Frank Zappa's musical language
Frank Zappa's musical language
A study of the music of Frank Zappa

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With "Them or us" Zappa is continuing the direction he took with "Ship arriving too late to save a drowning witch". Rock songs are combined with modern music, music that in case of "Sinister Footwear II" also exists as an orchestral score. The orchestral version of "Sinister Footwear" is a major three part work, still waiting for an official CD release. The score can be rented by orchestras that would like to play it and a bootleg recording is legally available via the "Beat the boots" series.


1. The closer you are

Them or us album cover "Them or us" begins in a manner that you could call old-fashioned in the eighties. The album opener is a cover of a doo-wop song by Lewis and Robinson. Zappa recorded a full album with such songs as "Cruisin' with Ruben and the Jets" in the sixties. After that he only occasionally wrote another song in that genre himself, but frequently performed covers. Though not a Zappa song, this example of a doo-wop song is transcribed in the Ludwig study on page 277 (see the left menu).

To the right an outtake from the cover art painting by Donald Roller Wilson. It's in a style that gets referred to as hyperrealism. Other paintings by this artist appeared on the covers of the later "The old masters" and "The perfect stranger" releases, where Zappa calls the dog on it Patricia. Below the letter Z from the Zappa logo from this cover.

2. In France

Blues is another style that he would keep returning to. "In France" is a strong example with a sharp riff. Again Johnny Guitar Watson is present for a guest appearance as a vocalist (see the FZ meets the Mothers of prevention section for another example with him singing). The example below contains the first 10 seconds of this track with this riff getting repeated. The blues pattern is using E, B7 and A7 as chords. Step I, the E-chord, takes up most bars of the blues scheme, so one might call it blues in E Mixolydian. However, as you can see in the example, the guitar from staff 3 is only half following this scale. Specifically the A-C natural-A movement, played against the E chord, makes the riff come out as sharp and dissonant. More or less the same goes for the bass, using a G natural. So one might also argue it's undecided which scale this piece is in, being kind of mixed.

In France, riff (midi file).

In France, riff (transcription).

This song is pretty negative about France, but Zappa trusted his fans enough to see the humor in it for performing it live in France too (it's on YCDTOSA Vol. IV). France is a beautiful country, but they used to have some peculiarities Zappa is complaining about too. In the seventies and eighties you had those public bathrooms you could call pieces of horror. They indeed expected you to do your ka-ka there standing on your feet, bending backwards. Modernized by now, but in those days you had those French bars with mirrors and copper bars with different tariffs for daytime and evening and for standing at the bar, sitting inside and on the terrace. They were reluctant to speak English and when you asked for coffee they'd return the question by asking "double", pointing at a normal cup. It's pronounced as "doo-bluh" in French and without really understanding what they asked you were inclined to nod yes. By drinking a normal cup of coffee at a normal table on the street, you might wind up being obliged to pay three times as much as the price list said.

3. Ya Hozna

"Ya Hozna" contains a guitar solo by Steve Vai and vocal tapes being played backwards over an ongoing riff. This riff knows two different bars, each repeated a number of times after which the other is taking over. It's a figure in C Mixolydian with a pulsing C chord over a bass pattern. The bass can be following I-VII or V-IV as shown in the example below. So with the ongoing C chord, the total harmony is getting mixed. The pattern is syncopic during beats 1-2, ending on beat at beat 3. The times as 16th notes are 3+2+2+1+2+2. It needs this variation because it's maintained all through the song. You can hear this riff all by itself for a while in between the vocal part and the guitar solo.

Ya Hozna, riff (midi file).

Ya Hozna, riff (transcription).

The backwards playing of a vocal tape has as effect that it's getting as good as unrecognizable where it is taken from. Some other rock artists included such passages on albums at a time when some people were trying to raise a debate about the possible damage some rock lyrics might cause. A rather paranoid idea circulated that these passages could include secret messages. See the "FZ meets the mothers of prevention" CD for Zappa's position. The Thing-Fish section from this study contains another example of a song being played backwards. In this case it can be discerned best where the lyrics come from by playing the backwards track backwards again. Then the riff sounds a bit strange, but you can hear the original vocal tape as it was re-appear again. Most comes from "Sofa #2". As "secret messages" it gets interrupted by little fragments from "Lonely little girl" and unused material with Moon as the Valley girl character.

Ya Hozna, 4:06-4:28 (midi file).
Ya Hozna, same section backwards (midi file).

Ya Hozna, section (transcription).

As you can see in the transcription, Zappa didn't superimpose a tape just like that, but is applying xenochrony once more. The bars from "Sofa" coincide with those of the "Ya Hozna" riff. The more elegantly here, because both pieces are in 3/4 by themselves. For this reason "Ya Hozna" is more than just an example of backwards playing. It's done in a way to create a new pretty strong composition upon its own merits. The total becomes bitonal. The speed of "Sofa" is diminished to let the key descend from C to Bb major, while the riff is in C Mixolydian. It only causes an additional dissonance at the point of an Eb versus an E. All other notes from these two scales coincide. See the Playground psychotics section for a transcription of "Sofa (1971)" in its original context. The tape used for "Ya Hozna" is an edited version of the one used for "Sofa" as you hear it on "One size fits all". In the example above, the German "Ich bin der Dreck ..." line got skipped. The "Ich bin deine Ritze" sentence is also German, standing for "I'm your zipper". A transcription of the specific "One size fits all" track has been published as one of the guitar books from the Hal Leonard series (see the left menu).

