Frank Zappa

Frank Zappa (December 21, 1940 — December 4, 1993) was an American musician, composer, producer, and bandleader with a career that spanned three decades.

He emerged as the frontman of the Mothers of Invention, an LA-based avant-garde rock band that combined pop parody with psychedelia and free jazz on the 1966–69 albums Freak Out!, Absolutely Free, We’re Only in It for the Money, and the two-record soundtrack Uncle Meat.

Zappa went solo with 1969’s Hot Rats, an album of jazz-rock instrumentals recorded with Jean-Luc Ponty and Don “Sugarcane” Harris. Thirty-plus albums followed across the next quarter-century on the Zappa-instituted labels Bizarre, DiscReet, and Barking Pumpkin.

Mothers of Invention members: Frank Zappa (guitar, vocals), Ray Collins (vocals, harmonica, percussion, 1965-68), Roy Estrada (bass, vocals, 1965-1969, 1975), Jimmy Carl Black (drums, percussion), Henry Vestine (guitar, 1965-66), Don Preston (keyboards, piano, Moog, synthesizer, 1966-69, 1971-72, 1974), Elliot Ingber (guitar, 1966), Jim Fielder (bass, guitar, 1966-67), Bunk Gardner (saxophone, woodwinds, 1966-69), Billy Mundi (drums, percussion, 1966-67), Euclid James ‘Motorhead’ Sherwood (saxophone, woodwinds, tambourine, 1967-69), Ian Underwood (piano, keyboards, saxophone, woodwinds, vocals, 1967-69, 1971, 1973), Arthur Tripp (drums, percussion, 1967-69), Lowell George (guitar, vocals, 1968-69), Buzz Gardner (trumpet, 1968-69), George Duke (keyboards, synthesizer, vocals, 1970, 1972-75), Jeff Simmons (guitar, vocals, 1970, 1974), Mark Volman (vocals, 1970-71), Howard Kaylan (vocals, 1971), Bob Harris (keyboard, vocals, 1971), Jim Pons (bass, vocals, 1971), Aynsley Dunbar (drums, 1971-72), Tony Duran (slide guitar, vocals, 1972), Erroneous (bass, 1972), Sal Marquez (trumpet, vocals, 1972-73), Mike Altschul (trumpet, woodwinds, saxophone, 1972), Kenny Shroyer (brass, woodwinds 1972), Ruth Underwood (marimba, vibraphone, percussion, 1973-75), Ralph Humphrey (drums, 1973-74), Jean-Luc Ponty (violin, 1973), Napoleon Murphy Brock (saxophone, flute, vocals, 1974-75), Bruce Fowler (trombone, 1973-74), Tom Fowler (bass, 1973-75), Walt Fowler (trumpet, 1974), Chester Thompson (drums, 1974-75),Bird Youmans (bass, 1975), Denny Walley (guitar, vocals, 1975), Robert Camarena (vocals, 1975), Novi Novog (viola, keyboards, vocals, 1975), Norma Jean Bell (alto saxophone, vocals, 1975)

This page is currently in development and will undergo heavy editing and have added contents in the coming months (April 2024)

Early Life

Zappa was born in Baltimore, Md., on December 21, 1940. He was the eldest of four children in a multi-generational household with Italian-speaking grandparents. During his childhood, the family moved several times due to his father’s work as a chemist for the defense industry.

At the turn of the 1950s, the family lived near a Maryland arsenal that stored mustard gas, necessitating emergency gas masks at home. His childhood was plagued by sinuses, for which he was given nasal radium treatment, a practice since linked to his later development of cancer. Consequently, references to germs and nasal conditions would factor into much of his work.

When Frank was a teenager, the Zappa family moved to San Diego, where he took up drums and joined his first band at Mission Bay High School. His musical interests ranged from doo wop and R&B to Italian opera and avant-garde classical composers (Stravinsky, Webern). He developed a special fondness for French experimental composer Edgard Varèse, who inspired Zappa to learn orchestral percussion and explore sounds for their own sake.

The Zappa family moved to Lancaster, where Frank attended Antelope Valley High School. He befriended classmate and future collaborator Don Glen Vliet, who later changed his middle name to Van and adopted the stage name Captain Beefheart. During this time, Zappa drummed with local act The Blackouts, which included future Mothers reedist Euclid James “Motorhead” Sherwood. Inspired by Johnny “Guitar” Watson, Zappa took up guitar with a special interest in soloing. Before graduating, he wrote and arranged several avant-garde classical pieces for school orchestra.

Early Career

Zappa left home at age 18 and moved to Los Angeles, where he gigged with a new version of The Blackouts and eked out a living as a composer. His earliest recorded scores were for the b-movies The World’s Greatest Sinner (1962) and Run Home Slow (1965). In 1962, he formed a partnership with singer Ray Collins. One of their songs, “Memories of El Monte,” was a local hit for doo wop group The Penguins. It was produced by Paul Buff at Pal Recording Studio in Cucamonga.

In 1963, Zappa made his first television appearance on Steve Allen’s late-night show, where he took a violin bow and drum sticks to a sound-emitting bicycle. He also cut demos with Beefheart under the working name The Soots. One of these, “Metal Man Has Hornet’s Wings,” was issued years later on the Wizardo Records bootleg Confidential.

Earning money as a film composer, Zappa assumed Pal Recording Studio and converted it to Studio Z, where he worked 12 hours a day on recordings and overdubs. At night, he gigged locally with his power trio, The Muthas. In early 1965, he lost the studio when it was raided after a bogus pornography tip-off to local authorities. He was imprisoned for 10 days.

The Mothers of Invention

In late 1965, Collins asked Zappa to join The Soul Giants, a local R&B band that had recently lost its guitarist. Zappa quickly became the band’s leader and changed their name to The Mothers. Collins played harmonica, tambourine, and percussive sundries in The Mothers, which also featured bassist Roy Estrada and drummer Jimmy Carl Black.

The Mothers rose fast on LA’s underground music scene, where they sparked the interest of producer Tom Wilson, who signed them to MGM’s jazz-oriented Verve division. At the label’s insistence, they renamed themselves The Mothers of Invention. Guitarist Elliot Ingber joined in time for their debut album.

Freak Out!

The Mothers of Invention released their debut album, Freak Out!, on June 27, 1966, on Verve. The album spans four sides (60:55 duration) with a mix of parody pop (record one) and avant-garde sound collage. Frank Zappa composed everything apart from “Go Cry On Somebody Else’s Shoulder,” a doo-wop spoof co-credited to Ray Collins.

Zappa sings lead vocals and alternates lead and rhythm guitar with Elliot Ingber. Bassist Roy Estrada (credited with “boy soprano”) doubles on the guitarrón, a giant deep-body acoustic guitar used in Mexican Mariachi bands.

Freak Out! features “noises” by Motorhead Sherwood, a subsequent Mother. Additional guests (listed as the “Mothers Auxiliary”) include singer Paul Butterfield, jazz pianist Les McCann, and members of the Wrecking Crew: a coterie of LA studio musicians that included percussionist Gene Estes, 12-string guitarist Carol Kaye, and pianist Mac Rebennack (later known as Dr. John).

Jeannie Vassoir, a little-known Mothers associate, voiced the “Suzie Creamcheese” character. (By popular demand, Zappa hired Pamela Zarubica — a Whisky A Go Go waitress who inspired “Wowie Zowie” — to voice the part in concert).

A1. “Hungry Freaks, Daddy” (3:27) is a broadside on America’s public school system with quotes of The Rolling Stones (“(I Can’t Get No) Satisfaction”) and “Louie Louie” writer Richard Berry (“Have Love, Will Travel”).
A2. “I Ain’t Got No Heart” (2:30)
A3. “Who Are the Brain Police?” (3:22)
A4. “Go Cry On Somebody Else’s Shoulder” (3:31)
A5. “Motherly Love” (2:45)
A6. “How Could I Be Such a Fool” (2:12)

B1. “Wowie Zowie” (2:45)
B2. “You Didn’t Try to Call Me” (3:17)
B3. “Any Way the Wind Blows” (2:52) was inspired by the breakdown of Zappa’s first marriage.
B4. “I’m Not Satisfied” (2:37)
B5. “You’re Probably Wondering Why I’m Here” (3:37)

C1. “Trouble Comin’ Every Day” (6:16) was inspired by the 1965 Watts Riots.
C2. “Help, I’m A Rock (Suite In Three Movements)” (8:37)
     a. “1st Movement: Okay to Tap Dance”
     b. “2nd Movement: In Memoriam, Edgar Varese'”
     c. “3rd Movement: It Can’t Happen Here”

D1. “The Return of the Son of Monster Magnet (Unfinished Ballet In Two Tableaus)” (12:17)
     a. “Ritual Dance of the Child Killers”
     b. “Nullis Protii (No Commercial Potential)”

Freak Out! is rock’s earliest studio double-album; presaging 1968–69 releases by The Beatles (“white album”), The Who (Tommy), Chicago (CTA), Moby Grape (Wow/Grape Jam), and Sons of Champlin (Loosen Up Naturally).

Sessions spanned four days (March 9–12, 1966) at Hollywood’s TTG Studios, where Tom Wilson produced Freak Out! in sequence with MGM–Verve titles by The Animals, The Blues Project, Connie Francis, Freda Payne, and Hugh Masekela. Upon completion of the second-recorded song (“Who Are the Brain Police?”), an ecstatic Wilson secured an unlimited budget for Freak Out!, which cost MGM roughly $30,000.

Two songs (“Motherly Love,” “I Ain’t Got No Heart”) are retakes of 1965 demos (released posthumously on Joe’s Corsage). “Any Way the Wind Blows” stems from a 1963 demo (released on The Lost Episodes). “Wowie Zowie” (first slated as the opening track) originally contained a musique concrète middle-eight.

“The Return of the Son of Monster Magnet” resulted from an unfinished graveyard that involved a $500 percussive arsenal and numerous “freaks from Sunset Boulevard.” MGM denied Zappa’s request for additional studio time, hence its unfinished status. “It Can’t Happen Here” first contained an early use of the word “psychedelic,” a perceived drug reference that Zappa snipped at MGM’s insistence. 

Freak Out! appeared in a gatefold sleeve with biographical trivia, “relevant quotes,” and liner notes on each composition. The back cover contains a “letter” from Suzie Creamcheese, addressed from Salt Lake City, Utah. Original copies contained a “Freak Out Hot Spots!” map: a map of Hollywood with marked locations and a sectioned-off “cultural desert” (southeast area).

Freak Out! reached No. 130 on the Billboard 200. In the UK, Verve issued the album as an eleven-track single LP (SVLP 9154) in a flipback cover. This version cuts “Go Cry On Somebody Else’s Shoulder,” “How Could I Be Such a Fool,” and “Any Way the Wind Blows.”

Absolutely Free

The Mothers of Invention released their second album, Absolutely Free, on May 26, 1967, on Verve. It features two “Underground Oratorios” comprised of short, interlinked pieces, collectively titled “Absolutely Free” (Side One) and “The M.O.I. American Pageant” (Side Two).

Frank Zappa arranged and co-produced Absolutely Free, which features bassist Roy Estrada, drummer Jimmy Carl Black, singer–harpist Ray Collins, and three new Mothers: keyboardist Don Preston, drummer Billy Mundi, and reedist Bunk Gardner. A fourth recent member, guitarist Jim Fielder, left before the album’s release, hence his non-appearance in the credits.

Lisa Cohen (daughter of Zappa manager Herb Cohen) enacts the Suzie Creamcheese character on “Brown Shoes Don’t Make It,” which features a Zappa-conducted string and trumpet section. “America Drinks & Goes Home” includes multiple guest voices, including future Monty Python member Terry Gilliam.

Side One: “Absolutely Free” (20:28)
1. “Plastic People” (3:40)
2. “The Duke of Prunes” (2:12) reuses the love theme that Zappa wrote for the 1965 Western film Run Home Slow.
3. “Amnesia Vivace” (1:01) quotes two ballets (The Rite of Spring, The Firebird) by Russian modernist composer Igor Stravinsky.
4. “The Duke Regains His Chops” (1:45)
5. “Call Any Vegetable” (2:19)
6. “Invocation & Ritual Dance of the Young Pumpkin” (6:57) contains a saxophone quote from Movement No. 4 (“Jupiter, the Bringer of Jollity”) of The Planets, a 1914–17 orchestral suite by English Romantic composer Gustav Holst.
7. “Soft-Sell Conclusion” (1:40) quotes the intro to “Marche Royale” from Stravinki’s 1918 opera The Soldier’s Tale.

Side Two: “The M.O.I. American Pageant” (19:23)
1. “America Drinks” (1:52) and its sequel (“Goes Home”) use nightclub to emulate the drunken overnight bar-band vibe.
2. “Status Back Baby” (2:52) quotes the intro of Stravinski’s 1911 ballet Petrushka.
3. “Uncle Bernie’s Farm” (2:09)
4. “Son of Suzy Creamcheese” (1:33)
5. “Brown Shoes Don’t Make It” (7:26) was inspired by reports of a wardrobe mismatch by President Lyndon B. Johnson, who wore brown shoes with a gray suit during a Vietnam press conference.
6. “America Drinks & Goes Home” (2:43)

Sessions spanned four days (November 15–18, 1966) at T.T.G. Studios, Hollywood, where Tom Wilson co-produced Absolutely Free in sequence with the first Velvet Underground album and the debut titles by Nico and Eric Burdon’s New Animals. Wilson’s engineer on these projects, Ami Hadani, also worked on 1966–67 titles by Emil Richards, Harpers Bazarre, The Love Generation, and The New Wave.

CD reissues of Absolutely Free bisect the two oratorios with both sides of the May 1967 Mothers single, “Why Don’t You Do Me Right” / “Big Leg Emma.”

Absolutely Free appeared in a gatefold sleeve with assorted Mothers cluster shots (back and inner-gate) arranged by Cal Schenkel, Zappa’s ongoing visual designer. Photographer Alice Ochs (wife of folk singer Phil Ochs) took the front cover, where a disheveled Zappa stares blank into the lens while his then-fiance, Gail Sloatman, peeks behind his shoulder. The back cover features a multi-colored urban collage reminiscent of Stuart Davis.

Saxophonist Jim Sherwood (part of the “Mothers Auxiliary” on Freak Out!) joined MoI between the completion and release of Absolutely Free, which lists him as a band member despite his absence from the recording.

Absolutely Free peaked at No. 41 on the Billboard 200. In October 1967, the album appeared in the UK with a flipback single sleeve. This version (Verve VLP/SVLP 9174) contains an otherwise unused poem by British radio disc jockey Mike Raven.

Lumpy Gravy

Frank Zappa made his unofficial solo debut with Lumpy Gravy, released on August 7, 1967, on Capitol Records. The EP-length album (22:37 duration) consists of an orchestral score composed and conducted by Zappa. A tagline below the title describes Lumpy Gravy as “a curiously inconsistent piece which started out to be a BALLET but probably didn’t make it.”

Due to the terms of his MGM–Verve contract, Zappa himself doesn’t perform on Lumpy Gravy, which features a large group of string and brass players dubbed the Abnuceals Emuukha Electric Symphony Orchestra. The project came about through Capitol A&R Nick Venet, who commissioned the Mothers’ frontman for an orchestral album.

Side One Tableaux (10:57)
1. “Sink Trap” (2:45)
2. “Gum Joy” (3:44)
3. “Up and Down” (1:52)
4. “Local Butcher” (2:36)

Side Two Tableaux (11:40)
5. “Gypsy Airs” (1:41)
6. “Hunchy Punchy” (2:06)
7. “Foamy Soaky” (2:34)
8. “Let’s Eat Out” (1:49)
9. “Teenage Grand Finale” (3:30)

Sessions spanned three days (March 14–16) at Capitol Studios in Los Angeles, where Venet produced Lumpy Gravy amid label releases by The Leaves, The Stone Poneys, and the West Coast Workshop. Venet spent $40,000 on the project, which faced initial resistance from Abnuceals Emily Richards (percussion) and Tommy Redesco (guitar), both classical players who viewed Zappa with skepticism. Zappa won them over with a personal demonstration of the piece, which baffled multiple players due to its complexity.

Lumpy Gravy appeared on the short-lived 4-track Stereo-Pak format. Capitol prepared a promo single (“Gypsy Airs” / “Sink Trap”) before the album was recalled due to an injunction by MGM–Verve, which claimed that its release violated the terms of Zappa’s contract. Zappa countered that he signed with MGM as a musician, not a conductor, and therefore wasn’t barred from conducting albums on competing labels.

