?

♪ It breaks your heart in two ♪ ♪ To know... CASH: He stayed in seclusion for quite a while.

We made contact and let him know we cared and were concerned, and, uh, it was a long time until I saw Roy because it wasn't something that he was wanting to talk about.

WIDLAKE: Well, to be quite honest, I really thought at that particular point in time that he... that would be the-- that we would never see him again.

I thought that would be-- He had not worked really since, since Claudette had died.

However, I did get another call saying that he was coming back.

NARRATOR: To a large extent, Roy's return had been made possible by someone he had met and fallen in love with before the fire.

BARBARA: We started dating, and six weeks later the house fire happened in Hendersonville, Tennessee, and I think it was such a gift for him to have fallen in love with me before, so he did have a focus.

It gave him a chance to create a life that he really wanted, and that was one of a real stable family and to have more kids.

You know, Roy just had such an incredible gentle strength.

He scaled the heights and the lows.

♪ Lonely rivers sigh, wait for me... ♪ I arrived in December of '68 in, in Tennessee.

And then we traveled in America, and we got married in March.

♪ We had Roy Kelton, Jr., who was born in 1970, and then Alex in '74, and we had Wesley from the marriage with Claudette.

If you would have seen Roy with the kids, you would have never suspected that he had lost two kids in a house fire.

♪ ...lonely time ♪ ♪ Time goes by... CASH: They came through it in a really great way, a very surprising way.

He came back stronger than ever after this terrible loss of those two boys.

He came back, uh, with all of the determination and the will to go ahead and to be the great artist he is.

[drumbeat] [playing "Oh, Pretty Woman"] NARRATOR: As the '70s dawned, a new-look Roy returned again and again to tour for his UK fans, and of course, the Orbison family went, too.

♪ Pretty woman, walking down the street ♪ ♪ Pretty woman... BARBARA: When it was tour time, we all went.

We went, nannies, everybody just went out on the road.

Uh, baby formulas, baby cribs, perambulators, whatever it took, you know?

♪ Mercy!

We would be, tours or no tours, probably four or five months out of the year in London.

We practically lived here in the '70s and loved it.

♪ I couldn't help but see ♪ Pretty woman ♪ You look lovely as can be ♪ MARSDEN: He loved England, he loved the British people.

There was something about Britain or the British people that Roy liked.

BARBARA: You know, I think that it was a love affair, you know, Roy Orbison loved, Roy loved England.

I mean, he loved everything about it.

He loved the food, and that was tough to love in the '60s.

LYNNE: He came up to my house in the Midlands, and he brought with him, he showed me in his trunk, he said look at this-- he had a driver and that-- and he said look what I've brought, and he'd got like four sets of pie and mash, you know, for everybody, you know, brought it all the way from London.

♪ Pretty woman, say you'll stay... ♪ KING: Roy, I think, just loved the English way of life.

MARSDEN: He would love to listen to accents and go and see places in Scotland, and go and visit castles and, ugh, walk the hills.

Nutcase!

We were in bed, he was walking the hills.

He just loved Britain, he really did.

And we loved him.

♪ Tonight ♪ Pretty woman KING: He was very real.

He wasn't slick, and he wasn't showbizzy.

He didn't have a patter, you know, he didn't... he wasn't a schmoozy kind of guy.

[applause] ROY: Thank you.

Thank you very much.

I appreciate you coming tonight very much.

Uh, we're happy to be here, hope you are.

BARBARA: He was that same person, on stage and off stage, It was never about ego, you know, it was just about being himself.

♪ Only the lonely ♪ Dum dum dum dum dee doo wah ♪ ♪ Know the way I feel tonight ♪ ♪ Oh, yeah, yeah, yeah, yeah ♪ KING: It's inherent in the British nature to admire modesty, especially when it's accompanied with a great talent.

♪ There goes my baby ♪ Bop bop bop bop He was a shy man, a family man, a quiet man.

