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

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More than on his debut album Zappa could show his composing skills on the second album "Absolutely Free". Here we get to what Zappa would do quite often in his music, namely changing themes, meters and tempi within a song. The album was recorded in a short time span, where the band could to a degree rely upon their experience playing parts live. At this point the band wasn't a reading band regarding sheet music, so pieces as "Brown shoes don't make it" had to be split up into sections, to be recorded seperately. Next is a series of examples.

1. Plastic people

Absolutely Free The album opener is "Plastic people", a song that exists in two versions. On stage he usually used Richard Berry's "Louie Louie" for the music with his own lyrics sung over it (see "Plastic people" and "Ruthy Ruthy" on YCDTOSA Vol. I, as well as on "The mystery disc"). "Louie Louie" is something everybody can follow, also when you don't know the original, because anyone recognizes the I-IV-V progression (in Mixolydian). He included it in his concert playlist for ten years. For the "Absolutely free" album version of 1967 however, he wrote his own music. The "Louie Louie" progression only gets quoted once, right at the beginning. In the two sections below we have meter and tempo changes as well as four themes (my midi editor can't do tempo changes, other than by tricks; here I had to cut the example in two sections).

Plastic people, section #1 (midi file).
Plastic people, section #2 (midi file).

Plastic people (transcription).

The transcribed section contains:
- bars 1-8: main theme 4/4 in G Mixolydian. The chord progression is either I-VII or I-IV-VII.
- bars 9-12: intermediary theme in a slower tempo. The scales start to change, but there are no clear key notes in these bars. The progression in rock terms is B-C-Am, followed by F-Em-C or Am7 if you want to include the A by the bass for the last chord.
- bars 13-16: the song now continues instrumentally. The key becomes D Mixolydian. The meter changes to 6/8, lasting just as long as the previous 4/4, thus a tempo change via a fixed relation. You could also still notate it in 4/4 with triplets all the time.
- bars 17-21: this instrumental interlude now continues with a progression in parallel octaves. It's still in D Mixolydian, using both 9/8 and 6/8 as a meter.
- bars 22 etc.: return to the main theme in the original tempo.

Above to the right: part of the album backside cover with the letters "Absolutely" and signs enticing people to buy all sorts of stuff.

2. The duke of prunes (1967)

The origins of "The duke of prunes" lie in the "Run home, slow" movie. Tracks 2-4 on "Absolutely free" form a unity: the themes from "The duke of prunes" get played twice, with "Amnesia vivace" as an interlude between these two executions. Its three themes:
- 0:00 Theme A, 1st tempo, "I would be duke of prunes ..."
- 1:02 Theme A, 2nd tempo.
- 1:35 Theme B, "Prune, da-da-dah ..."
- 2:02 Theme C, "And so my darling ..."
- 2:13 End.

The duke of prunes, 0:00-0:21 (midi file).
The duke of prunes, 1:02-1:14 (midi file).

The duke of prunes, sections (transcription).

Above are two appearances of the first six bars of the main theme (theme A). It gets harmonized by two alternating chords/scales:
- 1st example: Fmaj9 and Em9. Both chords are using the lower E as pedal note. These two chords differ regarding their scale. The first uses an F natural, while the second involves an F sharp. Since I'm letting pedal notes determine the keys in this study, the scales become E Phrygian and E minor alternating.
- 2nd example: the bass is now playing a figure. The applied notes are the same as in the first example, thus the chords can be identified in the same manner. The first bass note, however, the note that you could call the tonic, now differs. So the scales become F Lydian and E minor.
Another thing to notice is the tempo change. The first six bars of the 2nd example last 12 seconds compared to the 21 seconds of the 1st example, thus being played much faster.

3. Amnesia vivace

Serving as the interlude between the two "The duke of prunes" tracks, though musically in no way related to it. The spoken parts do mention "Duke of prunes". It's an experiment related to what Charles Ives once described as the effect of two marching bands approaching a square from two different directions. Between 1:38-1:44 on track 11 something similar is happening: two instruments are playing a similar motif, but asynchronous at first. The most bizarre experiment with this idea is happening during "Uncle rhebus", with two examples being present at the bottom of the Uncle meat section of this study. There appears to have been a documentary, available on the internet, with Philip Coulter interviewing Zappa, where Zappa is talking about references to Stravinsky in this piece. The link is dead at the moment (2019), but such references can indeed be recognized.
- 0:00 Intro.
- 0:07 Various themes being played against each other.
- 1:01 End.