On the original cartridge cover, Zappa appears against a crimson background in an overcoat and top-hat; identified as Francis Vincent Zappa, which he thought was his legal birth name (later confirmed as Frank Vincent Zappa).

In October 1967, Verve acquired the orchestral recording and remixed it with added surf music, spoken word, and music concrète. Verve’s Lumpy Gravy contains two side-long parts, each just under sixteen minutes (31:45 total duration). This version appeared on May 13, 1968, two months after the Mother’s third album. Later CD issues divide the two parts into 22 pieces.

1. “The Way I See It, Barry” (0:06)
2. “Duodenum” (1:32)
3. “Oh No” (2:03)
4. “Bit of Nostalgia” (1:35)
5. “It’s from Kansas” (0:30)
6. “Bored Out 90 Over” (0:31)
7. “Almost Chinese” (0:25)
8. “Switching Girls” (0:29)
9. “Oh No Again” (1:13)
10. “At the Gas Station” (2:41)
11. “Another Pickup” (0:54)
12. “I Don’t Know If I Can Go Through This Again” (3:49)

1. “Very Distraughtening” (1:33)
2. “White Ugliness” (2:22)
3. “Amen” (1:33)
4. “Just One More Time” (0:58)
5. “A Vicious Circle” (1:12)
6. “King Kong” (0:43)
7. “Drums Are Too Noisy” (0:58)
8. “Kangaroos” (0:57)
9. “Envelops the Bath Tub” (3:42)
10. “Take Your Clothes Off” (1:53)

We’re Only in It for the Money

The Mothers of Invention released their third album, We’re Only in It for the Money, on March 4, 1968, on Verve. The album is the first in a four-part series dubbed No Commercial Potential, which includes the remixed Lumpy Gravy and the two subsequent Mothers albums.

We’re Only in It for the Money consists of partial songs and spoken-word bits, interlinked with orchestral snippets from Lumpy Gravy. Each side runs as one continuous suite. Thematically, WOiIftM lampoons the performative aspects of hippie culture (empty slogans, mass-marketed fashion accessories).

Zappa performs on this album with principle input from bassist Roy Estrada, drummer Bill Mundi, and new Mothers pianist–reedist Ian Underwood. Select passages feature percussionist–trumpeter Jimmy Carl Black (the “Indian of the group”), reedist Bunk Gardner (co-credited with “mumbled weirdness”), “retired” keyboardist Don Preston, and multi-saxist Euclid James “Motorhead” Sherwood.

Three tracks (“Absolutely Free,” “Mother People,” “The Chrome Plated Megaphone of Destiny”) welcome back the Abnuceals Emuukha Electric Symphony Orchestra and Chorus, conducted by Sid Sharp under Zappa’s supervision. Zappa self-produced WOiIftM and all subsequent albums in his catalog.

A1. “Are You Hung Up” (1:23)
A2. “Who Needs the Peace Corps” (2:34)
A3. “Concentration Moon” (2:32)
A4. “Mom & Dad” (2:16)
A5. “Bow Tie Daddy” (1:22)
A6. “Harry, You’re a Beast” (1:22)
A7. “What’s the Ugliest Part of Your Body?” (1:03)
A8. “Absolutely Free” (3:26)
A9. “Flower Punk” (3:57) parodies The Leaves‘ arrangement of “Hey Joe” with irregular meters and back-handed references to the San Francisco flower child theme.
A10. “Hot Poop” (0:16)

B1. “Nasal Retentive Caliope Music” (2:00)
B2. “Let’s Make the Water Turn Black” (1:54)
B3. “The Idiot Bastard Son” (3:27)
B4. “Lonely Little Girl” (1:10)
B5. “Take Your Clothes Off When You Dance” (1:33)
B6. “What’s the Ugliest Part of Your Body? (Reprise)” (1:03)
B7. “Mother People” (2:30)
B8. “The Chrome Plated Megaphone of Destiny” (6:30)

Sessions took place between July and September 1967 at Mayfair Studios in New York City, where the Mothers relocated due to the LAPD’s harassment of the Angelino rock community. One track (“Who Needs the Peace Corps?”) dates from a March session at Hollywood’s TTG, where Zappa conceived it under the working title “Fillmore,” inspired by their recent stand at the Fillmore West in San Francisco.

In NYC, Zappa met Jimi Hendrix and Eric Clapton. The Mothers intercut Mayfair bookings with the Experience, who recorded “The Stars That Play with Laughing Sam’s Dice” (the b-side to their summer ’67 single “Burning of the Midnight Lamp”) at Mayfair in mid-July, fifteen months out from the a-side’s parent album, Electric Ladyland. Clapton (then between the first two Cream albums) lent spoken-word bits to “Are You Hung Up?” and “Nasal Retentive Calliope Music.”

While Hendrix used the studio, Zappa and the Mothers arranged the intended WOiIftM cover, a spoof on The Beatles‘ recent Sgt. Pepper’s Lonely Hearts Club Band. Hendrix appears on the far-right beside Gail Zappa and the Mothers; flanked with dolls and life-size cutouts of assorted media and historical figures. Zappa paid $4,000 for the elaborate photoshoot with Jerry Schatzberg, the photographer of covers to recent albums by Aretha Franklin and Astrud Gilberto. The image mimics Pepper’s layout with reverse details (stormy night sky, spoiled garnishes).

Zappa phoned Paul McCartney to get the Beatles’ blessing. McCartney delegated the matter to the Beatles’ label, Capitol, which objected to the spoof. In a compromise, Verve placed the spoof image on the right inner-gate next to the red lyric spread (cribbed from Pepper’s back cover). The dispute delayed Verve’s release of WOiIftM by five months.

The released outer-fold presents the intended inner-spread: a medium-shot of the seven Mothers (left–right: Zappa, Mundi, Gardner, Estrada, Preston, Carl Black, Underwood) against a yellow background dressed in drag (a reverse of Pepper’s Edwardian sergeant garb). A speech-bubble (attributed to Zappa) raises the question “Is this phase one of Lumpy Gravy?” — a reference to the continuity between Money and Lumpy, first released before WOiIftM, then recalled and remixed during the Money sessions (with overlapping orchestral parts) for release after Money as Part Two of the No Commercial Potential series.

Sessions wrapped on WOiIftM just as the Mothers’ chief rivals, the Velvet Underground, entered Mayfair for White Light / White Heat, a contentious project that spurred the exit of violist John Cale. On “Concentration Moon,” Money and White Light engineer Gary Kellgren made a back-handed remark (“at the same time, I get to work with the Velvet Underground, which is as shitty a group as Frank Zappa’s group”) that WOiIftM post-mixing engineers snipped at MGM’s insistence. MGM also censored lyrics in “Absolutely Free” (the word “balling”), “Let’s Make the Water Turn Black” (a line with “pad,” mistaken as a menstruation reference), and “Harry, You’re a Beast” (references to the late comedian Lenny Bruce).

Zappa and the Mothers recorded overdubs in October 1967 at New York’s Apostolic Studios with engineer Dick Kunc, a field-recording innovator who also worked on 1968 MGM–Verve titles by Chrysalis and Sandy Hurwitz (aka Essra Mohawk). At Apostolic, Zappa conducted a vocal experiment around the studio grand piano, where assorted Mothers and guests (the “piano people”) spoke improvised dialogue close to the soundboard, which made the strings resonate.

We’re Only in It for the Money reached No. 30 on the Billboard 200.

In 1984, Zappa remixed the album as part of a vinyl box-set, The Old Masters. This version reinstated the censored lyrics and replaced the rhythm tracks with new parts by bassist Arthur Barrow and drummer Chad Wackerman. This prompted a multi-million royalties lawsuit by Zappa’s former Mothers bandmates. In 1995, Rykodisc released a CD of the original stereo mix with MGM’s censorship intact.

Cruising With Ruben & The Jets

The Mothers of Invention released their fourth album, Cruising With Ruben & The Jets, on December 2, 1968, on Verve. The music spoofs 1950s-style doo-wop and rock ‘n’ roll, “performed” by the fictional act Ruben & The Jets, a band of anthropomorphic dogs. Frank Zappa designated this album as the third in his four-part No Commercial Potential series.

Cruising With Ruben & The Jets contains ten Zappa originals, which satirized the love lyrics and pop arrangement of his pre-Beatles youth. Four songs (“How Could I Be Such a Fool,” “You Didn’t Try to Call Me,” “Anyway the Wind Blows,” “I’m Not Satisfied”) are rearranged numbers from the Mothers’ debut, Freak Out!

Zappa plays lead guitar and occasional drums, piano, and bass on Ruben & The Jets, which features five-sixths of the Mothers’ Money lineup: bassist Roy Estrada, percussionist Jimmy Carl Black, saxophonist Bunk Gardner, keyboardist Don Preston, and reedist–keyboardist Ian Underwood; plus ongoing auxiliary member Motorhead Sherwood on baritone sax and tambourine.

Ruben marked the brief return of singer Ray Collins, a long-time ’50s pop enthusiast whose high vocal range suited the material. He wrote “Anything” and co-wrote songs with Frank (“Fountain of Love”) and pre-fame Zappa studio associate Paul Buff (“Deseri”). Vocally, he’s backed with “low grumbles” (Zappa) and “High Weazlings” (Estrada). Musical details include “redundant piano triplets” (Preston and Underwood) and “lewd pulsating rhythm,” which Carl Black plays with newcomer Arthur Dyer Tripp III.

A1. “Cheap Thrills” (2:20)
A2. “Love of My Life” (3:17)
A3. “How Could I Be Such a Fool” (3:33)
A4. “Deseri” (2:04)
A5. “I’m Not Satisfied” (3:59)
A6. “Jelly Roll Gum Drop” (2:17)
A7. “Anything” (3:00)
B1. “Later That Night” (3:04)
B2. “You Didn’t Try to Call Me” (3:53)
B3. “Fountain of Love” (2:57)
B4. “No.No.No.” (2:27)
B5. “Anyway the Wind Blows” (2:56)
B6. “Stuff Up the Cracks” (4:29)

Ruben sessions occurred at Manhattan’s Studio Apostolic during a seven-month span (July 1967 to February 1968) where Zappa produced all four albums in the No Commercial Potential series. Zappa’s newfound musical complexity (evident on the three other NCP albums) alienated Mothers co-founder Ray Collins, who jumped at the chance to make a ’50s-style album. Drummer Bill Mundi (a presence on the two prior Mothers albums) sat out Ruben but returned for its followup.

The idea for Ruben arose at break during the WOiIftM sessions as the Mothers reminisced about the pop of their 1950s youth with engineer Dick Kunc. As members sang impromptu barber shop harmonies, Zappa pitched the idea of a doo-wop album.

According to the album’s back cover, The Jets were a Chicano doo-wop band led by Ruben Sano (represented by a photo of Zappa from his 1958 senior yearbook). Before they got their showbiz break, Sano left the group at age 19 to cruise with his girlfriend in his 53 Nash. The Jets kept the “Ruben” prefix in his honor.

The Jets (with intentional broken grammar) dedicate the album to people “sick and tired like they are of all this crazy far out music some of the bands of today are playing.” They hope to inspire “everybody to start dancing close back together again like 1955 because they know that people need to love and also want to hold on to each other.” The liner notes end with a mention of Ruben’s three dogs: Benny, Baby, and Martha.

Cruising With Ruben & The Jets appeared four and a half months before the next Mothers studio release, Uncle Meat, a double album of (mostly instrumental) avant-garde music. Despite their musical differences, the two albums have the conceptual link of the Uncle Meat character, who turns Ruben & The Jets into a group of dog-human hybrids with long snouts.

On Cal Schenkel’s cover illustration, a speech bubble from Ruben’s snout reveals their true identity with a self-effacing questions: “Is this the Mothers of Invention recording under a different name in a last ditch attempt to get their cruddy music on the radio?” On the green-back lyrical inner-gates, the Mothers reveal their involvement with a blurred contemporary group photo next to their names and credits (printed backward).

Verve lifted “Deseri” as a Ruben & The Jets single (b/w a remixed “Jelly Roll Gum Drop”) with no mention of the Zappa–Mothers connection. In select markets, fooled radio stations aired “Deseri” as a “lost doo-wop classic.”

Zappa intended a second Mothers doo-wop album under the Ruben & The Jets moniker. Instead, an unrelated band assumed the name under Zappa’s auspices. He produced their first of two albums, the 1973 Mercury release For Real!

In July 1983, Zappa remixed Cruising With Ruben & The Jets for his vinyl box set, The Old Masters. As with the remixed version of We’re Only in It for the Money, he re-recorded the Ruben rhythm tracks with bassist Arthur Barrow and drummer Chad Wackerman. This sparked a $13 million royalties lawsuit by Carl Black, Gardner, and Preston; later upped to $16 million by further claimants Collins, Tripp, and Sherwood.

Uncle Meat

The Mothers of Invention released their fifth album, Uncle Meat, on April 21, 1969, on Bizarre|Reprise. It’s their second studio double-album (74:53 duration) and the fourth installment in Frank Zappa’s No Commercial Potential series.

Uncle Meat contains trademark Mothers’ elements (rock satire, doo-wop pastiche, sound collage) with a greater emphasis on avant-garde instrumental music. Side D consists of “King Kong,” a jazz-rock suite in six parts.

Zappa conceived the album as a soundtrack to a then-unfinished Mothers movie. He composed everything apart from the live inserts of Irving Berlin’s “God Bless America” and The Kingsmen’s rock standard “Louie Louie” (written by Richard Berry).

Zappa performs all guitar and “low grade vocals” on Uncle Meat, which features Mothers co-founder Ray Collins on “swell vocals” and recent addition Artie “With the Green Mustache” Tripp on drums, timpani, mallets (marimba, xylophone), and percussive sundries (wood blocks, bells, chimes).

Collins and Tripp aside, Uncle Meat features the Money lineup, each with additional non-music credits: bassist Roy Estrada (cheeseburgers, Pachuco falsetto), drummer Jimmy Carl Black (droll humor, poverty), electric pianist Don “Dom De Wild” Preston (tarot cards, brown rice), multi-reedist Bunk “Sweetpants” Gardner (electric and|or non-electric), reedist–keyboardist Ian Underwood (industrial relations and teen appeal), and tambourine–saxist Euclid James “Motorhead|Motorishi” Sherwood. Longtime Mother Billy “The Oozer” Mundi drummed on select passages but departed midway for blues-rockers Rhinoceros.

Guest percussionist Ruth Komanoff (Underwood’s then-fiance) supplements Artie on marimba and vibraphone. Additional guests include trumpeter Buzz Gardner, opera singer Nelcy Walker (“Dog Breath,” “The Uncle Meat Variations”), and Mothers auxiliary Pamela Zarubica (as Suzy Creamcheese).

A1. “Uncle Meat: Main Title Theme” (1:54)
A2. “The Voice of Cheese” (0:27)
A3. “Nine Types of Industrial Pollution” (aka “400 Days of the Year”) (5:56) Zappa plays a sped-up guitar solo.
A4. “Zolar Czakl” (0:57)
A5. “Dog Breath, in the Year of the Plague” (5:51) The mid-section contains forty layers, including clarients manipulated with a variable speed oscillator.
A6. “The Legend of the Golden Arches” (1:24)
A7. “Louie Louie” (At the Royal Albert Hall in London) (2:28)
A8. “The Dog Breath Variations” (1:36)

B1. “Sleeping in a Jar” (0:49)
B2. “Our Bizarre Relationship” (1:05)
B3. “The Uncle Meat Variations” (4:40)
B4. “Electric Aunt Jemima” (1:53) Reimagines the syrup mascot as an amplifier brand.
B5. “Prelude to King Kong” (3:24)
B6. “God Bless America” (Live at the Whisky a Go Go) (1:22)
B7. “A Pound for a Brown on the Bus” (1:29)
B8. “Ian Underwood Whips It Out” (Live on stage in Copenhagen) (5:08)

C1. “Mr. Green Genes” (3:10)
C2. “We Can Shoot You” (1:48)
C3. “‘If We’d All Been Living in California…'” (1:29)
C4. “The Air” (2:57)
C5. “Project X” (4:47)
C6. “Cruising for Burgers” (2:19)

D1. “King Kong Itself (As Played by the Mothers in a Studio)” (0:53)
D2. “King Kong (Its Magnificence as Interpreted by Dom DeWild)” (1:15) Fender Rhodes electric piano solo by Preston.
D3. “King Kong (As Motorhead Explains It)” (1:44) saxophone solo by Motorhead Sherwood
D4. “King Kong (The Gardner Varieties)” (6:17) effects-manipulated soprano sax solo by Gardner.
D5. “King Kong (As Played by 3 Deranged Good Humor Trucks)” (0:29)
D6. “King Kong (Live on a Flat Bed Diesel in the Middle of a Race Track at a Miami Pop Festival…The Underwood Ramifications)” (7:22)

Zappa composed Uncle Meat around the premise of a film-in-progress, intended as a mix of surreal sci-fi and mock documentary. His idea for a Mothers movie vehicle preceded the No Commercial Potential series, which spawned this and the prior three albums. Work on the movie portion underwent numerous delays. It finally appeared in 1987 as a direct-to-video release with multiple segments made long after the album’s creation.

