The Making Of Freak Out! An FZ Audio Documentary

The MOFO Project/Object

(Frank Zappa, 4CD, Zappa Records ZR 20004, December 12, 2006)

disc 1

  1. Hungry Freaks, Daddy 3:32
  2. I Ain't Got No Heart 2:34
  3. Who Are The Brain Police? 3:25
  4. Go Cry On Somebody Else's Shoulder (FZ/Ray Collins) 3:43
  5. Motherly Love 2:50
  6. How Could I Be Such A Fool? 2:16
  7. Wowie Zowie 2:55
  8. You Didn't Try To Call Me 3:21
  9. Anyway The Wind Blows 2:55
  10. I'm Not Satisfied 2:41
  11. You're Probably Wondering Why I'm Here 3:41
  12. Trouble Every Day 5:53
  13. Help, I'm A Rock 4:42
  14. It Can't Happen Here 3:59
  15. The Return Of The Son Of Monster Magnet 12:22

disc 2

  1. Hungry Freaks, Daddy—Vocal Overdub Take 1 3:47
  2. Anyway The Wind Blows—Vocal Overdub 2:54
  3. Go Cry On Somebody Else's Shoulder—Vocal Overdub Take 2 (FZ/Ray Collins) 3:48
  4. I Ain't Got No Heart—Vocal Overdub Master Take 2:37
  5. Motherly Love—Vocal Overdub Master Takes 3:09
  6. I'm Not Satisfied—2nd Vocal Overdub Master, Take 2 (Rough Mix) 2:38
  7. You're Probably Wondering Why I'm Here—Vocal Overdub Take 1 (Incomplete)/Take 2 (Incomplete) 1:58
  8. You're Probably Wondering Why I'm Here—Basic Tracks 3:40
  9. Who Are The Brain Police?—Basic Tracks 3:42
  10. How Could I Be Such A Fool?—Basic Tracks 2:24
  11. Anyway The Wind Blows—Basic Tracks 2:48
  12. Go Cry On Somebody Else's Shoulder—Basic Tracks (FZ/Ray Collins) 3:43
  13. I Ain't Got No Heart—Basic Tracks 2:36
  14. You Didn't Try To Call Me—Basic Tracks 3:00
  15. Trouble Every Day—Basic Tracks 7:11
  16. Help, I'm A Rock—FZ Edit 5:48
  17. Who Are The Brain Police? (Section B)—Alternate Take 1:15
  18. Groupie Bang Bang 3:51
  19. Hold On To Your Small Tiny Horsies . . . 2:08

disc 3

  1. Objects 4:32
  2. Freak Trim (Kim Outs A Big Idea) 5:14
  3. Percussion Insert Session Snoop 3:18
  4. Freak Out Drum Track w/ Timp. & Lion 4:04
  5. Percussion Object 1 & 2 6:01
  6. Lion Roar & Drums From Freak Out! 5:36
  7. Vito Rocks The Floor (Greek Out!) 6:09
  8. "Low Budget Rock & Roll Band" 2:14
  9. Suzy Creamcheese (What's Got Into You?) 5:49
  10. Motherly Love 3:12
  11. You Didn't Try To Call Me 4:06
  12. I'm Not Satisfied 2:53
  13. Hungry Freaks, Daddy 3:37
  14. Go Cry On Somebody Else's Shoulder (FZ/Ray Collins) 2:31