Who he was was just as much a part of everything as what he was singing.

♪ Know why I, I ♪ I cry BARBARA: By the time we got married, all that was important was to have a great relationship and to live life and to sort of like mend, you know, those, those incredible, painful times and to really enjoy life and do what he felt he was called on this earth for.

♪ Yeah, I got a woman ♪ Yeah, I got a woman ♪ And he said for that I will go anywhere, the smallest club, the biggest arenas, whatever.

♪ Sometimes I think she's almost mean as me ♪ [Sex Pistols playing "God Save the Queen"] ♪ NARRATOR: Though Roy still had a loyal following, the mid '70s saw a change in the British music scene.

The rejection of all things mainstream, and the stripped-down instrumentation of punk rock seemed, at first glance, to leave little room for the Big O.

SEX PISTOLS: ♪ A potential H-bomb [playing "Oh, Pretty Woman" on acoustic guitar] ♪ ♪ Pretty woman ♪ Won't you pardon me?

♪ Pretty woman ♪ I couldn't help but see ♪ Pretty woman ♪ You look lovely... STEVE JONES: See, I can't get up there.

When I was in the Sex Pistols, if you were a closet music fan like myself, you know, there were loads of bands that I would have probably got hung for if it would have gotten out that I liked at the time, you know?

Would it, would he come under the umbrellas, it's old hat, and you shouldn't be liking them, because we're against all that nonsense.

Um, I don't think that is the case.

I don't think he ever fell into that bag as being out of flavor, you know.

BONO: When I was growing up in the '70s, Roy was kind of an anachronism, really.

He, he was completely out of kilter with the times, and people I was hanging out with didn't have Roy Orbison albums, they just, they just didn't.

Um, he was from a different era.

But then as the '70s begat punk rock, there became an interest in the '50s.

Um...

I think it was, you know, punk rock was about, was, you know, a '50s thing in a way-- Rebel Without a Cause, the short haircuts, the, the stance of Elvis, stripping things down to the bone.

So it was through the door that punk rock opened that Roy Orbison walked into my life.

BARBARA: You have to remember, Roy didn't get to be Roy Orbison by being like anything but outside the norm.

Those guys in Memphis, when they created rockabilly, you know, they didn't create rockabilly by being the boy next door.

♪ Just running scared ♪ Feelin' low HARRISON: Although he was right in there at the very beginning with Jerry Lee and Elvis, I think because he was so unique, his particular type of singing, that he didn't really come in or out of fashion, and I think when rock-and-roll came to England and then English music went back to America, you know, Roy was sort of outside of that.

♪ His head in the air ♪ Ooh ooh ooh ooh ooh ♪ And my heart was breaking, which one... ♪ GIBB: It's not a sissy thing for a man to sing about emotion.

It's just what it is, it's real, and, and I think everybody can relate to that.

And he does it in such a way that's so, you know, open.

Opens his heart completely.

BARBARA: Not being a wimp.

I think that was the magnificent part about the singer and the songwriter Roy Orbison.

He turned something that could have been a weakness into total strength.

LYNNE: It was very, very unusual at the time.

I mean, since then everybody's crying like a tart, but in them days it was quite bold to say that you cried, yeah.

BERNIE TAUPIN: He was one of the first, um, Top 40 artists to take away or veer off from the traditional way of saying things, you know, um, which he did in all those classic songs.

ROY: I had to write the songs that I wanted to sing, because no one else really would at the time, and then I thought, since I wrote them, I might be able to sing them better than the next person.

So, it kind of goes like that.

So, whatever the style is, it's basically me and my personal taste.

BONO: Roy, the singer, people talk about all the time.

Everyone, everyone curtsies to the voice, and so they should.

The thing people don't talk about enough as far as I'm concerned is, is how innovative this music was, how radical, in terms of its songwriting.

ROY: When I write a song, I don't think in terms of like two verses and a chorus, or the accepted method of songwriting.