Studio sessions took place between October 1967 and February 1968 at New York’s Apostolic, where Zappa and the Mothers intermixed sessions for Uncle Meat and its loosely linked predecessor, Cruising With Ruben & The Jets. For Uncle Meat, he made early use of the just-released 12-track machine by Scully Recording Instruments (which discontinued the model after its 1971 introduction of the 16-track).

Dick Kunc engineered Uncle Meat ahead of Permanent Damage and 1969 albums by Alice Cooper (Pretties for You), Tim Buckley (Blue Afternoon), and Captain Beefheart & His Magic Band (Trout Mask Replica).

Cal Schenkel designed the Uncle Meat gatefold: a collage of cut-and-paste imagery and three-dimensional paint panels. The back cover contains picture slots for the ten Mothers with a blank eleventh slot for “George” (rhythm guitarist Lowell George, who joined between the album’s completion and release). The inner-gate contains a twelve-page booklet with photos, comics, liner notes, and partial sheet music.

Uncle Meat reached No. 43 on the Billboard 200. This would be the final release of new material in the original Mothers continuity.

Hot Rats

Frank Zappa released his second solo album, Hot Rats, on October 10, 1969, on Bizarre|Reprise (43:11). It contains five jazz-rock instrumentals and one track, “Willie the Pimp,” with vocals by long-time Zappa friend Captain Beefheart.

Zappa plays guitar and percussion on Hot Rats, which features nine backing instrumentalists. Ian Underwood (the only remaining Mother) plays piano, flute, clarinet, saxophone, and the “organus maximus,” the pipe organ at Whitney Studios in Glendale. Bassist Max Bennett (a recent Lalo Schifrin sideman) plays on everything but “Peaches en Regalia,” which features a then-fifteen-year-old Shuggie Otis.

Hot Rats features three drummers: John Guerin (a recent Beach Boys auxiliary; A2, B1, B3), Paul Humphrey (a longtime Les McCann sideman; A3, B2), and Ron Selico (A1). Select tracks spotlight violinists Don “Sugarcane” Harris (A2, B2) and Jean-Luc Ponty (B3). Lowell George (a recent Standell) plays uncredited rhythm guitar.

A1. “Peaches en Regalia” (3:38) Zappa plays “octave bass.” Later covered by the Dixie Dregs and Frogg Café.
A2. “Willie the Pimp” (9:21) The album’s title derives from the third chorus (“Hot rats, hot cats”).
A3. “Son of Mr. Green Genes” (8:58) is an instrumental rearrangement of the Uncle Meat track “Mr. Green Genes.”

B1. “Little Umbrellas” (3:06)
B2. “The Gumbo Variations” (12:53)
B3. “It Must Be a Camel” (5:15) Titled after its notation, which resembles the shape of a camel’s hump.

Zappa recorded Hot Rats between July 18 and August 30, 1969, at three South California studios: Whitney (Glendale), TTG and Sunset (both in Hollywood). At TTG, he used an early 16-track machine, which multipled the overdub potential of standard Sixties 4- and 8-track recorders. This allowed him to create “big band” sounds on tracks that feature five or fewer musicians.

Dick Kunk served as the albums “director of engineering” with assistance from Sunset’s Brian Ingoldsby (Biff Rose, Buddy Miles Express, Joe Cocker) and TTG’s Jack Hunt (Eire Apparent, Silver Apples, T.I.M.E.).

Outtakes from the Hot Rats sessions appear sprinkled across Zappa’s three 1970 albums, including one track (“Twenty Small Cigars”) on Chunga’s Revenge and another (“Bognor Regis,” named after an English town) slated as a Chunga’s b-side (the cancelled “Sharleena” single).

Hot Rats appeared in a gatefold sleeve with tintedand colorized infrared photography by Andee Nathanson (outer) and Bruce Linton (inner studio pics). On the front and back cover, GTO Christine Frka (aka Miss Christine) peeks from an emptied Beverly Hills swimming pool. Fresh off his multi-media Uncle Meat efforts, Zappa describes Hot Rats on the inner-gate as “a movie for your ears.”

Hot Rats reached No. 9 on the UK Albums Chart and No. 19 in Australia. In 1987, Zappa remixed the album for its CD release on Rykodisc. This version contains an edited “Willie the Pimp” and a longer “Gumbo Variations” (16:55) with added guitar and sax solos.

George and ex-Mother Roy Estrada co-founded Little Feat, which released six studio albums before Lowell’s death in 1979.

Burnt Weeny Sandwich

The Mothers of Invention released their seventh studio album, Burnt Weeny Sandwich, on February 9, 1970, on Bizarre|Reprise. It’s the first of two back-to-back albums of Mothers studio leftovers from the No Commercial Potential period, sprinkled with Hot Rats outtakes.

The Burnt Weeny material derives from sessions as early as August 1967, recorded during the Money|Ruben timeframe with drummer Jimmy Carl Black, keyboardist Don Preston, bassist Roy Estrada (who raps on “WPLJ”), percussionist Billy Mundi (who played on the title theme before his Dec. ’67 exit), reedists Bunk Gardner and Jim “Motorhead” Sherwood, and ongoing Zappa organist–reedist Ian Underwood.

Sessions from July 1969 feature Hot Rats drummer Art Tripp, rhythm guitarist Lowell George, and violinist Don “Sugarcane” Harris (“Little House I Used to Live In”). Musical guests include Lumpy Gravy bassist John Balkin (“WPLJ,” contra on “Overture to a Holiday in Berlin”), singer Janet Ferguson (backing on “WPLJ”), and Bunk’s older brother, trumpeter Buzz Gardner (b. 1930), a onetime Preston roommate who played in a military band with Herbie Mann.

A1. “WPLJ” (3:02) originated as a July 1955 Music City side by Salinas doo-wop group The Four Deuces; co-written by second tenor Luther McDaniel. Zappa’s version features
A2. “Igor’s Boogie, Phase One” (0:40) is a titular ode to composer Igor Stravinski (quoted on Absolutely Free).
A3. “Overture to a Holiday in Berlin” (1:29)
A4. “Theme from Burnt Weeny Sandwich” (4:35) contains a guitar solo inserted from an unused portion of the WOiIftM track “Lonely Little Girl.” Zappa and Tripp play the percussive overdubs; sourced from “Enigmas 1-5” (released on Finer Moments, 2012).
A5. “Igor’s Boogie, Phase Two” (0:35)
A6. “Holiday in Berlin, Full Blown” (6:27)
A7. “Aybe Sea” (2:45)

B1. “Little House I Used to Live in” (18:42) contains multiple compound meters. Zappa plays the Whitney “organus maximus” pipe organ.
B2. “Valarie” (3:14) originated as an August 1960 Fury a-side by NY doo-wop group Jackie & the Starlites.

Zappa titled the album after his favorite lunch: a burnt Hebrew National wiener wrapped in mustard bread.

For the cover, Cal Schenkel salvaged artwork first commissioned for a posthumous release of jazz bandleader Eric Dolphy. It features painted mannequin hands arranged with machine parts on riveted metal panels. The back cover shows a zoomed image of Underwood, open-mouthed before a piece of ribbed foam with a speech bubble that says “God! This is a tasty little sucker!” The inner-gates have photos of Zappa, Preston (both zoomed), and the Mothers (overhead).

Original copies contained a triple-fold monochrome poster of Mothers pics with the underlying (incomplete) caption “The Mothers of Invention Sincerely Regret to Inform You” (a reference to their breakup).

Weasels Ripped My Flesh

The Mothers of Invention released their eighth album, Weasels Ripped My Flesh, on August 10, 1970, on Bizarre|Reprise.

Weasels features six late-period Mothers live numbers (A1, A3–A5, B5, B6), including two from their October 1968 show at London’s Royal Albert Hall.

The album also contains four 1968–69 Mothers studio leftovers (B1–B4), including two Uncle Meat outtakes and one of their final recordings, “My Guitar Wants to Kill Your Mama,” a longer version of their September 1969 single “My Guitar.”

Frank Zappa plays all lead guitar, backed by singer Ray Collins, bassist Roy Estrada, drummer Jimmy Carl Black, saxophonists Bunk Gardner (tenor), Ian Underwood (alto), and Motorhead Sherwood (baritone, snorks), and organist Don Preston, who also plays RMI Electra Piano and makes electronic effects.

Side A contains a Little Richard cover (“Directly from My Heart to You”) recorded during the Hot Rats sessions with Underwood, drummer–vibist Art Tripp (also on “MGWtKYM”), rhythm guitarist Lowell George (vocals on “Didja”), and electric violinist Don “Sugarcane” Harris (vocals on “Directly”).

A1. “Didja Get Any Onya?” (3:44) – live at the Philadelphia Arena (March 2, 1969). George sings in a German accent.
A2. “Directly from My Heart to You” (5:17) originated as an April 1956 Peacock b-side by Little Richard and the Johnny Otis Band; written by Richard (aka Richard Wayne Penniman). Zappa cut this version in July 1969 at TTG Studios, Hollywood.
A3. “Prelude to the Afternoon of a Sexually Aroused Gas Mask” (3:35) – live in London at the Royal Festival Hall (October 25, 1968). It’s an improvised piece in three sections: free-jazz instrumental; wordless vocal experiment; and a minimal passage of electric piano and “barking dog” sounds. The title spoofs Prélude à l’après-midi d’un faune (aka Prelude to the Afternoon of a Faun), an 1894 symphonic poem by French Impressionist composer Claude Debussy.
A4. “Toads of the Short Forest” (4:48) – live at Thee Image, Miami (February 7–8, 1969); overdubbed in August ’69 at Whitney Studios, Glendale .
A5. “Get a Little” (2:35) – live at Andy Warhol’s Factory warehouse, NYC (February 13, 1969).

B1. “The Eric Dolphy Memorial Barbecue” (6:53) is an instrumental from June 1969 at New York’s  A&R Studios; named in honor of the late jazz legend.
B2. “Dwarf Nebula Processional March & Dwarf Nebula” (2:12) is an instrumental from the Uncle Meat sessions (December 1967–February1968) at New York’s Apostolic Studios.
B3. “My Guitar Wants to Kill Your Mama” (3:35) dates from a February 1969 session at Criteria Studios, Miami with overdubs added in August–September at TGG Studios.
B4. “Oh No” (1:46) is another Apostolic Meat outtake. Collins sings overwrought love lyrics to the 7/8 theme from Lumpy Gravy.
B5. “The Orange County Lumber Truck” (3:18) live at the Royal Festival Hall (10/25/68). Interpolates the “Riddler’s Theme” from ABC’s Batman series.
B6. “Weasels Ripped My Flesh” (2:05) live in England at the Birmingham Town Hall (May 30, 1969). Each Mother drones in unison at maximum volume for two minutes.

In 1990, Weasels made its CD debut on Rykodisc with longer versions of “Didja Get Any Onya?” (6:51) and “Prelude to the Afternoon of a Sexually Aroused Gas Mask” (3:48), both with passages cut from the LP. The pre-edit “Didja” interpolates a live rendition of “Charles Ives,” based on an unfinished piece used by Captain Beefheart as the backing track to “The Blimp” on Trout Mask Replica.

Weasels Ripped My Flesh features cover art by Neon Park (aka Martin Muller), who appropriated a 1953 Schick razor ad with a gruesome twist inspired by Man’s Life magazine, which depicted a bloddy weisel attack on its September 1956 cover. Park did subsequent covers for Little Feat, all distinguished by their cartoon Americana imagery. In Germany, Reprise used alternate art that shows a baby metal figure oozing “blood” from under a rat trap.

Chunga’s Revenge

Frank Zappa released his third solo album, Chunga’s Revenge, on October 23, 1970, on Bizarre|Reprise.

Two tracks (“Transylvania Boogie,” “Chunga’s Revenge”) date from early 1970 sessions with Zappa’s post-Mothers band, Hot Rats, which featured organist–reedist Ian Underwood, bassist Max Bennett, and new arrival Aynsley Dunbar, a veteran of the English blues-rock scene. The earliest track (“Twenty Small Cigars”) dates from the July 1969 Hot Rats sessions with Bennett, Underwood, drummer John Guerin, and Zappa himself (on harpsichord).

The remaining tracks date from mid-1970 with a new Mothers lineup composed of Underwood, Dunbar, bassist Jeff Simmons, and jazz keyboardist George Duke, who plays organ (A2, B6), electric piano (A4, B1), and trombone (B2, B5). This lineup also featured Flo & Eddie, the comedy-pop duo of ex-Turtles Howard Kaylan and Mark Volman.

A1. “Transylvania Boogie” (5:01) guitar-based instrumental.
A2. “Road Ladies” (4:10) blues
A3. “Twenty Small Cigars” (2:17) instrumental jazz interlude, sourced from the Hot Rats sessions.
A4. “The Nancy & Mary Music” (9:27) is a live free-form improvisation culled from a July 1970 performance of “King Kong.”

B1. “Tell Me You Love Me” (2:33) The guitar theme reappears on the two subsequent albums (in “Daddy, Daddy, Daddy” and “Bwana Dick,” respectively). 
B2. “Would You Go All the Way?” (2:29)
B3. “Chunga’s Revenge” (6:15) improvised instrumental.
B4. “The Clap” (1:23) percussion instrumental.
B5. “Rudy Wants to Buy Yez a Drink” (2:44)
B6. “Sharleena” (4:04)

Sessions spanned thirteen months (July 1969 – August 1970) at four studios: Record Plant (Hollywood), Trident (London), T.T.G. (Hollywood), and Whitney (Glendale). Zappa soundman Dick Kunc engineered the California sessions in sequence with 1970 albums by Tim Buckley, Spanky & Out Gang, and the World Pacific Jazz release King Kong: Jean-Luc Ponty Plays the Music of Frank Zappa, a project that Zappa arranged for the Hot Rats violinist with contributions by Duke, Guerin, and Underwood.

Budding soundman Roy Thomas Baker engineered the Trident sessions amid work on concurrent UK albums by Free (Fire and Water), Freedom, Ginger Baker’s Air Force, Brian Davison’s Every Which Way, T. Rex, The Fox, and the debuts of Egg and Gentle Giant.

Chunga’s Revenge appeared in a red-framed gatefold with a yawning Zappa cover pic by Phil Franks, whose photography also appears on 1970–71 albums by Daevid Allen, Gong, The Incredible String Band, Quiver, and Yes (The Yes Album). The back-cover features yellow-tinted photos by John Williams, whose visual credits include recent titles by Blodwyn Pig and Jethro Tull (Stand Up). Cal Schenkel created the inner-gate illustration: cartoon depiction of a trailer park with a remote-controlled robot that cleans each unit with a vacuum snout.

Chunga’s Revenge reached No. 3 in the Netherlands, No. 24 in Australia, and No. 43 on the UK Albums Chart.

Bizarre tapped “Sharleena” for release as a single with the Hot Rats outtake “Bognor Regis,” which remained vaulted for fifty years apart from a leaked acetate.

In 2023, Zappa Record/Ume issued Funky Nothingness, an archival disc of material from the Chunga’s timeframe, including the unearthed instrumental “Twinkle Tits” and longer versions of “Chunga’s Revenge,” “The Clap,” and “Transylvania Boogie.”

Fillmore East – June 1971

The Mothers released their first live album, Fillmore East – June 1971, on August 2, 1971, on Bizarre|Reprise. This is Frank Zappa’s twelfth overall album and the first of his new Mothers iteration, which featured Ian Underwood, Aysnley Dunbar, keyboardist Bob Harris (husband of singer–songwriter Judee Sill), Flo & Eddie and their Turtles colleague, bassist Jim Pons.

