Empty Spaces was originally intended as a reprise of “What Shall We Do Now?” to be sequenced before Another Brick Part 3 near the end of Side 2.

On The Wall album, “Empty Spaces” is close to the beginning of Side 2 and appears after the side opener “Goodbye Blue Sky”. Even though it’s the original recording of the song, it’s different than every other released version.

Lyrically, if it sounds a bit out of sequence in the story’s timeline, that’s because it is. The track was originally intended as a reprise of “What Shall We Do Now?” and was to be sequenced right before “Another Brick Part 3” near the end of the side.

Originally, “What Shall We Do Now?” was sequenced between “Goodbye Blue Sky” and “Young Lust” on Side 2 but was cut shortly before the album’s release because the side was running long. The shorter “Empty Spaces” was moved to its slot in the track listing. The decision to cut the track was made late in production after the liner notes had already been sent off to print. In the lyrics printed on the inner sleeves, both tracks appear in their original running order.

Roger Waters explained to KMET Radio’s Jim Ladd shortly after the album’s release:

“We realized as we were mastering the thing that side two was just too long and we had to get rid of something. And ‘Empty Spaces’ and another cut that used to be on there called ‘What Shall We Do Now’ are the same tune. So ‘Empty Spaces’ was a reiteration, musically, of that tune towards that end of the side and so we just axed ‘What Shall We Do Now’, but we’ve left the lyrics on the back because they help tell the story.”[1]

Actually, “Empty Spaces” was a reiteration musically of the first 2m 40s of the track. “What Shall We Do Now?” continued on for another 1m 10s or so, where the shorter “Empty Spaces” segued immediately into the next track. The two songs were very different lyrically.

Within the scope of the story’s timeline, the two tracks work better as originally sequenced. “What Shall We Do Now?” dovetails nicely with “Young Lust” and together present themes of newfound fame, consumption, and sensory pursuits. There are still holes in the wall and these “empty spaces” are filled (or not) with more superficial pursuits. The song continues on to list a number of things a rising rock star might try for self-gratification.

“Empty Spaces” on the other hand, relates better to the the last few bricks of the wall. It is more of a personal realization that Pink’s wall is nearly complete. It is a last-ditch attempt to reach out to anyone for communication. As I have interpreted the track all these years, it’s an attempt to reach out to one person in particular. Given the first line of the song that originally followed it on the album, “I don’t need your arms around me,” I’ve always thought that “Empty Spaces” was about Pink’s wife and one last chance to fix the breakdown of communication which helped create that very significant brick.

Compare the lyrics of both tracks to see the difference:

“What Shall We Do Now?” (first verse)

(Waters)

What shall we use to fill the empty spaces
Where waves of hunger roar?
Shall we set out across the sea of faces
In search of more and more applause?

Empty Spaces

(Waters)

What shall we use to fill the empty
Spaces where we used to talk?
How shall I fill the final places?
How shall I complete the wall?

On the track listing for Is There Anybody Out There? The Wall Live 1980-1981 and 2014’s Roger Waters The Wall, “Empty Spaces” is listed right before “What Shall We Do Now?” in the running order. It is actually just the first section of a separated “WSWDN?” — same lyrics and all. It’s also been separated this way in some listings of the Pink Floyd The Wall film soundtrack. So, I suppose that is canon now….

Throughout production, the first verse of “What Shall We Do Now?” as released was never recorded and an edited recording of “Empty Spaces” — actually, the recording from Waters’ original Bricks In The Wall demo — was used as a placeholder until the final lyrics were hashed out. There were subtle differences in the lyrics, but overall little was changed in the song:

Empty Spaces/Backs To The Wall (verse 1)

(Waters)

What shall we use to fill the empty
Spaces where she used to walk?
How shall we fill the final places?
How shall we complete the wall?

Throughout most of The Wall’s recording and production, the running positions of “Empty Spaces” and “What Shall We Do Now?” were reversed. “Empty Spaces” was sequenced later between “Don’t Leave Me Now” and “Another Brick In The Wall, Part 3” until sometime between the August 11, 1979 production demo and November 6, 1979 when the finalized version of the album was sent to The Mastering Lab, Inc. for urgent master pressing.

As released, the segue on the album from “Don’t Leave Me Now” to “Another Brick In The Wall Part 3” is powerful, brief, and very dramatic. As the first song fades out, Pink smashes several old tube-style television sets. After an extra beat that helps build the tension, the final TV smash becomes the first note of “Another Brick In The Wall Part 3”. It’s a brilliant segue. From a listener’s perspective, it is very satisfying. On the album and demo versions, there was no other transition which could have created the same impact for a possible “Empty Spaces/Brick 3” segue. If one were to rebuild the sequence, the lack of that iconic, conclusive TV smash combined with the track’s long intro would have really put the brakes on the intensity that builds to the climax on Side 2.