disc 4

  1. Wowie Zowie 3:02
  2. Who Are The Brain Police? (Section A, C, B) 4:32
  3. Hungry Freaks, Daddy 3:37
  4. Cream Cheese (Work Part) 8:18
  5. Trouble Every Day 2:39
  6. It Can't Happen Here (Mothermania Version) 3:19
  7. "Psychedelic Music" 2:34
  8. "MGM" 1:54
  9. "Dope Fiend Music" 2:06
  10. "How We Made It Sound That Way" 5:08
  11. "Poop Rock" 0:46
  12. "Machinery" 1:00
  13. "Psychedelic Upholstery" 1:44
  14. "Psychedelic Money" 1:34
  15. Who Are The Brain Police? 3:39
  16. Any Way The Wind Blows 2:58
  17. Hungry Freaks, Daddy 3:33
  18. "The 'Original' Group" 1:29
  19. "Necessity" 1:18
  20. "Union Scale" 1:47
  21. "25 Hundred Signing Fee" 1:12
  22. "Tom Wilson" 0:33
  23. "My Pet Theory" 2:18
  24. "There Is No Need" 0:43

Produced by Tom Wilson and FZ
Director of engineering: Val Valentin
The world's most patient engineers: Ami Hadani & Tom Hidley

Remix engineers: Stan Agol (1970), Bob Stone (1987) & Joe Travers (2005)
Fillmore Auditorium recordings engineer: John Judnich (1966)
Freak Out! remastered by Doug Sax with Sangwook "Sunny" Nam in Ojai, CA
Audio restoration & mastering by John Polito, Audio Mechanics, Burbank, CA (2006)

Original cover design: Jack Anesh
Original cover photo: Ray Leong

MOFO produced by Gail Zappa and Joe Travers
Vaultmeisterment by Joe Travers
Liner notes by David Fricke & Chris Riess
Executive production, art direction & text by GZ
Art direction & layout by Tracy Veal, Creative Portal

The Mothers of Invention:
Frank Zappa—Musical director, guitar & vocals
Ray Collins—Lead vocalist, harmonica, tambourine, finger cymbals, bobby pin & tweezers
Jim Black—Drums (also sings in some foreign language)
Roy Estrada—Bass & guitarron; boy soprano
Elliot Ingber—Alternate lead & rhythm guitar with clear white light

THE MOTHERS' AUXILIARY
Gene Estes—percussion
Eugene Di Novi—piano
Neil Le Vang—guitar
John Rotella—clarinet, sax
Kurt Reher—cello
Raymond Kelley—cello
Paul Bergstrom—cello
Emmet Sargeant—cello
Joseph Saxon—cello
Edwin V. Beach—cello
Arthur Maebe—French horn, tuba
George Price—French horn
John Johnson—tuba?
Carol Kaye—12-string guitar
Virgil Evans—trumpet
David Wells—trombone
Kenneth Watson—percussion
Plas Johnson—sax, flute
Roy Caton—copyist
Carl Franzoni—voice
Vito—voice
Kim Fowley(Featured on hypophone)
Benjamin Barrett—contractor
David Anderle
+
Motorhead Sherwood—noises
Mac Rebennack (aka Dr. John)—piano
Paul Butterfield
Les McCann—piano
Danny Hutton
Cory Wells
Mike Clarke
P.F. Sloane
Bobby Beausoleil—vocals
Terry Gilliam ?
Jeannie Vassoir(the voice of Cheese)

disc 1

Freak Out! (original vinyl mix)

disc 2

1. Hungry Freaks, Daddy—Vocal Overdub Take 1 3:47

T.T.G. Studios, LA
March 9, 1966

Engineer: "Angry Freaks," take one.

Engineer: "Hungry Freaks," overdub, take one. [...] one.

FZ: One, two, three, four . . .

Mister America
Walk on by
Your schools that do not teach
Mister America
Walk on by
The minds that won't be reached
Mister America
Try to hide
The emptiness that's you inside
When once you find that the way you lied
And all the corny tricks you tried
Will not forestall the rising tide of
Hungry freaks, Daddy . . .

They won't go
For no more
Great mid-western hardware store
Philosophy that turns away
From those who aren't afraid to say
What's on their minds
(The left-behinds of the Great Society)

Mister America
Walk on by
Your supermarket dream
Mister America
Walk on by
The liquor store supreme
Mister America
Try to hide
The product of your savage pride
The useful minds that it denied
The day you shrugged and stepped aside
You saw their clothes and then you cried:
THOSE HUNGRY FREAKS, DADDY!

