Procol Harum’s “A Whiter Shade of Pale” Lyrics Meaning

There is seemingly a whole lot going on in “A Whiter Shade of Pale”. Not only is the instrumental partially based on a song dating all the way back to the 17th century, but there are also references to the likes of “the miller”, “16 vestal virgins” and “Neptune” which truly gives the lyrics a mythological, esoteric feel. But as the man who actually wrote the words, Keith Reid, has explained, his goal in writing this classic was to put forth a “straightforward, girl-leaves-boy story”.

You can view the lyrics, alternate interprations and sheet music for Procol Harum's A Whiter Shade of Pale at

So with that pretext in mind, we can decipher the wording more effectively than some other analysts who have put over-emphasis on the aforementioned references or have mistakenly concluded that Reid wrote them while being wasted on drugs.

From the onset it is obvious that the singer and the other subject of the song, his romantic interest, are together in some sort of party setting. Also the implication is that they are quite smashed – i.e. drunk – and on the verge of partaking of even more alcohol. In other words, it’s as if they and the others in the venue are having a real-good, carefree time.

Lyrics of "A Whiter Shade of Pale"


It is then in the chorus that we are introduced to the titular phrase, itself being a challenging, or let’s say open-ended allegory in and of itself. But within the context of the song, the reason “that her face… turned a whiter shade of pale” is because, obviously, she came to experience a high level of emotional discomfort. 

And the reason why she is uncomfortable is basically because she is using the same aforementioned setting to let the singer know that she is in fact leaving him.

Indeed we see at the beginning of the second verse that she has no discernible – or at least admitted – reason for leaving him. And this of course leaves the singer himself wondering why exactly such is transpiring. But in all, it reads like one of those types of scenarios where homegirl has basically come to the realization that the time has come for her to move on with her life.

In Conclusion

And again, trying to make too much sense of the lyrics which come after this point can prove to be a fool’s errand. For instance, the last two verses of the song are completely omitted from standard versions of “A Whiter Shade of Pale”. It’s not exactly clear why this happened. However, it is probably due the fact that they are verily confusing. But at the end of the day the conclusive sentiment of the singer seems to be akin to happily accepting that his lady friend has indeed decided to part ways.

Who is Procol Harum?

Procol Harum is a rock band from the UK. They actually formed way back in 1967 and, outside of taking the entire 1990s off, have for the most part been active throughout the decades. And concerning the unconventional, Latin-sounding name of the group, it actually doesn’t have any true interpretation.

Procol Harum are by and large a one-hit wonder, with this song being their one hit. 

When did “A Whiter Shade of Pale” come out?

“A Whiter Shade of Pale” is a very special track for Procol Harum. And why? This is because it is the first track the band ever recorded and released, the latter having transpired via Deram Records on 12 May 1967.

Historically this track is part and parcel of a period of time known as the Summer of Love, specifically as far as the UK is concerned. The Summer of Love is another name given to the summer season of 1967, which was one of the highlights of the hippie-inspired 1960s in the Anglo-American world. 

And once again in terms of the UK especially, it should also be noted that “A Whiter Shade of Pale” came out around the same time the Beatles’ most-celebrated album, “Sgt. Pepper’s Lonely Hearts Club Band” (1967), which was hippyish in and of itself. In fact the Beatles’ main songwriters, Paul McCartney and John Lennon, were themselves said to have been heavily impressed by “A Whiter Shade of Pale”, with Lennon in particular taking a special liking to the tune.

A Smash-Hit

As far as hits go, no act could have asked for a bigger success than “A Whiter Shade of Pale”. The song came out as part of Procol Harum’s debut album, which itself is entitled Procol Harum. And the track reached number 1 in nearly 15 different countries, including most notably the UK Singles Chart. 

After topping the Dutch Top 40 in 1967, it went on to also do the same on the Netherlands’ Single Top 100 in 1972, having also recharted on the UK Singles Chart that year. Additionally it reached number 5 on the Billboard Hot 100, despite receiving limited promotion in the United States.

In fact this track holds the distinction of being one of the highest-selling singles of all time. Or stated otherwise, it has sold in excess of 10,000,000 copies which is a remarkable feat. And for the record, as of 2021, only about 40 songs in history have ever achieved this great feat.

The tune has held a particularly strong standing in Procol Harum’s homeland of the United Kingdom. For instance, it has been recognized as being both the most-played song in public and the most-played song on air in the UK throughout the 20th century and into the 21st.

