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

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Jazz played a bigger role in Zappa's next release "Hot rats". It's an album sometimes referred to as jazzrock, not so much because it combines rock 'n roll with jazz, but because it uses electric as well as acoustic instruments. It's a carefully balanced album with six almost entirely instrumental pieces:
- "Peaches en regalia" and "Son of Mr. Green genes". Two relatively relaxed pieces.
- "Willie the pimp" and "The Gumbo variations". Tracks based upon a riff followed by extensive soloing.
- "Little umbrellas" and "It must be a camel". Complicated music with various interwoven melodic lines. Especially "It must be a camel" is harmonically versatile.
The album shows the synergy of the cooperation between Zappa and Ian Underwood. Ian Underwood made his first appearance on "We're only in it for the money" and pleased Zappa by being able to play all kinds of complicated music, taking away some limitations Zappa had had to deal with earlier. Underwood got stimulated to reach the level he's demonstrating in his saxophone soloing in "The Gumbo variations". The majority of the parts of "Little umbrellas" and "It must be a camel" are played by Underwood, where Zappa is applying a lot of overdubbing. "Hot rats" got released in the US at the end of 1969 where it initially did little. At the start of 1970 it got released in Europe as well with an opposite response. It reached the album top 10 in the UK.


1. Peaches en regalia

Hot Rats "Hot rats" has two songs that have a scent of the classical sonata form for a single movement, namely "Peaches en regalia" and "Little umbrellas" (tracks 1 and 4). They both have repeated themes at the opening, which return at the end. In between is a block that has a more free variation set up, with new themes related in character to the opening themes (more on this subject in the "Orchestral favorites" section). The main scale of "Peaches en regalia" is B Dorian, but it's one of many examples with a multitude of modal scales passing by. For themes I and II Zappa is using 4/4 with standard rhythms. He continues in 4/4 for the third theme, but here the rhythm gets more complicated: an irregular form of a string of 16th notes with pauses in between them, followed by a syncopic bar. The set-up of the complete song can be followed in the Hot rats guitar book (see below for samples), using the block indications from their score:

0:00 Block A (bars 1-2 in the example below). Theme I in B Dorian.
0:21 Block B (bars 5-8 in the example below). Theme II in B minor. See also the Tinsel Town rebellion section for more details about this section, where it re-appears as "Peaches III".
0:41 Block C (bar 13 etc.). Third theme. This theme begins with a two-bar motif in B Dorian. Hereafter this motif gets transposed twice, as D Dorian and F Dorian. Next you've got another motif in Db Mixolydian, followed by yet another motif in B Mixolydian.
Middle block
1:05 Blocks D-E. The song continues in an improvised manner. A melody is played over a I-II alternation in E, followed by a I-VII alternation in A Lydian.
1:34 Block F. A melody over a chord progression, using two different scales per bar and ending in G Mixolydian.
1:46 Block G. Chord progression in F, being I-V-IV.
2:05 Block H. Variation upon the material from block F, beginning with the first bar transposed down a minor third.
Return of the themes
2:16 Block I goes like block A.
2:35 Block J goes like block B.
3:37 End.

Peaches en regalia, themes A, B and the beginning of C (midi file).

Peaches en regalia, themes A, B and the beginning of C (transcription).

"Peaches en regalia" has become a Zappa classic in another sense as well. It's generally appreciated and Zappa recorded it three times. In 1971 Flo and Eddie did some of the parts vocally for the live version on "Fillmore East". Ten years later another live version appeared on "Tinsel town rebellion", called "Peaches III". To quote Zappa from the album liner notes: "It is called Peaches III because this is the third time I have released Peaches (En Regalia) on record ... first on the Hot Rats album, then on Live At The Fillmore ... but this version is so bizarre, I figure you wouldn't mind hearing it again". The bizarreness doesn't so much relate to the composed part as on "Hot rats", but more to the epilogue with the "Let's hear it for another great Italian" section followed by the concert ending lines. See the Tinsel town rebellion section for an outtake from this version. "Peaches III" has some extra counterpoint figures at the return of theme B, that also appear as pizzicato notes in the Ensemble Modern version on their "Greggery Peccary and other persuasions" CD from 2003 (see the left menu for more about this CD). Image above to the right: Zappa during the recording of Hot rats (sample from the album cover).