I just start, and wherever I want to go, that's where I go.

[applause] ♪ In dreams I walk... BONO: Classic pop structure is, you know, uh, verse, chorus, verse, chorus, um, middle eight, chorus, end.

You know, that's just most pop songs in the world are kind of like that, and then you hear something like "In Dreams."

♪ In dreams you're mine ♪ All of the time I mean, I can't remember the structure, but it's something like A, B, C, D, E, F, G-- I mean, nothing repeats.

COSTELLO: From those odd proportions comes the tension, and from the tension comes the emotional impact, that it takes you somewhere unexpected.

♪ But just before the dawn ♪ ♪ WYMAN: He slowly built it from nothing and built it into this huge climax, and then it went into another part which was even better, and got even bigger and better, and that's what I liked about his songs.

♪ I can't help it ♪ ♪ I can't help it ♪ ♪ If I cry... WALSH: That's really hard to do... ♪ I remember ...as a songwriter.

The ability to just have the music flow with the storyline.

Uh... very few people could, could do that.

♪ ...that all these things ♪ ♪ Can only happen... BONO: What you end up with is a pop song that broke every rule and... and won.

It's like a classical composition.

♪ Only in dreams ♪ ♪ In beautiful dreams COSTELLO: I was at a classical concert one night, and, um, this Schumann song started, was in the program.

And I said this, this is the melody, this is is the actual melody of a Roy Orbison song.

♪ You know I can't help myself ♪ ♪ And now I'm crawling back ♪ And Roy's song goes... ♪ Only you and you alone can keep me crawling back ♪ ♪ After all you've done to me ♪ ♪ The way you put me down ♪ I still will be your clown ♪ ♪ Because I love you ROY: ♪ I still will be your clown ♪ ♪ Because I love you COSTELLO: And the Schumann song goes... ♪ Da da da da, da da da doo ♪ ♪ Da da da doo doo doo doo da ♪ Has very similar shape, you know.

♪ You know I will die for you ♪ I suppose like anybody of his age he could have turned on the radio and maybe heard some gracious melodies there, but it doesn't fit in with any of the other things about his music.

I mean, the background in music, as I understand it, and certainly those early records on Sun and so forth, were, you know, they were of their time, and they were good records, but they, they were rock-and-roll records, and at a certain point he started writing these ballads that were just not like anything else.

♪ Ooh ♪ Crawling back... WALSH: Roy was the real thing... in a time where... very few people wrote their own material.

TAUPIN: There was so much soul in that music, and mystery.

And, um, it was, it was mystery music.

KING: They were very, very dramatic songs, and he was kind of dramatic, too.

He was very dark and always in black and the glasses.

♪ Wild hearts run out of time ♪ ♪ And you'll need a love like mine ♪ ♪ To show you hope is there ♪ WYMAN: I never knew why he wore the shades all the time.

I think he thought he had weak eyes or something.

♪ Wild hearts run out of time ♪ ROY: I simply left my clear pair on the airplane when I did the tour with the Beatles and Gerry and the Pacemakers in '63.

BARBARA: By the time the pictures came back, and by the time he played a couple of nights, he never changed.

He always wore sunglasses every night he played, for the rest of his life.

♪ Don't let the bright lights burn you ♪ Buddy Holly made it okay to wear prescription glasses on stage, and then Roy made it cool to wear prescription sunglasses.

They're still cool today.

♪ It could be yours or mine ♪ ♪ It happens all the time ♪ Wild hearts run out of time ♪ ♪ Wild hearts run out ♪ of time ♪ [click] [guitar strum] [lip-synching to Roy] ♪ A candy-colored clown ♪ they call the Sandman ♪ Tiptoes to my room every night ♪ ♪ Just to sprinkle stardust and to whisper ♪ ♪ Go to sleep... DAVID LYNCH: Dennis Hopper was supposed to sing it, and, uh, so I got him the music and told him to learn, you know, the lyrics and practice, and I thought he was, you know, memorizing it, and, uh, Dean Stockwell was a good friend of Dennis's, so Dean said he would work with Dennis, and so I pictured the two of them going and Dennis, you know, having it down.

