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

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Zappa composing Three of the tracks from "Sleep dirt", released in 1978, stem from the same period as the "Zoot allures" sessions, namely the ones with the large guitar solos. Zappa for a while thought about making "Zoot allures" a double album, including these takes. The other four songs on "Sleep dirt" stem from 1974-1975. He had written them in 1972 as part of the "Hunchentoot" opera. They first saw the world in instrumental versions, but when Zappa re-released "Sleep dirt" on CD, he had asked Thana Harris for overdubbing the lyrics he originally had in mind for "Hunchentoot".

Zappa putting a melody on paper in an airplane, late seventies. Wherever he could, he carried a notebook with him. Source: screenshot from the Overnite sensation/Apostrophe (') DVD.

1. Filthy habits (1988)

We now turn to the opening piece on this album for looking at the use of a vamp. It's called "Filthy habits", presented below in the 1988 version as released on"You can't do that on stage anymore, vol. IV". Zappa used vamps most often for his solos (see the Guitar section), but sometimes also for his compositions. On this occasion a 5/4 vamp is used for the composed section as well as the guitar solo part.

Filthy habits (1988), opening (midi file, tempo change not included).

Filthy habits (1988), opening (transcription).

After three bars of the vamp being introduced solo, the theme sets in in bar 4, lasting through bar 10. Then an Arab styled melismatic melody passes by in bars 11 and 12. This Arab effect is stronger on the original "Sleep dirt" album, where the choice of instruments is closer to an Arab ensemble, that doesn't use the brass instruments of the 1988 version. This little interlude is followed by bars 15-18, that are specific for the 1988 execution. This changing upon his compositions was characteristic for Zappa's career; some more on this subject in the YCDTOSA section. After this composed part the vamp returns in bar 19, now a fourth lower, and Zappa starts soloing. Notable is the fact that Zappa at the beginning uses a Gb for the vamp, while the lead melody has a G natural. In this manner Zappa is mingling F minor (with a G) and F Phrygian (with a Gb). The same happens with the Db versus D natural during the solo. The transcribed bars 19-20 have a Db for the solo and the vamp, corresponding with C Phrygian, but you can also hear a D natural for the solo at 1:49 minute (C minor).

2. Flambay

Thana Harris "Flambay", "Spider of destiny" and "Time is money" are now performed with lyrics, giving form to the re-emergence of "Hunchentoot". At least part of it. It's pleasant to hear "Sleep dirt" in this new CD shape. Not only are the lyrics of interest, they are very well sung by Thana Harris (downloaded photo to the right, photographer unknown). Female singers have frequently contributed to Zappa albums, but this one not only has a female singer as protagonist, but as the only singer. As a vocalist you can hardly wish any better repertoire. "Flambay" is jazz, "Spider of destiny" is relatively normal pop music and "Time is money" can be called modern. It gives Thana the opportunity to sing in varying styles and to let her use her vocal range in full. Analytically and in abstract these new versions create no real differences. Almost all sung notes are also played by the instruments on the original vinyl album. They still can be heard in this manner on "Läther", the quadruple album Zappa had it mind when his problems with Warner Bros. came to a head. It's hard to exactly define what jazz is. The main factors are the element of improvisation and the instrumentation. In case of "Flambay" it's the second. It's performed by an upright bass, drums, piano, vibes and a female singer. Something you might call a classical type of jazz combo (the CD mentions Zappa on guitar too, but I'm not hearing a guitar). The element of improvisation is in this case limited. In all probability Zappa had notated the lead melody and chords on paper. It's the positioning of these chords and the bass movement that, to a point, get improvised, making the three appearances of the main theme sound different. Technically "Flambay" contains extended chords, more typical of jazz than of pop music, and you've got points where there's some inequality between the parts. Something jazz players like to do. There is a lot of improvisation going on the "Sleep dirt" album in total, for which reason it sometimes got referred to as "Hot Rats III". The Ludwig study (see the references) contains the main theme from "Flambay" on page 271 (lead melody). I've written out bars 1-9 in detail, so that the jazz sound comes out more specifically in the midi file.

Flambay, 0:26-0:58 (midi file).

Flambay, 0:26-0:58 (transcription).

Its global structure goes as:
- 0:00 Intro.
- 0:26 Main theme.
- 1:33 The main theme gets repeated.
- 2:43 Second theme.
- 3:08 Third theme.
- 3:31 The main theme returns, a little extended to include a coda.
- 4:53 End.

