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

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On the "Uncle Meat" album sleeve Zappa informed us about the "Uncle Meat" movie, that we probably would never get to see, stashed away in his basement. The unfinished movie kept lingering around in his mind however. When videos presented themselves as a new sellable medium in the eighties, an opportunity to return to the project was offered. In 1982 some additional taping was done and in 1988 it finally became publicly available. Zappa wasn't satisfied with only the video and wanted to incorporate the movie in the CD as well. "Uncle Meat" thus became a double CD including 40 minutes of dialogues and a new song, "Tengo na minchia tanta", recorded during the 1982 session. The concert parts, included in the movie, were among others the little play from the gig at the Royal Albert Hall from 1968. About 70 minutes of this concert, including the play, were released in 1993 as "Ahead of their time".


Prologue (1968)

For the occasion members of the BBC Symphony Orchestra were hired to play several modern chamber music pieces. Various material from these tracks would later re-appear in the scores for "200 Motels" (the album) or "200 Motels - the suites", as well as "Bogus pomp", though in much different forms. "Prologue" has "Bogus pomp" added to it between brackets in the CD booklet. 0:00 through 0:20 and 1:42 through 3:06 would indeed get incorporated into "Bogus pomp". The part in between was thus new unreleased music when "Ahead of their time" got released, possibly played only once during a concert. Very likely the scores used in 1968 have been kept in the ZFT archives.

Prologue, 1:27-1:38 (midi file).

Prologue, 1:27-1:38 (transcription).

The section above is a smaller example of such modern chamber music, played fast on piano, with some clarinet contribution and possibly a second piano. Bars 2-4 feature stacked fourths, also characteristic of the "Uncle Meat" main theme. You might call it fragmented diatonic material or atonal altogether. Bars 6-11 contain a chromatic sequence. Bar 12 is the start of the transition towards one of the "Bogus pomp" themes. As a title "Prologue" also exists as the opening track from "Thing-Fish" from 1984.

Like it or not

Roy Estrada "Like it or not" would become integrated into "200 Motels" in its entirety as it is, split into two sections and part of new titles. Its score is thus included in the list of scores currently available for rent at Schott Inc. So transcribing it is kind of useless and I've limited myself to a few bars. This exact performance is also available on "The mystery disc" as "Piece one". A different version of the part from 1:00 onwards is present on "YCDTOSA vol. V" as "Piano/drum duet", where the example below can be heard between 0:27 and 0:36. The latter title was recorded in 1969 at The Ark with Ian Underwoord and Art Tripp playing electric piano and percussion, thus without the clarinet part. The 1968 score of this particular section returned once more during "Redneck eats" from "200 Motels". On this last track between 1:32 and 1:42, again without the clarinet part.

Like it or not, 1:18-1:28 (midi file).

Like it or not, 1:18-1:28 (transcription).

This little outtake is from the section where a piano and percussion are playing, like above with some additional clarinet notes. It's deliberately irregular, all atonal with mostly dissonant chords. Rhythmic variation is achieved by meter changes and a quintuplet. The percussion part is transcribed roughly without much details.

Stills from Uncle Meat, the movie. Above: Roy Estrada as the Mexican pope and Ian underwood at the piano. Below: members of the BBC Symphony Orchestra on stage with the Mothers.

The rejected Mexican pope leaves the stage

Next is a section from "The rejected Mexican pope leaves the stage". I could use page 1 of the piano/celeste part of the original score in Zappa's handwriting, that I recently came across on the net as to be auctioned. Below it's complemented for the chamber ensemble, playing it on this occasion.

The rejected Mexican pope leaves the stage, section (midi file).

The rejected Mexican pope leaves the stage, section (score/transcription).