Original Mother Don Preston guests on Mini-Moog (“Lonesome Electric Turkey”) and dialogue (“The Mud Shark”).

A1. “Little House I Used to Live In” (4:58)
A2. “The Mud Shark” (5:16) concerns a 1969 tour stop in Seattle where the Mothers lodged at Edgewater Inn, a hotel along Elliott Bay where guests could fish from their hotel windows. According to the tale, hi-jinks ensued when Vanilla Fudge keyboardist Mark Stein filmed a captured mudshark in the hands of Led Zeppelin drummer John Bonham and an unidentified groupie.
A3. “What Kind of Girl Do You Think We Are?” (4:51)
A4. “Bwana Dik” (2:27)
A5. “Latex Solar Beef” (4:22)
A6. “Willie the Pimp, Part One” (2:50)

B1. “Willie the Pimp, Part Two” (1:54)
B2. “Do You Like My New Car?” (7:08)
B3. “Happy Together” (2:57)
B4. “Lonesome Electric Turkey” (2:34) encore excerpt.
B5. “Peaches en Regalia” (3:22)
B6. “Tears Began to Fall” (2:46)

Zappa and the Mothers recorded the June 5–6 Fillmore shows with Fedco Audio Labs, the East Coast’s sole operating mobile truck. Easy Action soundman Barry Keene (a late-period Spirit bassist) engineered the live recording. On the second night, John Lennon and Yoko Ono joined the Mothers on stage. The joint-portion of the show appears on Side four of Lennon’s 1972 live double-album Some Time in New York City.

Fillmore East appeared in a simple white sleeve with hand-written credits. On the bottom back cover, Zappa states “Don’t forget to register to vote.”

200 Motels

On October 4, 1971, United Artists released 200 Motels, a two-record soundtrack (86:41 duration) to Frank Zappa’s movie of the same name. The album consists of new Mothers rock tracks intermixed with symphonic pieces by the Royal Philharmonic Orchestra conducted by Elgar Howarth.

The songs follow the movie’s storyline about a Mothers tour that runs aground in Centerville, the site of drama. 200 Motels was Zappa’s third double-album and second soundtrack (technically the first, given the non-release of the Uncle Meat film).

Zappa plays bass, guitar, and drums on 200 Motels, which features most of the Chunga’s lineup — George Duke, Ian Underwood, Aynsley Dunbar, and Flo & Eddie —  plus bassist Martin Lickert, English guitar legend Big Jim Sullivan, and Underwood’s now-wife Ruth (percussion). The soundtrack also features narrator Theodore Bikel and the Classical Guitar Ensemble supervised by Australian virtuoso John Williams.

Side A includes a five-part suite (tracks A4–8) titled “This Town Is a Sealed Tuna Sandwich.” Side B contains songs about Janet and Lucy, the two groupies depicted in 200 Motels. Another suite (informally titled “I Have Seen the Pleated Gazelle”) accounts for the first five numbers on Side D.

A1. “Semi-Fraudulent/Direct-From-Hollywood Overture” (2:01)
A2. “Mystery Roach” (2:32)
A3. “Dance of the Rock & Roll Interviewers” (0:48)
A4. “This Town Is a Sealed Tuna Sandwich” (Prologue) (0:55)
A5. “Tuna Fish Promenade” (2:29)
A6. “Dance of the Just Plain Folks” (4:40)
A7. “This Town Is a Sealed Tuna Sandwich” (Reprise) (0:58)
A8. “The Sealed Tuna Bolero” (1:40)
A9. “Lonesome Cowboy Burt” (3:54)

B1. “Touring Can Make You Crazy” (2:54)
B2. “Would You Like a Snack?” (1:23) is a vocal version of the Burnt Weeny Sandwich track “Holiday in Berlin.”
B3. “Redneck Eats” (3:02) opens and closes with dialogue by Lonesome Cowboy Burt, the character of Jimmy Carl Black.
B4. “Centerville” (2:31)
B5. “She Painted up Her Face” (1:41)
B6. “Janet’s Big Dance Number” (1:18)
B7. “Half a Dozen Provocative Squats” (1:57)
B8. “Mysterioso” (0:48)
B9. “Shove It Right In” (2:32)
B10. “Lucy’s Seduction of a Bored Violinist & Postlude” (4:01)

C1. “I’m Stealing the Towels” (2:15)
C2. “Dental Hygiene Dilemma” (5:11) synchronizes to an animated segment of 200 Motels by cartoonist Charles Swenson.
C3. “Does This Kind of Life Look Interesting to You?” (2:59)
C4. “Daddy, Daddy, Daddy” (3:11)
C5. “Penis Dimension” (4:37)
C6. “What Will This Evening Bring Me This Morning” (3:29)

D1. “A Nun Suit Painted on Some Old Boxes” (1:08)
D2. “Magic Fingers” (3:53)
D3. “Motorhead’s Midnight Ranch” (1:28)
D4. “Dew on the Newts We Got” (1:09)
D5. “The Lad Searches the Night for His Newts” (0:41)
D6. “The Girl Wants to Fix Him Some Broth” (1:10)
D7. “The Girl’s Dream” (0:54)
D8. “Little Green Scratchy Sweaters & Corduroy Ponce” (1:00)
D9. “Strictly Genteel (The Finale)” (11:08)

Chunga bassist Jeff Simmons left just prior to the 200 Motels project. His exit is a plot thread in the movie, which stars the new Mothers along with Ringo Starr and Who drummer Keith Moon. The movie premiered on October 29, 1971, at Doheny Plaza Theater in Hollywood. 

200 Motels reached No. 59 on the Billboard 200. Cal Schenkel designed the gatefold, which features liner notes by Patrick Pending.

Just Another Band From L.A.

The Mothers released their second live album, Just Another Band From L.A., on March 26, 1972, on Bizarre|Reprise. It contains six numbers (45:18 duration) from their August 7, 1971, show at the Venue Pauley Pavilion at UCLA, where they performed 25 numbers>, including the side-long mock opera  “Billy the Mountain.”

Just Another Band From L.A. dropped during Frank Zappa’s recovery from a December stage fall that kept him off the road for nine months. The album features the Fillmore East lineup: Don Preston, Ian Underwood, Aynsley Dunbar, Jim Pons, and Howard Kaylan and Mark Volman (aka Flo & Eddie).

A. “Billy the Mountain” (24:47) interpolates “Johnny’s Theme” (Paul Anka) and “Suite: Judy Blue Eyes.”

B1. “Call Any Vegetable” (7:22)
B2. “Eddie, Are You Kidding?” (3:10) John Seiter, Mark Volman, Howard Kaylan, Zappa
B3. “Magdalena” (6:24) Kaylan, Zappa
B4. “Dog Breath” (3:39)

Zappa conceived Just Another Band From L.A. as a double-album with additional Pauley Pavilion numbers, including “Studebaker Hoch,” “The Subcutaneous Peril,” and a lengthier “Billy the Mountain,” which exceeded 47 minutes during their October 31 Carnegie Hall show. In 2012, an edit of “The Subcutaneous Peril” (19:38) appeared on the Zappa Records comp Finer Moments.

Just Another Band marked the penultimate appearance of Underwood, an absentee on Zappa’s two 1972 studio albums.


Frank Zappa released his fourth solo album, Waka|Jawaka, on July 5, 1972, on Bizarre|Reprise. It features two extended jazz-rock instrumentals and two comedic vocal numbers. The title came from an ouija board.

Zappa recorded Waka|Jawaka and its followup with a core group comprised of Ansley Dunbar and three new sidemen: slide guitarist Tony Duran; jazz trumpeter Sal Marquez (a Buddy Rich|Woody Herman backer); and bassist ‘Erroneous’ (aka Alex Dmochowski, a Black Sabbath auxiliary and member of Dunbar’s Retaliation).

Select tracks feature pedal-steel guitarist Sneaky Pete Kleinow, tenor saxist Joel Peskin, reedist Mike Altschul, and veteran jazz trumpeters Billy Byers and Ken Shroyer. Recent sidemen George Duke and Don Preston make return appearances. Former Mother Jeff Simmons reappears on “It Just Might Be a One-Shot Deal.”

A. “Big Swifty” (17:22)

B1. “Your Mouth” (3:12) Peskin
B2. “It Just Might Be a One-Shot Deal” (4:16) Kleinow, Simmons (Hawaiian guitar), Dunbar (washboard), Janet Ferguson (vocals)
B3. “Waka/Jawaka” (11:18) is an instrumental jazz-rock allegro (144 bpm). It features a principle brass fanfare (in A major) with fluttering winds; followed by solo spots of trumpet, synthesizer, clarinet, guitar, and fuzz bass (across multiple key changes). Preston wrestles the mid-section with oozing, sputtering Minimoog. “Waka” also spotlights Byers, Shroyer, Erroneous (fuzz), Marquez (chimes, flugelhorn), and Altschul (baritone sax, piccolo).

Sessions occurred in the spring of 1972 in two increments (April 17–21 and May 5) at Paramount Studios in Los Angeles.

Waka|Jawaka appeared in a single sleeve with a cover illustration by Marvin Mattelson, whose artwork depicts a sink with the faucent knobs labelled “HOT” and “RATS,” a reference to this album’s musical continuity with Hot Rats. Photographer Philip Schwartz (Birtha, Frantic) took the back-cover Zappa pic: a frangible image of the musician (then in recovery).

Altschul also played on 1971–72 albums by Carole King (Music, Fantasy) and Jerry Peters (Blueprint For Discovery).

Marquez played on contemporary albums by Charles Wright and La Mont Johnson (Sun, Moon and Stars).

Sneaky Pete appeared on concurrent albums by Joni Mitchell (Blue), Shawn Phillips, and Lowell George’s Little Feat.

Shroyer (a sessionist on Essra Mohawk’s 1970 album Primordial Lovers) appeared on subsequent albums by Milt Jackson and Willie Hutch.

Duran joined Ruben & The Jets, a rock–boogie outfit named after the 1968 Mothers album.

The Grand Wazoo

The Mothers released their eleventh album, The Grand Wazoo, on November 27, 1972, on Bizarre|Reprise. Side A contains two avant-garde semi-vocal pieces, both recorded by nineteen-piece big bands. Side B features two jazz-rock instrumentals and the short, playful “Cletus Awreetus-Awrightus.”

The Grand Wazoo is Frank Zappa’s second of two albums made during his wheelchair-bound recovery from the December 1971 stage fall. Sessions ran concurrent with those for Waka|Jawaka and feature the same musicians, including Mike Altschul, Aynsley Dunbar, Tony Duran, Erroneous, and Sal Marquez.

Select numbers retain Don Preston (Side A), George Duke (Side B), Ken Shroyer (A1–B1) and Joel Peskin (B2, B3). The two big band numbers feature five additional woodwind players, including Tony “Bat Man” Ortega.

A1. “For Calvin (And His Next Two Hitch-Hikers)” (6:05)
A2. “The Grand Wazoo” (13:18)

B1. “Cletus Awreetus-Awrightus” (2:57)
B2. “Eat That Question” (6:42)
B3. “Blessed Relief” (8:00)

Zappa recorded The Grand Wazoo in tandem with Waka|Jawaka in April–May 1972 at Paramount Studios, a four-year old Hollywood facility also used for 1972 albums by Heavy Cruiser, Thomas & Richard Frost, and the Velvert Turner Group.

Cal Schenkel illustrated the gatefold cover, which depicts the Mothers as a Roman military big band that charges an opposing force (folk musicians) with music. The inner-gate features liner notes about “Cletus Awreetus-Awrightus.”

Over-Nite Sensation

The Mothers released their twelfth album, Over-Nite Sensation, on September 7, 1973, on DiscReet. It features seven comedic vocal numbers with avant-garde jazz-funk arrangements.

Frank Zappa recorded Over-Nite Sensation with recent trumpeter Sal Marquez and three new sidemen: drummer Ralph Humphrey (a Don Ellis backer), trombonist Bruce Fowler, and his bassist brother Tom Fowler (a late-period It’s a Beautiful Day member).

Hot Rats sessionist Jean-Luc Ponty reappears with George Duke, who plays on every track. Ian Underwood plays sax, flute, and clarinet alongside his wife, Ruth, on marimba and vibraphone.

Zappa sings lead on everything apart from “Fifty-Fifty” and “Zomby Woof,” which feature caterwauling by soul singer Ricky Lancelotti. Five tracks (“I’m the Slime,” “Dirty Love,” all of Side B) feature uncredited backing by Tina Turner and the Ikettes. Veteran country singer Kin Vassy decoys Zappa on three numbers.

A1. “Camarillo Brillo” (4:01)
A2. “I’m the Slime” (3:35)
A3. “Dirty Love” (3:00)
A4. “Fifty-Fifty” (6:08)

B1. “Zomby Woof” (5:11)
B2. “Dinah-Moe Humm” (6:05)
B3. “Montana” (6:37)

Sessions spanned March 19 to June 1, 1973, Bolic Sound (Inglewood) and Whitney Studios (Glendale). Over-Nite Sensation lists four engineers: Fred Borkgren (Goldenrod, Mars Bonfire), Steve Desper (Beach Boys, Spring), Terry Dunavan (CK Strong, Audience), and Fillmore East soundman Barry Keene. Zappa secured Tina and the Ikettes after prodding Ike Turner, who insisted they go unlisted.

Over-Nite Sensation appeared in a gatefold illustrated by 200 Motels cover artist David McMacken. The outspread depicts random junk across a counter top, where a two-headed man appears in a mirror reflection from across the room.

Zappa lifted “I’m the Slime” as a single (b/w “Montana”). Over-Nite Sensation reached No. 15 in Norway and No. 32 on the Billboard 200.

Apostrophe (‘)

Frank Zappa released his sixth solo album, Apostrophe (‘), on March 22, 1974, on DiscReet. This was his eighteenth overall release. It opens with “Don’t Eat the Yellow Snow,” his first entry on the Billboard Hot 100.

Side A dates from the Over-Nite Sensation sessions with the same players: Duke, Ponty, Marquez, Humphrey, the Underwoods, the Fowler brothers, and the uncredited Ikettes. Duke sideman Napoleon Murphy Brock contributes sax and backing vocals. The five songs range from comedic blues-rock (“Nanook Rubs It,” “Cosmik Debris”) to zany prototypes of zolo (“St. Alfonzo’s Pancake Breakfast”).

Side B contains one overdubbed Hot Rats outtake (“Excentrifugal Forz”) and two leftovers from the 1972 WakaWazoo sessions with Duke (co-writer of “Uncle Remus”), Dunbar, Duran, Erroneous, and “Sugarcane” Harris. The title instrumental comes from a November ’72 jam with Mothers tour drummer Jim Gordon (Delaney & Bonnie, Derek & the Dominoes), who invited his friend, Jack Bruce.

A1. “Don’t Eat the Yellow Snow” (2:07)
A2. “Nanook Rubs It” (4:38)
A3. “St. Alfonzo’s Pancake Breakfast” (1:50)
A4. “Father O’Blivion” (2:18)
A5. “Cosmik Debris” (4:14)

B1. “Excentrifugal Forz” (1:33)
B2. “Apostrophe'” (5:50)
B3. “Uncle Remus” (2:44)
B4. “Stink-Foot” (6:33)

Sessions occurred between April–May 1972 at Paramount Studios (Side B) and March–June 1973 (Side A), apart from the 1969 rhythmic track on “Excentrifugal Forz.” Apostrophe marked Ian Underwood’s final Mothers appearance. Bruce denied his involvement apart from an unrecognizable cello bit, though Zappa insisted that the ex-Cream bassist did, in fact, play the “Apostrophe” bass track.

Zappa dented the Hot 100 (at No. 86) with “Don’t Eat the Yellow Snow” (b/w “Cosmik Debris”). Apostrophe reached No. 10 on the Billboard 200.

Roxy & Elsewhere

On September 10, 1974, Frank Zappa and the Mothers released Roxy & Elsewhere, a live double-album (70:17 duration) sourced from five recent concerts.

Roxy & Elsewhere contains six numbers from their December 8–10, 1973, shows at the Los Angeles Roxy, including “Be-Bop Tango,” which consumes Side D. “Penguin in Bondage” combines two Roxy performances with a third rendition from May 11, 1974, at Chicago’s Auditorium Theater, a source of “Son of Orange County,” also performed on May 8 at Edinboro State College, Pennsylvania, along with “More Trouble Every Day.”