Harmonically this piece is quite complex, gliding through often extended chords from varying scales and including chromatic passages. The first four bars of the example above include the following:
- Bar 1: pick up bar, lasting 3/4, with D-Db-D, a chromatic parallel movement of major triads.
- Bar 2: the main theme is in standard 4/4, in a slow tempo without rhythmical difficulties. Now you're getting at an extended chord. The bar opens with A11. Beat four shows a combination of A-E-Gb-Bb, a dissonant combination not belonging to a diatonic scale.
- Bar 3: D, followed by Gmaj9.
- Bar 4: Em7. Ludwig is taking this relatively stable bar as leading for the key. On top of G he notates the theme as (nominally) in G. But all other bars are using chords from different scales. The piece is one of many pieces that I'm calling multi-scale in my Burnt weeny sandwich section. The keys/chords are changing that rapidly, that I don't assign them to specific scales. The text says "flambé", French for briefly inflaming food with high percentage liquor. On "Läther" it gets spelled in the French manner, on "Sleep dirt" as how it is pronounced.

3. Spider of destiny

While the sung parts change the sound and atmosphere of the songs involved, the compositions have remained the same in an analytical sense. The vocal parts are doubling notes that are also played on the instruments. In the case below, staff one is doubling staff two, though with a difference of an octave. Staff two, played by the guitar, is notated as it sounds in the example.

Spider of destiny, 0:24-0:45 (midi file).

Spider of destiny, 0:24-0:45 (transcription).

Track 3 is polyscalar, as much of the material on "Sleep dirt". The difference with the other tracks is that this title is in staightforward on beat 4/4 for all parts. The instruments are mixed a bit to the background so that this song gets to sound a bit as a single melody over bass pedal notes with only some light harmonic fill-in. The scales are:
End of theme two
- Bar 1: E major.
- Bar 2: D Dorian.
- Bar 3: C major or Lydian (the F/F# is absent).
- Bars 4-5: A minor or Dorian (idem).
Restart of theme one
- Bar 5: E minor (Aeolian).

4. Regyptian strut

"Regyptian strut" is of interest for this section both because of its harmonies and its use of vamps. It starts with a little intro, moving from C Lydian to just the Bb add 2 chord. It's similar to the tail of the Variant I transcription (see the Wazoo section for "Variant I processional march"). Next the main theme block begins. The melody keeps gliding through varying scales, while the bass is making a counterpoint movement.

Regyptian strut, 1:42 till 2:10 (midi file).

Regyptian strut, 1:42 till 2:10 (transcription).

With its reprise at 1:42 (first example), the harmonies get extended, becoming more complicated. During bars 5-7 the lead melody is played three times, each time harmonized in a different way. Bar 5, beats 1-2, are still relatively consonant with the Esus2 chord. At beat 3 you get F# next to G of the bass and things are getting more and more dissonant. Bar 6 opens with B+C#+D and bar 7 opens with B+C+D#. At 2:28 the finale begins with the band playing over two vamps. Here the use of keys finally becomes stable.

Regyptian strut, 3:10 till 3:44 (midi file).

Regyptian strut, 3:10 till 3:44 (transcription).

The second example is a section taken from this finale, where the band moves from the first to the second vamp. The first vamp (bars 1-4) is a figure in B Dorian, the other (bars 5-10) is in G# Dorian (the transcription presents the E from G# minor in bar 10, but for the harmonies it's an E# (as at 3:48-3:50)). Harmonically this whole block is characterized by its freedom and formation of mostly untraditional chords. This goes for the two vamps and the lead melody separately, thus the more so for their combination. The lead melody is played via parallel fourths and thirds alternating, except for bar 10. It looks like Zappa overdubbed the brass section an octave higher as well, because they can get exceptionally high. From bar 5 onwards in the transcription the higher registers dominate.

5. Time is money

The following is a combination of a transcription and analysis by me and the presentation in the Ludwig study. Ludwig transcribed the lead melody of the entire song (pages 247-9). His analysis deals with the construction of the song and its use of meters (pages 102-4). It has been complemented by me with the harmonies and a transcription of all parts of the opening (except the drum part). It's a complicated and multi-facetted piece in a number of ways.

Time is money, opening (midi file).

Time is money, opening (transcription).