“Empty Spaces” as it was released on the album has never been performed live. For the live shows, the band restored many of the parts of The Wall which were trimmed for time constraints, but all live performances of The Wall have featured “What Shall We do Now?” only. It was not included in the movie soundtrack, either.

The fact that the band never restored the original “Empty Spaces” to the track list tells me that Pink Floyd thought the end of the side with that classic, powerful, TV-smashing transition worked better without the track. I agree. Although “Empty Spaces” is canon and its lyrics an important part of the story, when it’s replaced with “What Shall We Do Now?”, both the entire Side 2 and the album work better. Story-wise, I think “Empty Spaces” works better when it’s an orphaned lyric in the liner notes.

“What Shall We Do Now?” is in the track’s original musical key of D minor. “Empty Spaces” was transposed — pitched up — to the key of E minor and new vocals and guitar were rerecorded. It has never been released as a single and there are no extended versions of the track.

Hear How the Original Empty Spaces/Another Brick In The Wall Part 3 Sequence Might Have Sounded

Here is a reconstruction of the original running order from side 2 of The Wall, “Don’t Leave Me Now”/”Empty Spaces”/”Another Brick Part 3”:

Using the late production demo from Under Construction ROIO as a guide, I was able to reconstruct “Don’t Leave Me Now”/”Empty Spaces”/”Another Brick In The Wall Part 3” as it may have sounded had it been released. In the Under Construction ROIO, “Don’t Leave Me Now” crossfades into what would become “Empty Spaces” with its full synth plus guitar intro. After the demo’s placeholder lyrics, the song does a quick segue straight into “Another Brick In The Wall Part 3”, similar to how the intro segues into “What Shall We Do Now?” or “Young Lust” in other releases. On several of the demos, the intro to “What Shall We Do Now?”/”Backs To The Wall” is a much shorter 6-bar intro that lasts about 14 seconds.

This is simply a reconstruction to give you an idea how this sequence could have originally sounded. I used the CD version of “Empty Spaces” and pitched it back down from E minor to its original key of D minor to match the demo. There are some flaws in this edit, including the pitch distortion of the original vocals. The vocals were recorded in the higher key so they sound a little distorted here. These flaws were unavoidable for this reconstruction.

While this original sequence works well enough, I think the shorter sequence without “Empty Spaces which was what was ultimately released works much better in building up the drama of the narrative.

The Secret Message in Empty Spaces

There’s a secret message over the mechanical sounding intro of the album version of “Empty Spaces”. It’s a backwards-masked message that starts at about the 1m 12s mark in the track and goes right to the post. Reversed and corrected, the message says:

Spoken By Roger: “Congratulations. You have just discovered the secret message. Please send your answer to ‘Old Pink’, care of the funny farm, Chalfont…”

[…interrupted…]

Producer James Guthrie: “Roger, Carolyne’s on the phone…”

Carolyne refers to Lady Carolyne Christie, Roger’s wife at the time. They divorced in 1992. “‘Old Pink,’ care of the funny farm” might be a veiled reference to original Pink Floyd band member Syd Barrett, who was rumored to have been an “acid casualty” and suffered the effects from the late 1960’s until his death in 2006.

In a 2014 interview with Sonic Reality’s Dave Kerzner, Nick Mason explained the secret message (and it’s not what you think):

“At the time, people were always looking for messages in albums. So we thought, ‘Oh, well. We better do one.'” And although The Wall isn’t exactly known for being a laugh a minute, this is one moment that offers a bit of comic relief. When played in reverse, the backward-masked bit says “Congratulations. You have just discovered the secret message.””

When asked if it had any meaning, Mason’s reply was “It’s complete nonsense.”

A few of the copies of the US promo LP released to radio stations in 1979 may have been mastered without the backward message.[2] According to The Pink Floyd Archives, Columbia Records US pressed 13 different vinyl masterings of the promo copies (I have not yet been able to find which matrix numbers are missing the backward message). Given the fact that at the time, radio station copies of albums were often played to death, this is a true rarity if you can find one.

Last updated: December 11, 2017

1 – Inner-View With Pink Floyd with Jim Ladd, (Series #17, shows #6 and #7). Syndicated radio broadcast. 1980.

2 – Fitch, Vernon. “US Discog. Part One” Brain Damage. BD 11, May, 1987: Page 19. Print.