4. Sharleena

Them or us album cover The "Them or us" rendition of "Sharleena" is a re-recording of the "Chunga's revenge" track with the same title. The bigger difference is the inclusion of a solo by Dweezil Zappa. The earlier "Chunga's revenge" version gets dealt with in the corresponding section. For Dweezil this was a set off for more guest appearances on his father's records. On "YCDTOSA Vol. III" you can them playing together during "Sharleena". On that occasion the solo part is played over a F-G chord alternation, that follows upon a section from this song in G Mixolydian, so this 1984 live solo can best be identified as G Mixolydian too. The solo on "Them or us" is over G as pedal note, also following G Mixolydian. See the Trance-fusion section for another example of them playing together. Dweezil still is a protagonist of his father's music, touring for years with his Zappa plays Zappa band (see the left menu).

5. Sinister footwear II

"Sinister footwear II" on "Them or us" is the version for a rock band of a the second movement of a three-part orchestral work. This rock band version only encompasses half of the material of movement II for orchestra. On the other hand Zappa is playing a guitar solo during the rock band version, not included in the written score. "Sinister footwear", in all its appearences, has a chapter of its own, below in this page. Two examples from the rock band version of "Sinister footwear II" are included in that chapter.

6. Truck driver divorce

Specifically in the U.S., country music is popular. Zappa could turn to it every now and then. "Lonesome cowboy Burt" from "200 Motels" can be called a parody of the genre. "Poofter's froth Wyoming plans ahead" from "Bongo fury" and "Harder than your husband" from "You are what you is" are stereotype examples of this style. See the You are what you is section for two examples taken from the latter song. "Truck driver divorce" is taking the genre to a higher level. It's a complex song with a larger guitar solo in it. The lyrics of "Truck driver divorce" are a continuation upon "No not now" from "Drowning witch". Also in sound "Them or us" is a continuation upon "Drowning witch" with the sharp metallic sound of the guitar returning.

Truck driver divorce, 0:44-1:15 (midi file).

Truck driver divorce, 0:44-1:15 (transcription).

Nominally "Truck driver divorce" is in Bb. That is it follows this key, when the central theme gets played as during bars 5-6 from the example from above ("Oh, go ride the bull"). Otherwise this song is full of altered notes and dissonants. This central theme is what you might call the traditional country element of this song. The various side themes are taking it far away from the stereotypes of the genre. Bars 3-4 contain one of these side themes. They are regular as it comes to their rhythm, triplets followed by a sextuplet string. The harmonies, on the other hand, are chromatic and dissonant, depicting the uncomfortable situation of what's happening in the lyrics. Bars 7-8 know a chromatically descending bass line, over which Zappa and the accompaniments are singing and playing chromatically as well. Bar 9 has one last brief return to the main theme, with bar 10 letting it end upon an Ab+5 chord, add Bb. After this the coda follows, continuing with a solo in E Dorian from 1:29 onwards, taking up the larger part of this song.

Tina Trucker

The U.S. may have Tina Turner (contributing on "Overnite sensation"), but the Netherlands have Tina Trucker, queen of the Dutch trucker genre (a sort of mix of folk music and country). According to Tina a good trucker song should be easy to follow, include steel guitars and be sincere: "that is, I think I can hear that [its sincerity]" (De Volkskrant, 03-19-2018). So "No not now" and "Truck driver divorce" don't meet Tina's criteria, but "Harder than your husband"? Perhaps Jimmy Carl Black took the secret of its sincerity with him into his grave. If Tina can't tell, maybe the world will never know.

7. Stevie's spanking

Both this song and the next one are present in this study in different sections. "Stevie's spanking" can be found in the You are what you is section for being a strong example of Zappa playing rock 'n roll. There it's transcribed from the "Dub room special" CD, while another version can be found on "YCDTOSA Vol. IV". All three have strong solos in them by Vai and Zappa.

8. Baby take your teeth out

"Baby take your teeth out" is present in the Does humor belong in music section of this study for its lyrics. It's a relatively short song, 1:54, with the intro and main theme being included as an example from this track. It also knows a little interlude, close to being instrumental, with only some words spoken as comment. It's a song written and recorded while being on the road, while "N-lite" took ten years to get accomplished. On pages 49-50 of the Zappa! special issue by Guitar and Keyboard player, Zappa comments: "Well, the function of both things is to entertain. The one that took ten years is probably way over budget in terms of how much bang for the buck you're going to get. The end of any piece is basically: you're decorating time. "Baby take your teeth out" is a minute and ten seconds. Okay, so it shouldn't have taken ten years. It should have taken much less, and it did, but if that minute and ten seconds amuses you, okay, fine. And then there are people who will never be able to sit through "N-lite" - it's 23 minutes long. They would rather have a minute and ten seconds of something that'll make them laugh. The point is that each piece, for what it is supposed to do, achieves a certain level of entertainment success."

9. Marque-Son's chicken

"Marque-Son's chicken" is an example of using various themes in odd numbered meters. Melodically Zappa is mixing atonal and diatonic material, as well as traditional and untraditional chords.