Even more Accolades

In 2004 the song also made it onto the top 60 of Rolling Stone’s notable ranking of The 500 Greatest Songs of All Time. In 1998, it was inducted into the highly-distinguished Grammy Hall of Fame. And in 1977 the Brit Awards gave it the distinction of being The Best British Pop Single 1952-1977, an accolade it shared with “Bohemian Rhapsody” (1975) by Queen.

Also in 2018 the Rock and Roll Hall of Fame changed its criteria, allowing singles to be inducted into the institution as opposed to only musicians themselves. And “A Whiter Shade of Pale” was amongst the first songs to be enshrined therein.

The success of this song has led to “a whiter shade of pale” being adopted as a common phrase in the English lexicon.

Promotional/Music Videos (Films)

This classic also proved popular enough to have its own promotional films back in the days when music videos were only afforded to the most-successful of acts, like the Beatles. The first one, with Peter Clifton as its director, was shot in Witley Court, the ruins of a large 17th century mansion in England. 

The second one was actually what is referred to as a Scopitone video – a direct ancestor to music videos themselves. And the last one was helmed by Joel Gallen and featured Bernie Taupin (i.e. Elton John’s homey) alongside Hollywood actor Harry Dean Stanton but none of the actual members of Procol Harum. 

Notable Covers

Of course a song of this magnitude has had plenty of covers. Some of the notable names to have done so include the following:

  • Joe Cocker
  • Michael Bolton
  • Willie Nelson 

Some lesser known acts such as The Hesitations (1968) and R. B. Greaves (1970) even managed to chart with their renditions. But as far as the 20th century is concerned, the most-successful cover was that of Annie Lennox in 1995, which charted in nearly 15 countries and reached number 1 on Billboard’s Bubbling Under Hot 100 list.

Writing of “A Whiter Shade of Pale”

Originally the writing of this song was credited exclusively to Procol Harum’s Keith Reid and Gary Brooker. In 2005, Matthew Fisher, another old school member of the crew who left in 2004, sued Brooker, who remained leader of the band, under the claim that he (Fisher) also co-wrote “A Whiter Shade of Pale” (Keith Reid left Procol Harum when they first disbanded in 1977 and never returned to the fold.) 

And eventually, in 2009, English law did ruled in Fisher’s favor, thus officially making him a co-writer of this hit also. A friend of Matthew Fisher’s went on to explain that the musician did not wait some 40 years, from when the song first came out, to file the aforementioned lawsuit per se. Rather he had considered doing so as early as 1972. Between then and actually filing, he sought consul on the matter four times.  

However, it wasn’t until 2005 that the lawyer he consulted that time around, Jens Hill, agreed that Fisher actually had a case.

Birth of Song

Keith Reid is noted as being the primary writer, lyric-wise, of “A Whiter Shade of Pale”. He conceptualized it after overhearing a party attendee say to a lady, “You’ve turned a white shade of pale”. That may explain why he also began the narrative in a party-like setting. And when he originally conceived the song it consisted of four verses.

Concerning the two omitted verses, which are not usually featured in recordings of this song, Procol Harum are known to render them during live performances. Though at times they’ll only sing the third and not the fourth.

According to Keith, this hit song came about during the band’s first recording session. And there were other tracks from the early days of Procol Harum which they were equally fond of. However in his opinion, “A Whiter Shade of Pale” “was the one that recorded the best”. And he went on to elaborate that “in those days it wasn’t just a question of how good is your song” but also “how good of a recording can you make”.

The instrumental to this track, according to Gary Brooker, was partially inspired by “Air on the G String”, a tune originated by Johann Sebastian Bach (1685-1750) circa 1730. Or stated differently, Brooker was able to compose the instrumental based on “a bar or two” of the aforementioned classic as a starting point. And he further stated that “A Whiter Shade of Pale” wasn’t meant to “combine” rock with classical”. But rather at the time, “it’s just that Bach’s music was in (him)”. 

Meanwhile in writing the lyrics, Keith said he was inspired by a number of musicians, amongst them being the Beatles, Ray Charles and Stax (Records). But his “main influence” was Bob Dylan himself.


The producer of this track was the late Denny Cordell (1943-1995), an English musician who was actually born in Argentina.

Procol Harum recorded this song, over a two-week period, in Olympic Sound Studios, which is located in London.

35 Responses

  1. Kent p norton #Neuroguru #Clubhouse says:

    He was inspired By musicians they all like to say that to Pat each other in the back. He wasn’t drunk he was high most likely on LSD. Because LSD melts In your mind not in your mouth. Mescaline is more physical. He took a time travel back to ancient times and he saw the procession of the 16 Vestal versions that guard of the tumor Vesta. He defiled one of the versions and was forever banned from that time and push forward to 1967. That is what really happened it was a time traveling quantum leap backward where he hoped to stay up because he filed a beautiful goddess he was banned forever from that time time

    • Hallands says:

      Historically there never were 16 Vestal Virgins…

    • Humpty Dumpty says:

      What are you babbling about bro?