0:00  Zappa speaks through his megaphone: "The rejected Mexican pope leaves the stage". The players on stage boo the Mexican pope.
0:03  Bars 1-6. These bars correspond with the opening of "Dance of the just plain folks" from the later "200 Motels" scores (see the Fillmore East, 1970 section of this study). Apparently Zappa changed the meter notation for bars 1-2. In the piano part it's 3/8. In "Dance of the just plain folks" this got divided as 4/8 plus 2/8 (actually 4/4 plus 2/4, with another time unit), after which also this version continues in 3/8.
0:12  Bars 7-10, being a repetition of bars 1-4.
0:19  Bars 11-21. Variations upon the material from bars 1-10.
0:36  Bars 22-23. At this point the midi file and the complemented score from the example from above start. This whole section is specific for "The rejected Mexican pope leaves the stage" and got skipped for "200 Motels". The differences are that many that Zappa chose to have the tracks on "Ahead of their time" carry their own titles. It indeed functions very well as a play, independently of its later context in "200 Motels", especially when you're watching the "Uncle Meat" movie as well. These two bars are a different arrangement of bars 3-4. The piano has been replaced by a celeste, playing the same notes. The harmony part is filled in quite differently. Especially on ticks 5-6 of bar 2 it's getting pretty dissonant (I'm not positive about each note in the transcription, but the dissonance is clear).
0:38  Bars 24-25. Rhythmic variations around these two dissonant chords. The brass section is playing harmony notes.
0:42  Bar 26. Now the piano returns with a string of ten eighth notes, divided over two parts. So far the piano and celeste were playing their two parts in parallel octaves, but now the intervals between the parts start varying:
- The notes of the first four ticks are all played as augmented fifths.
- The fifth tick is played as a fifth.
- The sixth tick is played as a major third.
- The seventh tick is played as a tritone.
- The eighth tick is played as a major third.
- The ninth tick is played as a fifth.
- The eighth tick is played as a major third.
BBC Orchestra members Both piano parts are moving up and down in the same directions in an irregular way. So this is about shifting harmonies.
0:45  Bars 27-28. A broad sustained chord, fading out. The drums/percussion part is articulately playing in 5/8.
0:50  Bars 29-36. This is a larger section with 5/8 and 4/8 bars alternating. The players are counting the beats aloud. Possibly Zappa had some choreography in mind for these bars when he wrote them, but this is not happening during the "Uncle Meat" movie. Bars 29-32 form a sequence: the short melody/motif of bar 29 gets varied upon three times. During bars 33-35 brass instruments are playing their own melody lines. In bar 36 the little melody of bar 29 gets varied upon one more time.
1:06  Bar 37. The meter changes to 7/8 and the brass players are taking over with thirds and fourths in the descant and various harmony notes.
1:10  Bar 38-39. The meter changes again. These two bars form a resting period with playing around the progression E - Esus4 with D as a pedal note beneath it. It's one of many examples showing that Zappa loved the sound of extended chords. While the example so far has been atonal, you are here having a brief diatonic intermission in D (major or Mixolydian).
1:16  At this point the example from above stops, so only the outlines of the remainder are briefly sketched. The ensemble continues with modern atonal music.
1:21  Now sections from "200 Motels" can be recognized again. As already said in a much different form.
2:02  Saxophone improvisation by Motorhead Sherwood.
2:21  The ensemble interferes.
2:52  Zappa speaks through his megaphone: "Undaunted, the band plays on".
2:54  End.

Undaunted, the band plays on

Sections from the previous track return during "Undaunted, the band plays on". Like the previous two titles, this track is free atonal music. Bars 1-4 from the example below contain a figure played twice. Bars 2 and 4 could be called an arpeggio, led over various instruments (piano, trombone and horns).

Undaunted, the band plays on, 1:47-2:08 (midi file).

Undaunted, the band plays on, 1:47-2:08 (transcription).

Next a high descant melody ensues, played by the hobo and violin. It gets accompanied by the piano. Bar 7 contains two piano chords, of which the individual notes are a bit difficult to discern. As I'm hearing the second one involves dissonants. "Undaunted, the band plays on" is also available as part of "Piece two" from "The mystery disc".

Agency man

"Agency man", about how to promote a president to the voters, precedes it. It's a piece you might call a pastiche, opening with Don Preston improvising a cadenza on a concert piano over the central theme. He keeps playing piano when the first theme starts, using several style elements from classical piano concerts like arpeggio's, tremolos and ornaments.

Agency man, section (midi file).

Agency man, section (transcription).

This first theme in C is in a straightforward waltz rhythm, the second is a simple march, giving the instructions for the president's campaign speechwise singing.


