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

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In 1967 Zappa reached an agreement with a Capitol records agent Nick Venet to record some modern orchestral music. Nick had heard about Zappa's aspirations for producing modern music. For this occasion a 40 members orchestra was assembled, that Zappa called "The Abnuceals Emuukha electric symphony orchestra". Apart from the regular orchestral instruments, this orchestra also included electric guitars, bass guitar, extra percussion and drums. The chorus consisted of a range of people, who Zappa invited to talk about given subjects with their heads sticking inside a piano. The permanently open pedal made the conversations resonating. The texts are humoristic and bizarre, including the ultrashort inconsistency "I remember uh..., no I don't remember". Another conversation is between two people living in a drum. They are wondering what the world outside the drum might look like, but are afraid to actually look outside.

1. Part one


After a brief introduction "Lumpy Gravy" opens with two longer melodic pieces, "Duodenum" and, introduced by ten seconds of lounge music, "Oh no". Both are executed by the rock band members of the electric orchestra. Two examples from "Duodenum" are included in The mystery disc - projects section of this study.

Oh no

The entire score of "Oh no" can be found in the FZ Songbook vol. I, pages 57-59, the version with lyrics as you can hear theme on the later "Weasels ripped my flesh" album. In the example below I've adapted the piano arrangement of the accompaniment a bit to the "Lumpy Gravy" version. Several chords types are being used next to each other: triads, suspended chords and larger chords (Em9 for bar 1 in the Songbook, or maybe Em11 on "Lumpy Gravy"). Notable is also the use of altered notes during the last four bars from the example.

Oh no, main theme (midi file).

Oh no, main theme (notes).

Lumpy gravy recording session The "Oh no" main theme is made up of a 4/4 and 3/4 meter alternation. On several occasions triplets are used. So it's rhythmically an odd and flexible division. The main theme has something of E Dorian, so I've notated it here with F- and C sharp (the C sharp sometimes gets altered to C natural). Because of the changes in the middle of the song, the Songbook isn't using preset sharps. "Oh no" returns as index nr. 9 of "Lumpy gravy part one", where it is played by the full orchestra. The sound quality at this instance is low, so the strings don't have the rich timbre they normally have. According to Greg Russo (see below), Zappa obtained an inferior copy of the tape and the original one got lost, which might explain the lesser sound. On most occasions however the orchestra doesn't play at full, sections of it are used for pieces that are more chamber music like.

Right: photo from the Lumpy Gravy recording sessions (downloaded from the Mixedmeters site by David Ocker)

It's from Kansas

"It's from Kansas" and "Bow tie daddy" from the We're only in it for the money section are in pre-war popular jazz style. The first is an instrumental played ultrafast, the other is in normal tempo. "It's from Kansas" sounds as a sped-up track, which was proven to be true in 2010, when the track in its original tempo got included in the Pal and Original sound archive releases.

It's from Kansas (midi file).

It's from Kansas (transcription).

I know too little about this kind of music to say some more about specific styles from this period. Technically the rhythm section is in 4/4 all through, mostly on beat. The other instruments are improvising over the progression. The song has a basis in F Lydian, but keeps changing scales most of the time. In rock terms the chord progression is F-Db-F-D-Gm-D-Gm-Db-Abmaj7+5-F. In "Bow tie daddy" the sound via the mike of the singer is thus transformed that it imitates the sound of an old record played over the radio or via the speaker of a wind-up gramophone player. Something producers always do when simulating pre-war music.

Almost Chinese

"Lumpy gravy" also contains several musical styles that only get touched upon, as in "Bit of nostalgia" (raw blues) and "Almost Chinese" as presented below. There are a few more examples of so-called world music in Zappa's output. See the last paragraph from the Documentaries section for an overview.

Almost Chinese, tune (midi file).

Almost Chinese, tune (transcription).

This one is only a miniature, on the corresponding album track embedded in experimental music and vocal comments. The progression is I-III-IV-III in C# Dorian, all chords without the third and played in the form of parallel fourths to get the Chinese cliché tune effect.