They won't go
For no more
Great mid-western hardware store
Philosophy that turns away
From those who aren't afraid to say
What's on their minds
(The left-behinds of the Great Society)

FZ: Obviously, one more time.

2 Anyway The Wind Blows—Vocal Overdub 2:54

T.T.G. Studios, LA
March 9 & 11, 1966

Any way the wind blows
Is-a fine with me
Any way the wind blows
It don't matter to me
'Cause I'm thru with-a fussin'
And-a fightin' with-a you
I went out and found a woman
Who is gonna be true
She makes me oh so happy now
I'm never ever blue
Any way the wind blows
Any way the wind blows
Any way the wind blows

She is my heart and soul
And she loves me tenderly
Now my story can be told
Just how good she is to me
Yes, she treats me like she loves me
And she never makes me cry
I'm gonna stick with her
Till the day I die
She's not like you, baby
She would never ever lie
Any way the wind blows
Any way the wind blows
Any way the wind blows

Any way the wind blows
Any way the wind blows
Any way the wind blows

Now that I am free
From the troubles of the past
Took me much too long to see
That our romance couldn't last
I'm gonna go away
And leave you standing at the door
I'll tell you, pretty baby,
I won't be back no more
'Cause you don't even know
What love is for
Any way the wind blows
Any way the wind blows
Any way the wind blows

3. Go Cry On Somebody Else's Shoulder—Vocal Overdub Take 2 3:48

(FZ/Ray Collins)

T.T.G. Studios, LA
March 9, 1966

A year ago today
Was when you went away
But now you come back knockin' on my door
And you say you're back to stay . . .

Go cry
On somebody else's shoulder
I'm somewhat wiser now
And one whole year older
I sure don't need you now
And I don't love you
Anymore

You cheated me baby,
And told some dirty lies about me
Fooled around with all those other guys
That's why I had to set you free
I sure don't need you now
And I don't love you
Anymore

A year ago today
You went away
Now you come back cryin', cryin'
Darling, please, let me in
But I don't love you
I don't need you anymore
So go lean on . . . so go cry on
Somebody else's door

Go cry
On somebody else's shoulder
I'm somewhat wiser now
And one whole year older
I sure don't need you now
I don't love you
Anymore

Go ahead and cry
Go ahead and let the tears fall out of your eye
Let 'em fall on your dress
Who cares if it makes a mess?
I gave you my high school ring
Down at the malt shop, baby
We had a teen-age love
I thought it was sharp
It was really so grand . . . but

You cheated me baby
And told some dirty lies about me
Fooled around with all those other guys
That's why I had to get my khakis pressed
I sure don't need you now
And I don't love you
Anymore
(Well, I don't know . . . )

(Baby)
Darling
(I-I-I-I)
Is it any wonder
(I don't need you)
After the way you treated me at the malt shop
(I-I-I-I)
That I would come to the conclusion that
(I don't want you)
You never really did dig me anyway
(Baby, baby)
I don't know whether it was the amount of rose oil
I use on my pompadour or
(My, [pompous] baby)
Whether it was, I don't know
Whether it was my shoes or my shirt
(Oh, baby)
Maybe I didn't button my top button or something
(Oh, baby)
Maybe it was the sticker on the back of my black Cadillac limousine
That says Mary Poppins is a junkie . . .

FZ: One more time . . .

4. I Ain't Got No Heart—Vocal Overdub Master Take 2:37

includes an extract from Who Are The Brain Police? (Section B)

T.T.G. Studios, LA
March 10-11, 1966

Ain't got no heart
I ain't got no heart
To give away

I sit and laugh
At fools in love
There ain't no such thing
As love
No angels singing
Up above today

Girl I don't believe
Girl I don't believe
In what you say

You say your heart is only mine
I say to you:
"You must be blind!"
What makes you think that you're
SO FINE?
That I would throw away
The 'groovy' life I lead?
'Cause, baby, what you got, yeah,
It sure ain't what I need

Girl you'd better go
Girl you'd better go away
I think that life with you would be
Just not quite the thing for me
Why is it so hard to see my way?