Its structure goes as:
- 0:00 Bars 1-3. Theme A, the main theme. The song starts in 4/4, at this point mingling A minor and A Phrygian. Both B and B-flat turn up, without a real argument to call one of the two only passing. The chords used are:
Bar 1: Gsus2 - Am7 - C7.
Bar 2: Em7- Dm7 - A.
Bar 3: Bb - Am - Gm - Bb.
While bar 3 is using standard triads, the first two bars are more complicated with non-resolving 7th chords. It even takes a while to exactly hear what's going on.
- 0:09 Bars 4-12. Theme B, a series of phrases:
Bar 4: The music moves over to E minor, playing around the Fm7-5 chord.
Bar 5: The pedal note switches to Bb and the key becomes Bb (major or Lydian; the Eb, that makes the difference, is absent). The chords used are Bb and F, so at this point it's a normal sequence with triads.
Bar 6: This apparent turnover to regular pop-music is immediately left in bar 6. This is a chromatic bar with a sequence of mostly minor thirds by the keyboard (staff 4). The lower notes are following the whole-tone scale during beats one and two, doubled by the guitar (staff 2). Here you've got the first meter change, namely to 3/4.
Bar 7: Diatonic again in 4/4. Gb Lydian with Ebm7 and Fm7-9.
Bar 8: Switch to D Locrian. The Ab triad from staff 4 gets combined with a D pedal by the bass, creating the uncommon Locrian key. The D sounds a bit as a dissonant stranger towards this Ab chord. The total harmony becomes Dm7-5 plus minor 9th. The meter is 13/16, subdivided as 4+3+6.
Bar 9: Continuing in D Locrian. The meter is now notated as 4/4, only because it lasts 4/4. Its subdivision is 6+6+4. One might just as well notate this bar in 16/16 or split it into three smaller bars.
Bars 10-12: Now the music gets monodic, being played with parallel octaves. Bar 10 can be seen as a pick-up bar for this phrase of two bars in 2/4. It's in C minor (or Dorian).
- 0:28 Bars 13-14. Theme C.
Bar 13: The music returns to 4/4. This bar contains mainly two sustained notes plus the Eb chord. There are also some notes only lightly audible in the background. The Db on beat two of bar 12 suggests a modulation to Bb Dorian, but one of the background notes in bar 13 is a D natural. Bar 13 by itself thus is in Bb Mixolydian. The only difference between these two scales is the Db versus the D natural and a certain ambiguity about the exact scale some bars are in is common in Zappa's music. As also the opening bars don't really choose between minor and Phrygian.
Bar 14: This bar is chromatic and deliberately irregular. The insertion of such bars is something Zappa does more often. See my discussion of "Inca roads" for more about this. There's a light inequality between the parts at the beginning of bars 13 and 14, causing my 11-tuplet notation in bar 14 with the newly recorded drum part by Chad Wackerman. The original, with Chester Thompson drumming, can be found as a bonus track on "Läther".
- 0:34 Bars 15-16. The first half of the main theme returns. Now it's harmonized differently, namely with the Bb and Ab chords in Bb Mixolydian.

This is where my transcription stops. I'm continuing with the themes and meters from the Ludwig presentation:
- 0:40 Bars 17-18, played twice. Theme D. Ludwig doesn't double-count bars when they get repeated. In order not to create differences, I'm following the meters and thematic subdivision of Ludwig.
- 0:46 Bars 19-21. Variation upon the second half of theme A.
- 0:54 Bars 22-23. Variation upon theme C.
- 1:00 Bars 24-29. Theme E, using 6/8, 9/8 and 11/8.
- 1:08 Bars 30-33. Another variation upon theme C, extended with a 4/4 and a 9/8 bar.
- 1:20 Bars 34-36. Variation upon theme E with 8/8, 7/8 and 6/8.
- 1:26 Bars 37-40. Theme F with 7/8 and 5/8.
- 1:34 Bars 41-44. Theme G. Two different meter divisions are used simultaneously. See the example below by Ludwig.

Time is money, section (transcription).

- 1:41 Bars 45-46, played twice. Variation upon theme G in 7/16.
- 1:44 Bars 47-48. Another variation upon theme A in 6/8.
- 1:48 Bars 49-50. Variation upon theme D in 9/16.
- 1:51 Bars 51-53. Theme H in 10/8 and 4/8.
- 1:58 Bars 54-56. Theme J in 10/8, 9/8 and 6/8 (Ludwig doesn't use the "I").
- 2:06 Bars 57-60, played twice. Theme K, continuing in 6/8.
- 2:20 Bars 61-75, fading out. Theme K for the third time, followed by an outro. This is one of the few instances where the vocal part adds new different notes on top of the original tracks.
- 2:48 End.

So you can see:
- All diatonic scales being used.
- Chromatic passages and an instance of the whole-tone scale.
- A wide range of chord types.
- A multitude of themes.
- A large number of meters.
- The "classical" construction method of varying themes, giving the piece its coherence.
All this in 2:48 minutes.

6. Sleep dirt

"Sleep dirt" is a duet by Zappa and James "bird legs" Youman. Youman plays a progression of broken chords in 6/4. The chords in the transcribed bars go as (rock notation):
- Bar 1: Bm9.
- Bar 2: G#m-5.
- Bars 3-5: D and Gm.
- Bars 6-7: Dm-5.
- Bar 8: Bm9.
- Bar 9: C#m3rd add minor 9th as passing through note.
- Bar 10: Bm9.

Sleep dirt, opening (midi file).

Sleep dirt, opening (transcription).

