"Running Scared" was one of Roy Orbison's tensest, most melodramatic hits. Since Orbison was the king of pop/rock melodramatic tension, you know that means "Running Scared" was in fact one of the most melodramatic rock hits ever, by anyone. The tension is established immediately by a bolero beat and insistent guitar strums, and Orbison's vocals, pure and powerful yet also betraying a nervous anxiety. The keys to the building tension of "Running Scared" are the mounting layers of instrumentation to the arrangement, as orchestral instruments and backup voices slowly pile on over the first few verses to create an atmosphere of growing suspense. That suspense is heightened by the lyric, which again even by Orbison's standards takes his persona to the extreme: he and his woman are running scared, afraid that her ex-boyfriend could show up and cause trouble at any moment. The trouble isn't going to be gun duel or even fist fight, most likely; what Orbison seems most afraid of is the possibility that his lover will return to her former flame if they meet again. Such themes have long been explored by pop songs, but one of the things that sets "Running Scared" apart from most such items is that, in this song, the feared-for scenario does happen. After a few verses, the song suddenly breaks into an entirely different, more uplifting melody with a steadier beat, just as, all of a sudden, the ex-boyfriend is standing right there in front of the couple. The orchestration and choral vocals build to a crescendo as the woman makes her choice, Orbison reaching the upper limits of his high operatic range on the climactic line. Such is the almost paranoid fear that's built throughout "Running Scared" that it's almost easy to miss the song's actual happy ending. The woman decides to walk away, but not from Roy: with Roy, having turned away from her former flame. Among the singers who've covered "Running Scared" are Del Shannon, Glen Campbell, and Nick Cave.