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

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Fillmore East Zappa became impressed by Flo and Eddie's vocal abilities and gave them the central role for his next three albums. They went touring for two years as the eye catchers of the second line up of the Mothers of Invention. Recordings from these live performances are available on three CDs, "Fillmore East, June 1971", "Just another band from L.A." and a documentary like double CD "Playground psychotics". At this time the lyrics had for several episodes become the main dish with Flo and Eddie behaving like comedians. With these lyrics Zappa tried to entertain as well as shock his public, including disgusting sexual acts, a song about god on a sofa floating through the universe and a story about a mountain being drafted (the sofa episode can be found on "You can't do that on stage anymore vol. I"). They set the tone for his habit of describing sex in an unromantic pornographic way. The music during the dialogue parts of the live performances didn't have an important role, sometimes being no more than some vamping background accompaniment as in "Do you like my new car" or pausing a moment as occasionally done during "Billy the mountain". To the right the line-up of the 1971 band, playing at the Fillmore East. It's an outtake from the album cover, that is totally drawn/written in this manner.


1. Little house I used to live in (1971)

The Fillmore East version of "Little house I used to live in" is much different from the preceding "Burnt weeny sandwich" rendition, included in this study as "The little house I used to live in (1970)". It has a newly composed introduction and the main theme is instrumentated differently, as well as containing variations and different harmonizations. The first version gets dealt with in the Burnt weeny sandwich section. The second example below is a transcription of themes 3-4 by W. Ludwig. On the "Burnt weeny sandwich" album bars 44-65 are played between 2:51 and 3:39, corresponding with 2:34 through 3:18 on "Fillmore East". To a degree the introduction on "Fillmore East" contains variations upon this material:

The little house I used to live in (1971), 0:00-0:12 (midi file).

The little house I used to live in (1971), 0:00-0:12 (transcription).
The little house I used to live in, themes 3-4 (transcription).

- 0:00 The downwards line from bars 44-45, starting with A, can also be recognized here in bar one. In this case with an additional B. The melody follows A-B-A-G-F#-E-D-C. Also here the tonic is A, though the melody is following the A Dorian scale. Bar two contains a set of triads.
- 0:07 Some improvisations, at first continuing in A minor. The meter switches from 6/4 to 4/4. The first transcription below contains the opening bars of the 1971 version till Zappa joins in on guitar in bar 7.
- 0:24 The opening line returns.
- 0:32 Some more improvisations.
- 0:46 The melody from bar 1 returns, much slower and in a different rhythm.
- 1:06 The downwards line some more, now played really fast.
- 1:08 Figures, specific for the "Fillmore East" version.
- 1:38 The main theme from "The little house I used to live in" starts.

2. The mud shark

The mud shark interview On stage the groupie life became one of the themes, that gradually developed into something of a mini opera. The CD re-release improved the idea of a series of songs about the bizarre sex life of groupies, because the awkward way it was cut in half on the album could now be avoided. It's also better mixed. "The mud shark" sets off the opera with Zappa telling the audience about a video members of the Vanilla Fudge made about some unusual sexual behaviour. "Playground psychotics" contains "The mud shark interview" with Zappa asking a member of the hotel staff if they were aware things like this actually happened in their hotel (to the left part of the CD tracklist). Musically it's Zappa talking over a vamp. He would do that more often later on. Sometimes just regularly talking. Sometimes with a melody derived from enlarging the intervals of spoken language, or flattening sung melodies, depending how you look at it. Zappa called it meltdowns.

The mud shark, 4:17-4:45 (midi file).

The mud shark, 4:17-4:45 (transcription).

From 3:39 onwards the mud shark story is finished and the band continues singing the vamp as they are doing in bars 1-4 from above, staves 1-3. From bar 5 onwards the instrumentalists are joining in more explicitly, at first with a variation upon theme 3 from the previous song (see above). While "The mud shark" has been stable in E Dorian so far, these instrumental themes come in as a surpise by using a G#. It's a beautiful example of blending E Dorian and E Mixolydian. Right through each other, thus including the G natural-G# dissonance caused by it.