"Peaches en regalia" is also available in an arrangement for orchestra at Schott Music. Above the Talichova Komorní Filharmonie performing this piece, as televised in 2012.

2. Willie the Pimp (1969)

"Willie the pimp" exists in three versions in Zappa's catalogue. On "Hot rats" it's the only track with lyrics, having Captain Beefheart singing them. Below to the right you can see an outtake of his image on some sort of emblem from the CD leaflet.
Hot rats
- 0:00 Main theme, introduced instrumentally. Next Beefheart starts with the lyrics ("I'm a little pimp with my hair gassed back ...").
- 1:07 Shorter sung side theme ("Hot meat, hot rats, hot cash, hot ritz ..."). The bass starts varying the main theme, gradually moving towards a free improvisation, though maintaining an A pedal type of accompaniment (the song is in A Dorian throughout). Zappa starts soloing.
- 2:13 The piece continues instrumentally.
- 8:48 The main theme returns.
- 9:16 End.
Fillmore East, June 1971
- 0:00 2nd appearance of the "Latex solar beef" theme. As I understand it there are other releases with this section being part of "Latex solar beef" itself. My CD has Rykodisc RCD 10512 as release number.
- 1:01 Main theme from "Willie the Pimp" (1971), played instrumentally as in the example included in this study. While the "Hot rats" rendition is melodic, this version contains a chord progression as well. Because the side theme from above is textual rather than melodic, it doesn't return in this version without lyrics.
- 1:31 The main theme is used as the starting point for a guitar solo, called part one of it. Part two was the opening track of side two of the original album edition, but got skipped on the CD re-release.
- 4:03 End.
- 0:00 Main theme.
- 0:21 Additional theme ("she can't be (beat) ...").
- 0:31 The main theme and additional theme get repeated.
- 0:51 Main theme some more, followed by the side theme from above, this time with a fixed accompaniment figure.
- 1:05 Guitar solo over an inversion of this figure.
- 1:57 The solo ends with the opening melody from "Montana", into which song this track segues.
- 2:05 End.

Willie the Pimp solo, 2:34-2:52 (midi file).

Willie the Pimp solo, 2:34-2:52 (transcription).

Captain Beefheart When you compare the solo example from above - or pages 15-29 from the Hot rats guitar book - with the Frank Zappa guitar book from 1982, you can see that the solo from "Willie the pimp" is untypical of Zappa. This goes for more solos from the sixties. There are relatively few of them on album and Zappa hadn't yet developed his personal style as explicitly as at the end of the seventies. In this case he's about always following the downbeat and playing on beat too. The 16th note is the central time unit and there are few accelerations and irregular rhythmic groupings (apart from triplets). There are many bars with him using chords (as in the example from above), something he would call a "rhythm guitar solo". See the "Chunga's revenge" solo from 1975 from the Joe's series section from this study for a clear example of such a rhythm guitar solo. Technically and, as it comes to variation, the existence of these solos is of interest. I'm also addressing to the difference between earlier and later solos in the Fillmore East 1970 section of this study as it comes to the interaction between players. In this case the contribution of Max Bennett on bass is of importance. At some points it sounds as if Zappa and Bennett are playing a duet. On the other hand the keyboard part stays in the background, being a sustained pianissimo Am chord most of the time.

3. Son of Mr. Green Genes

"Son of Mr. Green Genes" first appeared on "Uncle Meat" as just "Mr. Green Genes", at that point a song with lyrics. On "Hot rats" it's all instrumental. The theme and the soloing follow a chord progression all through:
- I-IV alternation in D Dorian.
- I-VI alternation in C, followed by IV-V-VI.
- Ending in Bb Mixolydian or Bb Dorian (both D natural and Db are getting used).
Ultimately, at the end of this piece, it's closing in D Mixolydian.

Son of Mr. Green Genes

Guitar transcriptions from most parts from "Hot rats" have been published as the Hot rats guitar book, Hal Leonard publ. comp., Milwaukee, 2001. The transcriptions are by Andy Aledort. Above are the opening bars of the soloing over the I-IV alternation in D Dorian.