Why should I be stuck with you
It's just not what I want to do
Why should an embrace or two
Make me such a part of you?
I ain't got no heart to give away

FZ: Think that makes it?

5. Motherly Love—Vocal Overdub Master Takes 3:09

T.T.G. Studios, LA
March 9, 1966

Motherly love
Motherly love
Forget about
The brotherly and other-ly love

Motherly love
Is just the thing for you
You know your Mothers' gonna love ya
Till ya don't know what to do

The Mothers got love
That'll drive ya mad
They're ravin' 'bout the way we do
No need to feel lonely . . .
No need to feel sad,
If we ever get a hold on you
What you need is . . .

Motherly love
(Come on, get it now)
Motherly love
Forget about
The brotherly and other-ly love
Motherly love
Is just the thing for you
You know your Mothers' gonna love ya
Till ya don't know what to do

Nature's been good
To this here band
Don't ever think we're shy
Send us up some little groupies
And we'll take their hands
And rock 'em till they sweat and cry
What you need is . . .

Motherly love
(Get it now)
Motherly love
Forget about
The brotherly and other-ly love
Motherly love
Is just the thing for you
You know your Mothers' gonna love ya
Till ya don't know what to do

We can love ya
Till ya have a heart attack
You'd best believe that's true
We'll bite your neck
And scratch your back
Till you don't know what to do
What you need is . . .

Motherly love
Motherly love
Forget about
The brotherly and other-ly love
Motherly love
Is just the thing for you
You know your Mothers' gonna love ya
Till ya don't know what to do

You know I've got a little motherly love for you baby, yeah
You know I've got a little motherly love for you honey, yeah
You know it doesn't bother me at all
That you're only eighteen years old
'Cause I got a little motherly love for you baby

6. I'm Not Satisfied—2nd Vocal Overdub Master, Take 2 (Rough Mix) 2:38

T.T.G. Studios, LA
March 10, 1966

Yeah!

Got no place to go
(I'm tired of walking
Up and down the street all by myself)
No love left for me to give
(I tried and tried
But no one wants me the way I am)
Why should I pretend I like
To roam from door to door
Maybe I'll just kill myself
I just don't care no more

Because
I'm not satisfied
Everything I've tried
I don't like the way
Life has been abusing me

Yeah!
Yeah!

Who would care
If I was gone
(I never met no one
Who'd care if I was dead and gone)
Who needs me
To care for them
(Nobody needs me
Why should I just hang around?)
Why should I just sit and watch
While the others smile
I just wish that someone cared
If I was happy for a while
Because
I'm not satisfied
Everything I've tried
I don't like the way
Life has been abusing me

Yeah!

7. You're Probably Wondering Why I'm Here—Vocal Overdub Take 1 (Incomplete)/Take 2 (Incomplete) 1:58

T.T.G. Studios, LA
March 9, 1966

Engineer: "You're Probably Wondering Why I'm Here," vocal overdub, take one.

You're probably wondering
Why I'm here
And so am I
So am I

Just as much as you wonder
'Bout me bein' in this place
(Yeah!)
That's just how much I marvel
At the lameness on your face
You rise each day the same old way
You rise . . .
CUT!

Engineer: Take two, two.

FZ: I never thought I'd get to record by myself, but, I saved up a lot of money, went downtown and, and here we are!

You're probably wondering
Why I'm here
And so am I
So am I

Engineer: . . . feedback there on the speakers.

8. You're Probably Wondering Why I'm Here—Basic Tracks 3:40

T.T.G. Studios, LA
March 9, 1966

 

9. Who Are The Brain Police?—Basic Tracks 3:42

T.T.G. Studios, LA
March 9, 1966

 

10. How Could I Be Such A Fool?—Basic Tracks 2:24

T.T.G. Studios, LA
March 10, 1966

FZ: One! One, two, three, one, two, three . . .