I don't know if I can go through this again

Zappa with a photo of Varèse With "I don't know if I can go through this again" we get to the modern atonal music of the album, continued on "Lumpy gravy part II". It starts with a flute melody gently moving upwards and ultimately leading to sudden screaming high notes. Influences by Varèse and Stravinsky, who Zappa admired a lot, can be heard in instrumentation, rhythm and melody formation of the modern music on this album. To the right Zappa in the basement of his house during the eighties with a photo of Varèse on the shelves in the background. The first example below continues on record with several more bars with screaming dissonants.

I don't know if I can go through this again, opening (midi file).
I don't know if I can go through this again, section (midi file).

I don't know if I can go through this again, sections (transcription).

After a short pause it continues with someone remarking "I don't know if I can go through this again". Then the opposite comes along in the second example from above. A peaceful miniature with sonorous harmonies, beautifully orchestrated. This fragment is diatonic, though unrelated to specific keys for a longer period (the bass keeps moving). It begins with just the Em chord, but soon winds up using extended chords. This second section is also used on "We're only in it for the money", but here it comes out much more effectively because of its contrariness to the opening. I can't include a comment upon the meters and rhythm of this second section, because the transcription remains only a by approximation one regarding this aspect. It has no rhythm section underneath it, making it difficult to be positive transcribing it straight from record.

2. Part two

Amen - Just one more time

"Part two" begins with just a second from "Ronnie sings". It's present in the example from this study as bar 4, the movement F#-D#-D#-F#. Taken over is the vocal track ("pa-pam-pah-dy"). Instead of Zappa's guitar two accompanying notes are audible in a different rhythm, C-F. The following example can be heard between 5:11 and 5:34. It coincides with the end of the index track "Amen" and the opening of "Just one more time".

Amen (end) - Just one more time (opening) (midi file).

Amen (end) - Just one more time (opening) (transcription).

This example knows four sections:
Bars 1-5: a section with music for the string section. In the lead melody, staff 1, second intervals stand central. Three other parts play counterpoint melodies, making the total sound peculiar, a bit mysterious. As short as a section like this is, it's quite intriguing.
Bars 6-10: "Lumpy gravy" knows a couple of sections with improvisations on a wide range of percussion instruments. In this case it's a trio with percussion, an upright bass and arpeggio chords. The transcription only roughly represents what's going on, thus not the full range of percussion types, nor all notes of the arpeggio chords.
Bars 11-12: the orchestra is playing three chords. Also here the transcription is an approximation only. During the last sustained dissonant chord you can hear notes coming up and fading out at different points. It's hard to tell how Zappa had notated this.
Bars 13-16: a bit of pop music in Ab. Now the meter is clearly 4/4, though one might place the downbeat elsewhere, for instance taking the first three beats as pick-up notes.

Unit 9 - A vicious circle

There are various examples in Zappa's output that show that he would every now and then sped up tracks. Speeding up a tape normally also means that you're modifying the frequencies upwards. When you're taking into account that these frequencies stay in tune with keyboard frequencies, the effect is a transposition of the tape and nobody can tell. Otherwise it remains detectable, as for instance for "Wild love" and the opening of "Heavenly bank account". Another clue for knowing if a track is sped up is that it is done thus radically that the speed and the registers of the instruments become unnatural. This is for instance the case for how "Unit 9" landed on "Lumpy gravy". "Lumpy money" includes "Unit 9" at its original speed. This short composition was skipped for the Capitol version, but it returned as the opening of "A vicious circle" on "Lumpy gravy". It's accelerated here to double frequency, thus in tune with regular frequencies. The tempo change however is thus drastic that it is obviously a sped up track. "Unit 9" appears to be a blend of prescribed and improvised parts. Its main motif is a chromatic movement of parallel thirds, played solo at the beginning. Halfway it has turned into some form of atonal frenzy, before this main motif returns again.

Unit 9, opening (midi file).
A vicious circle, opening (midi file).

Unit 9/A vicious circle, opening (transcription).

