I first wanted to do this song in the spring of 1994. I had a notion of a song with a very straightforward, slow, unrelenting hard kick drum and very little other percussion, which continued to build and build and build... I began work on version 1.0 in 03/94, but was disgusted with the result and quit. Around that same time, I wrote the lyrics, but didn't know what song to use them in. After I got back from Brasil in 1996, I had only a few months before I was to begin with Fred, so I decided to do a few new songs. I did Ozar Midrashim 1.0, and Empty 2.0. I was very happy with version 2.0, and it probably changed less than any other song as it went into album version. This is mostly because it had very little time to age and become stale before we did the album version, but it's also because I had gotten better at making songs than I was in 1992. Steve and I recorded it in 01/97.

The lyrics to Empty , like many of the songs on this album, refer to my life of 1993. it was a bad year. I had gotten into a very bad place. Anyone who's felt doomed for no reason, day after day, will recognize the significance of "Sleep as much as you can... If you can't sleep, then lay there." The character singing this song is aware of the huge, unstoppable nature of his decline into madness. The music gives him at least three distinct emotional colors; A growing, pounding sense of doom, brief flashed of angry despair, and a sad and beautiful resigned sense of grand tragedy. The line "Walk on through the growing noise... Of your inescapable path." is echoed in the sound of the song. The noise grows and marches on unstoppably to the end.

The lines of the "fourth verse", towards the end of the song, are something I wrote in 1992, and asked a friend of mine to read for me. I had no idea what I would ever use them for, but I liked the way they sounded here. I've also used some of those lines in SEEK300, and there's even one in "Strength 3.0", which is only available as a B-side to the "Going, Going, Gone" single. I used Sound Forge 4.0: on the vocals in the bridges to give them that distant, far-away sound. My favorite sound in this song is the one-measure-long noise rhythm, which can be heard in breaks at several points. It used to be a simple recording of a bowling ball going down a lane, but then I ran it through Sound Forge... Tee Hee. (tm)