The first half minute from "Epilogue" is presented below. It has a tempo change for the second theme, at the part where the meters keep changing. In bars 1-6 4/4 and 6/4 are used as meters, while the scales keep changing.

Epilogue, section (midi file).

Epilogue, opening (transcription).

In bars 6-10 all meters are different and odd-numbered. The scale here however is constantly Ab. In his discussion with me Brett Clement calls it Db Lydian. There is a Db pedal in bar 4, but it doesn't get maintained, nor does it return. "Horizontally" one might say bar 5 is step II from Db Lydian and bars 6-10 are step V. But vertically bars 6-10 are stable upon Ab. See the next section for the terms horizontal and vertical.

Part of the plot of the play is about the three "talented members of the group" thinking about forming a group of their own with a lot of discipline. These talents concern musical education, reading sheet music and the ability to perform the modern music as included in the CD. These three members were Bunk Gardner, Art Tripp and Ian Inderwood. In 2022 I wrote Art Tripp if he could answer some questions for inclusion in this site, among others regarding scores:

Q. Little is known about how the band learned new songs. Did Zappa use demos, did he play it for you or were there normally scores?
A. There were almost always charts. I don't recall Frank ever demonstrating or teaching a part to anyone. For most of the drumming I played pretty much what I wanted. In the more formal chamber pieces there were drum charts. And of course all mallet parts were in score form.
Q. Most scores, that you can find on internet, stem from the seventies. Apparently Zappa handed over handwritten scores that band members could keep. Do you have such scores?
A. I have a couple stored away somewhere.
Q. I've noted that the actual recordings often deviate a little from the score, with adaptations made on the spot, making scores a collection of different versions by themselves.
A. Yes, it was not unusual for Frank to make changes. Naturally if he had the band play his scores for the first time so that he could hear them, there were often changes made. In the earlier days Ian Underwood was a huge help to Frank. Frank couldn't often play what he had written, so Ian would play it through on the piano so that Frank could hear it.
Q. Are there musical elements that you consider typical or maybe even unique for Zappa?
A. Frank refused to compose anything that was commercial or popular sounding. And if he did he'd add elements that made it unplayable on commercial radio. TBH I doubt that he could write something for a popular audience. That's much harder to do than you'd think. Much of his music was very open and airy sounding in a unique way, I suppose mostly because of his use of modal scales and avoidance of thirds.
Q. The Mothers are playing "No matter what you do" on the "Tis the season to be jelly" bootleg. This title starts with a catching riff. It looks like Zappa didn't consider himself the writer of that riff. Do you have any idea where that riff comes from?
A. No I don't. I didn't join until after that tour. If he used a cover it was undoubtedly in sarcasm. Bunk, Don, or Roy would probably know where the riff came from.
Q. In 2009 Brett Clement came up with a Lydian theory for Zappa's instrumental music, claiming that Lydian is the central scale in Zappa's diatonic instrumental music [etc., this wasn't really a question, leaving it optional to Art to react].
A. I've never studied the tonalities of Frank's music, but he made wide use of modal scales. I'm sure there were Lydian, but I'd guess there were also Dorian, Mixolydian and Aeolian as well. The reason could be as simple as modes that were laid out simply on the guitar, or certainly on the piano. Since he was not a pianist he probably pecked away at patterns that were easy to play. In "King Kong" for example the main melody is all on the black keys of the piano, giving it almost a pentatonic sound. After all these years I still have some of his melodies running through my head, but I usually don't remember the titles. Incidentally he was a big fan of sea shanties. He wrote a few, and one can hear their influence in some of his melodies.

Other tracks from Ahead of their time

Ahead of their time CD cover - "Holiday in Berlin": see the Movie scores section for the "Burnt weeny sandwich" studio version.
- King Kong (live): see the previous Uncle Meat section and below for the themes of this song.
- "Help, I'm a rock": see the Freak out! section for the 1966 studio version.
- "Transylvania boogie": see the Chunga's revenge section (including this specific live version).
- Pound for a brown - Sleeping in a jar: here these two pieces are played after each other as "The string quartet". They are also played on "Uncle Meat", where the link to Zappa's teens is included for examples.
- The studio version of "Let's make the water turn black" first appeared on "We're only in it for the money". Another live version is included in the Best band you never heard in your life section.
- The orange country lumber truck: see the Weasels ripped my flesh section for a small outtake from the guitar solo.
- "Oh no": see the Lumpy gravy section for the 1967 studio version.
To the right an outtake from the elaborate Cal Schenkel drawing for the CD, referring to the law suit between Zappa and former members of the Mothers of Invention. The argument concerned their royalties when Zappa started releasing material from his tape archive.

