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

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With the title track of "Tinsel town rebellion" (spring 1981) Zappa took a stand against the recent trends in pop music, which he mostly considered empty and phony (see also below). Much of the new styles in pop music since the late seventies till now have to do with sound and not with the structure of the songs. Zappa apparently wasn't interested in having things as a disco beat all through his albums, screaming punk and roaring heavy metal singers, grungy guitars etc. And he could afford not to do so, because his name was by now well enough established to go his own way. Zappa became as unpredictable as ever, coming up with guitar solo collections, modern orchestral music and synclavier albums. Also some material out of his personal interest appeared on CD as the "Uncle meat movie excerpts", "Francesco Zappa" and "Thing-Fish". "Tinsel town rebellion" and "Tinseltown rebellion", without the hyphen, are both correct spellings with the album and CD using both. So there's no "official" choice for which one to use.

1. Fine girl

Tinsel town rebellion album cover The integration of pop styles however, as far as they have to do with song structuring, also continued on his albums. One of the characteristics of Zappa is that he can use all styles without any problem and add unusual extensions to them if he wanted to. "Tinsel town rebellion", for instance, opens with a reggae tune "Fine girl", the only studio track on this album. The rhythm guitar is alternating the I and II chord in C Lydian, mostly on the 2nd and 4th beat, as reggae requires.

Fine girl, opening (midi file).

Fine girl, opening (transcription).

In Zappa! he commented about reggae: "I like to play it more than I like to listen to it. Reggae is a ventilated rhythm. If you're going to play a solo with a lot of notes in it and your rhythm accompaniment has a lot of notes in it, then it neutralizes it. I find it more intriguing to play to a reggae background with jagged pulses and big holes in it - there's blank space, whereas the least comfortable thing for me to play to would be a James Brown band" (Zappa!, page 60). Examples of reggae as a vamp in more complex compositions are for instance the 1984 version of "The black page" and "Orrin hatch on skis" from "Guitar" (1987). The opening of the first one is included in the "You can't do that on stage anymore" section of this study. The album cover contains an impressive collage by Cal Schenkel featuring Zappa as a band leader in a ballroom from the twenties. Tinsel Town, a surname for Hollywood, gets referred to in many manners, like including bits of filmtape and images of movie actors. Above and below are two outtakes from this cover.

2. Easy meat

Till "Baby snakes" Zappa mostly made up a live album - or film in this case - from tapes from the same place. With "Sheik Yerbouti" this policy changed to combining the best performances from various concert dates and adding overdubs to them in the studio. Technically he could make use of a velocity regulator. The chances that two separate recordings are exactly in pace together are nil. The advantage is the degree of perfection that can be found on this album. The disadvantage is that it is giving away the idea of being present at a specific concert. With "Tinsel town rebellion" his attitude was again changing in the sense that the number of overdubs was turned down.

Easy meat, opening (midi file).

Easy meat, opening (transcription).