11. Anyway The Wind Blows—Basic Tracks 2:48

T.T.G. Studios, LA
March 9 & 11, 1966

 

12. Go Cry On Somebody Else's Shoulder—Basic Tracks 3:43

(FZ/Ray Collins)

T.T.G. Studios, LA
March 9, 1966

 

13. I Ain't Got No Heart—Basic Tracks 2:36

T.T.G. Studios, LA
March 10, 1966

 

14. You Didn't Try To Call Me—Basic Tracks 3:00

T.T.G. Studios, LA
March 10, 1966

 

15. Trouble Every Day—Basic Tracks 7:11

T.T.G. Studios, LA
March 9, 1966

Well I'm about to get sick
From watchin' my TV
Been checkin' out the news
Until my eyeballs fail to see
I mean to say that every day
Is just another rotten mess
And when it's gonna change, my friend
Is anybody's guess

So I'm watchin' and I'm waitin'
Hopin' for the best
Even think I'll go to prayin'
Every time I hear 'em sayin'
That there's no way to delay
That trouble comin' every day
No way to delay
That trouble comin' every day

Wednesday I watched the riot . . .
I seen the cops out on the street
Watched 'em throwin' rocks and stuff
And chokin' in the heat
Listened to reports
About the whisky passin' 'round
Seen the smoke and fire
And the market burnin' down
Watched while everybody
On his street would take a turn
To stomp and smash and bash and crash
And slash and bust and burn

And I'm watchin' and I'm waitin'
Hopin' for the best
Even think I'll go to prayin'
Every time I hear 'em sayin'
That there's no way to delay
That trouble comin' every day
No way to delay
That trouble comin' every day

Well, you can cool it,
You can heat it . . .
'Cause, baby, I don't need it . . .
Take your TV tube and eat it
'N all that phony stuff on sports
'N all the unconfirmed reports
You know I watched that rotten box
Until my head begin to hurt
From checkin' out the way
The newsman say they get the dirt
Before the guys on channel so-and-so

And further they assert
That any show they'll interrupt
To bring you news if it comes up
They say that if the place blows up
They will be the first to tell,
Because the boys they got downtown
Are workin' hard and doin' swell,
And if anybody gets the news
Before it hits the street,
They say that no one blabs it faster
Their coverage can't be beat

And if another woman driver
Gets machine-gunned from her seat
They'll send some joker with a brownie
And you'll see it all complete

So I'm watchin' and I'm waitin'
Hopin' for the best
Even think I'll go to prayin'
Every time I hear 'em sayin'
That there's no way to delay
That trouble comin' every day
No way to delay
That trouble comin' every day

Hey, you know something people?
I'm not black
But there's a whole lots a times
I wish I could say I'm not white

Well, I seen the fires burnin'
And the local people turnin'
On the merchants and the shops
Who used to sell their brooms and mops
And every other household item
Watched a mob just turn and bite 'em
And they say it served 'em right
Because a few of them are white,
And it's the same across the nation
Black and white discrimination
Yellin' "You can't understand me!"
'N all that other jazz they hand me
In the papers and TV and
All that mass stupidity
That seems to grow more every day
Each time you hear some nitwit say
He wants to go and do you in
Because the color of your skin
Just don't appeal to him
(No matter if it's black or white)
Because he's out for blood tonight

You know we got to sit around at home
And watch this thing begin
But I bet there won't be many live
To see it really end
'Cause the fire in the street
Ain't like the fire in the heart
And in the eyes of all these people
Don't you know that this could start
On any street in any town
In any state if any clown
Decides that now's the time to fight
For some ideal he thinks is right
And if a million more agree
There ain't no Great Society
As it applies to you and me
Our country isn't free
And the law refuses to see
If all that you can ever be
Is just a lousy janitor
Unless your uncle owns a store
You know that five in every four
Just won't amount to nothin' more
Gonna watch the rats go across the floor
And make up songs about being poor

Blow your harmonica, son!