3. What kind of girl do you think we are?

"What kind of girl do you think we are?" is blues-based. It would re-appear years later on "Broadway the hard way", introduced by a couple of bars with striptease music. The opening of that particular version of "What kind of girl?" is included in the corresponding section, including the striptease music, not present in the 1971 version.

4. Bwana Dik

"Bwana Dik" is one of Zappa's songs in the tradition of "Brown shoes don't make it", where he's using many themes in different tempi, different keys and different meters. Of the original songs on "Fillmore East", this one is the most divers. It's the opposite of the two vamp-based pieces, "Mud shark" and "Do you like me new car", where the lyrics stand central.

Bwana Dik, section (midi file).

Bwana Dik, section (transcription).

The transcribed section goes as:
- Bars 1-7: slow variation upon the "Duodenum" theme as played at the end (tempo I, 4/4), now with lyrics. See the Projects section for the original "Duodenum" version. Just as "Duodenum" it's in E Dorian and it ends chromatically.
- Bar 8: one pick-up bar in 2/4 for the next theme in tempo II, faster.
- Bars 9-19: second block in 4/4 using varying scales. It begins with the chord progression C-D-E-F-G in exact parallels (bars 9-13), thus all five chords are major 5th chords. Bars 14-15 repeat the tail of this progression. Bars 16-19 are in C Lydian.
- Bars 20-22: instrumental passage in 2/2 with a string of 32nd notes. The tempo becomes a bit slower. The keyboard part has exact pitches. Flo and Eddie follow it loosely without lyrics, because the human voice can't be precise in this tempo.
- Bar 23-24: two pick-up bars in 4/4 for the next theme in tempo III, much faster.
- Bars 25-30: third theme block in 4/4. The melody here is built over a I-VII alternation in F# minor/Dorian. In bars 29-30 the tempo is held back a little.

5. Latex solar beef

Next are two examples in 4/4 where Zappa is using syncopes and triplets to make the rhythm within the meter more complicated. Whereas the main "Latex solar beef" theme has a regular rhythm, the accompanying figures are using syncopes on the fourth beat. In the first bar they set in a 16th before the beat and then divide the remaining time into two; in the second bar the "Mud shark" notes are played a 16th in front and after the beat.

Latex solar beef, opening (midi file).
Willie the Pimp (1971), Latex solar beef variation (midi file).

Latex solar beef, opening (transcription).
Willy the pimp (1971), Latex solar beef variation (transcription).

The "Latex solar beef" theme returns in a variation at the beginning of "Willy the Pimp". The first time "Latex solar beef" is played in B Dorian. The variation is in A Dorian. It's the same key as "Willy the Pimp" is in, thus making the transition go smoothly.

6. Willie the pimp (1971)

The slow main riff from "Willie the Pimp" (originally on "Hot rats") is in a normal rhythm. It neatly follows upon the "Latex solar beef" variation, introducing a solo in between the vocal parts. It's a fine solo and the bootlegs from this period (see the Beat the boots section) indicate that there were more of them. See the Hot rats section for more about "Willie the Pimp".

Willie the pimp (1971), theme (midi file).

Willie the pimp (1971), theme (transcription).

The bars above are in A Dorian, using the progression I-IV-III. "Willy the Pimp" is one of the two instances were Zappa changed his opinions on CD by leaving something completely out. "Willy the Pimp" now got a more normal ending and part II was removed, that is on the first Rykodisc CD edition, RCD 10521, which I'm following here. The other instance concerns the synthesizer ending of "I'm so cute" on "Sheik Yerbouti", which was shortened. The current ZFT edition, ZR3845, has part II resurfaced, bringing the number of tracks back to 12 instead of 11.

The original vinyl track list including "Willy the pimp part two" as the opener of side two.