"Lumpy money" brings to the light that "Lumpy gravy" not only was a collage in two different forms, with Zappa using a razor blade on all copies of the tapes. It was also composed in the shape of a series of smaller units and sections, rather than being an ongoing orchestral piece. The term unit stems directly form Zappa himself; you can hear the word being used during the recording sessions. So it's not a label put on some of the pieces later on by the ZFT. Four tracks on disc III of "Lumpy money" are indicated this way:
- Unit 2: the second theme for "Oh no" (the first is presented above).
- Unit 3A: a piece of chamber music (see also the two examples below).
- Section 8: a variant upon "King Kong", much longer than the actual "King Kong" on "Lumpy gravy" (also included below).
- Unit 9: another piece of chamber music, sped up for the album (idem).
The tableaux titles were thus added after the sessions, when Zappa was preparing the album sleeve. The first design for the Capitol sleeve is different from the MGM version in various ways. It had a little story on the inside, too vague to be legible in both the "Lumpy money" reproduction and the one in Greg Russo's book (it starts with the sentence "It has been raining all night" in the blow-up sample from below). You can also see a sample of the score as a backdrop for Zappa's portrait. The original MGM "Lumpy gravy" album at first also only used part I and II as titles instead of the various index titles on the CD, though my memory can be off here.

King Kong (1968)

Jazz passes by shortly in "Lumpy gravy part I", but halfway "part II" we arrive at a serious jazz statement with "King Kong". The jazz factor here lies in the fine brass arrangement, that will become full blown in the later jazz albums of 1972.

King Kong, Lumpy grayy (midi file).

King Kong, Lumpy gravy (transcription).

The composition is made up of several layers, which are playing in counterpoint movements. The bass part consists of a one bar bass guitar riff and two four bar brass movements. All get repeated throughout the song. In bar 8 the "King Kong" melody starts with rhythmic accents of its own. In bar 9 this melody is using 3/8 over the 4/4 of the accompaniment. The "King Kong" melody itself, as it appears on "Uncle meat" (without the 4/4 accompaniment), is notated in 3/8. So it's an example of using two meters simultaneously (see the Roxy and elsewhere section for an overview of such examples). Harmonically this piece is combining some traditional elements with unconventional movements. Much more about the "King Kong" melody can be found in the Uncle Meat section. The traditional element here lies in the rhythm guitar chords, being I and VII of A Mixolydian.


The minute of modern orchestral music on "Kangaroos" (corresponding to "Let's eat out" on the Capitol version) was probably also one of the units, as pointed at above. The first larger theme of "Kangaroos" is made up of six variations upon two alternating bars in 5/4. It's entirely atonal and dissonant. The first bar is softer, chamber music like, while the second bar has a returning part for the violins with more volume. It moves forwards in the shape of waves, swelling and calming down again.

Kangaroos, opening bars (midi file).

Kangaroos, opening bars (transcription).

The example above shows the first four bars. Because of the dissonant atmosphere it's difficult to get the exact harmony for the string section in the picture, so I can't guarantee that element in the transcription to the full.

Envelops the bath tub

"Envelops the bath tub" concludes the orchestral part of "Lumpy gravy". It's made up of a few blocks. It's mostly existing score, not publicly available, nor have I ever encountered any example from these orchestral sections from "Lumpy Gravy". Transcribing it from record is ultimately rather useless, and in case of "Lumpy Gravy", also difficult. As in other instances from above I can't guarantee the correctness of all details and it's also possible Zappa used a different meter notation. The first example below can be heard between 11:49 and 11:57, featuring piano, bass and drums. It's free atonal music. The second example is from the final block where a major seventh jump by the a violin is the central element. This example is played between 12:45 and 12:51. The violin figure is played in various rhythms followed by for instance two-string chords by this violin in combination with the orchestra participating in the harmonies or playing smaller melodic lines. In bars 1-3 a dissonant chord by the strings stands central, F-Eb-D. In its lowest register a trombone is playing F-G-F-Gb beneath it, if I'm hearing it correctly. It's thus low that it is getting difficult to discern the pitches. Bar 4 contains the characteristic Gb-F interval by the violin, supported by a flute. Bar 5 is an example of one the consonants that alternate with the dissonant chords, a major third.

Envelops the bath tub, section #1 (midi file).
Envelops the bath tub, section #2 (midi file).