Marque-Son's chicken, opening (midi file).

Marque-Son's chicken, opening (transcription).

The transcribed part above of the written theme consists of:
- Bar 1: a guitar riff in 13/16, repeated four times, written out for Steve Vai. It's an atonal progression with some counterpoint and harmony notes in it.
- Bars 2-3: an atonal arpeggio figure. Bar 2 in 14/16 gets repeated three times, bar 3 is a final repetition, slightly different for being in 15/16.
- Bars 4-5: a diatonic chord progression in normal 4/4. It begins in E, but ends with altered notes. The higher keyboard chords are regular 5th chords. The bass however is playing a counterpoint line and extending the harmony to larger chords.
- Bar 6: a short bass riff in 9/16, combining D#-E-F# and repeated four times.
- Bars 7-18: a sequence of arpeggio figures in 10/16, all diatonic and using various scales and chord types. When you take the bass notes as key note and root note of the chords, then bars 7-8 are in E Phrygian with a I 13th chord, bars 9-10 are in F Lydian with the I chord, bars 11-12 are in E minor with a I 9th chord etc. It's a series of six variations upon a movement going up and down in the shape of something like a W upside down. The idea reminds me of the first two preludes from The well-tempered clavier I by Bach. It sounds more modern because of the use of enlarged chords.

Marque-Son's chicken, 1:54-2:30 (midi file).

Marque-Son's chicken, 1:54-2:30 (transcription).

At 1:56 the following progression starts:
- Bass notes E-C#-E with D#-G# as chords on top of it.
- Bass notes C#-A-C#-G# with F#-G# as chords.
Neither this progression nor the solo following upon it are normally diatonic, nor can they be called atonal. While the bass follows E major, the three major triads don't belong to this scale, causing rough dissonances. These bass figures continue for the ensuing guitar solo. The solo itself has its basis in something you might call a variant upon E Dorian. It involves a diminished 5th and a major 7th. Both the Dorian C# and Aeolian C natural are being used by the solo, while the bass mostly uses A-C#-E only during the solo, not really being in major anymore. In his response to me Brett Clement can correctly call this situation octatonic. Occasionally a G# and a B can be heard too (for instance in bar 12 from above or at 4:23 and 4:42). Because of the triplets by the bass, this section can be notated in 12/8 just as well.
In 1988 Zappa played quite a different type of solo during live performances of "Marque-Son's chicken", namely like the one released as "Trance-fusion". See the corresponding section of this study for the interview where this is getting mentioned.

10. Planet of my dreams

"Planet of my dreams" goes back to the mid-seventies when Zappa was recording pieces he had written for his "Hunchentoot" opera (chapters VII-VIII from the Them or us book, see below). For this reason you can see George Duke and Patrick O'hearn being credited. It's not a guest appearance but tracks from earlier recordings Zappa found he could still use. All vocal tracks are from around 1983-4. It includes Thana Harris as a harmony singer. You can hear her as a lead vocalist on "Sleep dirt" (see the corresponding section). This latter CD contains more from "Hunchentoot".

Planet of my dreams, 0:56-1:15 (midi file).

Planet of my dreams, 0:56-1:15 (transcription).

"Planet of my dreams" is a short song with just one larger theme, played twice. Its construction goes as:
- 0:00 Instrumental intro in C.
- 0:09 Main theme.
- 0:30 The instrumental intro returns as an intermezzo, this time with a vocal part without lyrics, just "ooh".
- 0:39 The main theme returns.
This main theme starts in C but soon starts to glide through chords from different keys. The transcribed section above has drifted away from the original key, following a progression of parallel major triads during bars 1-6: C#-D-C#-B.
- 1:08 Outro with the chorus singing "cheat cheedly cheat, go ahead". The lead singer, Bob Harris, responds the first time with "I can't control it", next with "I can't do it". A little error in the CD booklet, with "I can't control it" the first time it makes better sense. Bars 7-10 contain the final progression of major triads: E-A-E-F#.
- 1:37 End.

"Them or us" also exists as the title of a book Zappa wrote in 1984. At first available by mail order, today distributed by Pinter & Martin Ltd., London. To the right an outtake from the back cover. It's not really a book but a huge play, combining earlier plays with a series of new characters and plots. Its nine chapters know no titles. The following subjects and/or characters are coming by (page numbering as in the Pinter & Martin edition):
- Page 2, Chapter I: Francesco Zappa and various other characters.
Francesco introduces himself as: "My name is Francesco Zappa. I am an obscure Italian composer. Nobody really knows when I was born, and there is no conclusive evidence I ever actually died. I live in New Jersey now, so, I dress like a native".
- Page 33, Chapter II: Billy the mountain & Greggery Peccary.
- Page 58, Chapter III: Joe's garage till Sy Borg.
- Page 105, Chapter IV: Dong work for Yuda/Keep it greasy & The new gilded grape, a gay bar in Jerusalem.
- Page 123, Chapter V: Almost Carl Sagan & Billy.
Billy, having lost his contract with the U.S. Government Atomic Space Laboratory, seeks revenge.
- Page 150, Chapter VI: Manx and various other characters.
Many sceneries with Manx as a songwriter in an old office, a special effects warehouse and modern offices and houses in the L.A. Valley.
- Page 179, Chapter VII: Hunchentoot.
- Page 212, Chapter VIII: Hunchentoot, cntd.
On page 234 the lyrics of "Planet of my dreams" can be found.
- Page 252, Chapter IX: Thing-Fish till Mudd Club.
- Page 300, Chapter X: Thing-Fish from The meek shall inherit nothing till Harry-as-a-boy.
- Page 316, Chapter XI: Thing-Fish from the Crab-grass baby till the end.