7. Do you like my new car? - The groupie routine

Do you like my new car? "Do you like my new car?" is the largest section with the lyrics standing central. In order not to interfere much with what's going on, the accompanying vamp is deliberately kept simple. It's basically a I-II alternation in F# major or Mixolydian (the E/E# that makes the difference is (largely) absent). Howard Kaylan plays the role of a groupie, while Mark Volman represents a popstar. The other people playing can be either other groupies or band members. Howard's text is reproduced in staff 2 of the first example below and staff 1 of the second example. Mark is staff 1 in the first example. The "Do you like my new car?" example is the section that includes an instrumental passage in F# Mixolydian. It's not specifically written for this song, but follows upon instances of when the text goes as "... dick is a monster...". You can also hear it on "What kind of girl do you think we are?" and "Daddy, daddy, daddy" on the "200 Motels" album from the same year. Here it is played via quintuplets over a 2/4 meter. It follows the chord progression I-IV-VII-VII-[F]-[F#m]-I-I-I-VII-I. The F and F#m chords are added in as a chromatic passing through chords. This track re-appears as "The groupie routine" on the "YCDTOSA vol. I" CD from the eighties, recorded only shortly afterwards.

Do you like my new car?, background music, section (midi file).
The groupie routine, background music, opening bars (midi file).

Do you like my new car?, section (transcription).
The groupie routine, opening bars (transcription).

It shows that Flo and Eddie could keep changing the text of their parts while the general idea remained the same. Musically this version differs mostly from the "Do you like my new car?" version by letting the tempo of the vamp fluctuate. The opening bars in this case are in F# Dorian for bars 1-8, before the songs turns to the I-II alternation in F# major/Mixolydian, where it stays for the rest of the song. The metronome tempo of a quarter note can be:
- "Do you like my new car?": 110 (constantly).
- "The groupie routine" opening bars: 130.
- "The groupie routine" at its fastest: 240.
- "The groupie routine" at its slowest: 90.
As Zappa writes in the liner notes: "The 1971 band performed this routine every night, and every night it changed a little. This L.A. version has a few good variations in it." The two midi files above contain the instrumental parts only. The text in this case sounds too crappy in midi format to include it. The transcriptions give the complete picture.

Above to the right: Flo and Eddie at Pinewood studios, trying out the Do you like my new car? scene for "200 Motels". It didn't become a part of the actual movie. Source: The true story of 200 Motels.

8. Happy together

"Happy together" is the big hit Flo and Eddie had as lead singers of The Turtles, a song written by Binner and Gordon. Groupies belonged to Zappa's favorite pastime, but the folklore from "Fillmore East" is just as much or even more based upon what happened to The Vanilla Fudge and the Turtles after they got their "bullet" hit.

9. Lonesome electric turkey

"Lonesome electric turkey" is a collage with an outtake from a keyboard encore and experimental vocal sections. On the album cover Don Preston gets credited for playing the keyboard solo and at one point you can recognize a phrase from the "King Kong" theme (0:17 through 0:22), but being taken separate, you might ask if he shouldn't better have been co-credited as songwriter.

Lonesome electric turkey, 1:51-2:02 (midi file).

Lonesome electric turkey, 1:51-2:02 (transcription).

Don's solo, the "King Kong" part, is in D Dorian. The example above is the beginning of the experimental block. The D pedal continues. At first the other instruments are playing over it with relatively low volumes in a chromatic manner, kind of mysteriously. It's rhythmically irregular, touching upon a limited number of pitches. Next Don returns and the singers join in with glissando notes, swelling in volume.

10. Peaches en regalia

The live recording of "Peaches en regalia" on "Fillmore East" follows the studio version from "Hot rats" without major adaptations. Its opening is included in the Hot rats section. The main difference is the vocal parts by Flo and Eddie without lyrics. For his 1981 album "Tinsel town rebellion", Zappa recorded "Peaches en regalia" one more time as "Peaches III", this time with significant changes towards the end. See the corresponding section for this last version.

11. Tears began to fall

"Tears began to fall" is both regarding its lyrics and music the only mainstream pop-song on this album. This song was also released as a single with "Junier Mintz boogie" on its b-side. The latter song is otherwise unreleased, being a solo over one of the "Latex solar beef" figures vamping.

Tears began to fall, end (midi file).