The second song on "Tinsel town rebellion", "Easy meat", had been on the concert program for two years and shows how well the manipulating of tracks can work out. The album piece is made up of two different concert recordings and has heavy overdubbing on the keyboard sequence. "Ship arriving too late to save a drowning witch" from 1982 is another example of a heavily manipulated album in this positive sense. For most of his live CDs to come - and that is a lot - Zappa kept combining the best tracks from different occasions, but mostly refrained from overdubbing.
How "Easy meat" was build up in three steps can be followed quite extensively via the different channels in which versions of this song have become available, being nine in total today. All versions have larger guitar solos in them, so it's not an overcopious exhibition.
1970 tour:
- The Mothers 1970. When the ZFT released "The Mothers 1970" in 2020, an official recording demonstrated that this title already got performed live in 1970, thus being composed a lot earlier than 1978, the first available official source from before 2020 (bootleg collectors must have already known this). In 1978 the band continued with where the 1970 band left off.
1978 tour:
- BTB: At the circus. Here the opening of the main melody is the central element of the song. It's present in bars 4-6 of the transcription above, with the line "This girl is easy meat, I've seen her on the street". These bars are used for the introduction as well as as a vamp for the guitar solo. Nor the 1981 opening vamp, nor the instrumental sequence existed in this phase.
- BTB: Saarbrücken. This one goes the same, it's from the same European tour, visiting cities in Germany. There's only a few days gap between this one and the previous one.
- ZFT: Halloween. The same set up from the U.S. leg of the 1978 tour.
1979 tour:
- BTB: Any way the wind blows. Now the characteristic Easy meat riff turns up, as transcribed in bar 1 above. This riff becomes the vamp for the 1979 guitar solos.
- Trance-fusion, Ask dr. Stupid. A guitar solo over this Easy meat riff, so quite obviously it stems from an Easy meat performance.
1980-82 tours:
- Tinsel town rebellion. Easy meat full blown. A "classic" keyboard sequence got added to the song. The guitar solo for these tours has become a pedal note solo instead of the earlier solos over a vamp. Over the introduction with the Easy meat riff a highly syncopic melody is played, as transcribed in bars 2-3 above.
- ZFT: Buffalo. There are only a few days between this version and the Tinsel town rebellion version, the latter combining two performances from the same U.S. tour. On this occasion the syncopic melody is absent. Special for the guitar solo is that Zappa starts a chord progression half way (6:29), that is used by the bass as a vamp for the remainder of this solo.
- The dub room special. The set up in this case is identical to the Tinsel town rebellion version from a year before, the little syncopic melody thus included again. Available on DVD and CD.
- YCDTOSA V. A version from the 1982 European tour, again with the same basic set up, though with some detail differences in the way the main riff is played.
The theme from "Easy meat" is in straightforward 4/4, rhythmically easy, except for the syncopic melody in the transcribed bars 2 and 3. On "Tinsel town rebellion" it begins with the chord progressions E-B and E-F#. Both E and F# can be interpreted as key notes, thus the scale here can be seen as either E Lydian or F# Mixolydian. In bar 8 it has modulated to F# Dorian. In bars 11-12 you've got chromatic passages on beats 3-4, probably partially improvised. The first example from above is the first statement of the theme, to be heard between 0:00 and 0:46. The next example contains 8 bars from the keyboard interlude, including the overdubbing by Tommy Mars. The "Zappa 80 Mud Club/Munich" release by the ZFT lets you know how this interlude sounded without these overdubs.

Easy meat, 1:55-2:21 (midi file).

Easy meat, 1:55-2:21 (transcription).

Bars 1-4 are played as a sequence:
- The lead melody from staff 1 gets transposed down a minor third each bar.
- The bass is playing chromatically downwards, starting on F in bar and also starting a minor third lower each bar. The position of the bass is such that no minor second dissonances get created between staves 1 and 4.
- Staves 2 and 3 are filling this in harmonically with Tommy Mars following the chromaticism by the bass, avoiding sharply dissonant chords and altering notes all the time.
Bars 5-8 are a more regular chord progression:
- Bars 5-6 are the only bars from this example that one might attribute to a specific scale: E major.
- During bars 7-8 the bass is playing chromatically again, causing the chords to be derived from various scales. In bar 7 the progression is F#m-Db- Cm-5 -Db. Bar 8 has the descending bass returning. The notes from staff 2 are difficult to discern.

Easy meat, 3:19-3:41 (midi file).

Easy meat, 3:19-3:41 (transcription).