And, uh, in the process, uh, you know, Dennis had kind of, uh, burned himself pretty bad from his past living, and he wasn't able to memorize these things.

[lip-synching] ♪ ...you ♪ In dreams ♪ I walk with you But Dean memorized it, and so when we started rehearsing the scene uh, where this song was supposed to be, uh, at a certain point, uh, the two of them were sort of singing.

At a certain point Dennis just dropped out and was just watching Dean, and Dean was letter perfect, and it just was so obvious what was supposed to happen.

♪ [turns off music] [ejects cassette] DENNIS HOPPER as Frank: Alright!

Let's hit the road!

LYNCH: I heard rumors that, uh, after the film was released, Roy saw it and was upset about, um, uh... That song meant something to Roy, you know, and it didn't mean what it was in the film.

TAUPIN: There was such a... sexual conflict going on in his songs, They weren't, they weren't about holding hands, They were about, you know-- There was a grind to them, there was a, there was a sweatiness, you know, there was a longing and anxiousness about them, and they were basically songs about sex.

♪ It's too bad that all... ♪ LYNCH: Then he saw it again and, uh, changed his mind, and appreciated it from a different, you know, point of view, so, um, by the time I met Roy, uh, he was, you know, pretty happy about, uh, Blue Velvet.

♪ Only in dreams ♪ In beautiful dreams BONO: I'd had David Lynch's soundtrack to Blue Velvet, and I kept, just I had it on repeat, and it was going round and round and round, and kept stopping appropriately on "In Dreams," and I couldn't sleep, and this song was going through my head.

When I woke up the next day I had a song in my head, which I presumed was another Roy Orbison song that was on the soundtrack, and I looked for it and I couldn't find it, and I thought, well, where's this tune, maybe, maybe I've, maybe I've just written it.

So I took it down to the soundcheck and I played the tune to the rest of the band, they really liked it, and I said this is kind of like a Roy Orbison song, is it?

And they said, yeah, yeah, Roy Orbison, yeah, great, we like him.

And we played the concert, and then after the show I was sitting, but then I had the guitar up again and I was trying to finish the song, and there was a knock at the door, and John, our security guy, said, "I've got, there's Roy Orbison and his wife Barbara outside.

Uh, uh... Can I bring them in?

They'd really like to meet you."

So the band looked at me like I was, um, I've either been winding them up or I had some voodoo in me.

ROY: My, uh, wife and kiddies had been to see U2 and told me about them, and I, I hadn't heard them or seen them, and I went to one of the concerts in London when I was there with fresh ears, and, uh, I wasn't expecting anything, I just went to see, and an open mind.

BONO: He said in this very quiet voice, you know, I really liked the show and can't tell you why I liked it, but, uh, I really liked it.

He said, "You wouldn't have a song for me, or should we write a song together, because I just, you know, I'm kind of into what you're doing."

So everyone's kind of falling round, uh, and just no one could quite believe their ears, and I played him there and then the song "She's a Mystery to Me."

♪ I wanna run ♪ She's pulling me NARRATOR: In 1988 Roy was working on his album "Mystery Girl" with producer Jeff Lynne, who had also worked with George Harrison.

During long hours in the studio, George and Jeff had often talked about the lineup of their dream group.

As Lefty Wilbury, Roy Orbison was about to become the ultimate musician's musician.

OLIVIA: I know that George and Jeff when they were in the studio working together uh, had sometimes had this thing about, you know, oh, yeah, well, you could have a band.

LYNNE: George would say we should have a group, you know.

Um, and I'd go, yeah, that would be good.

Let's have a group.

And it was literally who do you want in it, and I said I'd love Roy Orbison in it, and he says, well, I want, I want Bob Dylan in it.

