Lyrics
Someone's always on my tracks
And in a dark room you'd see more than you'd think 1
I'm out of my place, got to get back
I sweated a lot, you could feel the violence
I got shears pointed straight at my chest 2
And time moves slow when you count it
I'm better than them, and I think I'm the best
But I'll appear at midnight when the films close
'Cos I'm in a trance and I sweat 3
I don't want to dance, I wanna go home
I couldn't live in those people places 4
They might get to know my actions
I'd run away from toilets and faeces 5
I'd run away to a non-date on the street
'Cos I'm in a trance and I sweat
I don't want to dance, I wanna go home
I feel trapped by mutual affection
And I don't know how to use freedom
I spend hours looking sideways
To the time when I was sixteen 6
'Cos I'm in a trance, and I sweat
I don't want to dance, I wanna go home
I'm frightened, amphetamine frightened
I go to the top of the street
I go to the bottom of the street
I look to the sky, my lips are dry 7
I'm frightened, frightened, frightened
Commentary
Mark: “Frightened” is quite old actually. I wrote it when I was 16, just a thing I was going through. I used to be very afraid of things, like violence.
Mark E. Smith, interviewed by Graham Lock for NME (1979, p.7). See โSources/Linksโ, below for online version.
Credited to Mark E. Smith and Tony Friel, “Frightened” is the opening track on The Fall’s debut album, Live at the Witch Trials (1979).
But by 1979 the song was already a few years old, one of the earliest songs to emerge from the nascent group circa 1976/1977. It appears on on a proposed setlist accompanying a letter from MES to Tony Friel dated 20 December 1976, when they were still calling themselves The Outsiders.

It is also listed among โRECORDED/Presentableโ tracks in โThe Outsiders Groupโ canon in a letter from MES to Friel dated 25 January 1977.

