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.