And it was just like that, it was just like a pair of school kids, really.

HARRISON: It wasn't a contrived thing that happened, uh, they weren't, they weren't out to make a band, It just happened, you know.

One event led to another.

LYNNE: And I was working with Tom as well at the time, and George knew Tom by then, and we said let's have Tom as well, and all that remained was George to ask these people if they wanted to be in it, in the group, uh, which they all did, and the one we had to convince last was Roy.

HARRISON: We went to see Roy in concert, I think out in Anaheim somewhere.

We all piled in the car and went out to see him.

♪ ...make it on time ♪ Oh, don't relax, I want elbows and backs ♪ ♪ I want to see everybody from behind ♪ ♪ 'Cause you're workin' for the man ♪ LYNNE: It was a, a brilliant show, just like normal in a theatre, and all the people were going mad, and I was, we were all going mad, like yeah, give it some.

HARRISON: And George was so keen, it was so exciting, and we all watched the show, and it was the first time I'd ever seen Roy perform.

LYNNE: We went in his dressing room afterwards, and George said to him, "Do you want to be in our group?"

HARRISON: It was kind of like a proposal, you know.

I think George even got down on his knee and said, "Will you be in our band?"

LYNNE: And he sort of went, yeah, I suppose.

I suppose so, yeah.

And, um, and he offered to join there and then, so, and so he was in the Traveling Wilburys then, from that moment.

♪ Handle me with care ♪ Reputations changeable ♪ Situations tolerable ♪ But, baby, you're adorable ♪ ♪ Handle me with care ♪ I'm so tired of being lonely ♪ ♪ I still have some love to give ♪ ♪ Won't you show me that you really care?

♪ ♪ ♪ Everybody's ♪ Got somebody ♪ To lean on TOM PETTY: Sometimes we'd sing the same song, you know, just to see who sounded good or if this key fit somebody.

And that was a lot of the fun of it.

And George would kind of audition us, which would be really intimidating, you know, because, like, you know, Roy Orbison would sing the song, and then they'd send you out to sing it, you know, and it was like, well, damn, that's really intimidating.

♪ Last night ♪ Thinkin' 'bout last night ♪ HARRISON: They had a lot of fun, but they didn't goof around.

It wasn't, it wasn't just, uh, one big party.

They were, they were working.

♪ At night I lay... ROY: There wasn't a lot of deciding what to do, not a lot of time spent planning out anything, so we just wrote the best songs that we could write, and sang them as best we could.

PETTY: She was there at the bar when I got out of the car.

ROY: Oh, no, she was long and tall... HARRISON: Or short and fat, [laughter] She was dressed to kill.

PETTY: Yeah, that's good.

HARRISON: She was out to give me a thrill.

BOB DYLAN: And she was over the hill.

[laughter] ROY: Whichever way I went around, something.

It was a conspiracy or something, but if we start at the lake, I got the duck blind.

HARRISON: And he was funny.

And that was the thing that George enjoyed about him the most was that, you know, he seemed to be a tragic figure, or there was tragedy attached or projected to Roy, but in reality he was very funny, and, uh, and that was the sort of secret Roy that he loved to be around, and they were, and sometimes Roy would have George and the guys just in hysterics.

LYNNE: He loved Monty Python.

That was his favorite comedy stuff, and he could, uh, he could do all the sketches on his own.

HARRISON: He had that slightly Southern lilt, and yet he would, uh, he would recite lines from Monty Python.

LYNNE: He would break into a sketch of one of Python's routines, playing all the parts, and end up just giggling himself, like a maniac, giggling away, and we'd all start giggling.

♪ I'm so tired of being lonely ♪ ♪ I still have some... BARBARA: He was surrounded by all friends that he really loved, and they really loved him, and the basis of the Wilbury record was lots of laughter and just lots of fun and incredible creativity.