This third example includes the first five bars from the solo. In the Shut up 'n play yer guitar section at "Beat it with your fist" you can read that Zappa preferred his bass player not to get too active during his solos. But as it comes to the drum part, Vinnie Colaiuta commented that one couldn't become overactive. Which is happening here. At the start of the guitar solo from "Easy meat" the bass is just giving an E pedal, while the drum part is very dense (not shown in the transcription). The interlude from above gets ended abruptly by an insert with brass players and a voice whispering, recorded earlier, the kind of interruptions Zappa liked to add. This insert gets segued by the guitar solo, introduced by three bars with keyboard chords. At the end of the solo the is moving over to the interlude once more, followed by a return of the main theme, this time fluently without inserts. The solo shows the same ambiguity about tonics as the solo. It starts brightly in E Lydian, later on it becomes an F#-G alternation. Starting at 6:05 it's an F# pedal for while, modulating to F# Mixolydian. At 6:37 we're back at E Lydian. The solo ends with F# as chord.

3. For the young sophisticate

"For the young sophisticate" is a shorter song. Zappa first recorded this piece around 1973 and was contemplating to release it on "Läther" as a four record set. At that point it was a cruder version, that you can hear on the ZFT release of "Läther" (see the corresponding section for its opening). It's one of the tracks that Zappa specifically included on "Läther" only, not being part of the tapes that he had handed over to Warner Bros.

Zappa interview 1981 To the right a screenshot from the 1981 "Talking with Frank Zappa" interview by Chuck Ash of the Pennsylvania State Police about his anti-drugs stand. A quote from this interview regarding punk and new wave:
- Q. What do you think of the punk and the new wave type of music, you're personal opinion of that.
- A. Well, the same truth as of all types of music, there are good examples and bad examples. There are some songs in punk and new wave I enjoy listening to, and there are even a few country and western songs that I enjoy listening to. But generally I'm not a consumer of pop music.
- Q. Do you think that the styles of punk and new wave will last, do you think it will continue.
- A. It will last as long as somebody in the media thinks they can make money of it by perpetuating the myth that it is actually new.

4. Love of my life

About a third of "Tinsel town rebellion" is made up of new live versions of pieces that Zappa had recorded in the studio earlier. "Love of my life" was first released on album with "Cruising with Ruben and the Jets", but goes back to the Cucamonga period, when it was released as a single. The Studio Z section from this study contains the opening of the "Tinsel town rebellion" version of this song. Of interest is also the recording at the Mudd club, to be found on "YCDTOSA vol. IV". It's from the same year as the "Tinsel town rebellion" version, but recorded at a smaller club with a 2-track recorder, giving a pretty different atmosphere.

5. I ain't got no heart

The original studio recording of "I ain't got no heart" is present in the Freak out! section of this study. While "Love of my life" is quite enriched compared to the earlier sixties recordings, "I ain't got no heart" goes basically the same as the studio recording. The lyrics of tracks 4 and 5 are outspoken opposites of each other, something that didn't bother Zappa.
To the right the Berkeley Community Theater, where half of the tracks from "Tinsel town rebellion" were recorded. The college community, as Zappa says during the next song. The CD specifies the locations of the recordings, but not the dates. The tracks were recorded between 1978 and 1980, which explains the large number of musicians involved. The gig list sources, mentioned in the left menu of this site at the live recordings section, can help to specify the exact dates of the recordings and the musicians participating in each song.

6. Panty rap - The Madison panty-sniffing festival

The "Panty rap" has a reggae vamp of four bars with two alternating chords. The harmony is the same as in the "Black napkins" vamp, thus an alternation between C# minor and D Lydian. With the D# from C# minor not being actually played in the transcribed bars, it can also be seen as a I-II alternation in C# Phrygian (I'm not hearing a D# anywhere in the song when the C#m chord is played, but I may be missing an instance).

Panty rap, opening (midi file).

Panty rap, opening (transcription).

It's an amusing example of how Zappa could entertain his audience by addressing little speeches to them. The word "rap" is used here as a kind of a joke, but "Trouble every day" from 1966 is genuine rap long before it got popular at the end of the eighties. See "Promiscuous" in this study for more about rap.

panty quilt During the tour of 1980, Zappa stimulated the habit of some of his female fans to throw their underwear on stage. The rap is about collecting these panties and brassieres for making a quilt. It took the artist Emily James more than a year to construct this quilt. There are some pictures of it on the net like at Zappa returned to the subject in a more bizarre manner on "The man from Utopia" with "The jazz discharge party hats". Even on this subject Zappa isn't really consistent. In the "Panty rap" he's talking about big old ugly cotton jobs (as opposed to bikinis). On "The jazz discharge party hats" it's "traditional cotton, how sweet". To the left: upper left corner of the quilt by Emily James.