Tears began to fall, end (transcription).

Its outlines go as:
- 0:00 Opening chord.
- 0:06 Chorus.
- 0:20 Verse.
- 0:27 Chorus.
- 0:33 Side-theme.
- 0:43 Chorus.
- 0:53 Side-theme.
- 0:57 Interlude along the chord progression from the chorus.
- 1:11 Verse.
- 1:24 Chorus with some guitar soloing.
- 1:52 Drum solo.
- 1:59 Side-theme, slowing down.
- 2:13 Chorus as outro.
- 2:45 End.

The transcription from above contains this outchorus. Bars 1, 5, 9 and 13 are solely using triplets, while the other bars are standard 4/4 with the quarter and eighth notes as time unit. This causes an effect of tempo changing with the bars with triplets sounding as if they go faster than the other bars. The notes example contains the theme played three times, where bar 1 can be seen as a pick-up bar. The chord progression is I-IV-VII-V in D Dorian with a chord per bar. The rhythm is straightforward 4/4 except for the syncopic transition the singers are making between bars 2-3 and 4-5. Next to Flo and Eddie you've also got Ian Underwood, Jim Pons and Bob Harris singing. I've used staves 1-4 to notate their melodies. As you can see they are most of the time not singing the same notes, something Zappa liked. He preferred chords over unisonity. In bar 10 the song modulates to B Dorian by transposing the bass and chord progression. The sung parts, however, don't get transposed literally with the same intervals, so this shape of the chorus can be seen as a variation (the chords get repositioned). The transcription ends at 2:35, after which the last 4 bars get repeated while fading out.


John LennonWhen Zappa was giving his three concerts at the Fillmore East in June, he was introduced to John Lennon and Yoko Ono, who had recently moved from London to New York. It was proposed that John and Yoko would do a guest appearance at the end of the late concert that day. Four pieces were prepared, a regular cover song called "Well" and three improvisations. The ensuing live jam session is more interesting because it's weird, than for its musical content. The first improvisation, named "Jamrag" by John and Yoko, consisted of John and Yoko stuff and Mothers routines, including Zappa's "King Kong" theme.


Scumbag The second one, "Scumbag", was another joint jam, this one around a vamp. The four bars vamp was made up of John chanting "scumbag" every two bars and a bass motif, played with several variations during this song. The vamp tends to dominate, but there's no use in listening to the "scumbag" line as if it were a lead melody, it simply won't change. The song gets better listenable when you devote most of your attention to what the other parts are doing. The score below might help; the "Scumbag" notes are only a minor part of what's going on in total. As composers of "Scumbag" Lennon, Ono, Kaylan and Zappa get jointly credited. Yoko is singing and squealing through all pieces and gets a chance to show what sounds her vocal chords can produce in the last improvisation, while John is feedbacking. It's titled "Au" by John and herself and "A small eternity with Yoko Ono" by Zappa.

Scumbag, 1:03 till 1:15 (midi file).

Scumbag, 1:03 till 1:15 (transcription).

Fillmore East The next day it was agreed upon that both would release a version of their own on their upcoming albums and Zappa gave John a copy of the tape. John and Yoko included this live jam as a bonus on their 1972 double album "Some time in New York City". It's a political pamphlet with so-called protest songs, half of them by John, half of them by Yoko. It sold poorly for Lennon standards. Whereas Zappa had parodied the Sergeant Pepper album sleeve of the Beatles, John now parodied Zappa's Fillmore East cover on his turn, writing all over it in red. Zappa may have liked this, but he wasn't amused by that he didn't get co-credited for "Jamrag". On the recent 2005 single CD issue Yoko appears to have skipped most of the jam, the double CD is the original version. For contractual reasons Zappa couldn't bring out his version that year. It only resurfaced in 1992 on "Playground psychotics". "Jamrag" got split into "Say please" and "Aaawk", leaving out the "King Kong" theme. The mix of Zappa's "Scumbag" is quite different from what John's producer Phil Spector did. The guitars aren't in the foreground no more and Howard Kaylan, who was almost mixed out, is back in business.