Amnesia vivace, 0:00-0:12 (midi file).

Amnesia vivace, 0:00-0:12 (transcription).

The intro (bars 1-10) is in a C# Mixolydian variant, made up of a series of parallel minor thirds. When I'm hearing it correctly the F turns up as double-sharp. It's a variation upon the main theme from the "Ritual of the ancestors" movement from the "Rite of the spring" by Stravinsky, the first example that I've included below the transcription. In bar 11 the tempo goes up a little and the playing of figures against each other begins. The G#-D#-F#-D# figure can be seen as a reference to the second "Rite of the spring" example, included below the transcription. It goes like the figure from the staff second from below of this example. The D#-A# alternation sounds like a distorted instrument that I can't transcribe precisely (maybe more notes are involved). The bass is alternating C# and F# against these figures with a rhythm of its own. Not included in the example from above, is the clarinet melody that's played between 0:17 and 0:20: C-B-G-E-A. This goes like the opening melody of "Rite of the spring", also included below the transcription.

The composers Charles Ives and Igor Stravinsky, being referred to in "Amnesia vivace". There are many references like the ones above in Zappa's output. Just as the pieces he covered, these references show just as much diversity as his own music. Not only modern composers, but also "Loui Loui", as mentioned above, Tschajkovky and Mozart can get referred to or covered. Some more on this topic at the bottom of the Thing-Fish section from this study. Other references to Stravinsky on "Absolutely free" are the title of track 6 and a quote of "Petrushka" during track 11.

4. The duke of prunes regains his chops

Continuation of "The duke of prunes" from above:
- 0:00 Theme A, 2nd tempo.
- 0:32 Theme B.
- 0:58 Theme C.
- 1:06 Outro, "this is like the Supremes".
- 1:52 End.

In 1975 Zappa would once more return to this composition. The version on "Absolutely free" is the only one with lyrics. I'm dealing with the evolution of this song in the Orchestral favorites section. Examples from all three versions are present in that section, including theme B as played during "The duke of prunes regains his chops" and the first recording from 1963.

5. Call any vegetable

Zappa would include a live version of "Call any vegetable" in his "Just another band from L.A." album from 1971. The opening of this song is included in the corresponding section of my study. The 1971 version has extra themes to it. It does include a solo, but not as extensively as on "Absolutely free", where track 6 can be seen as the solo belonging to it and track 7 as the reprise:
5. "Call any vegetable".
0:00 Themes, block A, "Call any vegetable ..."
0:35 Repetition.
1:04 Little interlude.
1:15 Themes, block B, "A prune isn't really a vegetable ..."
2:15 End.
6. "Invocation & ritual dance of the young pumpkin".
0:00 Instrumental block, see below at track 6.
7:00 End.
7. "Soft-sell conclusion".
0:00 Themes, block C, "A lot of people ...", see below at track 7.
0:48 Themes, block D, including variations upon theme A.
1:11 Reprise of block A.
1:25 Outro, with the "breathing pumpkin".
1:40 End.

6. Invocation & ritual dance of the young pumpkin

The "Invocation & ritual dance of the young pumpkin" is a quite long instrumental interlude, played between two sung movements from the "Call any vegetable" sequence on "Absolutely free". The interlude starts with an easily recognizable example of a melody applying changing tempos and meters:
- Bar 1: tempo I in 4/4. The key is C# Dorian with the accompanying chord progression I-IV-III-IV. The bass gives a C# pedal, while the flute moves over the chords via triplets.
- Bars 5-22: a single melody in 3/4 and 2/4 (a quote from "Jupiter" from "The planets" by Gustav Holst). It starts slowly in tempo II and keeps accelerating all through.
- Bars 23 etc.: tempo III in 4/4. The key has become E Dorian.
At this point - where the third tempo remains stable as tempo III - a vamp begins with the guitar first playing a chord progression for four bars and next soloing. After a while the flute quits vamping and starts soloing as well, thus forming a duet with the guitar.

Invocation & ritual dance of the young pumpkin, opening (midi file).

Invocation & ritual dance of the young pumpkin, opening (transcription).