The Roxy numbers feature George Duke, Ruth Underwood, Ralph Humphrey, Napoleon Murphy Brock, the Fowler brothers and their Air Pocket bandmate, drummer Chester Thompson. On the May ’74 numbers, a similar lineup (sans Underwood and Brock) perform with Don Preston, Jeff Simmons, and a third brother, trumpeter Walter Fowler.

A1. “Penguin in Bondage” (6:48)
A2. “Pygmy Twylyte” (2:13)
A3. “Dummy Up” (6:02) Brock, Simmons, and Zappa

B1. “Village of the Sun” (4:17)
B2. “Echidna’s Arf (of You)” (3:52)
B3. “Don’t You Ever Wash That Thing?” (9:40)

C1. “Cheepnis” (6:33) comes from the 12|10 Roxy show with Bolic Sound Studio overdubs. Two Ikettes (Debbie and Lynn) and two members of Ruben & the Jets (Froggy and Ruben) provide backing vocals.
C2. “Son of Orange County” (5:53)
C3. “More Trouble Every Day” (6:00)

D. “Be-Bop Tango (Of the Old Jazzmen’s Church)” (16:41)

Roxy & Elsewhere appeared in a gatefold with dim-lit performance photographs by Sherwin Tilton, who directed a short film, Owen, starring Five Easy Pieces actress Karen Black.

Roxy & Elsewhere reached No. 27 on the Billboard 200. In 2015, Roxy: The Movie appeared as a 116-minute DVD and Blu-ray with footage of eighteen numbers from the December 8–10, 1973, shows.

One Size Fits All

Frank Zappa and the Mothers of Invention released their fourteenth album, One Size Fits All, on June 25, 1975, on DiscReet.

One Size Fits All contains eight studio cuts, including vocal and instrumental versions of “Sofa,” a live number from Flo & Eddie’s tenure. “Inca Roads” was recorded live in-studio on August 27, 1974, at KCET TV studios Los Angeles with an imported guitar solo from the Mothers’ September 22 Helsinki concert.

Zappa alternates lead vocals with keyboardist George Duke (“Inca Roads,” “Andy,” “Sofa No. 2”) and reedist Napoleon Murphy Brock (“Florentine Pogen,” “Andy”). Bassist Tom Fowler and drummer Chester Thompson anchor the band with marimba–vibist Ruth Underwood. Select tracks feature bassist James “Bird Legs” Youman (“Can’t Afford No Shoes”) and Johnny “Guitar” Watson (“fambe” on “San Ber’dino” and “Andy”). Captain Beefheart plays harmonica on “San Ber’dino” under the pseudonym ‘Bloodshot Rollin’ Red.’

.A1. “Inca Roads” (8:45)
A2. “Can’t Afford No Shoes” (2:38)
A3. “Sofa No. 1” (2:39)
A4. “Po-Jama People” (7:39)

B1. “Florentine Pogen” (5:27)
B2. “Evelyn, A Modified Dog” (1:04)
B3. “San Ber’dino” (5:57)
B4. “Andy” (6:04)
B5. “Sofa No. 2” (2:42)

Primary sessions occurred in April 1975 at LA’s Paramount and Record Plant facilities. Earlier work took place in December 1974 at the Caribou Ranch, a Colorado farm studio built by Chicago manager James William Guercio. One Size Fits All was engineered by Record Plant’s Mike D. Stone (America, Buddy Miles Express, Captain Beyond, Mama Lion, Rupert Holmes) and Paramount’s Kerry McNabb, a soundman on 1973–75 albums by Ballin’ Jack, Bobby Womack, Heavy Cruiser, Weather Report, and George Duke’s solo output (Feel, The Aura Will Prevail).

Warner illustrator Lynn Lascaro created the One Size gatefold art, which shows assorted furnishings afloat in outer space. The back cover has floating creatures (infrared) within a chart of the Ursala Major.

One Size Fits All reached No. 26 on the Billboard 200.

Bongo Fury

On October 2, 1975, DiscReet released Bongo Fury, a collaborative album by Frank Zappa and the Mothers with Captain Beefheart.

Two tracks (“Cucamonga,” “Muffin Man”) are outtakes from the One Size Fits All studio sessions. Zappa extracted “200 Years Old” from an April 1975 acetate. The remaining tracks date from May 20–21 shows at Armadillo World Headquarters, a concert hall and beer garden in Austin, Texas.

Bong Fury features keyboardist George Duke, saxophonist Napoleon Murphy Brock, and brothers Bruce (trombone) and Tom Fowler (bass), whose Air Trip bandmate Chester Thompson drums on “200 Years Old” and “Cucamonga.” Duke and Murphy share lead vocals on “Carolina Hard-Core Ecstasy” and “Advance Romance.” Robert “Froggy” Camarena makes an uncredited cameo on “Debra Kadabra.”

Zappa onboards two new Mothers: slide guitarist Denny Walley (ex-Geronimo Black) and drummer Terry Bozzio (a Luis Gasca backer also credited with “moisture”).

Beefheart plays harp, soprano sax, and “shopping bags.” He authored two spoken-word jams (“Sam with the Showing Scalp Flat Top” and “Man with the Woman Head’) and sings lead on all but three cuts (A2, B1, B2). 

A1. “Debra Kadabra” (3:54)
A2. “Carolina Hard-Core Ecstasy” (5:59)
A3. “Sam with the Showing Scalp Flat Top” (2:51)
A4. “Poofter’s Froth Wyoming Plans Ahead” (3:03)
A5. “200 Years Old” (4:32)

B1. “Cucamonga” (2:24)
B2. “Advance Romance” (11:17)
B3. “Man with the Woman Head” (1:28)
B4. “Muffin Man” (5:34)

Zappa produced the studio sessions in January 1975 at LA’s Record Plant. They recorded “200 Years Old” and two additional songs (“Regyptian Strut” and “Revised Music for Guitar and Low-Budget Orchestra”) in April at Burbank’s Kendun Recorders for a one-sided acetate. (“Revised” surfaced on his 1978 album Studio Tan). The pre-edit “200 Years Old” exceeds eight minutes.

Bong Fury lists five engineers, including One Size Fits All soundmen Mike Stone and Kerry McNabb, plus Frank Hubach, a onetime keyboardist (Gandalf) who also worked on 1974–75 albums by Deodato, Hubert Laws, Lou Reed, and Lynyrd Skynyrd.

Zoot Allures

Frank Zapp released his 22nd album, Zoot Allures, on October 20, 1976, on Warner Brothers.

Zoot Allures features six recent studio tracks, one live number (“Black Napkins”) and two unearthed songs (“Friendly Little Finger,” “Wonderful Wino”) recorded in 1973 with the Over-Nite Sensation brass (Bruce Fowler, Ian Underwood, Sal Marquez) and mallet-synthesist Ruth Underwood, who also plays on “Ms. Pinky” and the title track, a parody of the French phrase zut alors (“dammit”) with jazz bassist Dave Parlato and classical harpist Lu Ann Neil.

“Black Napkins” dates from a February 3, 1976, show in Osaka, Japan, with High Voltage singer–organist Andre Lewis, earlier Mothers bassist–singer Roy Estrada (later credited with “drone bass” on “Friendly Little Finger”), and recent Mothers Terry Bozzio (drums) and Napoleon Murphy Brock (vocals).

Zappa plays guitar, bass, keyboards, and synthesizer on the Zoot Allures studio tracks, which feature Bozzio on drums and Estrada and Lewis on backing vocals. Captain Beefheart (credited as “Donnie Vliet”) plays harmonica on “Ms. Pinky” and “Find Her Finer.”

A1. “Wind Up Workin’ in a Gas Station” (2:35)
A2. “Black Napkins” (4:18)
A3. “The Torture Never Stops” (9:52)
A4. “Ms. Pinky” (3:49)

B1. “Find Her Finer” (4:22)
B2. “Friendly Little Finger” (4:19) is an early example of Zappa’s xenochrony technique (solos from one piece imported onto the rhythm track from an unreleated piece).
B3. “Wonderful Wino” (3:41) originated on Lucille Has Messed My Mind Up, the 1970 Straight Records release by Jeff Simmons; written and produced by Zappa under the pseudonym La Marr Bruister.
B4. “Zoot Allures” (4:15)
B5. “Disco Boy” (5:28) features backing vocals by ex-GTO Miss Sparky; credited here as “Sparkie Parker.”

Frank produced the studio tracks in May–June, 1976 at LA’s Record Plant with engineer Davey Moiré who sings backing vocals on “Wind Up Workin’ in a Gas Station.” After sessions wrapped, he reconfigured his backing band with Bozzio and two new recruits: LA jazz bassist Patrick O’Hearn (Woody Shaw) and English keyboardist Eddie Jobson (Curved Air, Roxy Music). Warner photographer Gary Heery rendered the new quartet in sepia for the Zoot Allures cover, which features O’Hearn (far left) and Jobson (far right) despite their non-appearance on the recording.

Zappa conceived Zoot Allures as a double album. An early test-press included three tracks (“Sleep Dirt,” “The Ocean Is the Ultimate Solution,” “Filthy Habits”) reassigned to his 1979 album Sleep Dirt. Another intended track (“Night of the Iron Sausage”) wound up lost in the vaults.

Zoot Allures appeared on Warner due to a legal wrangle between Zappa his former manager, DiscReet co-founder Herb Cohen. The album reached No. 61 on the Billboard 200. Warner lifted two singles: “Find Her Finer” (b/w “Zoot Allures”) and “Disco Boy” (b/w “Ms. Pinky, Bird Walk”).


In May 1976, Zappa severed business ties with Herb Cohen, his longtime manager and joint owner of DiscReet Records. Zappa requested a new contract with DiscReet’s distributor, Warner Bros., which granted the deal and issued Zoot Allures. This sparked litigation from Cohen that forced Zappa back under DiscReet.

To free himself from the contract, Zappa handed Warner four albums: three comprised of mid-Seventies outtakes (Studio Tan, Sleep Dirt, and Orchestral Favorites) and the recent concert recording Zappa In New York (a two-record set). Under the agreement, Warner would pay Zappa $240,000 and release each album in the sping–summer of 1977 at six-week intervals. Warner welched on the payment and withheld the material.

Undaunted, Zappa rearranged the contents of the four albums for Läther, an intended four-LP box set. He secured a deal with Phonogram and announced its upcoming release, scheduled for Holloween 1977. Warner, which claimed ownership of the material, threatened legal action that prevented Läther‘s release.

Warner proceeded with 1978–79 releases of the four albums on Zappa’s DiscReet label without the artist’s consent. Meanwhile, Zappa recorded another live double-album (Sheik Yerbouti) and Joe’s Garage, a rock opera in three acts (two albums, one double). Both albums appeared on Zappa Records, a North American imprint (distributed by Phonogram) that also released Touch Me There, the 1979 second solo album by Indian violinist Shankar (recently of John McLaughlin‘s Indo-fusion group Shakti).

Zappa’s first concert film, Baby Snakes, premeired on December 21, 1979, (his 39th birthday) at Manhattan’s Victoria Theater, where it showed round-the-clock throughout its run. The 166-minute film mixes 1977 Palladium footage with claymation sequences by animator Bruce Bickford. Distributors balked at the film, which remained unavailable on home video until its 1983 Betamax release (a 90-minute edit).

Zappa in New York

On March 3, 1978, DiscReet (under Warner) released Zappa in New York, a live double-album (59:47 duration) drawn Frank’s December 26–29, 1976, shows at New York’s Palladium.

Zappa in New York contains rearranged versions of “Sofa” and “Big Leg Emma” amid eight unique numbers, including “The Purple Lagoon,” a seventeen-minute jazz-rock instrumental that spans Side D.

Zappa’s Palladium backing band featured his core band — keyboardist Eddie Jobson, bassist Patrick O’Hearn, drummer Terry Bozzio, malletist Ruth Underwood — plus guitarist–singer Ray White, Spyro Gyra malletist Dave Samuels, and a five-piece horn section comprised of baritone saxist Ronnie Cuber, Brecker Brothers Michael (tenor sax) and Randy (trumpet), and Blood Sweat & Tears alumni Tom Malone (trombone) and Lou Marini (alto sax).

Malone and Marini played in the Saturday Night Live band. SNL announcer Don Pardo narrated three Paladium numbers: “The Illinois Enema Bandit” and two songs omitted from the 1978 album, “Punky’s Whips” and the Over-Nite Sensation track “I’m the Slime.”

A1. “Titties & Beer” (5:01)
A2. “I Promise Not to Come in Your Mouth” (3:50)
A3. “Big Leg Emma” (2:17)
B1. “Sofa” (3:15)
B2. “Manx Needs Women” (1:40)
B3. “The Black Page Drum Solo/Black Page #1” (4:06)
B4. “Black Page #2” (5:25)
C1. “Honey, Don’t You Want a Man Like Me?” (4:15)
C2. “The Illinois Enema Bandit” (12:31)
D. “The Purple Lagoon” (16:57)

Warner originally slated Zappa in New York as a June–July 1977 DiscReet release with a longer “Titties & Beer” (5:22) and an eleventh track, “Punky’s Whips.” The latter song and the former passage (censored from the March 1978 release) contain back-handed references to Punky Meadows, the guitarist of Casablanca glam-pomp rockers Angel.

“Punky’s Whips” (10:51)

Zappa overdubbed the Paladium material in the spring of 1977 with Ruth and fellow percussionists John Bergamo and Ed Mann. However, he vetoed Warner’s planned summer release. He first designated seven Paladium tracks (A1, A2, A3, B3, D, “Punky’s Whips”) for his cancelled 1977 set Läther. The ten-track 1978 release occurred without his knowledge. 

Studio Tan

On September 15, 1978, DiscReet (under Warner) released Studio Tan, comprised of four unreleased pieces from the 1969–75 timeframe.

Side A consists of “Greggery Peccary,” a 21-minute orchestral jazz-rock opus conceived during the 1972 WakaWazoo sessions and completed circa One Size Fits All along with “REDUNZL,” a Caribou Ranch outtake. Studio Tan also contains a Hot Rats leftover (“Let Me Take You to the Beach”) and one track (“Revised Music for Guitar”) from the January 1975 acetate that preceded Bongo Fury.

Zappa’s core mid-Seventies backers — keyboardist George Duke, drummer Chester Thompson, malletist Ruth Underwood — feature throughout apart from “Let Me Take You to the Beach,” a July 1969 TTG recording with bassist Max Bennett and drummer Paul Humphrey. “Gregory Peccary” and “Revised Music for Guitar” feature the Abnuceals Emuukha Electric Symphony Orchestra, a twenty-plus emsemble that included reedist Mike Altschul, percussionist Emil Richards, and the Fowler brothers.

A. “Greggery Peccary” (aka “The Adventures of Greggery Peccary” – 21:12)
B1. “Let Me Take You to the Beach” (2:44) features 1976 overdubs by singer Dave Moire, keyboardist Eddie Jobson, and Grand Funk Railroad percussionist Don Brewer.
B2. “Revised Music for Guitar & Low-Budget Orchestra” (7:36)
B3. “REDUNZL” (aka “RDNZL” – 8:12) features bassist James “Birdlegs” Youmans.

Studio Tan appeared in a single sleeve with artwork by cartoonist Gary Panter, whose illustration depicts a straining new wave bodybuilder (front) and a pouting mouse beside a crumpled soda can and a near-empty pizza box.

Zappa, who didn’t authorize this release, originally slated all four tracks for Läther with added vocal and musical interludes. He later remixed “Greggery Peccary” for the 1991 Studio Tan CD release on Barking Pumpkin.

Sleep Dirt

On January 19, 1979, DiscReet (under Warner) released Sleep Dirt, an album of jazz-rock instrumentals recorded during the One Size Fits All and Zoot Allures sessions.

Five tracks (A2–B2) date from a three-week stint (December 5–26, 1974) at the Caribou Ranch in Nederland, Colorado, where Zappa used the core One Size lineup: George Duke, Chester Thompson, Ruth Underwood, and (on “Regyptian Strut”) bassist James “Birdlegs” Youmans and brass arranger Bruce Fowler.

Zappa added overdubs in May–June 1976 at LA’s Record Plant with Terry Bozzio and Patrick O’Hearn. The album’s two longest tracks — “The Ocean Is the Ultimate Solution” and “Filthy Habits” (with bassist Dave Parlato) — date from the spring ’76 sessions.