The Madison panty-sniffing festival, 0:17-0:32 (midi file).

The Madison panty-sniffing festival, 0:17-0:32 (transcription).

"The Madison panty-sniffing festival" is another episode of this panty collecting event, musically totally different. It begins with a short instrumental intro, probably seguing upon the previous song. Next you've got Zappa talking over a plain C pedal bass figure in 12/8. Next the song continues in 4/4 with a bass vamp. Bars 4-5 from the example above are this vamp with some improvised harmonies on keyboard and guitar, just before the panty collecting begins. The 4/4 bars last just as long as the 12/8 bars, as indicated above bar 4 (some people prefer to notate the 12/8 bars as 4/4 bars with triplets in such a context). The key is C Mixolydian.

7. Tell me you love (1980)

The original studio version of "Tell me you love me" (1970) gets dealt with in the Chunga's revenge section. Both versions go largely the same regarding their structure, but the live version is played a bit faster.

Tell me you love (1980), 0:00-0:16 (midi file).

Tell me you love (1980), 0:00-0:16 (transcription).

The more notable difference is the harmonization. While the 1970 version plays the riff as a single melody, in 1980 it has become a chord progression. It incorporates some three guitarists, so the exact voicing of each note can't be notated with absolute certainty. Characteristic of the 1980 version is also the addition of a keyboard figure during the main theme, staff 2 from bar 5 onwards. "Tell me you love" is one of many examples of mingling Dorian and Mixolydian. In both the 1970 and the 1980 version, the A natural and A# are used next to each other as equivalent.

8. Now you see it-now you don't

"Now you see it-now you don't" is a guitar solo from the recent tours, released here as a separate track instead of being part of a song. The song it was part of is probably "King Kong". Zappa cites a few motifs from its main theme between 2:18 and 2:28 and the keyboard returns to these motifs at 4:48, near the end of this track. It's a prelude to the next "Shut up 'n play yer guitar" set, with twenty of such individual guitar solo tracks. It's a pedal note solo in Eb Lydian. Sometimes the bass plays F-Eb, sometimes Eb-F, which is probably the reason why Brett Clement in his response to me writes that it can be interpreted as both Eb Lydian and F Mixolydian. Halfway, 2:08 through 3:05, you can hear another bass vamp with Eb-C with the C being lower and longer held. One might call this a modulation to C Dorian. Next you're getting at Eb-C and Eb-Bb alternating etc.

Now you see it-now you don't, 0:00-0:20 (midi file).

Now you see it-now you don't, 0:00-0:20 (transcription).

The example above is its opening. Notable is that the bass player skips the downbeat every two bars. The drummer does play the downbeat at these points, a stronger bass drum beat (not included in the transcription). It goes a bit reggae-like like this. Compare it with the "Panty rap" track from above. Rhythm guitars are present, playing lightly in the background, most of the time not brightly enough to transcribe them. Staff two represents a few chords. Much better audible is the keyboard part from staff 3. The Eb as bass pedal only appears first in bar 3. It takes a little while to hear the pattern being stable and the Eb being a steady tonic till it starts to fluctuate halfway.

9. Dance contest

Dance contest from Baby snakes "Dance contest" is one of many examples of Zappa letting the audience participate in a concert. Here it's about people coming on stage with some short dialogues taking place between them and him. On CD it segues into "The blue light", thus suggesting this was the music they were supposed to dance to. These two tracks are from different concerts, so what they actually danced to is left in the dark. Full dancing events can be heard and seen on the "Roxy, the movie" and "Baby snakes" DVDs (screenshot to the right).