Zappa would seldom play such duets again. The ones with Jean-Luc Ponty and his son Dweezil are the best known other examples. The interlude would be played similarly on the "Freaks and motherfu*#@%!" bootleg from 1970 (see the Fillmore East 1970 section for "solo from Call any vegetable"). The official live version from 1971 on "Just another band from L.A." has a short instrumental interlude, using a different melody and vamp, though the idea of an acceleration returns. During 1970-1 Zappa used just the single "Call any vegetable" title for covering the whole, instead of the sequence of three songs.

7. Soft sell conclusion

Like "The duke of prunes", "Call any vegetable" appears on "Absoluty free" in the shape of a little sequence of three tracks. The later live versions from 1970-71 would list this sequence as just one track.

Soft sell conclusion, opening (midi file).

Soft sell conclusion, opening (transcription).

With "Soft sell conclusion" some of the material from "Call any vegetable" returns as a coda for this sequence, as briefly indicated above. This song begins with a theme of its own, however, of which the first six bars are transcribed here. It's in E using the progression I-II-IV-V. The flute (staff 3), harmony singers (staff 2) and especially the lead vocalist from staff 1 are playing and singing quite loosely over this progression.

8. Big leg Emma

This title was originally released as a single in 1967 and got included in the CD re-release of "Absoluty free" as a bonus track. "Big leg Emma" is a traditional blues song, that Zappa first released on his "Zappa in New York" album from 1978 (recorded in 1976). Two examples from this 1976 performance of "Big leg Emma" are included in the corresponding section. In the 5th pdf version of this study I wrote: "other than the 1976 version, the 1967 execution has its basis more firmly in E Dorian. Over the I chord from the blues scheme the chord progression E-F#m-G F#m-G-F#m can be heard". But this was done too hastely. This progression concerns the intro only. Next the song actually continues in Mixolydian with the chord progression E-Am-E7-Am, while the bass alternates E and B per bar.

9. Why don'tcha do me right

"Why don'tcha do me right" is a third version of this song, with all three versions coming by in the Paul Buff section of this study. In 1967 it got the characteristic fuzz-tone bass line. Its first recording has been kept in the Paul Buff archive. Another jam-like version got released by the ZFT on "Joe's XMasage". It's the second bonus track on the CD, originally being the B-side of the "Big leg Emma"

10. America drinks

"America drinks" and "America drinks and goes home" are variations upon each other. The notes of the main melody are mostly the same, but the rhythmic set up is quite different. The first one is very irregular with many syncopic phrases. What's confusing listening to it, is the deliberate inequality between the parts regarding their timing. When it's done emphatically I also show it in the transcription (like bar 1, the difference between the bass and the singers, or bar 8-9, the difference between the two singers). But there are also minor inequalities at various points where this isn't notated specifically. It's utterly bizarre to perform a song in this manner. The melody itself is rather complicated. Bars 1-7 contain an entirely chromatic movement. The chord progression is Gm-Gb-F. From bar 8 onwards you can recognize parts of changing scales without clear key notes. The bass mostly supports the melody, but in bars as numbers 15-16 it's going its own way.
In "America drinks and goes home" the rhythm is more normalized towards swing time (the score of this version is included in the FZ Songbook Vol. I). It's remindful of cocktail lounge bars, with a singer and a little jazz combo. The singer is addressing himself to individual members in the audience that he knows personally. There's the talking of the people in the bar and the sound of a cash register all through this song. As it comes to the title and the atmosphere this song can be considered to be social criticism upon the habit of people to get drunk in the evening. Zappa himself played a couple of months in a lounge band - as the guitar player of Joe Perrino and the mellotones in 1961 - and came to hate it. Regarding the music it's more taking lounge music a step further than a parody upon it.

America drinks, opening (midi file).
America drinks, 1:19 through 1:29 (midi file).

America drinks, opening (transcription).
America drinks, 1:19 through 1:29 (transcription).