11. Be in my video

"Be in my video" is a mainstream pop song about the popularity video clips got after MTV started broadcasting them 24 hours a day. Ludwig is using this track for showing how varied Zappa's handling of vocal parts could be.

Be in my video

On pages 172-3 of his study he writes: "Be in my video may serve as a last example of divers chorus handling. During the song you've got: low bass vocals, high falsetto vocals and speech-wise singing. Instead of many vocal specialties one can also point at the building up of a chord by these vocal parts, happening twice [being Am7 and C]. The falsetto G by Bobby Martin on top of the [2nd C-] chord is getting unbelievably high".

12. Them or us

Zappa playing guitar The title track is a guitar solo in Bb Lydian with Bb as a pedal note. It's a brutal solo with much use of guitar effects. Zappa liked it enough for including two more solos of this type on "Guitar":
- "Move it or park it"
- "Do not try this at home"

Them or us, 1:15-1:35 (midi file).

Them or us, 1:15-1:35 (transcription).

The accompaniment is following a simple, but articulated figure of two bars in 12/8:
First bar:
Beat one: a Bb by the bass on ticks one and two with mostly a C chord by the keyboards on top of it. The total accompanying harmony thus is the C7 chord. It gets varied upon a little, like in bar 5 of the example above with a Bb#7 chord. On tick three the accompaniment pauses.
Beat two: idem as beat one.
Beats 3-4: pause.
Second bar:
Beats 1-2: pause.
Beats 3-4: upgoing bass, a half-note flurry.
In (probably) all music by Zappa you've got notes getting altered. Here this is happening in bars 4-6. He gets cited in Guitar Player, October 1995, page 75, saying: "If your ear hears a harmonic foundation of something, then the interest of the solo is the theoretical difference you perceive on a note-by-note, nanosecond-by-nanosecond basis of what the improviser inflicts on the established tonality. In other words if you hear in the bass a C and a G, you know, "you're in the key of C, buddy". When the soloist comes along and plays the C#, he's sending you a message. And where that C# goes is part of the adventure of playing a solo. They're like ingredients in a stew. I mean there's a right and a wrong way to stick a C# on top of a C-G ground base. If you play all notes that are part of the C major scale, the recipe you have just prepared is oatmeal, know what I mean? So it's like the difference between eating oatmeal and eating salsa." To the right Zappa on stage in 1984 (photo downloaded from the internet, photographer unknown).

13. Frogs with dirty little lips

By 1984 Zappa had his whole family cooperating on his albums in one form or the other. He included rhymes from the still very young Diva and Ahmet in two of his songs, respectively "Chana in de bushwop" (from "YCDTOSA Vol. III") and "Frogs with dirty little lips". The music from the latter is transcribed below.

Frogs with dirty little lips, 1:11-1:59 (midi file).

Frogs with dirty little lips, 1:11-1:59 (transcription).

It's made up of three themes that are repeated three times. It opens in A minor with a sometimes syncopic bass riff with some "swamp" accompaniment by the percussion, a descending guitar note and some wooden flute. Over this riff he's singing the verses with a low nasal innuendo tone (bars 1-6). It's rather dark here. The next 4 bars take the melody upwards, while other instruments join in. Via various scales the key gets ultimately led to A. Then the song becomes joyful with the tune from bar 11 onwards. This last theme of four bars is used for the coda. During this coda it keeps getting repeated with the vocal part gradually withdrawing. In bar 18 higher keyboard movements enter the picture, played via chords with fourths and fifths. At the end it's all instrumental with these extra little keyboard sequences, that are emotionally touching. The midi file suffers a bit from that my editor can't play glissandos. In his response to me you can read that Brett Clement doesn't find the end a good example of A major. It's not all that clear to hear, but in 2021 I came across an article at Society pages with Zappa describing the end as a Landini cadence (leading to two corrections upon my example as described below it). Then A major definitely suits.

14. Whippin' post

"Them or us" opens and ends with a cover song, as earlier on "Burnt weeny sandwich". The ending song in this case is a Gregg Allman composition, called "Whippin' post". Zappa continues in Guitar Player, February 1983:
FZ: "It started out ten or twelve years ago when some guy in the audience at a concert in Helsinki, Finland, requested it.
GP: "In English?"
FZ: "Yes. He just yelled out "Whipping Post" in broken English. I have it on tape. And I said: "Excuse me?". I could just barely make it out. We didn't know it and I felt bad that we couldn't just play it and blow the guy's socks off. So when Bobby Martin joined the band and I found out that he knew how to sing that song, I said "We are definitely going to be prepared for the next time somebody wants "Whipping Post" - in fact we're going to play it before somebody even asks for it". I've got probably 30 different versions of it on tape from concerts all around the world, and one of them is going to be the "Whipping Post" - the apex "Whipping Post" of the century."
And so it was done on "Them or us" and "Does humour belong in music" (1985), the latter with Dweezil joining Frank on guitar. The Helsinki guy requesting it also reached a CD with "What you can't do on stage anymore, vol. II", introducing "Montana". Zappa's recollection here wasn't perfect. He actually replied with "maybe can you sing us a few notes so that we can play it". So the guy in the audience sang "woo woo woo" and Zappa answered that it must have been a John Cage composition. To the left Bobby Martin and Alan Zavod while performing "Whippin' post" (Does humor belong in music DVD).
It is a custom in pop music to only credit the writers of the themes and never the soloists. Zappa plays a guitar solo between 2:04 and 5:48, taking up half of the time. In case of his solos they are about always independent intermezzi, so if this solo would have been taken seperately, as on his three guitar solo CDs, it would have been a Zappa composition unrelated to "Whippin' post".