16. Help, I'm A Rock—FZ Edit 5:48

T.T.G. Studios, LA
March 12, 1966

Help, I'm a rock
Help, I'm a rock
Help, I'm a rock
Help, I'm a rock

Hah-hah-hah-hah-hah-hah-hah-hah-hah-hah-hah

Ay-yo ee-ow-ee-ow-ee
Veni-ma-no too mah
Veni veni ka toree tor (see'dra votra nee!)
Vedi-vedi ki-ta-la tom-bay
Vel-lay ka-la tay-la-tor
Vel-lay kay-la ta-la-sor
Vel-lay kay-lay ka-la-tor
Vel-lay kay-la sa-la-tay
Vor-a kor-ay tor-a-tor
Vel-la kay-la sa-la tch'ay
Vor-a kor-ay kay-a la kur'ad
Vor-a silli kay-t'ay tcha-to
Vor-a kay-ay tay-lay tay-ay tcha-to

Klanna-tholl
Klanna-tholl
Klanna-tholl
Pik-a-dill-a do-tchay
Pik-a-li-sa no-say (o-ooh)

Bi-ni-bi-ni me-ho-la-ka ta-ka-ho-ba
Say-kay pay-tay-ho-a-la tur-i-ca (Mee-oo-da-ra)
Chil-li pil-li ka-zi-o-bi-a bee bee bee bee (Do-dee-bop)
You know . . . (a-mad hee)

(Arrrrreeeeeeeeeeeee . . . )
Oooooooooooaaaaaaaaaa . . .
OOOOaaaaaaaaaaa . . . . . . . . . (ah, hah)

O-wee ya yo yo yo a-ki-o wee
A-ki-o-ka a-yi-a-ee
A-ki-o-ka o-ki-o-wee
A-ki-o-ka o-ki-o-wee
A-ki-o-ka o-ki-o-wee
A-ki-o-ka o-ki-o-wee
A ki-o-ka o-wee-say ya-vo

Pedi-goh
Pedi-koh
Ann-i tcho-ee-see-na
Per-a-ko-ee-say
Kar-ra
May-a-ta
Uh-oh
Uh-oh
Uh-oh
Uh-oh
Uh-oh
Hay-lo
Pray-lo
Say la do sa ka ho-say
Vay-lay ko say-let-a-no
Vay-la ka sa la to-shay
Va-la ko-lo-tay
Ay-o
Lay-o
Lay-o
Aaaaaaaayyyyyyyyyyyaaaaaaaaa
O-ha o-ha yew
Ah-yew
Lay la-fan
ah ah ah ah ah ah ah ah ah ah ah ah ah ah

Er-ooh
(Ah ah ah ah ah)
Ber-oo-ooh
Wer-oo-ooh
Ba-by-oh
Ba-by-oh
Ba-by-oh
Ah ah ah ah . . .

Help, I'm a rock!
Help, I'm a rock!
Somebody!
Help, I'm a rock!
Please!
Help, I'm a rock!
Please!
Help, I'm a rock!
Please!
Help, I'm a rock!
Wow!
Help, I'm a rock!
Wow!
Help, I'm a rock!
Help, I'm a rock!
Somebody helps me

Wow, man, it's a drag being a rock
(Help, I'm a rock)
(Help, I'm a rock)
(Help, I'm a rock)
I wish I was anything but a rock
Heck, I'd even like to be a policeman
Hey, you know what?
You know maybe if I practice, you know
Maybe if I pass my driving test
I could get a gig drivin' that bus that pick the freaks up
In front of Ben Frank's, right?