Dance contest, 1:14-1:23 (midi file).

Dance contest, 1:14-1:23 (transcription).

Musically "Dance contest" is built around a vamp. It has reached its constant form at 0:35, played around a little from that point onwards. It's a vamp of two bars in E Dorian. The example above contains two instances. Bars 1-2 are the figure in its constant form. For the lower bass line it contains an E going to A, moving over the bar line in a syncopic way, followed by G and A, next going back to E again. According to the bootleg collectors, this piece followed upon "Conehead". Indeed this line can be seen as a continuation upon the "Conehead" bass figure (see the Läther section for a transcription of "Conehead"). On top of that you've got the bass guitar and/or rhythm guitar slapping notes, occasionally accompanied by some keyboard/synthesizer harmony notes in the background. Bars 2-3 of the example are the most disco-like section from the piece, with the heavy four-on-the-floor drum beats. At 2:00 this vamp is left for the "important message for all the cute people all over the world". The bass guitar starts to cite from "I'm so cute" from "Sheik Yerbouti". From 2:22 onwards the piece continues like a more free improvisation.

10. The blue light

"The blue light" is a peculiar song. It has only one recurring theme. It's made up of little blocks with Zappa speech-wise talking, interrupted by motifs played and sung by the band. He would do a lot of such recitatives during his early eighties concerts. See the Man from Utopia section for this topic. It sometimes sounds as if Zappa is improvising, the structure coming over as a bit chaotic. But when you hear the band reacting to the words, you know almost all of it must have been planned and well-rehearsed. Next is the opening of this song.

The blue light, opening (midi file).

The blue light, opening (transcription).

- Bars 1-4. This is another example of Zappa using two meters simultaneously. The bass keeps playing a lick, forming the A7 chord (no third). Combined with the guitar part of staff three, playing mostly the A chord, the overall sound of the rhythm section shows an extensive use of the dominant 7th chord in A Mixolydian. Over this the guitar from staff two is playing a progression/little melody with 7/4 as length. It's being played around the chord progression I-IV-I 7th-I (5th or 7th) -I, followed by the melodic line A-B-G-A-F#-G-E-F#. These figures are played twice, with the second guitar sometimes participating. I've notated this in 4/4, indicating the part in 7/4 with dashes.
- Bars 4-14. Sustained chords by the keyboards with the bass continuing with its lick. The chord progression is I-I-VII-I-I-VII-IV, followed by an evasive C-chord, implying a modulation to A minor/Dorian at the end (bar 14). The I chord combined with the bass lick is continuing with letting the dominant 7th sound. The guitars continue in the background with feedback notes. They are playing freely and irregular, with the transcription only approximating their movements. At several points there's also a very high unintended feedback audible, that I've not included. Most chords are entering off beat.
- Bar 15. First bar with Zappa speech-wise singing with only the drummer continuing (so far this example has been instrumental).
- Bar 16-17. The band reacts along the Ab and G chords.
- Bar 18. Second episode with Zappa speech-wise singing, now accompanied by high keyboard chords.
This process continues till towards the end the progression from bars 4-14 returns as, what now turns out to be, the main theme/chorus of the song.
The musical tracks and part of the vocal tracks from "The blue light" got re-used for "Galoot up-date", a song from the 1984 release "Thing-Fish". Another part of "The blue light" is included in the corresponding section of this study. It has Thing-Fish doing the talking over the vamps from the song instead of Zappa.

11. Tinsel town rebellion

To the right Zappa as a band leader in a ball room from the twenties. The lyrics of the title track don't refer to the twenties, but recent trends in pop music. Interesting is the other live version on "Does humor belong in music?". That one contains a number of amusing references to pop clichés. Typical ballroom music is present in the first "Paroxysmal splendor" example from this study, Chicago '78 section.

Tinsel town rebellion, main theme (midi file).

Tinsel town rebellion, main theme (transcription).