Envelops the bath tub, sections (transcription).

Music from "Envelops the bath tub" was also played during the 1975 concerts at the Royce Hall at the time when "Orchestral favorites" got recorded. The ZFT released this as "Lumpy gravy" on "Quaudiophiliac" and as "Music from Lumpy Gravy" on "Orchestral favorites 40th anniversary". On this last CD in combination with improvisations.

Take your clothes off while you dance

"Lumpy gravy" ends with "Take your clothes off while you dance", available in three versions in Zappa's catalogue. The 1961 version of "Take your clothes off while you dance" is included in Paul Buff section of this study. That one is the jazz version. The "Lumpy gravy" version is more pop-like. With the edition on "We're only in it for the money" this song has truly become a pop-song, this time including lyrics.


Foamy soaky

Lumpy gravy Capitol version Since "Lumpy gravy" was going to be a solo album instead of a Mothers of invention product, both Zappa and Capitol records presumed that they were free to produce the album, but MGM records thought differently. As soon as they noticed what was happening, they objected and bought the tapes from Capitol records. The release of "Lumpy gravy" was delayed for some months and the album appeared in 1968 as a normal contractual MGM album. What the original Capitol album would contain remained vague till "Lumpy money" got released. The scores of the Capitol version of "Lumpy gravy" can be rented via Schott Music (image to the left). It's based upon a collection of Zappa's original handwritten scores, arranged by Andrew Digby. When Zappa regained the tapes he had already recorded material for three albums ahead and decided to rearrange things. Tracks from the "Lumpy gravy" sessions landed on "We're only in it for the money" and the below described Ed Seeman film. Newly recorded rock band pieces were added to "Lumpy gravy". Greg Russo presents the Capitol album cover in his "Cosmic debris" book, with the music subdivided into nine tableaux. In 2009 the ZFT has come out with a 3 CD set from the archives, entitled "Lumpy money", that includes a test pressing of the Capitol version in mono, indeed with the nine tableaux on it. This Capitol version contains some two minutes, that were skipped for the MGM album, being some percussion music and the following theme:

Foamy soaky, section (midi file).

Foamy soaky, section (transcription).

This section returns in another form as the overture of what would become "The legend of the golden arches" on "Uncle Meat". It's in 7/8, just as "The legend of the golden arches", and has the character of an intro, so it looks as if it was composed with this purpose. It's made up of three shorter motif-like themes, that alternate each other. At one point they even mingle within a bar.
- bar 1: theme 1 with a two part counterpoint figure.
- bars 2-3: just the A chord, played as one-two-one-two-one-two-one.
- bars 4-7: a section for the strings. The bass keeps playing the I chord from F Mixolydian, over which the descant is playing VI-IV-II-V-VII. When you take the harmony of these two combined, you can also see it as progression of enlarged chords: I and VI 7th alternating - IV 9th etc.
- bars 8-9: repetitions of sections of the previous themes.
- bar 10: variations upon the second half of bar 1 with the tempo hold back strongly for a short moment.
Zappa wrote the orchestral parts for "Lumpy gravy" under some time pressure in 11 days preceding the recording sessions, so it remains unclear why he chose to use only newly composed material. For instance he had "The legend of the golden arches" in stock since 1958 as the first movement of the so called string quartet. Another thing that's a bit strange is the relative shortness of "Lumpy gravy", specifically the Capitol version. At least the 2009 ZFT release "Lumpy Money" contains more from the Capitol sessions.

Unit 3a

"Lumpy Money" presents among others two different versions/mixes of "Lumpy Gravy", that Zappa has produced himself. The Capitol version, stemming from the spring of 1967, is taken over from a test acetate or tape. It's about all modern music, only some jazz comes along with it, and none of the later on added spoken parts. This way it's much more an orchestral work, a symphony or suite in nine movements. The disadvantage is that it is in mono. The other version dates from 1984, when Zappa was recording new bass and drum parts for three of his early albums. Other than for "We're only in it for the money", the new bass and drum don't replace the original parts all through. They are overdubbed on some locations, most parts are identical to the original. Here the effect is that it improves the sound quality and that it complements some of the spoken parts. For some reason the overall sound quality is also better than on the Rykodisc CD. Seen their reactions regarding "MOFO" and "We're only in it for the money", most Zappa fans will probably swear to the original vinyl version in this case as well.