In 1984 The Berkeley Symphony Orchestra performed a Zappa program on two subsequent evenings under the title "A Zappa affair". This program included the premiere of a three-part orchestral work called "Sinister footwear", half of it already known via Zappa's rock albums, but the other half being entirely new. The pieces were both presented and performed as ballets with huge puppet figures appearing on stage (the letters below correspond with scenes of the ballet, as indicated in the score). The two shows were well received. One show was recorded for a radio broadcast, but Zappa didn't find it good enough for an album release. Since costs had went way over budget, no further steps were taken, leaving the complete orchestral version of "Sinister footwear" still waiting for a regular release on CD. In this section, I'm using the following abbreviations for the currently available sources for "Sinister footwear":

- SF I-III: The full orchestra sheet music, movements I-III.
- BTB: The 1984 radio broadcast with the Berkeley Symphony Orchestra playing live (from "Beat the boots", vol. III).
- TOU: The rock band version of Sinister footwear II on "Them or us".
- YAWYI: The rock band version of Sinister footwear III on "You are what you is".
- GB: The Frank Zappa guitar book.

The availability of Zappa's orchestral scores for the general public has become difficult. Currently these scores are only for rent for orchestras that would like to perform this music. Till 2015 I could use a few examples published elsewhere and transcriptions done by myself. In 2016 I managed to get a look through the complete score and I could include two more examples, this time from the original score. See below at the instrumentation section for examples from "Sinister footwear I". The "Sinister footwear II" rock-band version on "Them or us" is made up of a couple of blocks, that I'm describing below. The orchestra version continues after that with the other half of this movement, not included in any of Zappa's own official CDs. This chapter ends with bars from "Sinister footwear III, as played on "You are what you is".

The orchestral version of "Sinister footwear" is in my opinion a masterpiece, one that in this case got officially released in the sense that the score is or has been available during a certain period. It is known among fans via the "Apocrypha" bootleg with the 1984 performance and some people who read notes and managed to get a copy of the score. The Berkeley version lasts 26 minutes and consists for half of music unreleased on CD. The corresponding section of the above example can be found at 24:50 through 25:25, beautifully orchestrated (bars 81-92). It leaves a dissatisfying aftertaste that the availability of Zappa's modern music on CD is incomplete. Especially when you take into account that the "Times Beach" wind quintet and the "None of the above" string quartet from 1985 are also only partially released on "The yellow shark" via some of their movements. In 2009 the "Sinister footwear" bootleg recording became part of "Beat the boots III", downloadable via and i-tunes. With the status of this recording thus turned legal and an acceptable sound quality (for a bootleg), a small step has been taken in bringing "Sinister footwear" to a wider audience.

A Zappa Affair

A screenshot from the history page from the Berkeley Symphony Orchestra site (, mentioning the Zappa affair program, when "Sinister footwear" got premiered. The recording for the radio broadcast of this event didn't get included in Zappa's own official CD catalogue. Via a detour it eventually did become legally available nevertheless by its inclusion in "Beat the boots III", a reasonable bootleg copy. After 30 years "Sinister footwear" is still waiting for a regular release.

Sinister footwear I


"Nothing beats two guitars, bass, drum", Lou Reed says in his "New York" CD liner notes, describing the basic rock band sound. By just looking at Zappa's rock group through the years you'll always see that Zappa wanted more than the basic sound. He would only go on tour with at least a five piece band. You can mostly see keyboards, wind instruments and percussionists added to the basis of guitar, bass and drum. What is specifically Zappa is that the less common instruments are not there to fill in the sound, but to play lead melodies and solos all equally important as the standard instruments.
Many Zappa compositions have a single melodic line as their origin, a written out lead sheet. The "Uncle meat" and "King Kong" scores as presented in the "Uncle meat" CD booklet are two examples: the plain melody with chord symbols, of which the root can be taken as pedal note. For each band that played these pieces the instrumentation got redefined anew. All "Uncle meat" executions have a different set up. The pitch may differ, the pedal notes may differ, the harmony and counterpoint are filled in each time anew. First Zappa often doubles the melody by having more people play or sing the same part. It can be unisono, or using parallel octaves and sometimes thirds and fourths. Every now and then other intervals can be encountered as well. Characteristically he doesn't want the doubled parts to blend, but to remain individually audible, like guitar and vibes or keyboards and brass. For the singers you'll hear that they usually don't sing unisono, but in parallels. Secondly you get a harmony fill in. The on beat chords in "Uncle meat", as shown in the corresponding section in this study, follow the lead sheet literally. Thirdly there are counterpoint figures. When I started this study I took over "Uncle meat" from the Songbook (melody, chords and pedal notes), doubling the melody for the stereo effect. When I relistened and wondered why the CD version sounded so much better, I noted I missed a complete part, namely the counterpoint figure that's now included.

