This track relates to a trip Neil Finn took to Russia in 2008 when he took the train from Moscow to St. Petersburg. He explained to Spinner UK: "The midnight train was a big inspiration to one of the songs on the record. In terms of the lyrics anyway. I woke up from a dream on the train, having soaked myself in vodka. It was a fantastic train journey, we hit the vodka car and had an amazing time. And then I went to sleep and had quite hallucinogenic dreams. We had a very severe Russian train conductor - we were told later we should probably have given her some money when we got on and she would have looked after us - but she was really dark on us. We opened windows and she'd close them. And as we were pulling into St. Petersburg, I was asleep, and I heard this huge crash, I woke up with a real start right out of a dream, and I saw this woman in uniform, and I had a flash 'Oh no, I'm done for.'"
Neil Finn's son Liam contributed guitar work to this track.
The TV show Cheers was nearly canceled after its first season, but the theme song, "Where Everybody Knows Your Name," was very popular. To satisfy viewer demand, the theme was made into a full song and released as a single.