Would you like a snack? (1968)

Around 1967-8 Grace Slick from Jefferson Airplane contacted Zappa if he would be interested in producing one of their albums. He had too many obligations to comply, but their contacts resulted in them recording a song together for their upcoming "Crown of creation" album. At the time this song didn't get actually included, but it did get released on the "Jefferson Airplane loves you" compilation set from 1992 and the 2003 CD re-release of "Crown of creation". It's titled "Would you like a snack?" after the lyrics.

Would you like a snack? (1968), 2:10-2:20 (midi file).

Would you like a snack? (1968), 2:10-2:20 (transcription).

Grace Slick improvised these lyrics over a piece of modern music by Zappa. Her vocal parts got recorded in at least two sessions, so she could overdub herself. The instrumental parts are related to the "Like it or not" track from above, even having a few bars in common. Part of it is atonal while the piano part at the end is diatonic. The example from above is an outtake from this diatonic end. It doesn't have a tonic over a longer period, though one might call the piano part from bars 4-9 from the example G Lydian. The meters are my notational choice and the percussion part is indicated without much details. Zappa would also include a song called "Would you like a snack?" on his 1971 "200 Motels" album, with which it has no relation. See the corresponding section for the latter composition.


Uncle Rhebus

In 1969 the band had been playing "King Kong" and "Uncle Meat" for over a year and for the The Ark concert of July 1969 Zappa decided the band should play it in a really weird manner. "Uncle Meat" was released in April 1969, so the audience may have understood what was going on. The band namely played these tunes simultaneously without attempts to adjust the themes to each other. So you get the effect Charles Ives always gets quoted for: the effect of listening to two bands approaching each other and playing different tunes. The track the ZFT released as "Uncle Rhebus" on their 2012 "Finer moments" CD partly overlaps with the "Uncle Meat/King Kong medley" from the "The Ark" bootleg from the "Beat the boots" series. Both contain this medley and the set-up goes as:

The Ark: Uncle Meat/King Kong

- 0:00  Introduction by Zappa: "King Kong? Well I tell you what... I think what we are gonna do is play Uncle Meat and then, uh, sort of sneak into King Kong from that. It would be your teenage medley of two".
- 0:25  Uncle Meat main title.
- 3:31  Uncle Meat outro, specific for this CD.
- 3:48  Drum solo.
- 6:06  King Kong main theme.
- 7:15  Solo over the Eb pedal from King Kong.
- 8:21  Theme #2 from King Kong => 0:00 on Finer Moments.

Finer Moments: Uncle Rhebus

- 0:00  Theme #2 from King Kong. For the 1968-9 tours the Mothers of Invention played a second theme on their King Kong performances. It can also be heard on Ahead of their time. This second theme is not related to the main theme from King Kong. It's both rhythmically and harmonically pretty complex. It starts in C Dorian for bars 1-4, continuing in C minor for bars 5-6. At the end of bar 6 it looks like Zappa might want to evade to Eb. Bars 1-4 are in regular 12/16. The theme first gets played unisono, next with the players following their own lines. Thus in bars 3-4 it becomes a chord progression. For bars 5-8 the meters and rhythm get more complicated. These bars contain strings of 16th and 32nd notes. I've included the drum beats in bars 7-8, so that the notation becomes better comprehensible. In bars 7-8 you get dissonant harmonies as C-Db-Eb-G in bar 7 and Db-Eb-F-G in bar 8. In these bars the scale has become Db Lydian.

Uncle Rhebus, section of theme #2 from King Kong (midi file).

Uncle Rhebus, section of theme #2 from King Kong (transcription).

