We just wanted to stop and get a little rest. We had left home late (rather than the next morning as we had originally planned) figuring that we could get some of the road out of the way that night - letting us reach our destination much earlier the next day. Around midnight or so we decided to pull off the road - it was just a wide spot, but looked okay for laying out the sleeping bags with our car between us and the road. Fifteen minutes later we were in our sleeping bags warm and toasty. Then, around 2:00 AM we woke up to this terrible racket and lights shinning in our eyes. All sorts of things went through our minds, none of which were even close to the truth - we had set up camp not more than 15 feet from an active railroad and the train was headed straight for us (it seemed). Lightening doesn't move any faster that the two of us abandoning our sleeping bags... lesson learned - look before you sleep.