In his response to me you can read that Brett Clement doesn't agree with my inclusion of Mixolydian:
- "Not Bb; Zappa does many different things over the Bb chord; overall, it is consistent with blues minor pentatonic playing."
- "The D major chord at the ending is just a "Picardy third" in D minor."
Following the transcription by Andy Aledort you're having the following over the Bb chord/Bb pedal:
- Page 31: Bb-C-D-Eb-F-Ab
- Page 32: Bb-D-E-F-G-A
- Page 34: Bb-D-F-G-A
- Page 35: Bb-Db-Eb-F-A/Ab
- Page 36: Bb-Db-Eb-F-Ab
- Page 37: Bb-C-D-E/Eb-F-G
- Page 38: Bb-C-D-Eb-F-G-Ab
- Page 39: Bb-C-D-Eb-F-G-Ab
- Page 40: Bb-Db-F-A/Ab
- Page 41: Bb-Db-E/Eb-F-Ab
- Page 42: Bb-Db-Eb-F-Ab
Bb Mixolydian = Bb-C-D-Eb-F-G-Ab.
Bb Dorian = Bb-C-Db-Eb-F-G-Ab.
Bb minor Pentatonic = Bb-Db-Eb-F-Ab.
None of these three scales overall fits, but standard Mixolydian is happening on pages 38 and 39. Specifically on page 38 you can see a playing up and down the Mixolydian scale. The frequent switch to Db adds a Dorian element to it. Pentatonic happens too on pages 36 and 42. The Picardy third stands for letting a composition in minor/Dorian end with a major triad upon the tonic instead of a minor triad. In this case the effect is less, because the second half of the scheme involves major. But related to the Dorian part you could call it that way. When you do, it doesn't mean it becomes wrong to say the last bar is in D Mixolydian. It's not just the D chord, but playing through the complete Mixolydian scale.

The coda from Son of Mr. Green Genes (Hot rats guitar book, page 42). The bass pedal note in the final bar is D.

4. Little umbrellas

In the case of "Little umbrellas", the sonata-like construction goes as:
- 0:00 Theme A, played twice.
- 1:05 Theme B.
- 1:12 Middle block.
- 2:17 Theme B returns.
- 2:31 Theme A returns.

Ludwig's study includes the main melody of "Little umbrellas", whereas about 2/3rd of "Hot rats" got transcribed in 2001 by Andy Aledort (the "It must be a camel" section from below was published just before this release). Andy also includes the main melody of "Little umbrellas", but skipped the middle block. Apart from Zappa's own solos he doesn't include the overdubbed and improvised parts, other than by chord indications. For a cover band that could be enough. This section is about overdubbing and the midi files are intended to approach the exact album versions, so more details are included. To the right: outtake of a photo by Bill Gubbins with Zappa pointing at one of his scores while Ian Underwood is playing organ (The Hot rats sessions CD).

Little umbrellas, 0:36 till 1:16 (midi file).

Little umbrellas, 0:36 till 1:16 (transcription).

This first example below contains the repetition of theme A plus the larger part of theme B. The first two bars are accompanied by a Dsus2 and Fm7 chord progression. Both Wolfgang Ludwig and Andy Aledort are notating "Little umbrellas" in D minor. If you want to relate this song to any key, then D minor or Dorian is indeed the only option. The D-F movement dominates. You've got a lot of altered notes that way though. In the 4th pdf edition of this study I'm suggesting that the scale over the Dsus2 chord could be interpreted as D major, but after relisting I would like to withdraw that. The D chord I first notated should be Dsus2 and the bass line plays a C right from the beginning. So, without an F#, there's insufficient ground for doing so, and the C# in the melody should be interpreted as a chromatic passing note. Bars 5-6 have varying pedal notes and incomplete scales, so the scales can't be identified positively (it's also hard to hear each individual note here). The piano plays the extended chords in improvised arpeggio forms (staves 2-3). Bar 7-8 don't follow a specific key. Bars 9-10 are stable again, here in A minor. The main theme is played three times, each time sounding different. The basic notes of the melody are identical each time, but the overdubs create a different harmonic climate in every repetition of the theme. In bar 11 of theme B the overdubbed line is playing a counterpoint line. It's getting chromatic here with only fragments of scales being used.