- 1:16  Solo in Eb Dorian over bass vamp #1 (this vamp gets represented in the examples below).
- 4:02  King Kong/Uncle Meat medley. While the bass vamp #1 continues, Uncle Meat enters the picture. It comes in as if it were still in D as above on the Uncle Meat CD. But without the D bass pedal you can't actually call it D anymore. The Eb Dorian vamp belongs to the key King Kong is in. Uncle Meat changes scales a couple of time. Zappa could have transposed the opening of Uncle Meat to Db, so that it would be in line with Eb Dorian for its use of notes, but that would only work for the opening bars. While the Uncle Meat part follows the melodic notes of the original with an amount of freedom, the rhythm is here much irregular. It's an improvised jazz manner of playing this theme. By ignoring much of the rhythm of the bass vamp and using a different key, Uncle Meat sounds as a stranger here. Because of the distance of around two octaves between bass and descant, the dissonants don't sound that sharp for as long the King Kong lead melody hasn't entered the picture.
The second example below contains the second block from Uncle Meat. Here Uncle Meat and King Kong switch roles. The bass vamp, using only Eb-Bb-Ab, is now in line with the Eb major scale of this Uncle Meat section. So when the King Kong melody returns in bar 3, the effect here is that King Kong sounds as the stranger. Uncle Meat and King Kong now have a common tonic, so here you can say that Zappa mingles Eb major and Eb Dorian. Be aware of the notation in the two examples below. Uncle Meat and King Kong use their own different keys.

Uncle Rhebus, section #1 from the Uncle Meat/King Kong medley (midi file).
Uncle Rhebus, section #2 from the Uncle Meat/King Kong medley (midi file).

Uncle Rhebus, section #1 from the Uncle Meat/King Kong medley (transcription).
Uncle Rhebus, section #2 from the Uncle Meat/King Kong medley (transcription).

- 5:36  Outro of the medley.
- 6:39  Interlude with bass vamp #2 with a I-III-IV progression in Eb Dorian played over it.
- 7:09  Slower progression with I-IV-III-I. The soloing in Eb Dorian restarts.
- 7:34  The accompaniment turns into a I-IV alternation in Eb Dorian.
- 11:17 Riff like the one included in Didya get any onya (the first one from the Weasels section in this study). Playing this riff after a signal from Zappa was one of the routines the Mothers did. It could turn up at any moment.
- 12:01 A solo by Zappa, released as "Baked-bean boogie" on YCDTOSA vol. V (see the Weasels ripped my flesh section).
- 15:29 Music to be included in the later 200 Motels scores. This section also got released as an individual track on YCDTOSA vol. V, this one with the title "Piano/drum duet".
- 17:45 End.

Some ballet music

"Some ballet music" is a piece of modern music officially only available via the "The Ark" bootleg from the "Beat the boots" series. Seen its nature it must exist as sheet music. It centers around the wind and percussion section of the band with the flute playing solo for a while during the beginning.

Some ballet music, 2:58-3:06 (midi file).

Some ballet music, 2:58-3:06 (transcription).

Adapted and re-orchestrated sections from much of this title got later on incorperated into the "Greggery Peccary" score, written in 1973. A part is unreleased music otherwise. The example above is a small excerpt of eight seconds, played half-way. It's free atonal music, difficult to transcribe because of the constantly varying harmonies and recognizing which instrument is playing which notes. Elements that form a structure in it can readily be recognized as the similarity of movements, variations upon a motif (bars 3-5) and the melodic line in staff two, bars 6-7.

Zappa introduces this title during the end of the preceding song ("Big leg Emma") as:

"All right, let's get realistic now. You know and I know that the function of that number was just to provide some sort of warm-up trash before we do something heavy. Something a little bit harder to listen to, but which is probably better for you in the long run. The item in this instance, which will be better for you in the long run, and if we only had a little more space up here we could make it visual for you, is "Some ballet music", which we've played, uh, in most of our concert series in Europe. Generally in halls where we had a little bit more space and Motorhead and Kansas could actually fling themselves across the stage, and give you their teenage interpretation of the art of the ballet. I don't think it's too safe to do it here, maybe they can just hug each other a little bit and do some calisthenics in the middle of the stage."

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