When Zappa wrote for an orchestra he took this same attitude with him. In the 19th century orchestras were getting bigger and bigger and orchestration was becoming a discipline by itself, involving which groups of instruments could be combined, which instruments could be used for certain effects within a context and which instruments shouldn't be used at the same time. Richard Wagner was in expert in intoxicating his audience with infinite variations upon his main themes, at some points intimate, elsewhere leading to a big orchestral blast as with the 2nd theme from Parsifal in bars 69-72 of the Overture. From this romantic perspective most people are used to, Zappa's orchestration might be seen as careless, not making full use of the possibilities of a symphony orchestra.
It is this subject an article by Arved Ashby in The Musical Quarterly, winter 1999, is about. The second example from below from movement I of "Sinister footwear" could be taken over from this article, at the point when I included it, the only example of the orchestral score I had at hand. The article carries the title "Frank Zappa and the anti-fetishist orchestra" and demonstrates how Zappa deliberately departed from the traditional orchestra sound. You'll have to wrestle through the pile of intellectual baggage some academics deem necessary, but otherwise this article is sincere and worthwhile. In pieces as "Bogus pump" (called cheesy fanfare music by Zappa on the L.S.O. vol. II cover) or "Strictly genteel", a big closing waltz, Zappa still had an eye for traditional orchestration, as he had also done very early in his career in the closing part of "The world's greatest sinner" orchestra score. See also the examples in this study. In his later completely atonal works as "Mo 'n Herbs vacation" and "Sinister footwear I" this is mostly gone.

A) "Jake, who designs it".

- SF I bars 1-19, BTB 0:00-1:16 (see above for the abbreviations).

The first movement from "Sinister footwear" opens with variations around a rhythmical figure in different meters and tempi. This figure knows a repeated F descending to an E, varied upon a couple of times. Bars 1-5 are still leaving it undecided if the composition is going to be atonal or diatonic, but from bar 6 onwards all is atonal. The same goes for the other two examples below from movement I.

Sinister footwear I, bars 1-11 (midi file).

Sinister footwear I, bars 1-11 (notes).

B). This block is given no initial title, but a large number of scene descriptions are written below the bars. Jake enters his shoe factory for going to work.

- SF I bars 20-53, BTB 0:16-2:47.

Sinister footwear I, bars 20-27 (midi file).

Sinister footwear I, bars 20-27 (notes).

In bar 20 a small theme or motif gets introduced that gets varied upon over a larger period, thus forming a large sequence. The set-up in bars 20-27 shows what Zappa does a lot in his later orchestral works. There's a lead melody led rapidly over various instrumentation groups, that are individualistic rather than moving fluidly from one group into the other. There are sustained harmony notes, lasting over more than a bar. Dissonant strings in bars 21-23 ultimately are leading to a consonant combination of saxes and harp in bar 27. There is some counterpoint movement present in the bass guitar part in bars 24-27.
The variations continue till bar 53. The meter continues being 4/4 for this whole block of bars 20-53 with the main time unit constantly being an eighth note. In this manner these bars form a contrast with many other sections of "Sinister footwear", that can contain wild irregular groupings.

- SF I bars 53-63, BTB 2:47-3:13.

Strings of 16th notes, led over various sections from the orchestra. Indicated as swing.

C)"Illegal aliens on a lunch break".

- SF I bars 64-73, BTB 3:13-3:37.
A couple of gentle bars with sustained notes, supported by a percussion section ticking 16th notes.
- SF I bars 74-81, BTB 3:37-3:56.
Strings of notes turn up again in varying meters and rhythms. The rhythm of bars 80-81 is indicated as Latin.

D) "At the catering truck".

- SF I bars 82-104 BTB 3:56-4:43.
The music continues in 5/8. Now many fast strings of notes with irregular groupings are entering the picture. Bars 98-104 form a brief pause.

E)"Jake eats a molded jello salad".

- SF I bars 105-115, BTB 4:43-5:06.
A variation upon the opening block A).
- SF I bars 116-136, BTB 5:06-5:54.
A block with a constant 3/4 meter, but much varied as it comes to the rhythmic subdivision of this meter. Till bar 130 every single bar contains a different rhythm. While most of mvt. I is atonal, bars 121-123 are briefly approaching a diatonic way of writing.

F) "Jake's secretary" through K) "Ugly shoes on the assembly line".

- SF I bars 137-206, BTB 5:54-9:14.
Here you've got six blocks with a 3/4 meter alternating with a 5/8 or 7/8 meter. The blocks in 3/4 are described as a Jazz waltz feel, the ones with the odd meters as Latin feel.

Sinister footwear I, bars 137-148 (midi file).

Sinister footwear I, bars 137-148 (notes).
Sinister footwear I, part of bars 125-6 and 195-7 (notes).