In 1982, Zappa arranged vocal overdubs on “Flambay,” “Spider of Destiny,” and “Time Is Money” — all sung with intentional overwrought soul-jazz delivery by Thana Harris (wife of autumn 1980 Zappa keyboardist Bob Harris) in the character “Drakma: Queen of Cosmic Greed.” Her vocals appear on most Sleep Dirt CD reissues.

A1. “Filthy Habits” (7:33)
A2. “Flambay” (5:02)
A3. “Spider of Destiny” (2:54)
A4. “Regyptian Strut” (4:15)
B1. “Time Is Money” (2:52)
B2. “Sleep Dirt” (3:20)
B3. “The Ocean Is the Ultimate Solution” (13:20)

Zappa’s intended title for the album was Hot Rats III, a thematic link with the 1969 album and its 1972 follow-through Waka|Jawaka (oft-called “Hot Rats II” due to its cover). He conceived several Sleep Dirt numbers in the WakaWazoo timeframe as part of an unrealized musical titled Hunchfoot.

Sleep Dirt was the first of four Zappa-related albums in 1979 and the third successive title without his blessing. Between the broken Zappa|Warner agreement and this album’s appearance, Frank designated five cuts (excepting B1 and B2) for the blocked Läther box.

DiscReet issued Sleep Dirt in a single sleeve (sans credits) with another cover by Gary Panter, whose illustration depicts a blue|green bedroom inhabited by Hedorah, the smog monster from the 1971 Japanese kaiju film Godzilla vs. Hedorah.

In 1983, Zappa enlisted drummer Chad Wackerman for new rhythm tracks on “Flambay,” “Spider of Destiny,” and “Regyptian Strut.” Most reissues contain the Harris and Wackerman overdubs. In 2012, Universal Music reissued the original instrumental mix on CD.

Sheik Yerbouti

On March 3, 1979, Frank Zappa released Sheik Yerbouti, a live double-album (74:03 duration) of unique material drawn from his 1977–78 shows at the Palladium and London’s Hammersmith Odeon. It spawned two singles: “Dancin’ Fool” and the European hit “Bobby Brown.” The title is a mock-Arabic play on the recent disco title “Shake Your Bootie.”

Eight numbers (A1–4, B5, C1–3) come from Zappa’s January 25–27, 1978, Hammersmith Odeon shows. “Dancin’ Fool” and “Wild Love” come from a February 28 show at the same venue. “Jones Crusher” and “Jewish Princess” come from an earlier show (October 30, 1977) at New York’s Palladium.

“Rat Tomago” and “The Sheik Yerbouti Tango” are guitar solos extracted from longer pieces performed on February 15 at Berlin’s Deutschlandhalle. Sheik Yerbouti concludes with “Yo’ Mama,” a 12-minute number pieced together from all three concert events.

Zappa’s 1977–78 backing band featured his ongoing rhythm section of Patrick O’Hearn and Terry Bozzio; joined by Austrian keyboardist Peter Wolf (ex-Gipsy Love) and a then-unknown Adrian Belew, an avant-garde guitarist who Zappa discovered at Fanny’s Bar in Nashville with the covers band Sweetheart. CalArts malletist Ed Mann (an overdubber on Zappa In New York) joined along with his longtime collaborator, Hartt College of Music keyboardist Tommy Mars. Zoot Allures engineer Davey Moiré sings the Side B interludes.

A1. “I Have Been In You” (3:33) is a titular spoof on Peter Frampton‘s 1977 ballad “I’m In You.”
A2. “Flakes” (6:41)
A3. “Broken Hearts Are for Assholes” (3:46)
A4. “I’m So Cute” (4:20)
B1. “Jones Crusher” (2:49)
B2. “What Ever Happened to All the Fun in the World” (0:33)
B3. “Rat Tomago” (5:15) is a guitar solo culled from a live rendition of the Zoot Allures track “The Torture Never Stops.”
B4. “We Gotta Get Into Something Real” (0:32)
B5. “Bobby Brown” (2:43)
B6. “Rubber Shirt” (2:58) utilizes Zappa’s xenochrony technique with a Bozzio drum track combined with an unreleated O’Hearn bass track.
B7. “The Sheik Yerbouti Tango” (2:44) is a guitar solo culled from the Deutschlandhalle performance of the Burnt Weeny Sandwich track “Little House I Used to Live In.”
C1. “Baby Snakes” (1:50)
C2. “Tryin’ to Grow a Chin” (3:32)
C3. “City of Tiny Lites” (5:30)
C4. “Dancin’ Fool” (3:43)
C5. “Jewish Princess” (3:16)
D1. “Wild Love” (4:10)
D2. “Yo’ Mama” (12:38)

Zappa summoned Bozzio and O’Hearn for studio overdubs engineered by Joe Chiccarelli, an emerging soundman who also worked on 1978–78 albums by Stephen Bishop and Stranglers frontman Hugh Cornwall, who collaborated with Magic Band drummer Robert Williams on the UA release Nosferatu. In October 1978, Zappa announced the upcoming live set under the working title Martian Love Secrets.

Photographer Lynn Goldsmith photographed the front- and back-gate (smoking) pics of Zappa in an Arab headscarf. The inner-gate shows Frank’s hand at the recording console with a pack of Winston cigarrettes. Goldsmith’s photography also appears on 1979–80 albums by the B-52’s (Wild Planet) and Tom Petty & the Heartbreakers (Damn the Torpedoes).

Sheik Yerbouti was the inaugural release on Zappa Records (US and Canada). Abroad, the album appeared on CBS International. Zappa lifted two singles: “Dancin’ Fool” and “Bobby Brown (Goes Down),” both backed with “Baby Snakes.”

“Bobby Brown” went Top 5 in Austria, Switzerland, and West Germany. In Norway and Sweden, it reached No. 1. Sheik Yerbouti was a Top 10 album in the corresponing territories. Meanwhile, US radio banned “Bobby Brown” due to its sexual content. Despite this, Sheik Yerbouti reached No. 21 on the Billboard 200 and became Zappa’s biggest ever US seller.

In the UK, a claymation clip of “City of Tiny Lites” (culled from Baby Snakes) aired on the BBC music program The Old Grey Whistle Test.

Soon after sessions wrapped, Bozzio re-teamed with Zappa’s 1976 touring keyboardist Eddie Jobson in the second iteration of UK, which made the 1979 album Danger Money as a trio with ex-King Crimson singer–bassist John Wetton.

Orchestral Favorites

On May 4, 1979, DiscReet (under Warner) released Orchestral Favorites, a document of Frank Zappa’s 1975 UCLA concerts with the 37-piece Abnuceals Emuukha Electric Symphony Orchestra conducted by Michael Zearott.

The album features five avant-garde classical compositions, including rearrangements of pieces from Absolutely Free (“Duke of Prunes”) and 200 Motels (“Strictly Genteel”).

The ULCA concerts occurred on September 17 and 18, 1975, before a live audience at UCLA’s Royce Hall. The orchestra included Mothers past (Ian Underwood) and present (Bruce Fowler, Terry Bozzio).

A1. “Strictly Genteel” (7:04)
A2. “Pedro’s Dowry” (7:42)
A3. “Naval Aviation in Art” (1:20)
B1. “Duke of Prunes” (4:20)
B2. “Bogus Pomp” (13:29)

Zappa funded the Royce Hall orchestral production himself at a purported cost of $200,000. In April 1976, he cut an acetate of the album titled Six Things, which contained two-thirds of the Kendun acetate: “Re-Gyptian Strut” and “Music For Guitar & Low Budget Orch” (released on Studio Tan).

Orchestral Favorites appeared in a single sleeve with a third cover by Gary Panter, whose art depicts a Picasso-esque Zappa (Cubist multi-perspective) with keyboard teeth and a guitar-neck nose.

As with the three prior DiscReet titles, Zappa didn’t authorize Orchestral Favorites but did earmark three tracks — “Pedro’s Dowry,” “Naval Aviation in Art,” and “Duke of Prunes” (titled “The Duke of Orchestral Prunes”) — for the shelved Läther box set.

In 2019, Zappa Records issued Orchestral Favorites (40th Anniversary), a three-CD box the original album (disc 1) and the second Royce Hall performance in its entirety (twenty numbers, spread across discs 2 and 3).

Joe’s Garage

Frank Zappa’s 28th album project, Joe’s Garage, appeared in late 1979 in two installments: Act I (released September 17, 1979) and the two-record Acts II & III (November 19). The three records (115:14 total duration) later formed a double CD.

Joe’s Garage is narrated by the Central Scrutinizer, a government employee who tells the cautionary tale of Joe, an aspiring teen rock singer who fronts a garage band. After their breakup, he partakes in church activities and falls for Mary, a straight-laced girl who flees town with another rock band. Depressed, Joe has a fling with a fast food employee named Lucy, who gives him gonorrhea. Joe then gives his money to a religious cult (First Church of Appliantology) whose leader (L. Ron Hoover) convinces Joe that he’s an appliance fetishist. Joe attempts sex with a self-identified “roto-plooker” and accidentially kills it. After a lengthy imprisonment, he’s freed into a world where music has since been criminalized. He sinks into a depressive, vegatative state and eventually accepts work in a muffin factory.

From the point of view of the Central Scrutinizer, Joe’s saga embodies the slippery slope from rock music and lust to vice, crime, despair, and insanity. Joe’s Garage lampoons organized religion, cults (Scientology in particular), censorship, and authoritarianism. Zappa states in the liner notes: “If the plot of the story seems just a little bit preposterous… just be glad you don’t live in one of the cheerful little countries where, at this very moment, music is either severely restricted or, as it is in Iran, totally illegal.”

Zappa recorded Joe’s Garage with three Sheik Yerbouti sidemen — malletist Ed Mann and keyboardists Peter Wolf and Tommy Mars — and four new recruits: singer Ike Willis, drummer Vinnie Colaiuta, Texas-born bassist Aurthur Burrow (who moved to LA with the expressed goal of landing a gig with Zappa), and Brooklyn-raised guitarist Warren Cuccurullo (a ‘Zappaholic’ who studied the catalog note-for-note and traveled to every Zappa show within 500 miles of New York).

Joe’s Garage also features Bongo Fury slide guitarist Denny Walley and two cuts (“Outside Now,” “He Used to Cut the Grass”) with recent Zappa bassist Patrick O’Hearn. Act I features harpist Craig Steward and three horn players, including Abnuceals Emuukha saxist Earl Dumler. 

The album’s cast of characters are voiced by Willis (as Joe), Walley (Joe’s neighbor Mrs. Borg), Cuccurullo and Mann (the Roto-plooker Sy Borg), Terry Bozzio (cellmate Bald-Headed John), Terry’s wife Dale Bozzio (Mary), and Zappa himself in five roles (Central Scrutinizer, Larry, L. Ron Hoover, Father Riley, and Buddy Jones).

Act I charts Joe’s start as a rock ‘n’ roll hopeful and his detour into church work, which leads to heartbreak (Mary) and disease (Lucy).

Side A. Joe’s Exploits — “The Central Scrutinizer,” who introduces the protagonist, Joe, who reheases with a short-lived band in “Joe’s Garage.” Joe then partakes in church activities led by Father Riley and falls for one of the “Catholic Girls,” Mary. However, she departs with a band called Toad-O and acts as their “Crew Slut.”

A1. “The Central Scrutinizer” (3:27)
A2. “Joe’s Garage” (6:10)
A3. “Catholic Girls” (4:26) The sitar outro quotes the “Jewish Princess” theme from Sheik Yerbouti.
A4. “Crew Slut” (5:51)

Side B. Sex and Side Gigs — Toad-O abandons Mary in Miami, where she enters a “Wet T-Shirt Nite” and wins money for her ticket home. Meanwhile, Joe’s ex-bandmate Warren relays tales of Mary’s exploits (“Toad-O Line”). Depressed, Joe has a fling with a Jack In the Box worker named Lucille, who gives him gonorrhea (“Why Does It Hurt When I Pee?”) and stirs mixed emotions (“Lucille Has Messed My Mind Up).

B1. “Wet T-Shirt Nite” (5:26) (later retitled “Fembot in a Wet T-Shirt”)
B2. “Toad-O Line” (4:18) Zappa copy–pasted the two-part guitar solo from the Once Size Fits All track “Inca Roads.”
B3. “Why Does It Hurt When I Pee?” (2:35) concerns Joe’s venereal infection.
B4. “Lucille Has Messed My Mind Up” (7:17) is one of two songs (along with the Zoot Allures track “Wonderful Wino”) that Zappa originally wrote in 1970 (under his ‘La Marr Bruister’ pseudonym) for the title-sake album by Chunga’s Revenge bassist Jeff Simmons.

Act II chronicles Joe’s stint in the appliance-fetish underworld and subsequent imprisonment.

Side C. The Closet — Reeling from two disasterous affairs, he joins the First Church of Appliantology with his entire net worth of $50 (“A Token of My Extreme”) paid to founder L. Ron Hoover, who convinces Joe to date appliances instead of girls. Joe falls for a Roto-plooker (“Stick It Out”) but accidentally kills it with a golden shower, which causes a short circuit (“Sy Borg”).

C1. “A Token of My Extreme” (5:28) originated as “Tush Tush Tush,” a 1974 concert opener; conceived from an Apostrophe sessions improv between George Duke and Napoleon Murphy Brock.
C2. “Stick It Out” (4:33) sprung from live perfornces of the “Sofa,” a live routine from Flo & Eddie’s tenure.
C3. “Sy Borg” (8:50)

Side D. Prison — With no money to fix the appliance, Joe gets sent to prison, where he gets ‘plooked’ by Bald-headed John (“Dong Work for Yuda”). After the prison staff takes John’s lead (“Keep It Greasey”), Joe withdraws and daydreams about the music he’ll make once free (“Outside Now”).

D1. “Dong Work for Yuda” (5:03) is Zappa’s tribute to his bodygaurd, John Smothers, enacted by Terry Bozzio.
D2. “Keep It Greasey” (8:22) originated in Zappa’s 1975 live set. This version has a copy–paste guitar solo from the Yerbouti track “City of Tiny Lites.”
D3. “Outside Now” (5:52) also has a guitar solo sourced from “City of Tiny Lites.”

Act III follows Joe’s post-prison life in an anti-music society where he struggles with insanity and later finds employment at the Utility Muffin Research Kitchen.

Side E. Dystopian Society — Joe enters a world where music is now illegal. He’s taunted by the voice of his neighbor, Mrs. Borg (“He Used to Cut the Grass”), and fearfully fixates on rock journalists. In “Packard Goose,” he envisions a lecture by his ex-girlfriend, Mary.

E1. “He Used to Cut the Grass” (8:34)
E2. “Packard Goose” (11:38) takes its solo from an early 1979 performance of Zappa’s “Easy Meat” (two years before its release on his 1981 album Tinseltown Rebellion).

Side F. Imaginary Guitar Notes — Joe conjures his last round of head music (“Watermelon in Easter Hay”) before he sells his air guitar and finds work as a muffin icer. The Central Scrutinizer closes Joe’s Garage with “A Little Green Rosetta,” who leads a chorus of chaos (as proof that music leads to chaos).

F1. “Watermelon in Easter Hay” (10:00)
F2. “A Little Green Rosetta” (7:25) The tune originated earlier (with different lyrics) as a short piano–vocal piece (2:48) intended for Zappa’s blocked Läther box.

Sessions took place between March and June 1979 at Village Recorders “B” in Hollywood. Zappa wrote “Joe’s Garage” as an intended standalone single. As new instrumentals took shape, he noticed thematic continuities and wrote a large-scale story around the character. Each guitar solo (barring “Crew Slut” and “Watermelon in Easter Hay”) is xenochronous; extracted from earlier live numbers and overdubbed on new studio recordings. Cucurullo, Dale Bozzio, and multiple Village staffers sang in the Utility Muffin Research Kitchen Chorus.

Both albums feature Zappa blackface images by cover photographer Norman Seeff, who captured the artist with a grease mop (Act I) and undergoing makeup application (Acts II & III). Each package contains photo collages and liner notes (inner-gates) and lyrics (inner-sleeves). Seeff’s photography also accompanies 1979 albums by Aviary, Blondie, Fleetwood Mac, Narada Michael Walden, Patrice Rushen, The Police, Rickie Lee Jones, and Van Morrison.

Act I reached No. 27 on the Billboard 200. Acts II & III peaked at No. 53 on the same chart. A single edit of “Joe’s Garage” (4:08) reached No. 4 in Norway and No. 14 in Sweden. In 1987, Zappa issued Joe’s Garage, Acts I, II & III, a double-CD on Barking Pumpkin.