♪ Every time I look into your loving eyes ♪ ♪ And so it came towards '88 Thanksgiving, and we had all decided that we would go to George and Olivia's house in England and spend Thanksgiving with them.

♪ I drift away ♪ I pray that you... Roy and I sort of like got stuck in Paris and never made it, and Roy flew back to, to America, because he had to fulfill, he had booked two shows in Boston and in Ohio, and those shows were like long time booked.

♪ Baby ♪ And I decided to stay in Europe.

♪ Every time I hold you ♪ I begin to understand LYNNE: The last thing I heard from Roy was a message on my answerphone in England saying hey, Jeff, I'm sorry I couldn't see you this trip, but I'm all about Wilbury'd out.

And he was really tired from doing all the Wilbury interviews, and he got his own album coming out at the same time, called "Mystery Girl."

And he said I'll see you when I get back, so I'll be back over in a few weeks.

♪ Can do ♪ Can do ♪ The things ♪ The things ♪ You do BARBARA: I got a call one night from Roy that basically said he had given in to come back to England.

George had asked over and over for a second Wilbury video.

♪ Baby And I said, "Are you really sure?"

And he said, "When I get off that plane, I know your smiling green eyes will be waiting for me," and he said, "For that I will do anything."

So that was the last time I ever talked with him.

♪ Pretty paper, pretty ribbons of blue ♪ ♪ Wrap your presents to your darling from you ♪ ♪ Pretty pencils to write I love you ♪ ♪ Pretty paper, pretty ribbons of blue ♪ NEWSREADER: Roy Orbison, one of the first and greatest rock performers, has died from a heart attack.

He was 52.

In his prime he topped bills above the Beatles, and just this year was in the charts again in a supergroup that included George Harrison and Bob Dylan.

GEORGE HARRISON: Roy would have liked us to have continued to do "The End of the Line."

You know, it's a very optimistic song, and, I mean, we love Roy, and life flows on within you and without you, and he's around, you know, in his astral body.

♪ At the end of the line ♪ Maybe somewhere down the road ♪ ♪ when somebody plays ♪ At the end of the line LYNNE: You know, we played it like he was there, you know, like we'd all look at the armchair, and there would be Lefty, but it was just his guitar.

♪ Well, it's alright ♪ If you got someone to love ♪ ♪ Well, it's alright ♪ Everything'll work out fine ♪ BARBARA: If Roy would have been giving you an interview today, and you would have asked him about his songs, what was his best song ever, and he would have said "I haven't written it yet."

♪ At the end of the line ♪ I'm just glad to be here, happy to be alive ♪ The artists today that have come along in the last 20 years probably don't even remember that the Wilburys in '88 had a number one album.

♪ ♪ I love you even more ♪ Than I did before ♪ But, darling, what can I do ♪ ♪ For you don't love me ♪ And I'll always be ♪ Crying over you ♪ Crying over you I'm totally amazed that so many artists today still use Roy as their inspiration.

♪ Only the lonely ♪ Dum dum dum dum dee doo wah ♪ ♪ Know the way I feel tonight ♪ At the very end, when he was asked how he wanted to be remembered, and he paused for a minute, and he said, "Hmm, I just would like to be remembered."

♪ Pretty woman, talk a while ♪ ♪ Pretty woman, give your smile to me ♪ ♪ ♪ Pretty woman, yeah, yeah, yeah ♪ HARRISON: My lasting memory of Roy would be, um, him walking down the stairs coming to dinner, and all of us were already down, so looking at Roy in his black shirt, black trousers, and his dark glasses, and we all stood at the bottom of the stairs watching Roy come down the staircase, it was like, wow, you know, the Big O.

♪ ♪ It's too bad that all these things ♪ ♪ Can only happen in my dreams ♪ ♪ Only in dreams ♪ In beautiful dreams [applause and cheering] ♪ Still missing you ♪ California blue ♪ Still missing you ♪ California blue ♪ Still missing you ♪ California blue ♪