Songfacts®:

• This classic country heartbreak ballad paints a vivid picture of a guy who was consumed by a girl. He once was so on fire with love, but after the relationship disappeared into ashes he's just left with his "smokin memories."
  
  Watchin' cigarettes burn out
  'Til all the neon gets turned out
  I was so on fire for you it hurts how
  Fast a cigarette can burn out
  
  The forlorn guy now spends his evenings in a bar surrounded by empty glasses and burnt out cigarettes, which are a metaphor for his hollow heart.
• The song's music video was filmed in Billy Bob's Texas, a country & western nightclub located in the Fort Worth Stockyards, Texas, The clip was inspired by Midland's wish to capture a real Texas honky-tonk experience.
  
  "Billy Bob's is the biggest [honky-tonk bar]," explained vocalist Mark Wystrach to Billboard, "and probably the most famous honky-tonk in all the world."
  
  He added: "We were just kind of trying to recreate that pure, raw, sweaty, hot, wild Saturday night."
• "Burn Out" was created during the same two-day writing session with Shane McAnally and Josh Osborne as "Drinkin' Problem." Mark Wystrach told reporters he sees it as more or less a sister song to Midland's breakout hit.
  
  "It could tell the story of how the character in 'Drinkin' Problem' could get to that place, as usually is the case through heartache," he explained.
• Midland view "Burn Out" as a tribute to the retro country sound lyric that songsmiths like Dean Dillon made famous with such love and loss numbers as "Marina del Rey" and "Honky Tonk Crazy."
  
  "It's really a throwback to the country music that we really loved coming out of the late '70s and the early '80s with songwriters like Dean Dillion and Gary Stewart. They were able to paint a really beautiful heartbreak song," Wystrach said. "I think it's one of our best vocal feature songs, with our harmonies on there. The melodies in it are gorgeous. It's a song that we love to sing that really stops them dead every night live. I think that's what people are tying into. It's a beautiful song."