In September 1979, Frank Zappa finished construction of the Utility Muffin Research Kitchen (UMRK), a personal studio inside his 6,759-square-foot Laurel Canyon property. It’s earliest sessions yielded Missing Persons, the 1980 debut EP by the new wave band formed by Cuccurullo, O’Hearn, and the Bozzio’s. Concurrently, O’Hearn and Terry Bozzio teamed with Peter Wolf and trumpeter–keyboardist Mark Isham in the instrumental rock outfit Group 87, which cut a 1980 self-titled album on Columbia.

Zappa’s initial plan for 1980 involved Wartz & All, an intended live-triple album of new material. As the album neared its final stage, Zappa balked at its size and scope. He then focused on Crush All Boxes, a proposed studio album with ten new songs. Just as Crush reached completion, he chose instead to disperse the contents of both album across three 1981 releases: Tinsel Town Rebellion, Shut Up ‘n Play Yer Guitar, and You Are What You Is.

Tinsel Town Rebellion

On May 17, 1981, Frank Zappa released Tinsel Town Rebellion, a live double-album (70:52 duration) culled from four recent shows.

Side A contains two songs intended for the cancelled Crush All Boxes album: “Fine Girl” (the only studio track) and an overdubbed version of “Easy Meat,” a live number from the Flo & Eddie Mothers that Zappa resuscitated on the Sheik Yerbouti tour.

Tinsel Town Rebellion contains live rearrangements of songs from Freak Out! (“I Ain’t Got No Heart”), Absolutely Free (“Brown Shoes Don’t Make It”), Cruising With Ruben & the Jets (“Love of My Life”), Chunga’s Revenge (“Tell Me You Love Me”), and Hot Rats (“Peaches en Regalia,” retitled “Peaches Ⅲ”).

The eight remaining tracks are overdub-free live recordings with no studio counterparts. Six songs — “Peaches,” “Easy Meat,” “Dance Contest,” “Bamboozled By Love,” “For the Young Sophisticate,” and “I Ain’t Got No Heart” — were intended for Zappa’s triple-album Wartz & All.

“For the Young Sophisticate” and all of Side D come from Zappa’s February 1979 shows at London’s Hammersmith Odeon with the Joe’s Garage lineup: guitarist Warren Cuccurullo, bassist Arthur Barrow, drummer Vinnie Colaiuta, percussionist Ed Mann, keyboardists Tommy Mars and Peter Wolf, slide guitarist Denny Walley, and singer–guitarist Ike Willis. “Dance Contest” dates from an October 1978 Palladium show with bassist Patrick O’Hearn and guitarist Ray White.

Sides B and C cull mostly from Zappa’s December 1980 show at Berkeley Community Theater with guitarist Steve Vai, drummer David Logeman (also featured on “Fine Girl” and “Easy Meat”), and keyboardist–trumpeter Bob Harris (not the 1971-era Mothers keyboardist).

A1. “Fine Girl” (3:30)
A2. “Easy Meat” (9:17)
A3. “For the Young Sophisticate” (3:13)
B1. “Love of My Life” (2:15)
B2. “I Ain’t Got No Heart” (2:00)
B3. “Panty Rap” (4:36)
B4. “Tell Me You Love Me” (2:06)
B5. “Now You See It – Now You Don’t” (5:03)
C1. “Dance Contest” (3:01)
C2. “The Blue Light” (5:26)
C3. “Tinsel Town Rebellion” (4:36)
C4. “Pick Me, I’m Clean” (5:37)
D1. “Bamboozled By Love” (5:46)
D2. “Brown Shoes Don’t Make It” (7:14)
D3. “Peaches Ⅲ” (4:56)

Joe’s Garage soundman Joe Chiccarelli engineered Tinsel Town in sequence with 1981 albums by Juice Newton, Red Rider, and former Aerial singer Gary O.

Cal Schenkel designed the Tinsel Town Rebellion gatefold, which inserts Zappa and his band into colorized screen captures from Freaks, a 1932 pre-code horror drama by director Tod Browning.

In Europe, CBS lifted “Love of My Life” as a single (b/w “For the Young Sophisticate”). Tinsel Town Rebellion reached No. 66 on the Billboard 200.

Shut Up ‘n Play Yer Guitar

Frank Zappa collected twenty live guitar solos (106:52 duration) for a three-album series: Shut Up ‘n Play Yer Guitar, Shut Up ‘n Play Yer Guitar Some More, and Return of the Son of Shut Up ‘n Play Yer Guitar. They first appeared in May 1981 as mail-order LPs (sold seperately) by Barking Pumpkin Records. In 1982, CBS reissued the series in Europe as a triple-LP box.

You Are What You Is

Frank Zappa released his 34th album, You Are What You Is, on September 23, 1981, on Barking Pumpkin. The original double-album (71:24 duration) features three suites across four LP sides as follows: Suite I (Side A), Suite II (Side B), and Suite III (Sides C and D). This was Zappa’s fourth multi-album set in the two-and-a-half years since Sheik Yerbouti.

You Are What You Is features eight songs from Zappa’s cancelled 1980 studio album Crush All Boxes — “Doreen,” “Goblin Girl,” “Society Pages,” “I’m a Beautiful Guy,” “Beauty Knows No Pain,” “Charlie’s Enormous Mouth,” “Conehead,” and “Any Downers?” — and four from the abandoned live triple-LP Warts & All, including “Suicide Chump,” “Jumbo Go Away,” and “The Meek Shall Inherit Nothing.” Side A concludes with “Theme From the 3rd Movement of Sinister Footwear,” a track first earmarked for Warts under the title “Persona Non Grata.”

Zappa premiered the album’s material on his spring–summer 1980 tours with most of the Tinsel Town Rebellion lineup: bassist Arthur Barrow, drummer David Logeman, percussionist Ed Mann, keyboardist Tommy Mars, slide guitarist Denny Walley, and singer–guitarist Ike Willis and Ray White. You Are What You Is also features guest appearances by Yerbouti clarinetist David Ocker, Joe’s Garage harpist Craig “Twister” Stewart, and original Mothers Motorhead Sherwood (tenor sax) and Jimmy Carl Black.

Zappa’s oldest daughter (Moon Unit, 13) and youngest son (Ahmet Roden, 7) make their vocal debuts on You Are What You Is.

A1. “Teen-age Wind” (3:01)
A2. “Harder Than Your Husband” (2:29)
A3. “Doreen” (4:43)
A4. “Goblin Girl” (4:07)
A5. “Theme From the 3rd Movement of Sinister Footwear” (3:34)
B1. “Society Pages” (2:27)
B2. “I’m a Beautiful Guy” (1:56)
B3. “Beauty Knows No Pain” (3:01)
B4. “Charlie’s Enormous Mouth” (3:36)
B5. “Any Downers?” (2:09)
B6. “Conehead” (4:20)
C1. “You Are What You Is” (4:22)
C2. “Mudd Club” (3:11)
C3. “The Meek Shall Inherit Nothing” (3:10)
C4. “Dumb All Over” (5:50)
D1. “Heavenly Bank Account” (4:03)
D2. “Suicide Chump” (2:50)
D3. “Jumbo Go Away” (3:42)
D4. “If Only She Woulda” (3:47)
D5. “Drafted Again” (3:05) is a rearranged version of Zappa’s 1980 standalone single “I Don’t Wanna Get Drafted.”

Zappa recorded the main tracks at between July 18 and September 11, 1980, at the Utility Muffin Research Kitchen, where guitarist Steve Vai and keyboardist–trumpeter Bob Harris (who both joined after the spring tour) performed overdubs. Vai spent almost two weeks mastering the complexity of “Theme from the 3rd Movement of Sinister Footwear,” which baffled the Berklee alumnus.

You Are What You Is appeared in a gatefold with liner notes on the inner-gate (dated April 1, 1981) that Zappa first submitted as an article for Newsweek, which rejected the piece as “too idiosyncratic.” The inner-sleeves feature lyrics and a mail-order ad for Shut Up ‘n Play Yer Guitar.

Barking Pumpkin lifted “Goblin Girl” as a promo single, backed with the instrumental “Pink Napkins” (from SUnPYG Some More). Zappa made a video for “You Are What You Is,” one of the first clips banned from airplay on the fledgling US cable music channel MTV.

Ship Arriving Too Late to Save a Drowning Witch

Frank Zappa released his 35th album, Ship Arriving Too Late to Save a Drowning Witch, on May 3, 1982, on Barking Pumpkin.

Side A contains three studio-recorded songs, including the novelty hit “Valley Girl,” a duet with his 14-year-old daughter Moon Unit. Side B gathers unique live material from his autumn 1981 tour, including “Evelopes,” a long-unissued concert staple from the late-Sixties Mothers set.

Zappa’s live backing band featured four ongling sidemen — guitarist Steve Vai, keyboardist Tommy Mars, percussionist Ed Mann, singer and rhythm guitarist Ray White — and three new recruits: bassist Scott Thunes, drummer Chad Wackerman (both born 1960), and saxist–keyboardist Bobby Martin (b. 1948), a onetime Good God auxiliary.

On “No Not Now” and “I Come from Nowhere,” Zappa summoned earlier sidemen Arthur Barrow (bass), Roy Estrada (falsetto vocals), Ike Willis and Bob Harris (backing vocals).

A1. “No Not Now” (5:50) contains the phrase “Ebzen Sauce,” a mispronounciation of “Epsom Salt” (magnesium sulfate) made by Zappa’s bodyguard, John Smothers.
A2. “Valley Girl” (4:50) contains words that Moon added to her father’s guitar–drum jam with Wackerman; completed by Thune’s Vox-amped bass.
A3. “I Come from Nowhere” (6:13) Barrow yields to bassist Patrick O’Hearn on the guitar solo.

B1. “Drowning Witch” (12:03) quotes themes by Igor Stravinsky (The Rite of Spring) and Walter Schumann (Dragnet theme).
B2. “Envelopes” (2:46) is a 1968 Zappa composition first recorded as a 1970 Mothers demo (included on the posthumous CD box, The Mothers 1970).
B3. “Teen-Age Prostitute” (2:43) features backing vocals by Lisa Popeil of the Popeil family of food-processor inventors.

Zappa recorded the studio tracks and overdubs between September 1981 and April 1982 at his Utility Muffin Research Kitchen studio. He rescued the live material from Chalk Pie, an intended live double-album vetoed by Barking Pumpkin’s distributor.

“Drowning Witch” (which bore the full album title on international copies) contains edits from fifteen differenet live performances. Zappa used a MicMix Dynaflanger and Aphex compressors to boost the song’s bass lines. In the liner notes, he advised listers to set their “pre-amp tone controls to the flat position with the loudness control in the off position… before adding any treble or bass to the sound.”

John Vince designed the black-and-white cover, which features simple artwork by veteran illustrator Roger Price, whose line-art represents a ship on water with a witch (hat above the ocean line) going under. The two shapes (Z and cone) mimic the font used for Zappa’s name.

“Valley Girl” reached No. 12 on the Mainstream Rock chart and No. 32 on the Billboard Hot 100. Ship Arriving Too Late to Save a Drowning Witch peaked at No. 23 on the Billboard 200.

Early UK copies contained a bonus 7″ EP with three tracks from the recent Shut Up ‘n Play Yer Guitar box set: “Shut Up & Play Yer Guitar,” “Variations on the Carlos Santana Secret Chord Progression,” and “Why Johnny Can’t Read?”

The Man From Utopia

Frank Zappa released his 36th album, The Man From Utopia, on March 28, 1983, on Barking Pumpkin. It features nine originals and “The Man from Utopia Meets Mary Lou,” a comedic take on the Fifties boogie-woogie song by Donald Woods & The Vel-Aires.

Three tracks — “Mōggio,” “The Dangerous Kitchen,” “The Jazz Discharge Party Hats” — are 1980–81 live numbers first planned for Zappa’s shelved double-album Chalk Pie. The latter two songs (and “The Radio Is Broken”) feature semi-improvsed, half-spoken ‘warped’ monologues.

Most tracks feature assorted backing by Zappa’s ongoing sidemen, including bassist Arthur “Tink” Barrow, drummer Chad Wackerman, and keyboardist Tommy Mars. Roy Estrada sings “Pachuco falsettos” on “Cocaine Decisions,” an elongated track on subsequent issues. Guitarist Steve Vai plays “impossible guitar parts” on three tracks (A2, B4, B5).

A1. “Cocaine Decisions” (2:56) CD reissues feature a longer version (3:54).
A2. “The Dangerous Kitchen” (2:51) Vai (overdubbed) plays note-for-note approximations of Zappa’s vocal lines.
A3. “Tink Walks Amok” (3:40)
A4. “The Radio Is Broken” (5:52)
A5. “Mōggio” (3:05)

B1. “The Man from Utopia Meets Mary Lou” (3:19) originated as a 1955 Flip Records b-side by Donald Woods & the Vel-Aires with the Ray Johnson Combo.
B2. “Stick Together” (3:50) features unison vocals interspersed with harmonies around a cod-reggae riff of two chords (B→E).
B3. “SEX” (3:00)
B4. “The Jazz Discharge Party Hats” (4:30)
B5. “We Are Not Alone” (3:31) features mandolinist Dick Fegy and saxophonist Marty Krystall.

Zappa recorded the studio tracks and overdubs between late 1981 and October 1982 at his Utility Muffin Research Kitchen. He plays the ARP 2600 syntheizer and the Linn Drum Machine in addition to the non-Vai guitar parts.

In 1993, Barking Pumpkin remixed and resequenced The Man From Utopia for its first proper CD release. This version adds “Luigi & The Wise Guys,” a spoof doo-wop a cappella that Zappa sings with Estrada (lead), Ray White, Ike Willis (“bionic” baritone), Bob Harris (boy soprano), and Bobby Martin. The remixed live cuts (“Dangerous Kitchen,” “Jazz Discharge Party Hats”) eliminate Vinnie Colaiuta, Zappa’s 1980 tour drummer.

The Man From Utopia features cover art by Italian comics artist Tanino Liberatore, who rendered Zappa in the likeness of RanXerox, the titular character of Tanino’s flagship series. He modeled the cover pose on a July 1982 Zappa concert at the Parco Redecesio outside Milane, where mosquitos plagued the set.

CBS Netherlands lifted “The Man from Utopia Meets Mary Lou” as a single (b/w “Sex”).

Them Or Us

Frank Zappa released his 40th album, Them Or Us, on October 18, 1984, on Barking Pumpkin. It’s a live double-album (73:00 duration) sourced primarily from 1981–82 concerts with subsequent studio overdubs.

Most tracks feature Zappa’s Eighties backing mainstays — guitarist Steve Vai, keyboardist Tommy Mars, and drummer Chad Wackerman — with select input by percussionist Ed Mann and alternating bass by Arthur Barrow and Scott Thunes. He shares vocals with Ray White, Ike Willis, and Bobby Martin. Three tracks feature onetime Mother Napoleon Murphy Brock.

Zappa composed everything apart from “The Closer You Are” a doo-wop oldie) and “Whpping Post” (the Allman Brothers classic). Ahmet Roden co-wrote “Frogs with Dirty Little Lips.”

A1. “The Closer You Are” (2:55) originated as a July 1956 Whirtlin Disc a-side by Harlem doo-wop quintet The Channels; co-written by lead singer Earl Lewis and producer Morgan “Bobby” Robinson. Zappa (backed by White, Willis, and Martin) interpolates “Johnny Darling,” a 1954 Show Time a-side by LA doo-wop group The Feathers.
A2. “In France” (3:30) features Johnny “Guitar” Watson (vocals) with Martin on harmonica.
A3. “Ya Hozna” (6:26) includes backmasked vocal bits from “Sofa” and “Lonely Little Girl.”
A4. “Sharleena” (4:33) is a 1981 live version of the Chunga’s Revenge number with harmonies by Frank, Martin, and White. Dweezil plays the guitar solo, flanked by Vai on rhythm and fills.

B1. “Sinister Footwear II” (8:39) is a November 1981 performance of the Sheik Yerbouti instrumental with an inserted guitar solo from Zappa’s 6|23|82 show at the Sporthalle in Boeblingen, Germany.
B2. “Truck Driver Divorce” (8:59) is a mid-1982 live number with a guitar solo imported from a late-1981 performance of “Zoot Allures.”