Apart from the opening block, most of the first movement of "Sinister footwear" is centered around a through-composed melodic line. This is effectuated by a number of elements:
- Instruments are playing unisono or in parallels. The melody is led through a wide range of combinations of instruments, using a large orchestra. These combinations change every few bars. As said above, Zappa prefers non-blending combinations. In the example above it's saxophones and vibes during bars 137-141 and 147-148, and trombones and vibes during bars 142-147. As almost a custom, adaptations to the score were made on the spot during the actual performance. The Berkeley Symphony Orchestra, as most orchestras, has no saxophone section, and none was added. On this occasion the saxophone part is played by the trombones. Moreover the electric violin got skipped and the drumpart is also mostly absent.
- The rhythm is kept basically the same for all parts. Only occasionally you can find a divergence of rhythms, as in bar 125. At this point you've got an eight-tuplet for the melody, 3/4 subdivided by four for the bass, and standard 3/4 by the drumset. In the score you've got the drumset ticking 3/4 in bar 148, while the melody plays a quintuplet.
- Counterpoint figures/contrary movements occur little and not very explicitly, like the bass during beat 1 of bar 138.
- Harmonies can be formed by the parallels of the melody or by held notes. In the example above you've got a number of glissando notes for the string section. During bar 125 the clarinets are playing a clustered dissonant, 14-1-2-1-2-1 as minor second steps. On beat one of bar 126 it's 14-1-2-2-1-3, on beat two 8-1-6-1-2-5. During beat 3 it's a parallel movement again, using 14-1-2-2-1-3. At the start of bar 127, the melody lands on 14-1-2-1-2-1.
Contrary movements happen as well, as for the clarinet part of bars 195-7. Since the melodic lines remain relatively close and the rhythm is the same for all clarinets, the whole sound as a chord progression rather than a combination of individual lines. This mixed writing style is more common in Zappa's orchestral music.

Though each of these elements occur frequently in Zappa's music, none can be taken as typical. For that matter the divergence between just the orchestral works among themselves is too big to draw such conclusions. The character of "Sinister footwear", for instance, changes overnight with the beginning of movement II. See above for movements II and III of "Sinister footwear".

Sample from the printed score: the string section from bars 120-124.

Sinister footwear II

- TOU 0:00-0:38, SF II bars 1-16, BTB 9:14-10:02. Opening sequence.

L) "What you think you look like while you're wearing them".

A figure of 2 bars, repeated once, gets varied upon three times. The bass follows a descending line: C# - C natural - B - Bb. It's one of many examples I'm referring to as multi-scale in my table from the Burnt weeny sandwich section. In this case the figures are made up of outtakes from diatonic scales. They begin with notes from one scale and move over to notes from another one. How one would like identify the keys depends upon how you look at it, so I'm not making a specific attempt here. The figures are made up of a series of 6 eight notes in the first bar, followed by a major triad in the second bar. The series of notes always begins with a minor third (plus an octave), so the implied scales are a minor type key and a major type key. During bars 9-12 all notes belong to the same scale. In this case the key can be positively identified as B minor (Aeolian) and then A chord can be seen as step VII in this scale. The bass from the first bars mostly continues during the second bar. A couple of instruments are playing the melody with some minor differences between them. Sometimes notes get held, sometimes extra notes get added to the melody. So on paper these figures don't look identical. The melody keeps using different intervals. Indicated by the number of minor-second steps, these intervals are:
- bars 1-4: 12-15-3-8-5, followed by the F chord.
- bars 5-8: 12-15-7-7-11, followed by the G chord.
- bars 9-12: 12-15-16-11-7, followed by the A chord.
- bars 13-16: 12-15-8-11-3, followed by the Ab chord.

Sinister footwear II, opening (midi file).

Sinister footwear II, opening (transcription).

The orchestra version is richer in its instrumentation. All notes during the sets of two bars are played as sustained notes by the string section and a grand piano. Thus the accent comes to lie on building up a large chord, spread out over three octaves. A contrast is made with the first movement where the weight lies on the melody. The other instruments play these notes as a melody, similar to the rock band version. The held chord in bar 2 in the orchestra version thus becomes much bigger than in the example above, but without the improvised harmonic fill-in.

- TOU 0:38-1:12, SF II bars 17-32, BTB 10:02-10:42. Second sequence.

Again you've got a descending bass line, Bb-A-Ab-G. Now the guitar enters the picture and the whole becomes atonal. The example above contains the first six bars form this block.

M) "Sometimes they make you walk funny".

- TOU 1:12-1:44, SF II bars 33-48, BTB 10:42-11:24. Citation of "Wild love" from "Sheik Yerbouti".

- TOU 1:44-5:44, not present in the orchestra score.

- 1:44 Repeated figure in B minor.
- 2:18 Melody in Ab Lydian over two alternating bass notes.
- 2:41 Guitar solo over a vamp in G Phrygian.

N) "Other people pretend not to notice".

- TOU 5:44-8:29, SF II bars 49-112, BTB 11:24-14:15.

- 5:44 The figure in B minor returns. The example below begins with its last repetition.
- 6:17 This is a section related to "The black page", harmonically and rhythmically unpredictable. Like "The black page" it includes irregular rhythmic groupings, that in this case are played over 3/4. Harmonically it's in the grey area between tonal and atonal. The tail of the repeated introductory melody in bars 1-4 is in B minor (with the augmented 7th (A#)). When the lead melody starts it briefly continues in B minor, but soon it gets impossible to assign sections to keys. See the example below, with the opening of this section. Still you can recognize strings from various diatonic scales.