The middle block of "Little umbrellas" is a strong example of overdubbing, because Ian Underwood is playing three keyboard parts with individual lines. The bass is setting a pedal note per bar. The result is dense harmonies and counterpoint, difficult to transcribe. Next is the section from this middle block between 1:20 and 1:35.

Little umbrellas, 1:20 till 1:35 (midi file).

Little umbrellas, 1:20 till 1:35 (transcription).

This middle block is built over an eight bar progression with a chord per bar, repeated twice, as indicated in Andy's songbook. Included above are the first four of these bars with the progression E-F#-G-A. Over these chords two or three melodies are played, moving freely through the scales, that change per bar (E, F#, G and A Mixolydian). In the example above however bar 4 appears as A minor/Phrygian (the C/C# is absent, the F is natural while the B turns up as natural and flat). Thus the whole becomes to sound as a series of harmonic fields, blending all notes of a scale in each bar.

Ian Underwood

Ian Underwood with Zappa in London (CD leaflet).

5. The Gumbo variations

The "Gumbo variations" is the largest piece on the album, 16 minutes in total, including extensive soloing. Its central theme is a two-bar riff, that gets varied upon a couple of times (see bars 9-10 of the first example for its introduction).

The Gumbo variations, 0:13 till 0:46 (midi file).

The Gumbo variations, 0:13 till 0:46 (transcription).

Motifs taken from this theme turn up during the sax solo as well as forming a returning element in the guitar accompaniment. It gets preceded by one of the many bass riffs that you can find in this song. During bars 9-14 this bass riff keeps playing against the central theme. The opening contains the principal chord progression that accompanies the lead melody and the soloing: G7-C-G, a standard progression with the dominant 7th chord resolving. As you can read in the "Real FZ book", Zappa didn't particularly like the idea of resolving chords, but he didn't oppose it altogether neither. You can see the same progression at the beginning of "I was a teenage maltshop" and as part of the "Cheap thrills"/"No, no, no" accompanying chords. For examples of the use of the dominant 7th both resolving and non-resolving , see the Frank Zappa songbook vol. I, pages 22-23 and 70. At the other side of the spectrum you have for instance the chord alternation from "Black napkins", C#m7-Dmaj7. Here the two 7th chords not only don't resolve, but change scales as well.
Interesting to see is the simultaneous use of two scales. The "Gumbo variations" start in G Mixolydian. This basis continues when the central theme enters the picture, but both this theme and most of the soloing are using a Bb instead of a B. So Zappa is here blending G Mixolydian and G Dorian.

The Gumbo variations, 9:40 till 10:05 (midi file).

The Gumbo variations, 9:40 till 10:05 (transcription).

This second example is a section from this song with the band modulating. It's the part with Don "Sugarcane" Harris playing an electric violin solo. In bar 4 the guitar plays a progression using Bb, setting the key more clearly to G Dorian. Max Bennett on bass comes up with another syncopic riff. He immediately modulates to D minor from bar 5 onwards by changing the pedal note. In bar 12 we're back at G Dorian with simply G as a bass pedal note.

Don Sugarcane Harris

Don "Sugarcane" Harris.

6. It must be a camel

The overdubbing reaches a climax by creating a modern orchestral atmosphere in the intriguing part between 1:45 and 2:25 on "It must be a camel". I've transcribed 11 bars below. Because of its harmonic density the transcription can only be an approximation of what's going on. These bars are also an example of Zappa's search for rhythmic diversity. Within a 3/4 framework several varieties are being used. Several bars have syncopic figures, some bars have a subdivision into two, while bar 8 is straight.

It must be a camel, section (midi file).

It must be a camel, section (transcription).

