Songfacts®:

• This dramatic, surging ballad is an emotional ode to the heartache of unrequited love. It serves as a powerful vehicle for Hillary Scott's voice as she soars over her Lady A bandmates' harmonies and swelling strings.
  
  You're a carnival on a summer night
  Gone too soon every time
  Yeah, it's beautiful how you burn so bright
  In the wasteland you leave behind
  
  "It's very raw; it's really emotional to sing, for me," Scott said. "[It's about] those moments of when you are in a relationship a little bit more than the other person was and how hurtful that is, how much it hurts."
• The song was penned by Jon Green, Melissa Peirce, Ben West and was one of only two Heart Break tracks that none of the Lady Antebellum trio penned. The threesome had been pitched the tune previously, and it was band member Charles Kelley who suggested it for this album. "I was really proud of it, but it wasn't until busbee, our producer, went on his own and did some string arrangements," Kelley explained. "He also had a dobro player come in, and that was like - it was the minute I heard the strings and the dobro is when it started breaking my heart."