Sinister footwear II, 6:08 till 6:32 (midi file).

Sinister footwear II, 6:08 till 6:32 (transcription).

O) "Sometimes you have to take them off for a minute".

- TOU 8:29-8:39, SF II bars 113-120, BTB 14:15-14:41.

- 8:29 Coda for the album version.
- 8:39 End on "Them or us".

P) "Then you put them back on because you think they look so good on you".

- SF II bars 121-154, BTB 14:41-15:41.

Swift melodic lines in varying meters alternate with sections with longer note values. These second sections are making use of chord progressions with many sections from the orchestra participating. Here Zappa is writing orchestra music in the traditional sense. In character much different from the first movement and these are examples where the tendencies as described by Arved Ashby, as well as the ones by me for movement I, don't apply (see below). The next example contains the closing bars op scene P and the opening of scene Q.

- bars 150-154: a chord progression for the string section and bass guitar in 7/8. The descant instruments are playing a parallel movement with sus4 chords, Gsus4-Asus4-Bsus4, while the bass section is playing a Bb-Gb-C counter-movement. The whole sounds as a sequence of enlarged chords from diatonic environments, but not belonging to a particular scale.
- bar 155: a transitional bar for the next scene with a short melody over a dissonant chord, D-F#-G#-A, changing the tempo.

Q) "Children can also have ugly shoes".

- SF II bars 155-243, BTB 15:41-17:32.

Sinister footwear II, bars 150-163 (midi file).

Sinister footwear II, bars 150-163 (notes).

- This whole scene is in 3/4, rhythmically straightforward with the quarter and eighth notes as time units. Other than in many sections from "Sinister footwear", there are no rhythmic difficulties whatsoever in this part, not even triplets are occurring. This is the way Zappa likes to vary, also within a single composition. This also goes for the switching between diatonic and atonal, and between the melodic and harmonic writing styles. The example from above continues as:
- bars 155-158: a gentle lead melody is played by the bells, chimes, vibraphone and two of three violin sections. The harmonies start as diatonic, relatively simply with a triad upon F (add 4), and are gradually becoming more dense.
- bars 159-160: just in a few seconds the sound has changed from easy diatonic music to complex atonal harmonic fields. It's all played lightly with the overall relaxed atmosphere remaining intact. Instead of the triad of bar 155 you now have D-C#-F#-A-B-E-G# and Bb-F(E#)-Db-Ab-C-Eb as chords for bar 159.
- bars 161-3: the accompaniment returns to a much less dense consonant chord, G#-Eb-Bb-C-D, before getting more complex again.

R) "The food doctor says you might need an operation".

- SF II bars 244-251, BTB 17:32-17:57. Variation upon the opening of scene L.

S) "But you are going to wear the anyway" and T) "Various new postures".

- SF II bars 252-280, BTB 17:57-19:16. Atonal piano chords and a bass line along a full use of the large percussion section of the orchestra. This is a rather unusual combination, more like an ensemble playing by itself. Some of the chords from the preceding are returning, but with large distances between them, so this turns out to be a modern jazz-like variation section.

U) "Everybody has a pair somewhere".

- SF II bars 281-317, BTB 19:16-21:03. The orchestra playing in full again.

Sample from the printed score: the percussion section from bars 285-288.

Sinister footwear III

- SF III, BTB 21:03-26:05, YAWYI track 5, GB pages 206-212.

Theme from Sinister footwear III, 2:30 till 2:53 (midi file).

Theme from Sinister footwear III, 2:30 till 2:53 (transcription).

Part III is built around guitar solo, that appeared on "You are what you is" and that Zappa asked to be written out. The solo itself stems from the 1978 fall tour. It was first known carrying the title "Persona non grata". It is this exact solo that Steve Vai transcribed for the Guitar book, including the drum part. The differences with the "Theme from Sinister Footwear III" as it can be found on "You are what you is" are:
- The whole track got sped up with a minor second, thus moving from E Lydian to F Lydian. The section above is from the part where Zappa is mingling F major and F Lydian by also using a Bb (via parallels, but also as a separate note). See also the Guitar book, page 212, first half.
- The drum part in the Guitar book is a different one, thus Zappa took the solo from the live track apart and overdubbed a new bass and drum part.
- He had Ed Mann doubling the guitar line on marimba and bells.

The guitar line in the "You are what you is" example from above is not completely identical to the Guitar book version. These minor differences with the Guitar book appear to be caused by the newly recorded bass and drum part, that goes synchronous though not 100% the same. In bar 4 there's a more substantial difference. In the "Persona non grata" version the drumset is playing densely at this point, on "You are what you is" more details of the guitar line get out into the open.
It is this last part III that causes most performing difficulties. The guitar part, with all its irregular rhythmic groupings, went almost literally that way into the orchestra score. Here again there are doublings prescribed for this part. The best way to get it correctly on CD is in my opinion to proceed the same way as Zappa did for "You are what you is", namely by overdubbing instruments. To have different people play it at the same time and be synchronous for the whole track at once, that's asking a lot.

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