Songfacts®:

• This track is from American singer-songwriter Brandi Carlile's third studio album, Give Up the Ghost. She wrote the song about her niece. "I had so much to say about her that I couldn't fit all the words into that song," she told us. "It was like a total tongue twister, that one is." (Here's the full Brandi Carlile interview.)
• One of Carlile's musical idols, Elton John, plays the piano and sings on this track. She told Billboard Magazine how she hooked up with the British legend: "He's my greatest influence since I was really young, about 11 years old. Tumbleweed Connection is maybe my favorite record of all time, that or Captain Fantastic. We felt like 'Caroline' had the same funky piano vibe that he had all the way through Tumbleweed Connection. We went through the channels; I knew the worst he could do was say no. He didn't say no. He said yes. He responded directly to me, called me on the phone one morning. I was just like, 'Man, this guy, he is just no bulls--t. He is so cool.'"
• Carlile told The NME that she had an "out of body experience" working with John. She said: "It was amazing. I've never seen a person of any age so excited about music and so inspired. He did piano and vocals in under an hour and a half. It was unbelievable. And he told me about a whole bunch of bands I had no idea about and got after me for not knowing them and started sending me records. The whole time it was like an out-of-body experience. Every once in a while this total panic would come over me when I realised who I was talking to."
• Carlile also used Elton John associate Paul Buckmaster for string arrangements on the album.
• After he recorded this song, Elton John wrote out a note for Brandi's niece. Carlile says she's saving that note and will give it to her niece "when she'd old enough to understand how special it is."