Previously Mark Germino released several major label albums and was signed to RCA and Zoo Entertainment (BMG) and his songs have been recorded by Johnny Cash, Loretta Lynn, Emmylou Harris, Vince Gill, Kenny Chesney, and Burrito Deluxe. Over the years Germino toured the US, Canada and Europe extensively, performing twice at The Hammersmith Odeon in London and appearing on Late Night With David Letterman.

Midnight Carnival was produced by Michael Webb (Brandy Clark, Poco, Bobby Keys), Kenny Vaughan (Lucinda Williams, Marty Stewart) and Brandon Bell (Zac Brown, Robert Randolph, Blackberry Smoke). The album was recorded at Zac Brown's, Southern Ground Nashville studios with a band that included bassist Tom Comet (Webb Wilder, Kevin Gordan), and drummer Rick Lonow, (Burrito Brothers, Ryan Bingham). Track 10, "Carolina In The Morning" features Rusty Young, a founding member of the band Poco, on pedal steel.