Zappa only occasionally played solos over such progressions with some less common jazz type chords. "Sleep dirt" sounds quite exceptional in that sense. The soloing itself is unmistakably Zappa, the opening lick of bar 10 for instance is similar to the first "Black napkins" notes.

7. The ocean is the ultimate solution

"The ocean is the ultimate solution" originates from a trio jam session lasting over half an hour. Zappa selected 13 minutes from the tape and started overdubbing. Notable is the large amount of improvised chord progressions in it. Its outlines roughly go as:
0:00 Riff #1.The first fragment below is the opening lick in C Mixolydian, which starts off the interplay between acoustic bass and acoustic guitar.
0:12 Chord progression in C Mixolydian. Between 0:45 and 0:53 you find the second fragment below, a melancholic movement with a synthesizer overdub. The repeated chord progression in C Mixolydian in staff 1 at this point is VII 9th -III-IV-IV-V-VII. Staff 2 represents the synthesizer melody that plays slowly through this progression. Staff 3 is Patrick O'Hearn plucking the bass notes rapidly in an irregular way.

The ocean is the ultimate solution, opening lick (midi file).
The ocean is the ultimate solution, fragment (midi file).

The ocean is the ultimate solution, fragments (transcription).

1:05 Riff #2, chromatic.
1:16 Playing around the I 11th chord of C Mixolydian.
1:31 Riff #3 on D, repeated several times and each time followed by a chord progression. First on Gb, later on on F. The scales keep changing.
3:18 Playing around I-IV in C Mixolydian.
4:03 Chord progression in A Dorian.
4:43 Chord progression in F Dorian.
4:55 Chord progression in F Mixolydian.

The ocean is the ultimate solution, 5:03-5:14 (midi file).

The ocean is the ultimate solution, 5:03-5:14 (transcription).

These are the final bars of this F Mixolydian section with only Zappa playing guitars. The bottom staff is a sustained open fifth. The descant chords are sometimes following the standard F Mixolydian scale, sometimes forming a series of parallels. The parallels are fourths, except for a one-time ony parallel third at the start of bar 7. Rhythmically this passage is much varied, making use of triplets in a peculiar way in bars 2 and 3, and by applying a septuplet spread out over two bars.

5:16 Playing around I-IV in C Mixolydian.
5:39 Bass solo.
6:49 Guitar solo. The pedal notes are mainly Bb, F and C. The scales used are Dorian and Mixolydian, that differ by one note: a minor third versus a major third. The example below is an outtake of some twenty seconds. Bars 1-4 are in F Dorian. Bars 5-6 are moving towards Bb as pedal note. Bars 7-9 are in Bb Mixolydian with various altered notes being involved.

The ocean is the ultimate solution, 7:45-8:03 (midi file).

The ocean is the ultimate solution, 7:45-8:03 (transcription).

13:17 End.

Next to Zappa playing guitars and occasionally synthesizer you can hear Patrick O'Hearn and Terry Bozzio participating in this track. For Keyboard, April 1994, Robert L. Doeschuk intervied Patrick O'Hearn about how he got involved: "I got the gig with Zappa as a result of my friendship with Terry Bozzio, his drummer at the time. Frank had just let everybody in his band go, except for Terry, and he was looking to start again. I was in Los Angeles, playing a jazz gig with Joe Henderson. Terry asked if I wanted to stop by the old Record Plant on Third Street after the gig and listen to some things they had recorded. I said, "sure." I stopped by at about 2:30 in the morning. Not being one to leave my upright bass in the car, I carted it into the studio. Frank, upon seeing me with this bass, remarked, "do you play that dog house, fella?" I said, "sure do." Then, without even a formal introduction, he said, "Well, how would you like to put some acoustic bass on this track?" I said, "let's do it." So the engineer strung up a couple of microphones, I did finally shake Frank's hand, then I went out into the studio. He rolled the tape, and I played. The cut was finally released as "The ocean is the ultimate solution" on an album called Naval Aviation."
In the liner notes of "Orchestral favorites 40th anniversary" CD Terry Bozzio is talking about a rather unusual tuning of a 12 string guitar: "On another of these 3 albums, so carelessly released, was one of my favorite tracks, "The ocean is the ultimate solution." He tuned a Fender 12-string to a major 7th, a minor 7th, a major 6th, a tritone, major and minor 3rds from the low to high double strings!" This continues with more details about how this track got recorded, but I know too little about stuff like this to understand its impact. The end result is remarkable. It sounds as a well-rehearsed band with the members responding that well to each other that you're getting the idea that it had the basic outlines being composed on paper.


The script for "Hunchentoot" from 1972. It became available in a printed form as chapters VII-VIII of the 1984 "Them or us" book. See the Them or us section at "Planet of my dreams" for more information about this book.

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