The example above is the main theme from "Tinsel town rebellion" as played between 0:59 and 1:19. It looks like Zappa is trying to make a connection between this theme and the album cover for using traditional jazz-type music you might play in a ballroom. He did refer to pre-war music earlier with "It's from Kansas" and "Bow tie daddy", both examples being present in this study. Here it involves:
- A walking bass.
- Instances of singing/playing just before or after the downbeat.
- The slower tempo, contrasting with the more rock-like other themes of this song.
Quite obviously such a theme also contrasts with the new wave and punk music this song is referring to. Nominally this theme is in F# Dorian with the basic chord progression F#m7-C#m-B- B+5 -E. Many chromatic notes are involved. Zappa sings rather flatly over this progression, almost speechwise, causing some odd rhythms and a quartertone flat, when I'm hearing it correctly.

12. Pick me, I'm clean

In 2006 the ZFT released the whole 1980 Buffalo concert as a double CD, complementary to "Tinsel town rebellion". It offers 26 tracks, all including alternative bars to a more or lesser extent. Some songs are more basic versions, like "You are what you is" without the vocal overdubs. Others can be quite interesting variations upon the original as the "Honey, don't you want a man like me" version (see the YCDTOSA section of this study). "The torture never stops" gets dealt with in the Man from Utopia section. It's remarkable to see that many differences between the "Buffalo" and the "Tinsel town rebellion" version of "Pick me, I'm clean", because they are both from the U.S. fall tour. Some of the differences are:
- The "Tinsel town rebellion" version has an instrumental intro with a little theme entirely of its own. It's made up of a chord progression over a bass motif in D Mixolydian. Rhythmically these chords can be on beat, off beat and before beat, seeking for variation within a 4/4 meter. The "Buffalo" intro is made up of an instrumental execution of the opening theme of the song, followed by two transitory bars.
- The "Buffalo" version goes much faster than the "Tinsel town rebellion" version.
- The bass during the opening theme on "Buffalo" plays parallel with this theme, whereas on "Tinsel town rebellion" it plays a little riff of its own. Harmonically this opening theme is based upon a I-VII alternation in C Lydian, repeated four times, after which it ends with the III 9th chord in bar 13.
- Both executions have a fine C Lydian solo in them. The "Buffalo" solo is much longer and wouldn't have been misplaced in the "Shut up 'n play yer guitar" collection. In both solos the bass starts off alternating C and D. At various points they are moving more freely. On "Buffalo", for instance, the bass takes over a guitar motif at 7:00 and starts varying this motif in 3/4.

Pick me, I'm clean, Tinsel town rebellion, opening (midi file).
Pick me, I'm clean, Buffalo, section (midi file).

Pick me, I'm clean, Tinsel town rebellion, opening (transcription).
Pick me, I'm clean, Buffalo, section (transcription).

There are also some differences in sound quality and production techniques etc. Zappa isn't there anymore to select the best parts of a tour and apply his knowledge as a producer. I know too little about recording techniques to know what might cause this, lesser equipment available at a specific concert or studio editing and mixing. You can for instance notice that the solo on "Buffalo" isn't double channeled. The temporary setback at 4:57 to a two track recording appears to have been caused by a hiss on the multitrack tape. Better solve it this way than miss the solo.

13. Bamboozled by love

Like "Your mouth", "Bamboozled by love" has ugly lyrics about violent thoughts within a relationship when jealousy gets into the picture. The example below is part of the verse. It's in a straightforward on beat 4/4 rhythm in A Dorian. Notable is that the lyrics are sung rather speechwise, so that the whole doesn't sound as static 4/4. It's difficult to get this accurately on paper, only the points where everything is equal are clear.

Bamboozled by love, 0:27-0:50 (midi file).

Bamboozled by love, 0:27-0:50 (transcription).

Denny Walley is soloing through much of this song (staff 3 from the example). He also plays the first solo during the instrumental intermezzo, starting at 3:00. This intermezzo is applying the blues scheme. Zappa himself follows Walley with a second solo.