Help, I'm a cop!
Help, I'm a cop!
Help, I'm a cop!
Help, I'm a cop!
(Help, I'm a rock)
Help, I'm a cop!
(Help, I'm a rock)

It's a drag being a cop
I think I'd rather be the mayor

Always wondered what I was gonna be when I grew up, you know
Always wondered whether or not . . . whether or not I could make it
You know, in society, because,
You know, it's a drag when you're rejected
So I tore the cover off a book of matches

Oh, oh . . . feels good

Darn, I'm a rock
Darn, I'm a rock
Darn, I'm a rock
Help, I'm a rock, it's a drag
Help, I'm a rock, it's a drag
(Poo-poo-pah-pah!
Poo-poo-pah!)
(Yeah!)
(Goo-goo-koo
Goo-goo-koo . . . !)

Waah! Get it on, baby . . .

17. Who Are The Brain Police? (Section B)—Alternate Take 1:15

T.T.G. Studios, LA
March 9, 1966

Mix by Joe Travers
UMRK
September, 2005

Engineer: Okay? Rolling, two.

FZ: One, two, one, two, three . . .

18. Groupie Bang Bang 3:51

T.T.G. Studios, LA
c. March 9-12, 1966

Mix by Joe Travers
UMRK
August, 2005

Rolling? This is . . .
(Yeah . . . Are you . . . )
Sixty-six x y.
Fifty-six.
"Groupie Bang Bang."
Take one.
FZ: Or "Groupie Gang Bang," if you prefer. One, two, one, two, three, four . . .

She's my groupie bang bang
Groupie bang bang
Groupie bang bang

She's my groupie bang bang
Groupie bang bang
Groupie bang bang

She got buns like a battleship
Balls every dude on the Sunset Strip
Shakes 'em down, boy, every night
Rolls in bed till the broad daylight

She's my groupie bang bang
Groupie bang bang
Groupie bang bang

She's my groupie bang bang
Groupie bang bang
Groupie bang bang

Lord knows where she gets her bread
But the boys all say she gives good head
Got to see that girl tonight
Ain't been laid since ten last night

She's my groupie bang bang
Groupie bang bang
Groupie bang bang

She's my groupie bang bang
Groupie bang bang
Groupie bang bang

Byrds and Stones dig the way she dance
And every damn one gets in her pants
Paul McCartney and Ringo too
Says she balls better than Epstein do

She's my groupie bang bang
Groupie bang bang
Groupie bang bang

She's my groupie bang bang
Groupie bang bang
Groupie bang bang

Please don't think I'm puttin' you on
You think by now she'd be all gone
I know she's savin' some for me
Best thing about her: it's all free

She's my groupie bang bang
Groupie bang bang
Groupie bang bang

She's my groupie bang bang
Groupie bang bang
Groupie bang bang

Took her home with me last night
Tore off her clothes and turned down the light
Had her boogie on my lap
Four days later I had the clap

She's my groupie bang bang
Groupie bang bang
Groupie bang bang

She's my groupie bang bang
Groupie bang bang
Groupie bang bang

She's my groupie bang bang
Groupie bang bang
Groupie bang bang
Groupie bang bang
Groupie bang bang
Groupie bang bang
Groupie bang bang

19. Hold On To Your Small Tiny Horsies . . . 2:08

T.T.G. Studios, LA
March 12, 1966

Creamcheese
(Creamcheese)
Creamcheese, creamcheese, creamcheese, creamcheese
Nothing like creamcheese
Ah . . .

(Creamcheese)
Creamcheese
(Creamcheese)
Creamcheese, creamcheese
(I love creamcheese, you love creamcheese)
Creamcheese, creamcheese
Cream-cheese
(Cream-chee-chee-cream-cheese . . .)
Creamcheese, creamcheese, creamcheese, creamcheese,
Psychedelic creamcheese!
(Cheese! Cheese!)
Creamcheese, creamcheese
Cream . . . cheese . . .

Did you pick up on that?

