Songfacts®:

• Rush drummer/lyricist Neil Peart broke down this song in an April 1986 Canadian Composer interview): "I used the exact thing which 'Territories' warns against as a device in 'Middletown.' I chose 'Middletown' because there is a Middletown in almost every state in the US. It comes from people identifying with a strong sense of neighborhood. It's a way of looking at the world with the eyeglass in reverse. I spent my days-off cycling around the countryside in the US, looking at these little towns and getting a new appreciation of them. When you pass through them at 15 miles per hour, you see them a little differently. So I was looking at these places and kind of looking at the people in them - fantasizing, perhaps romanticizing, a little about their lives. I guess I was even getting a little literary in imagining the present, past, and future of these men, women, and children. There was that romantic way of looking at each small town, but also each of the characters in that song is drawn from real life or specific literary examples. The first character as basedon a writer called Sherwood Anderson. Late in his life, Anderson literally walked down the railroad tracks out of a small town and went to Chicago in the early 1900s to become a very important writer of his generation. That's an example of a middle-aged man who may have been perceived by his neighbors, and by an objective onlooker, to have sort of finished his life and he could have stagnated in his little town. But he wasn't finished in his own mind. He had this big dream, and it was never too late for him, so he walked off and he did it. The painter Paul Gauguin is another example of a person who, late in life, just walked out of his environment and went away. He too became important and influential. He is the influence for the woman character of song. The second verse about the young boy wanting to run away and become a musician is a bit autobiographical. But it also reflects the backgrounds of most of the successful musicians I know, many of whom came from very unlikely backgrounds. Most of them had this dream that other people secretly smiled at, or openly laughed at, and they just went out and made it happen."
• Peart (Guitar For The Practicing Musician, 1986): "There's so much chemistry involved and there's so many intangible things that happen. There are songs where the music has been better than the lyrics or the lyrics better than the music. I think 'Middletown Dreams' is a good marriage of lyrics and music. 'Mystic Rhythms' is another one."
• Alex Lifeson (Guitar Player, April 1986): "The original guitar part was laid down, and then Ged redid his bass. Because he had some time to spend, he changed some of the bass patterns. Then the keyboards came on, and suddenly the mood of the song was totally different. So, it was a bit of experimenting when it came to putting down the basic tracks for the guitar. And that one took a couple of rewrites. I'd do something, come back the next day, and they'd say, 'You know, as the night went along, we got a little bit better towards the end there. Why don't we go back to the beginning and look at the guitar part and maybe think about rewriting it?' This was constantly happening."