C1. “Stevie’s Spanking” (5:23) is an instrumental edited from three 1981–82 live sources.
C2. “Baby, Take Your Teeth Out” (1:54) comes from a June 1982 soundcheck in Frankfurt with Willis on vocals.
C3. “Marque-son’s Chicken” (7:33) is an instrumental from an undetermined European venue with a guitar solo clipped from Zappa’s mid-1982 show at London’s Hammersmith Odeon.
C4. “Planet of My Dreams” (1:37) is an outtake from the December 1974 One Size Fits All sessions at Caribou Ranch with George Duke and Patrick O’Hearn.

D1. “Be in My Video” (3:39) Zappa lampoons cliches in music video with doo-wop backing by Willis, White, Brock, and Martin (falsetto and sax).
D2. “Them or Us” (5:23) is the guitar solo from the Zappa In New York number “Black Page,” performed by Frank on July 3 at the Stadio Communale in Bolzano, Italy, with Wackerman and Thunes (bass and Minimoog).
D3. “Frogs with Dirty Little Lips” (2:42) quotes “Sinister Footwear II.”
D4. “Whipping Post” (7:32) is a 1969 song by the Allman Brothers; written by their late guitarist, Gregg Allman, and popularized on their 1971 live double-album, At Fillmore East. Martin sings this Zappa band rendition, culled from two December 1981 performances in Southern California.

Zappa completed the studio overdubs in June 1984 at UMRK. Them or Us appeared in a gatefold with the second of three consecutive images of Patricia the Seeing Eye Dog of Houston by painter Donald Roller Wilson. The back cover shows a monochrome Zappa (long-haired) with his left hand clenched in a green mitten.

Francesco Zappa

Frank Zappa released his 41st album, Francesco Zappa, on November 21, 1984, on Barking Pumpkin. It features two works by Italian Classical composer Francesco Zappa (1717–1803), performed unaccompanied by Frank Zappa on the Synclavier II digital sampling keyboard.

Francesco Zappa was a Milan-born cellist who migrated in 1764 to the Netherlands, where he settled in The Hague and composed trios, sonatas, and symphonies. His works enjoyed a late-20th-century conservatory resurgence that intrigued David Ocker, Frank’s Synclavier programmer who suggested the project.

Frank researched Francesco in The New Grove Dictionary of Music and Musicians and accessed the composer’s sheet music at the UC Berkeley library. Despite their odd, mutual surname, the two Zappa’s share no family lineage.

Francesco Zappa (37:46 duration) features two opuses: I (six parts, eleven movements) and IV (four parts, six movements).

A1. “Opus I: No. 1 1st Movement: Andante” (3:32)
A2. “Opus I: No. 1 2nd Movement: Allegro con brio” (1:27)
A3. “Opus I: No. 2 1st Movement: Andantino” (2:14)
A4. “Opus I: No. 2 2nd Movement: Minuetto grazioso” (2:04)
A5. “Opus I: No. 3 1st Movement: Andantino” (1:52)
A6. “Opus I: No. 3 2nd Movement: Presto” (1:50)
A7. “Opus I: No. 4 1st Movement: Andante” (2:20)
A8. “Opus I: No. 4 2nd Movement: Allegro” (3:04)

B1. “Opus I: No. 5 2nd Movement: Minuetto grazioso” (2:29)
B2. “Opus I: No. 6 1st Movement: Largo” (2:08)
B3. “Opus I: No. 6 2nd Movement: Minuet” (2:03)
B4. “Opus IV: No. 1 1st Movement: Andantino” (2:47)
B5. “Opus IV: No. 1 2nd Movement: Allegro assai” (2:02)
B6. “Opus IV: No. 2 2nd Movement: Allegro assai” (1:20)
B7. “Opus IV: No. 3 1st Movement: Andante” (2:24)
B8. “Opus IV: No. 3 2nd Movement: Tempo di minuetto” (2:00)
B9. “Opus IV: No. 4 1st Movement: Minuetto” (2:10)

Frank recorded Francesco Zappa between February and April 1984 at UMRK. He performed, produced, and orchestrated the pieces under the moniker “Barking Pumpkin Digital Gratification Consort.” Ocker takes credit for Synclavier “document encryption.” Zappa soundmen Mark Pinske and Bob Stone co-engineered the album in sequence with titles by Taka Boom (Chaka Khan‘s sister) and Steve Vai (Flex-Able, his solo debut).

Francesco Zappa is Frank’s third consecutive 1984 album with a cover painting by Donald Roller Wilson, whose dog (Patricia) appears in 18th-century garb. Gabrielle Raumberger of the New Age Art graphics firm designed the back-cover collage, which places a feathered red beret on a random 1700s head subject, used here to represent Francesco’s undocumented likeness.


Frank Zappa released his 42nd album, Thing-Fish, on December 21, 1984, on Barking Pumpkin. Presented as an “original cast recording,” Thing-Fish is a comedic concept album with half-sung songs and interludes spread across six LP sides (90:58 duration). This was Zappa’s second original work conceived as a Broadway musical.

In the Thing-Fish storyline, an evil prince (who doubles as a theatre critic) formulates a disease that genetically targets negroes and homosexuals. Agents test the disease on prison inmates, who survive but mutate into Mammy Nuns: effeminate, Ebonics-speaking minstrel performers. A middle-aged couple, Harry and Rhonda, attend a Mammy show and regress to their former iterations: a feminist-repelled fauxmosexual and a blow-up sex doll.

For the music, Zappa sourced multiple backing tracks from Zoot Allures and his 1981–82 albums Tinseltown Rebellion, You Are What You Is, and Ship Arriving Too Late to Save a Drowning Witch — all rendered with fresh overdubs. He developed the plot as the music took shape, inspired by the recent vulgarity trend in Broadway theatre and its harsh reception from critics. Themes of the plot drew from camp gay culture and early 20th-century minstrel shows (as adapted by the early American radio series Amos ‘n’ Andy).

Zappa overcame distribution roadblocks with Thing-Fish, which inspired a 28-page photo sequence in Hustler magazine. He summoned past and present associates for the Thing-Fish cast: Ike Willis (Thing-Fish, the narrator), Terry Bozzio (Harry), Dale Bozzio (Rhonda), Napoleon Murphy Brock (the Evil Prince), Bob Harris (young Harry), Johnny “Guitar” Watson (Brown Moses), and Ray White (Owl-Gonkwin-Jane Cowhoon).

A1. “Prologue” (2:56)
A2. “The Mammy Nuns” (3:50) first appeared as an instrumental in Zappa’s summer ’82 setlist.
A3. “Harry & Rhonda” (3:36)
A4. “Galoot Up-Date” (5:29) is a rearrangement of the Tinseltown Rebellion track “The Blue Light.”

B1. “The ‘Torchum’ Never Stops” (10:32)
B2. “That Evil Prince” (1:17)
B3. “You Are What You Is” (4:31)

C1. “Mudd Club” (3:17)
C2. “The Meek Shall Inherit Nothing” (3:14)
C3. “Clowns on Velvet” (1:38) Zappa taped an earlier live recording with guest performer Al Di Meola, who vetoed its inclusion on Tinseltown Rebellion.
C4. “Harry-As-a-Boy” (2:51)
C5. “He’s So Gay” (2:48) features a running monologue by Brown Moses (Watson).

D1. “The Massive Improve’lence” (5:07)
D2. “Artificial Rhonda” (3:30) is a rearrangement of the Zoot Allures track “Ms. Pinky,” featuring Don Van Vliet (harmonica) and Ruth Underwood (synthesizer).
D3. “The Crab-Grass Baby” (3:48) uses monolog by original Mother Motorhead Sherwood from the 1968 second version of Lumpy Gravy.
D4. “The White Boy Troubles” (3:35)

E1. “No Not Now” (5:50)
E2. “Briefcase Boogie” (4:10)
E3. “Brown Moses” (3:02)

F1. “Wistful Wit a Fist-Full” (3:53) is a piano ballad with a soliloquy by the now-defeated Evil Prince.
F2. “Drop Dead” (7:56)
F3. “Won Ton On” (4:20)

Barking Pumpkins distributor, MCA, produced a test-press of Thing-Fish but withdrew the title due to content objections by a female staffer in their quality control department. Zappa secured a new distribution deal with EMI and its stateside affiliate Capitol, which green-lit Them Or Us and Thing-Fish.

On the inner-sleeves of both albums, Zappa described their contents as nothing that “a truly free society would… fear [or] suppress.” He joked that the lyrics would not put listeners at risk of eternal damnation “in the place where the guy with the horns and pointed stick conducts his busines.”

After the album’s release, Zappa failed to secure the needed $5 million to produce the Broadway musical version. This was his third Broadway-oriented effort after his unfinished 1972 musical Hunchfoot (since incorporated into Sleep Dirt) and his proposed adoption of Naked Lunch, a 1959 dystopian sci-fi novel by American Beat author William S. Burroughs. 

The original three-LP mix of Thing-Fish made only one brief CD appearance in 1987 on EMI (UK only). In 1995, a remixed and scalloped version appeared on Rykodisc.

Thing-Fish recieved a small-scale London stage production in 2003, ten years after Zappa’s death.


On September 19, 1985, Frank Zappa testified before the US Senate Commerce, Technology, and Transportation committee, confronting the Parents Music Resource Center (PMRC), a commitee co-founded by Tipper Gore (wife of Tennessee Senator Al Gore) and Susan Baker (wife of Treasury Secretary James Baker). The PMRC lobbied for “warning” stickers on albums with edgy or satanic content deemed unsuitable for minors.

In his prepared statement, Zappa argued that “First Amendment issues are decided with a preference for the least restrictive alternative” and that the PMRC’s proposal would infringe on “the civil liberties of people who are not children” and “keep the courts busy for years dealing with the interpretational and enforcemental problems inherent in the proposal’s design.”

The hearings inspired his autumn 1985 album, Frank Zappa Meets the Mothers of Prevention. It features prominent use of the Synclavier, which he explored further on the 1986 instrumental album Jazz from Hell, Zappa’s final release of new studio material.

Between 1985 and 1987, Zappa re-released his 1966–76 catalog on The Old Masters, a three-volume series of box sets. Box I (Freak Out! through Cruising with Ruben & the Jets) and Box II (Uncle Meat through Just Another Band from L.A.) each contain an additional LP titled Mystery Disc, comprised of unearthed material.

In January 1986, EMI (UK) released Does Humor Belong in Music?, a sixty-minute live CD culled from Zappa’s autumn 1984 tour.

Frank Zappa Meets the Mothers of Prevention

Frank Zappa released his 44th album, Frank Zappa Meets the Mothers of Prevention, on November 21, 1985, on Barking Pumpkin. The album’s title is a duo reference to the PMRC and Frank’s old band, the Mothers of Invention.

Side B features three Synclavier pieces, most notably the 12-minute “Porn Wars,” a sound collage with sampled excerpts from the PMRC committee hearing. 

Side A features three overdubbed numbers (“We’re Turning Again,” “Yo Cats,” “What’s New in Baltimore?”) sourced from Zappa’s fall 1981–82 concerts with his Eighties-era band: Steve Vai, Tommy Mars, Scott Thunes, Chad Wackerman, Ed Mann, and singers  Ike Willis, Ray White, and Bobby Martin. Mars co-wrote “Yo Cats,” a Synclavier piece with Willis and Wackerman.

A1. “We’re Turning Again” (4:55)
A2. “Alien Orifice” (4:03)
A3. “Yo Cats” (Zappa, Tommy Mars) (3:31)
A4. “What’s New in Baltimore?” (5:21)

B1. “Little Beige Sambo” (3:02)
B2. “Porn Wars” (12:04)
B3. “Aerobics in Bondage” (3:16)

In the UK, EMI issued Mothers of Prevention with the cover scheme reveresed (white letters on black) and a nine-song tracklist that drops the US-centric “Porn Wars” and affixes Side B with three unique songs: two Synclavier pieces (“One Man, One Vote,” “H.R. 2911”) and the 1981 live number “I Don’t Even Care,” co-written and sung by Johnny “Guitar” Watson.

B1. “I Don’t Even Care” (4:39)
B2. “One Man, One Vote” (2:35)
B3. “H.R. 2911” (3:35)

Zappa finished the Synclavier pieces in September 1985 at UMRK. The inner-sleeve contained the same “warning” message included with Thing-Fish.

Jazz From Hell

Frank Zappa released his 47th album, Jazz From Hell, on November 15, 1986, on Barking Pumpkin. It features seven self-recorded instrumentals on the Synclavier DMS plus “St. Etienne,” an overdubbed 1982 live number.

Zappa titled the album as a correlation to the series of “hells” that he interpreted on the present-day political landscape (namely, a “president from hell”). He complemented Jazz From Hell with the 1987 VHS release Video from Hell, which features clips for “Night School” and “G-Spot Tornado” amid live and off-stage archival footage.

A1. “Night School” (4:47) was the purported name of a late-night show that Zappa pitched unsuccessfully to ABC.
A2. “The Beltway Bandits” (3:25)
A3. “While You Were Art II” (7:17)
A4. “Jazz from Hell” (2:58)

B1. “G-Spot Tornado” (3:17)
B2. “Damp Ankles” (3:45)
B3. “St. Etienne” (6:26) is the solo from “Drowning Witch,” as performed on May 28, 1982, at Palais des Sports in Saint-Étienne, France.
B4. “Massaggio Galore” (2:31)

Zappa self-recorded Jazz From Hell in 1985–1986 at UMRK. “St. Etienne” features his 1982-era sidemen: Steve Vai, Tommy Mars, Scott Thunes, Chad Wackerman, and Ed Mann.

The video to “G-Spot Tornado” features early-Sixties private footage that Zappa filmed at a country fair. Due to the song’s Synclavier-enabled complexity, he deemed it beyond the performance means of human instrumentalists. However, the Frankfurt-based Ensemble Modern did, in fact, perform “G-Spot Tornado” in a series of Zappa-themed concerts collated on the 1993 Barking Pumpkin release The Yellow Shark.

Jazz From Hell was Zappa’s final release of new studio material in his lifetime. His last-completed work, Civilization Phaze III, appeared posthumously in 1994.


  • Freak Out! (1966 • The Mothers of Invention)
  • Absolutely Free (1967 • The Mothers of Invention)
  • We’re Only in It for the Money (1968 • The Mothers of Invention)
  • Lumpy Gravy (1968 • Francis Vincent Zappa & The Abnuceals Emuukha Electric Symphony Orchestra & Chorus)
  • Cruising With Ruben & The Jets (1968 • The Mothers of Invention)
  • Uncle Meat (1969 • The Mothers of Invention)
  • Hot Rats (1969)
  • Burnt Weeny Sandwich (1970 • The Mothers of Invention)
  • Weasels Ripped My Flesh (1970 • The Mothers of Invention)
  • Chunga’s Revenge (1970)
  • 200 Motels (OST, 1971)
  • Fillmore East – June 1971 (1971 • The Mothers)
  • Just Another Band From L.A. (1972 • The Mothers)
  • Waka/Jawaka (1972)
  • The Grand Wazoo (1972 • The Mothers)
  • Over-Nite Sensation (1973 • The Mothers)
  • Apostrophe (‘) (1974)
  • Roxy & Elsewhere (1974 • Zappa / Mothers)
  • Bongo Fury (1975 • Zappa / Beefheart / Mothers)
  • One Size Fits All (1975 • Frank Zappa and The Mothers of Invention)
  • Zoot Allures (1976 • Zappa)
  • Studio Tan (1978)
  • Sleep Dirt (1979)
  • Sheik Yerbouti (1979)
  • Joe’s Garage Act I (1979)
  • Joe’s Garage Acts II & III (1979)
  • Tinsel Town Rebellion (1981)
  • Shut Up ‘n Play Yer Guitar (1981)
  • Shut Up ‘n Play Yer Guitar Some More (1981)
  • Return of the Son of Shut Up ‘n Play Yer Guitar (1981)
  • You Are What You Is (1981)
  • Ship Arriving Too Late to Save a Drowning Witch (1982 • Zappa)
  • The Man From Utopia (1983 • Zappa)
  • London Symphony Orchestra Vol. 1 (1983)
  • The Perfect Stranger (1984 • Boulez Conducts Zappa)
  • Them or Us (1984)
  • Thing-Fish (1984)
  • Francesco Zappa (1984)
  • Frank Zappa Meets the Mothers of Prevention (1985)
  • Jazz From Hell (1986)
  • Blood on the Canvas (1987 • Eric Bogosian & Frank Zappa)
  • London Symphony Orchestra, Vol. II (1987 • Zappa)
  • Civilization Phaze III (1994)
  • The Lost Episodes [archival]


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