“Frightened” was recorded during the sessions for Bingo-Master’s Break-Out! on 9 November 1977, but left off the record when it was finally released in August 1978. According to Martin Ryan, former editor (with Mick Middles) of the short-lived 1977 Manchester punk fanzine Ghast Up:
The original recording of “Frightened” remains one of the more enigmatic Fall songs. Mick Middles would describe it in a later Sounds review as “slow and climatic and reminiscent of Black Sabbath’s “Iron Man”.
Ryan, 2018, p.187.
The review cited here is Middles, 1978, p.52.
Is “climatic” or “climactic” intended by Middles? The former means “Of or pertaining to climate” and the latter means “Of or pertaining to a climax or ascending series; of the nature of a climax.” (Shorter Oxford English Dictionary)
Ian Wood, in Sounds, said this of the song:
‘Frightened’ again explored mental imbalance and is perhaps their most chilling evocation of urban alienation.
Wood, 1978, p.26.
See the entry for “Stepping Out” for discussion of that song as a sort-of sequel to “Frightened”.
Live, “Frightened” was played throughout 1977 and 1978, but by the time of Live at the Witch Trial‘s release in March 1979 it hadn’t been performed (at least, as far as we can tell from audience recordings, setlists and other documentary evidence – and there a lot missing) since The Marquee, London, 17 December 1978.
It was apparently revived for the gig at the Corn Exchange, Cambridge, on 26 May 1979 (the song is referred to by a review of the gig in Harsh Reality fanzine, based in Ipswich, see https://thefall.org/gigography/79june.html). Then it seems it wasn’t heard of again until a run of gigs in early 1980:
- 10 January 1980 – Manchester Polytechnic, Manchester
- 18 March 1980 – Birmingham University Guild of Students, Birmingham (The Fall Online Gigography records MES commenting, “I don’t presently know half this song”, and changing the lyrics to, “I spend most of the time at home. And if you dissect the riff of this song, you’ll find it’s ‘Stepping Stone’, slowed down.”
- 21 March 1980 – Electric Ballroom, London
So far as we know, it was never played again.
Happy Christmas! We are frightened ‘cos at Christmas, Santa never comes for junkies.
MES, stage comment before “Frightened”, at the Civic Theatre, Stretford, 23 December 1977.
Sounds Like…?
As MES noted on stage in Birmingham on 18 March 1980 (see above), the riff is a slowed down version of “(I’m Not Your) Stepping Stone” (best known from The Monkees’ version, which was a hit in 1966).
I get the impression that MES might have revived the song just in order to make this observation. Was it a snarky response to something said by an ex-member in the music press?
Footnotes
- I’m convinced that MES borrowed this concept of the “dark room” or “black room”, but I’ve not been able to identify a leading source contender; there are several possibilities but no smoking gun to compel a preference for one over another.
There’s Colin Wilson’s The Black Room (1971), cited by MES in his “Portrait of the Artist as a Consumer” feature.
There’s also a Theodore Sturgeon novelette, “The Dark Room”, which first appeared in Fantastic magazine, July-August 1953 (vol. 7, pp.104-141). It has been reprinted many times, see Internet Speculative Fiction Database: “The Dark Room” [archive]. The room, described in the story as a “rumpus room”, is not literally “dark”. In the story, a character called Conway breaks into the room to find a girl. He sees a spider, but the spider isn’t there. Then:
“She sighed. “That wasn’t so good,” she said. “You were supposed to be frightened. But you just got angry at it. Why weren’t you frightened?”
“I am now,” I said, glancing at the drapes. “I guess I get mad first and scared later. What’s the idea? You put that thing there, didn’t you?” โฉ๏ธ - I discovered the line, “The silver shears pointed straight at my chest and I could see his muscles tighten like a fat tiger’s” in (MES-favourite) Fritz Leiber’s short story “A Deskful of Girls”.
Originally published in the Magazine of Fantasy and Science Fiction in April 1958, I found it in a 1984 Leiber anthology entitled The Ghost Light (the title of the anthology was taken from the title of a new story written specially for it).
However, according to the online Index to Science Fiction Anthologies and Collections, “A Deskful of Girls” also appears in:
* The Best from Fantasy and Science Fiction: Eighth Series, ed. Anthony Boucher, Doubleday 1959
* Shadows with Eyes, Ballantine 1962 [Leiber anthology]
* Dark Stars, ed. Robert Silverberg, Ballantine 1969
* The Best of Fritz Leiber, Nelson Doubleday 1974
* The Change War, Gregg 1978 [Leiber anthology]
* Changewar, Ace 1983 [Leiber anthology]
Also in The Ghost Light is the story “Coming Attraction”, which includes the line “I’m so frightened.” “Coming Attraction” also appears alongside “A Deskful of Girls” in the 1974 anthology above. Smith would have been about 16 when that was published, and might have read it and taken inspiration from it. Or this might be a connection too far and just coincidence.
The reference to shears, however, strikes me as nailed on. MES got that from Leiber for sure.
And although in note 1 I draw attention to some other potential lyrical sources, “Deskful of Girls” contains some other notable passages:
“… he touched the desk again and the lights went out. I have mentioned that the place was completely sealed against light. The darkness was complete.”
“After a bit I got the barest hint of light over by the desk, very uncertain at first, like a star at the limit of vision, where it keeps winking back and forth from utter absence to the barest dim existence, or like a lonely lake lit only by starlight and glimpsed through a thick forest, or as if those dancing points of light that persist even in absolute darkness and indicate only a restless retina and optic nerve had fooled me for a moment into thinking they represented something real.”
“I wasn’t scared. I was merely frightened half to death.” โฉ๏ธ - Sweating is a common side effect of amphetamine use, as are paranoia and repetitive behaviour. See footnote [ * ]. โฉ๏ธ
- “People places”, or “peopled places”? Whichever it is, it’s almost certainly not “peep-hole places”, but there are those who (mis-)hear that. โฉ๏ธ
- Ian Wood (1978) has this as “faces”, but “faeces” is what it sounds like, and also makes sense following “toilets”. โฉ๏ธ
- We don’t have any early versions of the lyrics so we can’t be certain, but presumably this line is a later addition and wasn’t present in the lyrics MES wrote aged sixteen. โฉ๏ธ
- A dry mouth is a common side effect of amphetamine use, as are paranoia and repetitive behaviour. See footnote [ * ]. โฉ๏ธ

Sources / Links
- The Annotated Fall: “Frightened” [Archived]
- The Fall Online – Discography: Bingo-Master’s Break-Out!
- Ford, Simon (2003). Hip Priest: the story of Mark E Smith and The Fall. London: Quartet Books.
- Index to Science Fiction Anthologies and Collections: “A Deskful of Girls” (Fritz Leiber)
- Lock, Graham (1979). “Stopping, Starting, and Falling All Over Again.” New Musical Express, 7 April. pp.7-8, 40. [Reprinted in NME Originals #2 (“Punk” issue), summer 2002. Available online via The Fall Online: p.116, p.117]
- Fletcher, Tony (1979). “We are The Fall: no subtitles for us.” Jamming, No. 9. pp.24-27. Version of text reconstructed from notes with introductory context available online at archive.org: part 1, part 2 (originally published at ijamming.net)
- Leiber, Fritz (1974). The Best of Fritz Leiber. New York: Nelson Doubleday. “Coming Attraction”: pp.101-114. “A Deskful of Girls”: pp.206-233. [Available online in archive.org – login required]
- Middles, Mick (1978). “The Fall, Manchester”. Sounds, 10 June. p.52. [review of Rock Against Racism benefit gig at The Squat, Manchester, 16 May 1978]
- Ryan, Martin (2018). Friends of Mine: Punk in Manchester, 1976-1978. Manchester: Empire Publications.
- The Track Record: “Frightened”
- Wikipedia: (I’m Not Your) Stepping Stone
- Wood, Ian (1978). “The Fall Stumble into the Void.” Sounds, 8 April, p.26.