Art Tripp At point 1:19 of "America drinks" this song jumps overnight into a section of Vaudeville music, in all probability played at double speed on record. It's an example of polyrhythms. The first theme is in 4/8, the second one in 3/4. Through both meters the bass is playing a repeated figure in 8/8, subdivided as 3/8 plus 5/8 (as indicated in the transcription). The bass is immediately starting this figure during the pick-up notes of the lead melody. It needs a good sense of timing with only the ticking of the eighth notes by the drums to keep everything equal.
Doing such polyrhythms became part of the routines the Mothers did during improvisations. Zappa would direct such improvisations via special hand indications. He would do the normal baton type conducting, but the Mothers had also developed a set of hand symbols for specific purposes. An easy one to understand for the public was pointing a finger up to hit a high note and a fist drawn down to play a low note. For the polyrhythms Zappa would for instance hold five fingers up pushing it forward two times to indicate to someone to play in 5/8 in this tempo (as One-two, One-two-three). To the right Art Tripp indicating 5/8 as Zappa would do it, taken from the Frank Zappa and the Mothers of Invention in the 1960s DVD (Sexy Intellectual Productions, 2008). See 1h:23m through 1h:26m on this DVD for this topic. Someone else could be playing in 4/4 at the same time, thus you can create something as what's going on during the second half of "Toad of the short forest" on "Weasels ripped my flesh", where Zappa is explaining to the audience in what meters the various band members are playing.
Zappa re-arranged "America drinks (1976)" for a band including a brass section adding a newly composed section to it. See the Zappa in New York section for an example from this version.

11. Status back baby

All through his career Zappa had a collection of unreleased compositions in stock, that could stay there for years before being released on albums. Some songs only got released postumely via ZFT releases. "Status back baby" was originally intended for the "I was a teen-age maltshop" opera. I'm dealing with the two available versions of this title in the Mystery disc-Projects section. They have the same lead melody, but the manner the accompaniment is handled, goes pretty differently. The reference to Stravinsky's "Petrushka" happens at the end of the interlude (1:53-2:07).

12. Uncle Bernie's farm

"Uncle Bernie's farm" and "Son of Suzy Creamcheese" are the two more accessible songs from "Absolutely free". "Uncle Bernie's farm" has two repeated themes and two side-themes, next to a small intro. The repeated ones are in A Dorian and D Mixolydian, respectively present in bars 1-2 and bars 3-7 in the example below. In bar 8 a side theme starts, that is indecisive about what scale it's using. The tonic is clearly C, but B/Bb and E/Eb are used next to each other, even through each other. This amount of liberty is normal in Zappa's music and coming by quite more often in this study.

Uncle Bernie's farm, 0:40-1:05 (midi file).

Uncle Bernie's farm, 0:40-1:05 (transcription).

As noted on page 175 of the Ludwig study, Zappa frequently uses additional vocals and musical effects to comment upon the lyrics of the main part. In case of "Uncle Bernie's farm" he mentions:

Main text:Comment:
- There's a bomb to blow your mommy upLaughter in the background
- A bomb for your daddy tooOutch!
- A case of airplane glueVocal hiss
- A hungry plastic troll ...Smacking sounds
- There's a little plastic "Congress" ...Voices in the background
There's a multitude of such instances. Just three more examples from this study:
- Can't afford no shoes:
Have you heard the news? Comment: News, what news?
- The groupie routine: autohorn.
- Lonesome cowboy Burt:
All my friends, they call me Burt. Comment: Hi Burt.
- Artificial Rhonda:
Do you come here often? Comment by Thing-Fish: Yauw!
Thing-Fish is in effect commenting through most of "Thing-Fish" when he's not singing himself. Another quite obvious example is the bar environment of track 15 below, "America drinks and goes home", with audible cash registers and people talking all through.

13. Son of Suzy Creamcheese

The score of "Son of Suzy Creamcheese" can be found in the "Frank Zappa Songbook vol. I", pages 65-68. This song also has a regular two-themes structure, each theme being repeated a couple of times (no side-themes this time). Both themes are brief, causing the song to be short too. The example from below is the opening of this song.

Son of Suzy Creamcheese, opening (midi file).

Son of Suzy Creamcheese, opening (notes).

