Songfacts®:

• Merchant grew up in rural Jamestown, New York, which is in the western part of the state south of Buffalo. That's where she formed 10,000 Maniacs in 1981, a group she was with until 1993 when she left to go solo. This track from her first album is what she calls her "New York song," as it's written about New York City.
  
  Merchant explained in a VH1 Storytellers appearance: "'Carnival' really evokes for me what it's like to walk down any avenue in the City. I grew up in the country, so the nearest thing I ever experienced to walking down the street in New York before I was 16 and I came here for the first time was a carnival - the Stockton Gala Days actually. I'd never seen people walking down the street eating before - that was a bizarre experience. We in the country sit down to take our meals - that just blew me away.
  
  Something else I'd never seen before were the gentlemen with the two-sided placards that hand out invitations to peep shows, but I never seemed to get one - they always picked the guys around me. It's an amazing city, but what I love about it even more than places like Los Angeles is that everybody at sometime has to deal with other people. It's not a car culture here. I like that: people have to rub against each other. I like to take the subway, I like to study people's faces, try to imagine their stories. In the song, I see the city as a stage, as a spectacle, as a carnival, and as a madhouse, because sometimes it is that, it's a totally insane place to live. When I was 16 and I visited for the first time, I said, 'I'm going to live here someday.' You've got to be careful what you wish for because sometimes it comes true."
• This song was played at the funeral of serial killer Aileen Wuornos as part of her final request. She had listened to the song and the entire album Tigerlily continually while on death row. When confronted with this, Natalie was initially shocked but gave permission to use the song in the documentary Aileen: Life and Death of a Serial Killer, saying that "It's very odd to think of the places my music can go once it leaves my hands. If it gave her some solace, I have to be grateful." Wuornos was also the subject of the film Monster. >>

  Suggestion credit:
  Shaney - Harlingen, TX
• Merchant performed this song, along with "Wonder," on an episode of Saturday Night Live hosted by David Schwimmer in 1995.