- Yoko Ono, John Lennon and FZ.
- Tracklist of the sequence with comments (Playground psychotics CD, drawn by Cal Schenkel).
- Fillmore East cover by Cal Schenkel with additions in pink by Al Steckler, John and Yoko.
Source: Some time in New York city CD booklet.


"Some time in New York City" is an album you can afford to make when you're already rich and famous, when there's no record company executive trying to obstruct things because it's less commercial. The same applies to Zappa's "Playground psychotics". To quote from the liner notes: "This album moves beyond mere rock 'n roll into the dangerous realm of social anthropology. It offers to younger musicians the chance to participate vicariously in the touring world of the early 1970's (way back when it was still fun to do)". And that is exactly what this double CD does. If you go along with Zappa's intentions it becomes enjoyable. Nearly half of the material is made up of takes from recorded conversations, while being on the road. The combination with music from three shows works well for building up a documentary and if things had been filmed as well it would have been nice to have on DVD.

Brixton still life

Musically there's little news. The jam with John Lennon from above is on it, some collages and several known pieces, that don't differ much from their original releases. Included are two solos, one on keyboard during "Billy the mountain" and a guitar solo by Zappa called "Brixton still life". It starts over a pedestrian beat on D, the key thus being D Mixolydian. After 50 seconds the bass player sets the meter to 4/4. It is from this point onwards that the transcribed section from below is taken.

Brixton still life, 0:50 till 1:20 (midi file).

Brixton still life, 0:50 till 1:20 (transcription).

"Playground psychotics" was constructed in 1992 when Zappa was severely ill. It must have taken quite some time going through the recorded conversations, but I have the impression that more could have been made of the music if Zappa would have had more time. I don't know to what extent the concerts got recorded, but there are some things on the bootlegs from this period, that I personally would have welcomed on this CD. See the previous section for three examples. There's also a "Go to the club..." intro to the groupies opera on "Tengo na minchia tanta". The official version of this song can be found only on the movie version of "200 Motels" at about 1h:12.

Once upon a time - Sofa (1971) - Divan

Divan The touring with Flo and Eddie ended abruptly in December 1971 with disasters for the band. At a Montreux gig in November the concert hall took fire and the touring equipment got destroyed. Worse, Zappa got thrown off a stage in London the next month, where he had to be taken to a hospital with both legs broken. Zappa was forced to recuperate at his home in L.A. Indirectly this meant the end of The Mothers of Invention in this set up.
The last piece Zappa had been working on for this specific band was a series of songs that fans gave the name "The sofa suite". In 2011 the ZFT released "Carnegie Hall", including this series of songs, giving it the name "Divan" after its closing track. Till then it could only be heard in its entirety on the "Fire!" bootleg with the Montreux concert on it. The suite is made up of "Once upon a time", "Sofa", "Stick it out" and "Divan". The first two songs are present on "You can't do that on stage anymore Vol. I". "Stick it out" became part of "Joe's garage" from 1979 in a different context, thus released eight years after it was written. "Divan" can be found on "Playground psychotics". Scattered around in this way the original story can't be detected anymore in Zappa's own releases. Parts of the spoken monologues are left out on these CDs, so even when you play these songs as a sequence, the intentions of the songtexts remain vague. Zappa had the text typed out as a play or script in combination with "Billy the mountain". A copy got auctioned at in 2009, from which the sample to the right is taken. The same as with the two previous plays (the groupie opera and "Billy the mountain"), "The sofa suite" is made up of sections where the lyrics stand central and parts where the music takes the lead. "Once upon a time" and "Divan" are the textual sections, both using a vamp. The "Once upon a time" vamp is in C in 12/8 time. In the transcription it's represented by staff 4 in bar 1. At this specific point the chorus is singing in German over the vamp ("Gib zu mir etwas fürs Bodenbelag unter diesem fätten fliessenden Sofa"). They are singing in three parts, forming a joint harmony progression. Most of the time however the band members are talking and speechwise singing. In bar 3 Zappa responds speechwise, translating the previous German sentence ("And of course, ladies and gentlemen, that means give me a bit of flooring under this fat floating sofa"). The "Divan" vamp is chromatic; it can't be assigned to a specific key. Its lyrics are partially in German and really weird. The chorus represents the vamp, whereas Zappa is speechwise singing. If I'm not mistaken, the transcribed section contains part of the following text block:
- Chorus: Laken von gebratenem Wasser.
(German for sheets of fried water.)
- FZ: Sheets of dry wall and ruffing.
- Chorus: Laken von dry wall und roofing.
- FZ: Sheets of large deprived Rhumba.
- Chorus: Laken von riesigen tief-gebadenem Rhumba.
(German for sheets of giant deeply-bathed Rhumba.)