Bar 1: Most sections begin with a little arpeggio chord. This section starts in A (major or Lydian) and almost immediately falls into a 13th chord by extending the A chord with a B and an F#.
Bar 2: In the second bar the key changes to G# Dorian. The changing of scales and the use of enlarged chords continue except for bars 9 and 10, which are normal and form a short break. In both bar 1 and 2 the parts are playing via counterpoint and harmonic complementary lines.
Bar 3: G Phrygian. The descant moves on with parallel fourths on beats 2-3.
Bar 4: F Aeolian. On the left and right channel you can hear two different strings of fast notes played simultaneously.
Bar 5: G Aeolian or Dorian. The last string from bar 4 leads to another extended chord. Some more parallel fourths lead downwards to bar 6.
Bar 6: Two extended chords alternate in a syncopic manner. For the remainder of this example there are no clear pedal notes anymore.
Bar 7: The opening chord returns a 16th note behind the meter line. Two other chords lead to bar 8, again in a syncopic manner.
Bar 8: The descant sustains a chord, while the bass plays six triads as a series of plain eight notes.
Bar 9-10: The 3/4 meter gets subdivided into two. Here the descant is briefly using single notes instead of chords.
Bar 11: Yet again an extended chord, here with a tremolo on top of it.

It must be a camel

Opening chords from "It must be a camel", showing the use of sus2, sus4 and 9th chords (Hot rats guitar book). These in traditional harmony uncommon chords set the atmosphere of the song. It opens gently with the keyboard and bass playing.


Hot Rats In December 2019 the ZFT released a multi-CD box, called "The Hot rats sessions". It's an audio documentary CD, for the major part giving you the opportunity to be present during the recordings of the basic tracks. As Matt Groening is explaining in the liner notes, it's still only a small part of the total amount of recorded material because of the huge quantity of composed and improvised overdubbed parts. Historically it shows what material got recorded on which date, as well as that several pieces had different working titles at the beginning. These titles can be found on the reels and/or they get mentioned at the start of takes. Musically some unused soloing sections are of interest as well as a few oddities as a "Little umbrellas" recording from the Cucamonga period. To the right: Frank and Gail, around 1969.

The Hot rats sessions included:

Original titleAlbum of releaseFinal title
Piano music (section 1)Burnt weeny sandwichLittle house (piano introduction)
Piano music (section 3)Hot rats/Burnt weeny sandwichPeaches en regalia/Aybe sea
Peaches en regaliaHot ratsidem
Peaches jam(unused)
ArabesqueWeasels ripped my fleshToad of the short forest
Dame Margret's son to be a brideStudio tanLemme take you to the beach
It must be a camelHot ratsidem
NatashaHot ratsLittle umbrellas
Bognor Regis(unused)
Willie the pimpHot ratsidem
TransitionChunga's revengeTwenty small cigars
Lil' Clanton shuffleThe lost episodesidem
Directly from my heart to youWeasels ripped my fleshidem
Another waltzBurnt weeny sandwichLittle house (solos)
Son of Mr. Green GenesHot ratsidem
Big legsHot ratsThe Gumbo variations

In the LP era the length of an album and its format could sometimes be a problem. A contractual side was expected to last between 15 and 20 minutes, some minutes over 20 being possible. Since the latter diminished the sound quality, Zappa avoided that. Then the next size step from a single album was a double album. An EP or a blank side as a way in between never got popular. You can see that for strongly conceptual albums as "Joe's garage" and "Thing-Fish" choices had to be made. In the case of "Joe's garage" the story ends with "Watermelon in eastern hay", leaving still half of a side remaining. It was solved by including the "Little green rosetta" jam. For "Thing-Fish" the quantity of the play got between a double and a triple album. It could fit on a double album, but then you would for instance be forced to cut "The torchum never stops" into two. In this case Zappa made no concessions and chose for six short sides, shorter than normal. With the entrance of the CD this problem belonged to the past.
In the case of "Hot rats" the recording sessions resulted in a lot more than what's on the original album. In this case we got to hear much of the overflow unaltered later on. Normally Zappa would record the unreleased material anew, so that it would fit better on later albums. As I understand it Dweezil included an unused solo section from "Peaches en regalia" on one of his albums. Zappa continued to record with the musicians from "Hot rats" in March 1970. Among these recordings are:
- The lost episodes: Sharleena.
- Quaudiophiliac: Chunga's basement.

Bognor Regis

"Bognos Regis" is a title that stayed unreleased by Zappa himself, though it has been known for long via the bootleg circuit. It's included in "The Hot rats sessions" in two shapes, the longer "unedited master" version from 1969, and the shorter "Record Plant mix" from 1970. The example below is transcribed from the first one.