    • Rockermom says:

      The song isn’t about an acid trip or time travel. It’s a “love ends” story with a complicated vocabulary written by an intelligent lyricist. That’s one of the beauties of this forever classic. And the two verses were removed for a shorter running time on radio, this giving it a better chance of hitting it big which it did. It’s still one of the best rock songs ever. Brooker singing it in 2006 with orchestra in Denmark is one of the best live versions of any song any time, anywhere.

    • Hugues says:

      This reply could be the lyrics of a new song of the same sort…

  2. Lyrical Purity says:

    Procol Harem was not a “one hit wonder.” Have you listened to “Conquistador?” It is a lyrical masterpiece.

  3. Ray Garafano says:

    I first heard the melody not the words in ‘The big chill where a number of friends from college 20 years ago
    all got together at someones cottage, somehow i really got to like the background music, sorta religious maybe but it got to me an I hadda check it out, great tune Procol

  4. Humpy says:

    They are not a one hit wonder, they had many good songs

  5. Anonymous says:

    Percy Sledge knocked it out of the park & not even mentioned

  6. tommytomtom says:

    Johnny Rivers did a great rendition of this song…. Yes. Johnny Rivers….. find it on youtube….

  7. Anonymous says:

    Definitely about a homosexual encounter… she was a drag queen
    But I wandered through my playing cards
    “And they would not let her be one of sixteen vestal virgins who were leaving for the coast”

    And likewise if behind is in front, then dirt in truth is clean
    My mouth by then like cardboard seemed to slip straight through my head
    So we crash-dived straightway quickly and attacked the ocean bed

    Think about it. ‘behind in front’
    dry mouth, a little taste then straight to bed.

  8. Mari-Celeste & Ernie Sowers says:

    Wow, just Wow

  9. Brad says:

    The song is more or less a acid trip. The singer is experiencing hallucinations with the room humming harder and the ceiling blowing away. As he looks into the face of his lover she turns a whiter shade of pale. What is whiter than pale? The rest is the mind rambling on in a world of drug fused nonsense.

  10. Mike the stumpjumper says:

    The music is so good, it wouldn’t even need lyrics.
    Don’t get all bent out of shape trying to make sense of lyrics you would never find in a best selling novel.

  11. Anonymous says:

    All very interesting, and yet no clear conclusion.

  12. Veteran says:

    The standard version, minus the two last verses, has always borne rich meaning for me, since first hearing it as background for “Full Metal Jacket”. At the time, I could not understand why Kubrick wanted to USE that song, but over time, I realized it’s significance. And it is perfect accompaniment to a Graduating Platoon of Marine Recruits, on their way to Vietnam. “We danced the light fandango, did cartwheels ‘cross the floor….” We celebrated our newfound definition of Manhood. We were Marines. We were going to war, “I was feeling kind of seasick…” I started thinking about the seriousness of this phase of my life and was beginning to have second thoughts. “But the crowd called out for more…” Come ON, MAN! You’re a HERO! The crowd recognizes where you are going as they gaze at your Uniform. They cheer you ON! “And the room, it started spinning and the ceiling flew away….” This is a done deal, and I’m GOING and have absolutely no control over this. “But they called out for another drink and the Waiter brought the tray…” Might be our last night on this earth with a party like this, so drink up and celebrate this night. “And it wasn’t until later when the Miller told his tale, that her face at once just ghostly turned a Whiter shade of pale…” It wasn’t until we truly understood what that conflict was all about that the horror of it became clear. And this was long after we’d returned. “She said there is no reason, and the truth is plain to see….” We arrived there, and realized the insanity of war and the brutal fact that we were a part of it. We were there, trying to kill them, as they tried to kill us, neither truly understanding why. But we were there. This was happening. “But I wandered through my playing cards and would not let her be…” Unfortunately, war becomes normalized, and a deck of cards represents the chances one takes in its execution. Is tonight the night? Is this my last patrol? :”One of sixteen vestal virgins who were headed for the coast…” Could I have decided to go somewhere else? “And my eyes were opened wide, though they might as well have been closed….” Now I’m starting to see the madness in all of this; the destruction and the terror of it all. But it’s too late. I’m here and I have a duty to perform. “And it wasn’t until later when the Miller told his tale, that her face at once just ghostly, turned a Whiter shade of pale….” And now I must live with these memories.