14. Brown shoes don't make it (1981)

Regarding song structuring "Bamboozled by love" and "Brown shoes don't make it" are opposites. The first follows the regular verse-chorus structure, the second comprises a multitude of themes, styles, meters, harmonies etc. "Brown shoes don't make it" first appeared on record in 1967. Two examples from "Brown shoes don't make it (1968)" are presented in the Absolutely free section. This live version is very welcome. Not only are there many version differences at a detail level, it's also pleasant to be able to hear this song with the level of sound quality Zappa had reached around 1980.

Brown shoes don't make it (1981), 4:05-4:25 (midi file).

Brown shoes don't make it (1981), section (score/transcription).

The example above is the interlude, starting at 4:05. It contains:
- Bars 1-2: Rhythmically this section begins with a pedestrian beat in 3/4. It's in D Lydian with the total harmony being extended to I 13th. Only the C# isn't involved.
- Bars 3-5: A chord progression built around II-III-VII-V-VII-VI. It's done in a manner that various chord types are passing by: triads, suspended chords, 7th chords and larger chords. In the descant line the use of parallel fifths can be discerned.
- Bars 6-7: Melodic lines in A Dorian. Beat three of bar 7 suggests another modulation, but this doesn't get confirmed in bar 8.
- Bar 8: Instead the music jumps overnight into a sustained dissonant chromatic chord.
- Bars 9-11: A sustained Bbsus2 chord for the descant, further harmonizied in three different manners by the bass. Subsequently the combinations are:
a) Ab-Db-Bb-C-F.
b) G-C-Bb-(C)-F.
c) Eb-Ab-Bb-C-F.
These combinations belong to the same diatonic scale but there's no active tonic here (it floats). In the Songbook bars 8-11 from above are notated as indeterminately held notes in two bars. Because I'm executing my transcriptions as midi files too, I've notated these bars in a manner that they approach what's going on on the CD. It's played as sort of in 4/4, when you allow an amount of rubato.
- bar 12(-13): Another modulation to C. Here the midi file stops, but above I've included some more bars from the Songbook as an example of the many style changes during this composition. It indicates "Tempo di Cocktail lounge". Harmonically it's quite complex, as is also "America drinks and goes home" from "Absolutely free". Here it's built over a chromatic bass line, C-C#-D-Eb-C-C#, touching upon chords from various diatonic scales. Next are some more styles passing by.

Brown shoes don't make it (1981), 3:06-3:32 (midi file).
Brown shoes don't make it, piano excerpt from the Songbook #1 (midi file).

Brown shoes don't make it (1981), 3:06-3:32 (score/transcription).

This block is described as a slow shuffle in the Songbook. Rhythmically the Songbook goes quite different from the album version, so I've included both as score and midi file alike.
- Bars 1-5: While the Songbook is using the quarter and eighth notes as time unit, it's all triplets on the album. The album version could be notated in 12/8 just as well. The sung part from staff one is close to speech-wise singing, so you might choose to notate the pitches with crotches. Notable is the A-Ab (G#) dissonance in the bass. Otherwise is contains a series of regular triads. The Songbook and the album are using the same notes for the bass part from bars two, four and six, but in a reversed following order. At this point the song is in A minor.
- Bar 6. A pattern breaking bar with quintuplets. It's atonal and deliberately irregular. In cases as this Zappa found the rhythm and irregularity itself more important than playing the exact notes (see also "Approximate" and "Don't you ever wash that thing"). On the album you've got three people playing them with some amount of freedom compared to the Songbook. The transcription is by approximation (I can't distinguish every single note these people are playing).
- Bar 7. A bar in Ab Mixolydian, making use of parallel fifths.
- Bar 8. An abrupt modulation to what you might call C# Dorian.
- Bar 9. A transitory bar.
- Bar 10. The first bar of a block called "Fast Motown" in the Songbook. In the Songbook it's notated in 8/8 with the word fast indicating that it should be played much faster than the previous slow shuffle block. On the album the tempo gets doubled, so I've notated it as switch from 4/4 to 4/8.