Once upon a time, section (midi file).
Sofa (1971), opening (midi file).
Divan, 0:50 till 1:08 (midi file).

Once upon a time, section (transcription).
Sofa (1971), opening (transcription).
Divan, 0:50 till 1:08 (transcription).

Of the various "sofa" executions the two of its first release on "One size fits all" (1974) are relatively homophonic (except for the example as included in the One size fits all section). The "In New York" version contains the counterpoint figure as described in the Weasels ripped my flesh section of this study. This 1971 one allows much more freedom for the keyboard players. Bars 1-7 are specific for the original 1971 performance; they fit in well with the comedy character of the shows. Apart from being in 3/4 this one includes the archetype waltz steps in bars 9-11. Interesting is the figure the keyboards are playing via triplets in bars 24-26, a clear example of the more independent keyboard part in this version. The keyboard is here shortly playing in 4/4 against the 3/4 of the melody. "Sofa" begins in C (bars 1-13) and then modulates to G Mixolydian, simply by changing from C as key note to G as pedal note (these two keys use the same notes).

Flo and eddie Mark Volman, Howard Kaylan, Aynsley Dunbar and FZ.
Photo by Jorgen Angel, used with permission.

Other tracks from Playground psychotics

Regarding the musical sections "Playground psychotics" is a live compilation with several tracks being released before. The ones with the earlier versions included in this study are:
- "Sleeping in a jar": see the Zappa's teens section.
- "Sharleena": see the Chunga's revenge section.
- "Status back baby": see the Mystery disc-Projects section.
- "Concentration moon": see the We're only in it for the money section.
- Mom & dad: the score of this song is included in the Frank Zappa Songbook vol. I, pages 84-89.
- "Intro to Music for low budget orchestra": see the Studio tan section.
- "Billy the mountain": in this case a section from the "Playground psychotics" version is included in the Just another band from L.A. section.

The following block is quoted from http:\\ in 2005, a little interview with Flo and Eddie reflecting upon their time with Frank from 1970 till 1993:
"What did you think of Frank Zappa? Whatever happened between you guys and Frank? Did you remain friends?
Howard: "Frank was an icon for a generation, and a true genius...also one of the greatest guitar players...."
After the incident in London, England, Mark and Howard continued touring with the members of The Mothers. This was the first Flo & Eddie Band.
Howard: "Yes, we DID see Frank after the Rainbow Theatre accident...It took a while, but Frank sat in with us in NYC at the Bottom Line one year, and we sat in with his band in Detroit the year after...."
"Toward the end, we became good friends again, going up to his famous studio and watching our old concert footage; laughing about the good old days. He knew that the clock was ticking but he kept chain-smoking, coffee drinking and eating anchovy pizza...The man was one of the few real geniuses I've ever had the honour to work with."
In addition to a couple of live onstage guest appearances, in 1987 Mark and Howard reunited with Frank....
Howard:"Frank's original intention was to get the "Filmore East" band back together to do one huge world tour...."
"So we got together in L.A. at a rehearsal hall for two days...."
Unfortunately, it was not to be. Apparently there are tapes of the rehearsals in existence somewhere.
When asked which of his bands were Frank's favourites, Gail Zappa was quoted in an interview as saying he liked all of them, but mentioned Mark, Howard and Aynsley Dunbar as particular favourite members for their talent and senses of humour."

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