Bognor Regis, 0:26-0:44 (midi file).

Bognor Regis, 0:26-0:44 (transcription).

It's built rather freely around a I-IV alternation in E Dorian. During the composed part, 0:00-0:38, this alternation takes place within a bar. When the soloing starts at 0:39 it turns into an accompanying figure of two bars, with the bass pedal/chords alternating every bar. Bars 5-6 from the example are the beginning of the solo section. According to the liner notes, "Bognor Regis" over the years developed towards "Conehead", a title included in the Läther section if this study. Not the 1977 "Conehead instrumental" from "Baby snakes", but the 1978 version that can be found on the "Saarbrücken" bootleg from the "Beat the boots" series, as well as the later "You are what you is" album. Indeed "Conehead" is also using a I-IV alternation in Dorian, otherwise "Bognor Regis" and "Conehead" don't have much in common.

Outtakes of photos of the mastertape of "Hot rats" side 2, the left one in Zappa's handwriting. Source: The Hot rats sessions CD.

Peaches jam

The "Peaches jam" was recorded on 7-28-69 when the basic tracks for "Peaches en regalia" got recorded. The two parts included in the "Hot rats sessions", however, contain no references whatsoever to the thematic material from "Peaches en regalia". The first part is the session musicians jamming without Zappa participating. If I'm reading it correctly the musicians during the jam were:
FZ: Guitar
Violin: Don Harris
Johnny Otis: Tack piano
Ian Underwood: Piano
Shuggie Otis: Bass
Ron Selico: Drums

Peaches jam - part 2, 6:21-6:38 (midi file).

Peaches jam - part 2, 6:21-6:38 (transcription).

The second part is blues with the example from above containing half a blues-cycle with Zappa entering the picture. It's standard 12-bars blues in A Dorian with an amount of liberty. Ian Underwood follows A Mixolydian, rather than Dorian. One might say Zappa himself is using A minor pentatonic for his soloing. The meter is 12/8, strictly followed all through this 10-minute jam section.

Lil' Clanton shuffle

"Lil' Clanton shuffle" is blues beginning in C Mixolydian. The example below shows the last four bars from the blues cycle, followed by the first two bars with the band improvising. As is common in blues, chords can deviate from the principal tonality. As soon as the soloing starts, this piece continues in C Dorian. Using Dorian and Mixolydian next to each other is common is Zappa's music.

Lil' Clanton shuffle, 0:38-0:50 (midi file).

Lil' Clanton shuffle, 0:38-0:50 (transcription).

In the "Lost episodes" booklet Zappa comments: "This is named after a gang in East L.A. We used to see "Lil' Clanton" sprayed on the walls there in the '50s and '60s. It's a blues jam left off of Hot Rats in '69, featuring Suger Cane Harris. To me, he was a legend. I had records he made in high school. "Soul motion", a favorite of mine, had a mean-ass blues violin solo. While making the Hot Rats LP, I thought, "Wouldn't it be great if I could find that guy and put him on the album?". Since Johnny Otis was a DJ from that period in music, I called him. He found Harris in jail - he was in on a drug bust - and we bailed him out. Johnny Otis said he was a very important musician needed for recording work. The last I heard of Suger Cane Harris, he had a group called Tupelo Chain Sex."

Twenty small cigars

"Twenty small cigars" from "Chunga's revenge" comes into this album directly from the 1969 "Hot rats" sessions. Other than "Sharleena" it wasn't re-recorded with the new band formed in the summer of 1970.

Twenty small cigars, opening (midi file).

Twenty small cigars, opening (transcription).

It opens with a piano introduction. Just as the "It must be a camel" example from above it contains enlarged chords (bars 1, 3, 5-7), alternating with normal 5th chords (bars 2 and 4). It's in E Dorian most of the time. The chord in bar 1, staff 1, is V 11th if you take the B as root. Again rhythmic complexities enter the picture, as the syncopic triplets movement in bars 5 and 6, gliding over a 3/4 basis. In bar 9 the main melody starts with one of the few instances of Zappa playing keyboard and guitar. It's a peaceful entirely instrumental song.

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