Brown shoes don't make it, piano excerpt from the Songbook #2 (midi file).

Brown shoes don't make it, sample (score).

This last section is played between 5:28-5:39 on the album, called corny swing. Nominally it's in Bb, but with chromatic passing notes and evasions to for instance a G7 chord in bar 2. When he originally wrote this song, Zappa didn't have daughters yet. In 1979, when this version of the song was recorded, he had two younger daughters himself. "What would you do, daddy?" got replaced by band members asking a more general "What would you do, Frankie?".

15. Peaches III

"Peaches III" is the third version of "Peaches en regalia" in Zappa's own CD catalogue. For all three instances the main melody and the structure of the song are the same, so the differences lie in the instrumentation, chords and accompanying lines. See the Hot rats section for the opening bars of the first recording of "Peaches en regalia" from 1969. The second recording appeared shortly afterwards on "Fillmore East", a live recording with Flo and Eddy singing part of the melody (without text). Zappa decided to release the 1979/1980 live version as well on "Tinsel town rebellion" because of the weirdness included. This applies specifically to the part below, the end of the original song, and the ensuing concert finale. This finale takes up the last two minutes of the song and is not specifically related to the themes from "Peaches en regalia". It just happened to be the last song of the program.

Peaches III, section (midi file).

Peaches III, section (transcription).

For bars 1-3 and the first half of bar 4 all staves are played on odd sounding synthesizer keyboards. The lead melody in staff 2 is played on two different sounding synthesizers for the left and right channel of the stereo field. In bar 2 you have somebody saying "Brothers and sisters" in the background, just like that without further context. Most of this example is in 4/4, with the rhythm on beat. The quintuplet and triplet for the lead melody in bar 3 create a nice acceleration and slowing down again effect. The figure in bar 4, staff 3, is improvised. The example in the Hot rats section shows more of the rhythmic variation that you can encounter in this song. This part of "Peaches III" is in B minor and two uncommon variants upon this scale. At various points you have the C# and F# altered to natural, so what is getting used here is:
- B-C#-D-E-F#-G-A: normal B minor (Aeolian).
- B-C#-D-E-F-G-A: B minor variant with F natural.
- B-C-D-E-F-G-A: B Locrian.
The opening of "Peaches en regalia" is in B Dorian with a G# as well for what I call theme A in the Hot rats section. This specific section is theme B repeated three times in different settings. For theme B the G is always natural. Bars 5-12 of the example here are in normal B Minor (Aeolian). In bars 1-3 and the first half of bar 4, Zappa is using a bass line specific for the "Peaches III" version. It has an F natural in it. So for bars 1-2 it's the variant with F natural. In bars 3-4 the C# also becomes natural. Of the seven theoretically possible diatonic scales, Phrygian and Locrian are usually only mentioned for completeness in harmony text books. They start with a minor second and specifically Locrian is seldom used. Zappa uses Phrygian every once in a while, but Locrian is also in Zappa's music an obscurity. It just happens here that you get the complete Locrian scale for a short period. The original melody applies the C natural as an altered note and here it occurs in combination with a bass figure that consistently uses an F natural.
In bar 5 the music has turned to normal B minor and the C natural in bar 7 can be seen as a normal altered note. The odd synthesizer sounds have vanished as well. The harmonies are different from the "Hot rats" version, but also here triads are combined with wider chords. Especially the progression in bars 7-8 is making use of extended chords as D 11th. In bars 11-12 the standard "Peaches en regalia" melody comes to an end. These two final bars are played in a slower tempo. The last D note of bar 11 doesn't lead to an E, as in bar 8, but keeps being sustained for another 3/4 bar. Next the oddities return with the atonal bars 13-14, that lead to the concert finale.

Cafe Zappa in Horsens, Denmark. Photo by Stefan Boerboom.

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