Unit 3a, opening (midi file).
Unit 3a, section (midi file).

Unit 3a, sections (transcription).

Zappa in London The first example could have served as the opening for the album, but only the last two bars were actually used. This opening returns in a different form in "How did that get in there?". It's a slow sequence of chords, with various arpeggio figures and note strings in it to enrich the score.
- bars 1-4: a progression of I 7th - V 9th - I 7th - VII - II in E Dorian.
- bars 5-8: from the second half of bar 4 onwards the scales start to drift, the chord progression in rock terms being F (all of bars 5-6)-Em-Em7-A.
- bars 9-10: the piece continues melodically and with the final chord we get back at E Dorian.
The second example is a mixture of smaller phrases and sustained notes in all kind of combinations. About all notes belong to the same key and the minor second is avoided, so that it sounds friendly. This little block is related to the second example above from "I don't know if I can go through this again".
To the right a still from the Ed Seeman film "Frank Zappa and the original Mothers of Invention 1967-1969", featuring Ian Underwood, Don Preston and FZ in front of Buckingham Palace, London. Frank is wearing a bolded hat and short pants, as also visible on the inside photo from the "Hot rats" album. Ed filmed the Mothers for two years and edited a 40 minute "psychedelic" version from the footage. It's mostly in a collage form with dimmed coloured lights. All was filmed without sound. Zappa worked for a while with Ed for the intended Uncle Meat movie and gave him permission to use music from the albums to finish his documentary. For long it contained the above "Foamy soaky" part solely, as a curiosity, starting at 16:18 in Ed's film.

How did that get in here?

Disc III of "Lumpy Money" includes over half an hour of largely unreleased tracks and variations upon themes from "Lumpy Gravy". "How did that get in here?" is the first "Oh no" recording with some 20 minutes of directed and free jazz improvisations in it. Only some snippets from the improvisations landed on the album. Personally I find it useful material. With further editing, bringing the total length back from 25 to say 15-20 minutes, it wouldn't have been misplaced in Zappa's own catalogue. "Unit 3A" went mostly unused. The structure of "How did that get in here?" goes as:

0:00  Like above, "Unit 3a", bars 1-8.
0:24  Idem, bars 9-10.
0:32  Lounge music interlude, a figure repeated and varied upon more often than on "Lumpy Gravy".
1:12  "Unit 3a", bars 1-8, some more.
1:33  Idem, bars 9-10.
1:41  Vamp #1, played just like that.
1:56  "Oh no", like above.
3:20  "Oh no" postlude #1.
4:18  Vamp #2.
4:23  Vamp #3 in D Dorian, now with improvisations.
5:57  Vamp #4 in E Phrygian, a bit like "Help, I'm a rock". This block starts off with a composed theme, followed by improvisations.
9:15  Variations upon bars 9-10 from "Unit 3a", ending with vamp #2.
9:30  Vamp #3 returns.
12:32 Composed atonal section.
13:03 Free jazz. 15:33 through 15:53 was used for "Lumpy Gravy".
18:20 Drumset figure in 4/4, followed by some more improvisations and other figures.
19:28 Atonal section, partly used for "Lumpy Gravy".
20:22 Another atonal section, beginning with a motif from "Unit 9" (bars 1-4 from above).
21:04 Composed figures. The following example contains 21:27 through 21:47. All is atonal. The first figure of two bars in 4/4 gets played five times on the CD. It has a chromatic bass line F#-A-F#-F natural. Staff four contains alternating notes, D#-E or Bb. The other parts are improvising. The second figure in 6/4 appears twice. It's played much faster, almost at double speed (not properly represented in the midi file). Notable are its rhythmic variation and the dissonance between staves two and three.

How did that get in here?, section (midi file, tempo change not included).

How did that get in here?, section (transcription).

21:57 Vamp #2 returns.
22:00 "Oh no" variations and postlude #2.
24:40 Coda.
24:58 End.

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