Harmonically this piece is written as a chord progression with the bass being part of these chords, thus without pedal notes. As it comes to the voicing of these chords, the album version goes slightly different from the piano arrangement of the Songbook, with a small degree of improvisation on the album. Apart from that, there are hardly differences. Theme one begins suggesting A Mixolydian. Theme two ends more clearly in E minor with a classical type of coda: IV-V-I. Theme two knows one bar in 4/4 and a second one in 9/8. It gets repeated like this twice, but the third time it ends with a rhythmical variation upon this with the 9/8 bar being split up into three augmenting bars, 4/8 + 5/8 + 6/8. The song ends with a final bar with only a chord, functioning as a deceptive cadence. It's an Asus2 chord. Instead of confirming the E minor tail from theme two once more, it jumps back to the A Mixolydian tonality of theme one.

14. Brown shoes don't make it (1967)

"Brown shoes don't make it" has become a classical Zappa song, because it's such an elaborate example of Zappa's habit to bring different styles together in one song. The song has a multitude of themes, which are played after each other in a medley-like way, where the changes from one theme to another are abrupt, but without losing an overall structural idea. Most sections use various scales, but without a clear use of keynotes. "Brown shoes don't make it" has appeared on CD in two versions: the original studio recording and a life version, which has appeared on "Tinsel Town Rebellion". The latter was released in 1981, but this version for stage performance must have been in use much longer, because it's the version that Ian Underwood has transcribed in "The Frank Zappa Songbook vol. I" of 1973. The differences between the two versions are mostly in the instrumental passages.

General structure with starting time indication:

a) 0:00. Opening with a rock 'n roll riff in F sharp Dorian with the chord progression I 7th - IV 5th.

Brown shoes don't make it, opening (midi file).

Brown shoes don't make it, riff (notes).

b) 0:20. The riff changes overnight into a section with straight rhythms in a 4/4 movement. It starts with a sequence that is chromatically repeated instead of within a key. Thus the key changes with every bar using a different scale (the 5 bars "tv dinner by the pool" till "he's a bummer"). The scales, when taken as major, are in following order C, D flat, C, B flat and A. With "smile at every ugly..." we get to one of the tempo changes in the song.

Brown shoes don't make it, opening melody (notes).

c) 0:52. Back to the rock 'n roll riff.

d) 1:22. Section with straight rhythms in a 3/4 movement. The scales keep changing and in three bars the melody gets atonal ("On a rug ... and drool").

e) 2:07. This section is followed by a larger atonal intermezzo. The references to modern music on "Absolutely Free" have often been mentioned, most notably a quotation of one of the opening motifs from Stravinsky's "Petrushka", that can be heard in the middle of "Status Back Baby". This part is a reference to serialism with the twelve-note string of the "Waltz for guitar" from the Zappa's teens section being re-used. In this case it's not a strict 12-note piece anymore however, because the string is used with a lot of liberty and additional notes. Below is an example of the re-use of this string. In the Songbook it's notated a minor second higher than in the "Waltz for guitar" and the first "Absolutely free" recording.

Brown shoes don't make it, opening of the atonal intermezzo (midi file).

Brown shoes don't make it, fragment (notes).

(In the first edition of this study, the "Waltz for guitar" example wasn't included nor had I noticed the similarity. I gave some examples of the returning C, F sharp, C sharp plus D, and A flat movement, which turns out to be 9-12 and 1 of the string).

f) 3:03. After the intermezzo starts a block with themes in various swinging rhythms. See "Brown shoes don't make it (1981)" from the later Tinsel Town Rebellion album for three examples from this block.

g) 6:06. Back to the straight rhythm in a 4/4 movement. The bars "tv dinner by the pool, I'm so glad I finished school" are repeated, indicating the coming closure of the song.

h) 6:45. Instrumental coda.

Zappa often liked to bring changes in a sudden way, not only during a song but also from one song to another, where instead of the usual fading out or playing of a closing chord at the end of a song, he just cut it off and let the next song begin without any pause between the songs. For the song's instrumentation Zappa uses different groups of amplified and acoustical instruments. He called this combination of instruments his electronically amplified orchestra. He continued to do so in his career, the band including at least six members and sometimes more than ten. These bands are using various combinations of amplified and acoustical instruments, differing from time to time. Next to a drummer the band almost always included a percussionist. The latter not only for additional rhythm, but also with an explicit role for playing melodies.