    • Anonymous says:

      Incredible! Shows how we all interpret music based on our own life experience.

    • Robert says:

      Excellent analysis and application to your experiences. If we are truly the sum of our experiences, you have exhibited a depth of understanding using a musical narrative to placehold a memory for a generation.

      Good job.

  13. Penelope Lee Whitney says:

    As the truth and beauty of poetry in subjective and in the eye of the beholder, please send us the lyrics, written to show ends of lines and pauses for breaths — and allow each of us the pleasure of finding our own truths within this amazing song… Many many thanks in advance

  14. StevenQuick2000 at Gmail dot com says:

    “A Whiter Shade of Pale”
    Procol Harum

    (Single release version)

    We skipped the light fandango,
    turned cartwheels ‘cross the floor.
    I was feeling kinda seasick.
    The crowd called out for more.
    The room was humming harder,
    as the ceiling flew away,
    when we called out for another drink,
    the waiter brought a tray.

    And so it was that later,
    as the miller told his tale,
    that her face at first just ghostly,
    turned a whiter shade of pale.

    She said “There is no reason,
    and the truth is plain to see”.
    But I wandered through my playing cards.
    Would not let her be
    one of sixteen vestal virgins
    who were leaving for the coast.
    And although my eyes were open
    they might have just as well’ve been closed.

    And so it was later,
    as the miller told his tale,
    that her face at first just ghostly,
    turned a whiter shade of pale.

    And so it was that later………

    April 1967, Olympic Studios, London, England

    Vocalist and Pianist… Gery Brooker
    Lyricist…………… Keith Reid

    Organist…………… Matthew Fisher
    Guitarist………….. Ray Royer
    Bassist……………. David Knights

    Session drummer…….. Bill Eyden
    Producer…………… Denny Cordell
    Sound engineer……… Keith Grant

  15. Doc says:

    The real key is indeed in the refrain and the song’s title. If you know your Chaucer (died 1400), you know that the Miller’s Tale was a short story about a cuckolded husband and his wife who was sleeping with their lodger, a college boy, as her husband was off on a fool’s errand. As she hears this tale unfold, the woman dancer, pale to begin with, turns ever paler, seeing her own guilt in the story being told, like the king in Hamlet watching the actors and choking with guilt. Does he understand her infidelity: clearly, with the Neptune/mermaid remark. The Vestals of classical Rome were “virgins” who in fact were essentially prostitutes for the male elites. Diving to the sea bed? “Hitting rock bottom”?? Or is the sea bed a mermaid with a new merman: good old make up sex? This seems to remain ambiguous, as is sometimes the case in good poetry. Peace out.

