What goes on in the late night hours, long after the midway has closed down and the customers have gone home? I don't know either but when I thought about it for a while this song emerged. The entire piano track that carries the whole piece was written on a guitar being played fingerstyle but the piano track sounded more ominous to me. The weird groans and moans section was created by recording an electric guitar playing short slide licks which were then processed into one track with some going backwards and all fading in and out to make an eerie hodge podge. I had to get some "circus organ" in there as well and the songs ends with some harmonized electric guitar.