15. America drinks and goes home

The score of "America drinks and goes home" can be found in the "Frank Zappa Songbook vol. I", pages 62-63. It's a variation upon track 10, that I've described above. Zappa himself has referred to this song as using the II-V-I progression, a progression he claimed to dislike. Only roughly this progression can be recognized. The song modulates all the time and it can only be interpreted as II-V-I when you're allowed to skip chords or add different chords, both in the piano reduction from the Songbook and the actual performance on record. An attempt to recognize the progression has also been done by Brett Clement. The example below includes bars from all three angles.

America drinks and goes home, 0:04-0:20 (midi file).

America drinks and goes home, opening (score/transcription).

The first thing that you can see here is that the album version goes pretty different from the Songbook. The most notable differences are:
- While the Songbook is precise about the chords, on the album people are playing freely through the scales.
- In bar 4 the singer hits upon an A while on the album the singer uses a B (natural).
- The Songbook prescribes perfect triplets. On the album this isn't the case.
- Bar 8 from the Songbook stays in D, while it briefly evades to Eb minor on album.
Bars 1-2 are a little intro in C Mixolydian. You've got people talking in the background all through this song, as if it's recorded in a crowded bar. Bars 3-5 form a sequence. A phrase gets varied upon while its starting point is chromatically moving downwards. The scales being used on album are G Dorian, F# Dorian and F. Bar 4 seems to contain writing errors in the Songbook version. The G7 guitar chord must probably be Gm7 and the Bb should be an A. One might call the harmonies of bars 3-5 just I or I-V-I. Within the context of II-V-I it would mean that the II chord is skipped. This II chord does appear during bars 7-10, that are in D. Bar 7 on the album and bars 7-8 in the Songbook are using II. On the album bar 8 begins with what you might call V (Brett indicates the harmony as A7). Beats three and four are using chromatic passing notes. The chord/scale at this particular point could be called Ebm#7 or Eb minor (the variant with the augmented 7th). This isn't happening at all in the Songbook. Since the Songbook is official material, playing it like this should be seen as a permitted version too.
So it's II-V-I with some liberty. Situations like this are also happening during theme II from "Lemme take you to the beach", "Bobby Brown", "Babette" and the instrumental opening from "Baby take your teeth out" (II-V-I with an additional chord). In the Real Frank Zappa book he calls this progression a hateful rule from harmony classes, the essence of bad white-persons-music. Personally I think Zappa is both being unfair to the quality of some of his own songs as to the intentions of (traditional) harmony. These aren't rules in an absolute sense, that is you can find non-resolving chords with all classical composers. It's also nonsense to say that all classical music got commissioned and thus had to follow the rules. Many of Bach's best works were written, and sometimes printed, at his own initiative. As it comes to conventions you can find simple traditional music in his own catalogue too. See for instance "Babette" from the YCDTOSA section. That one is a simple love song, that one might try to explain away as a parody. But there's a large number of easy going love songs in Zappa's catalogue, by himself or as covers. In my opinion too many to call these parodies.

The big squeeze

"The big squeeze" is a tune Zappa recorded for a commercial, that got broadcast in 1967. Its basis is a sung melody in D. Most instrumental parts are odd and irregular, sounding as frog and duck quacks. So the whole becomes chromatic. Dick Barber supplied the electronic mutated snork the tune begins with. Other embellishments are coughs and percussion elements as well as a more regular sounding trumpet. The whole sounds quite funny. The example below is a fragment of seven seconds from the beginning of this tune, that lasts 43 seconds in total.

The big squeeze, 0:01-0:07 (midi file).

The big squeeze, 0:01-0:07 (transcription).

In the "Lost episodes" booklet Zappa gets quoted, explaining: "This is the actual track for a Luden's Cough Drop commercial that won a Clio Award in 1967 for Best Music for a Commercial. A freak in an ad agency who was an animator, Ed Seeman, who came to the Garrick Shows, did the pictures and recruited me to do the music. I went along with it. The commercial shows a squiggly white thing that's supposed to be the cough wriggling around. A box of Luden's appears on the left side of the screen, like a monolith, and squashes it."
This commercial is available on YouTube (, image to the right. Ed Seeman is posting in the comment section: "In 1967 I hired Frank Zappa for $2,000 to do the sound track for this animated TV commercial that I was animating and producing. It won a Clio Award for "best use of sound". It was the beginning of a two year relationship that had me filming 14 hours of footage to be used for a film he called "Uncle Meat". See the Lumpy Gravy section for a sample.

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