  16. James says:

    I don’t know about any missing lyrics, but I have listened to the recorded version many times and its meaning to me seems quite clear if you know Spanish and Roman History and guys who have a lot of great pickup lines and strategies to get the girl AKA “Playing Cards.” In this case he never got the girl to begin with, for a very good reason although she was tempted and told him there was no reason, which was a lie. And the miller’s tale was the reason for it. The miller’s story reminded her of her predicament and sobered her up with realization from her out of control intoxication and exuberance. Maybe they both were tempted as “his eyes were opened” and he was attracted to her as well. But “his eye’s may as well been closed” because he would never have her. This song is based on a 17th century Spanish/Roman love story where traditions and lifestyle interfered in the mix. (Iberian Peninsula circa 1600’s).
    They “skipped the light Fandango” which is a lively fast tempo Spanish Dance just for couples which is anything but light. They “did cartwheels across the floor” which indicates a lot of vigorous dancing. He “was feeling kind of seasick” as you would if you were overdoing it, partying too hard, heavily intoxicated, and too much exercise dancing out on the dancefloor. But “as the crowd call out for more” because you’re entertaining them with your antics, you succumb to continuing the charade even though you don’t truly feel well. Everybody knows that guy who’s the life of the party outwardly but feels dead inside and pushes himself for the sake of everyone else.
    But his guy has an agenda to get the girl that caught his eye and is keeping up with him in this brief whirlwind dancefloor romance. They were having an exceedingly good time.
    “The room was humming harder” or was really jumping (hopping) as you forget about limitations and “the ceiling flies away.” You feel there is no limit to the height you can achieve, or you feel “ten feet tall” as some people express it. [Not a part of the lyrics.]
    They “called out for another drink and the waiter brought a tray.” Definitely partying too much which is how people lose sight of themselves and decorum goes to hell. Then easily swayed by false feelings of romance and an exceptionally good time. Can’t say how many couples I’ve known that got together this way, and how many were born from their parents for this very reason as well. So up to this point it’s just a common romance story or missed and regretted encounter that’s difficult to get over. Every guy has had that near miss with a girl that they feel could’ve changed everything for them. The one that got away.
    “And so it was that when the miller told his tale.” A miller is someone who runs or operates a mill. In this era, it was primarily by stone to turn wheat and grain into flour. A millstone, and he was the operator or miller. “That her face at first just ghostly, turned a whiter shade of pale.”
    “She said there is no reason. And the truth is plain to see.” Again, there is a reason, but she doesn’t want to tell him because she was embarrassed that she might have led him on in her drunken stupor before coming to her sobering realization.
    “But I wandered through my playing cards.” As a player would with whatever come-on and pick-up lines and plays, he had to hook-up with her. Schemes or skills as some call it. What would work on her he’s pondering. What CARD can I play? Recounting them all…
    “And would not let her be.” He couldn’t accept the rejection and walk away. He just kept trying to put the moves on her.
    “One of Sixteen Vestal Virgins.” There are only SIX Vestal Virgins at a time not sixteen. But I’m sure it just fit better lyrically. This link explains what a Vestal Virgin is; -so that there is no argument about it.
    “Who were leaving for the coast.” Going to seminary to take up her Priestly Religious Duties which is why he could never have her. If she lost her Virtue by losing her virginity to him, she was subject to being BURIED ALIVE as consequence. And he would be flogged to death for taking her virtue. This was the religion that was practiced at the time by a large percentage of the populace. “And so it was that when the miller told his tale. Her face at first just ghostly, turned a whiter shade of pale” makes more sense knowing she had almost lost herself and crossed the line to be with him. She narrowly avoided death as she stared it in the face turning her a whiter shade of pale. Both his death and hers. Clinging to her virtue she answers him saying; “She said there is no reason. And the truth is plain to see.” But he couldn’t leave her alone.
    This is a VERY dark love song of both love and loss. With a near death experience tossed in just for fun. Can you imagine being buried alive? Chills I tell ya!
    Great Song with traditional Spanish attire being worn by the band members in a video where the background somewhat resembles Spain in some parts, but not really. I think they were trying to fool us that part of it was filmed in Spain with a Roman Church in the background. But the bobby’s and the rest of the video give England away. I don’t know if any of them have Spanish lineage as I do, but possibly. I get mistaken all the time for something else and I don’t look much different from these fellas. At least when I was younger anyway.

  17. Anonymous says:

    six virgins: teenagers

  18. Anonymous says:

    i always thought it was based on Chaucer’s “The Miller’s Tale” – ever read it? but any song can be made into what the listener wishes.

  19. Anonymous says:


  20. Conquistador says:

    no. this song is an easter egg without the egg. it means what it clearly means. to the point the author made, which is wrong, about ‘she said there is no reason, and the truth is plain to see.” the dude was DRUNK. too drunk and hitting on a hot girl. ‘sixteen vestal virgins’ are the hot girl and her friends, who left after he “wandered through my playing cards, would not let her be” because he was too drunk and hitting on one of them, so they left the bar. his girlfriend found out, later, THROUGH THE RUMOR MILL (back in the day, the miller had all the gossip, thus ‘rumor mill) i could go on tooo…

  21. Mark says:

    This tune has always been, from my adolescence till now, one of my favorite sounds… I say “sound” because the lyrics were confounding and somehow inconsequential (for me), and yet so beautiful. They fit the music so magically as if borne by the melody itself. I simply liked the sound. The vocals so wonderfully sung by Gery Brooker are another musical instrument, a component of the orchestra. Some might say that’s a rather shallow way to describe my enjoyment of such poetry… well, so be it. I love the fusion of sounds that render the overall mood of a silent love, hauntingly beautiful, and with the resulting warm contentment of it all. A melancholy but peaceful ballad. A masterpiece.
    My family moved from Corpus Christi, Texas, to London, England in 1964 when I was 9 years old, and departed 6+ years later. I grew up watching the birth of rock & popular blues in my formative years. And what I still hold dear from those years are Procal Harum’s “Whiter Shade of Pale”, Hendrix’s “1983… (A Merman I Should Turn to Be)”, and later, SRV’s rendition of “Little Wing”. If I had to die tomorrow with just one song to take with me, I’d have to chose Little Wing, but I’d rather not go without A Whiter Shade of Pale.

  22. Ed says:

    What a poor interpretation of a great song.

Leave a Reply

Your email address will not be published. Required fields are marked *

You may also like...