"Empty Pockets" is a 12-bar blues composed by Herbie Hancock, first recorded on his 1962 debut album as a leader, Takin' Off, for Blue Note Records. The tune originated during a period of financial hardship for Hancock, who transformed the rhythmic sound of wagon wheels clacking over cobblestones into a funky arrangement with a lilting melody. Set in F major at a moderate swing tempo of approximately 126 beats per minute, the composition features a declamatory blues head with long pick-up phrases, opening with sparse piano chords before the horns enter with a breezy, relaxed execution. The harmonic language is rooted in conventional blues tonality with tonic suspended fourth chords and blues scale elements, prioritizing rhythmic syncopation over complex harmonic shifts. This gives the piece a straightforward, jam-oriented character well suited for extended improvisation, sharing a funky groove sensibility with the album's breakout hit "Watermelon Man." Within Hancock's catalog, "Empty Pockets" represents his early tonal jazz phase, drawing on hard bop influences and displaying voicings reminiscent of Donald Byrd's "Jorgie's," a tune from a prior collaboration involving several of the same musicians. The composition remains a deep cut in the jazz repertoire, primarily associated with its original recording rather than widely covered by other artists.