CREAM . . . cheese
Cream-cheese
(And a kaiser roll)
(Creamcheese!)
Creamcheese
Cream-chee . . . (ese!)
Ah . . .

(FUCK!)

Creamcheese
Creamcheese
Creamcheese
Creamcheese
Cream-cheese
Cream . . . cheese
Cheese, cheese-cream
Oh, no, creamcheese
(Cream . . . )
Ah . . . a-ha!

Cream, cream, cream . . . CHEESE
CREAM-CHEESE!
(Creamcheese)
CREAM-CHEESE!
(Bop-doo-bop-bop)
Cream-cheese
Creamcheese, cream-m-m-m-cheese
(Cheese?)

Ah-ha-ha-ha! Cream, cheese
Ah-ha-ha! Creamcheese . . .
Ah! Ay-ay-ay-ay! Creamcheese
Yay-yay-yay-yay
Yay-no-yay-no-no-no-yay . . .

disc 3

1. Objects 4:32

T.T.G. Studios, LA
March 12, 1966

2. Freak Trim (Kim Outs A Big Idea) 5:14

T.T.G. Studios, LA
March 12, 1966

3. Percussion Insert Session Snoop 3:18

T.T.G. Studios, LA
March 12, 1966

4. Freak Out Drum Track w/ Timp. & Lion 4:04

T.T.G. Studios, LA
March 12, 1966

5. Percussion Object 1 & 2 6:01

T.T.G. Studios, LA
March 12, 1966

6. Lion Roar & Drums From Freak Out! 5:36

T.T.G. Studios, LA
March 12, 1966

7. Vito Rocks The Floor (Greek Out!) 6:09

T.T.G. Studios, LA
March 12, 1966

8. "Low Budget Rock & Roll Band" 2:14

T.T.G. Studios, LA
March 12, 1966

(Beautiful! Beautiful!)

FZ:

Ladies & gentlemen, attention, please. I'd really like to thank you for coming up here to this, uh, musical thing and, uh, when the record comes out you can all buy it, and listen to yourselves freaking out or, you know. Maybe we'll go down to Canter's and grease a few copies, but we have to clear the room right now because, we gotta do some things here . . . yeah, oh . . . Would you please leave as swiftly as possible, although it's, you know, nice of you to come by, we gotta get you out in a hurry so we can finish recording some of these things. Thank you very much.

I would also . . . No. I would also like to request that everybody kindly leave all the instruments in the studio. They don't belong to us. Bless your hearts.

Please, I have to ask you to hurry and clear the room. The studio time is costing us a fortune every minute, and we've gotta finish it off, 'cause we're still a low budget rock & roll band. We haven't worked for six fucking weeks. Please leave the room.

Seven weeks.

We're going now.

Hurry up and get it and get back in, 'cause we're gonna lock the door.

Danny Hutton! Can I grease you for a ride somewhere?

Who's driving?

9. Suzy Creamcheese (What's Got Into You?) 5:49

KBEY-FM, Kansas City, MO
October 22, 1971

Willy: Frank, who is Suzy Creamcheese?

FZ: Well, I'll have to answer you in the same tone of voice that you asked in.

(laughter)

Willy: Sound like Edward R. Murrow, heh . . .

FZ: Well, her real name is Pamela Lee Zarubica and she's living in Los Angeles right now, trying to grow her buns back.

Willy: I, I don't believe [...].

Other interviewer: We, we can't . . .

Willy: No touchy.

(laughs)

Other interviewer: Why, why "Suzy Creamcheese"?

FZ: Well, that's explanatory in the music, yeah.

Other interviewer: Is it? Great . . .

Willy: No, no, I don't think it is, I'm— Now, being the slowest person probably in this studio right now, I would like . . .

(someone snorks)

FZ: Oh, Willy, don't be so self-deprecating, come on, Willy.

Willy: Well, I'm not known for my modesty, alright. I admit it. Guilty. No, really. Really and seriously.

FZ: What's the deal, Willy? What are you trying to tell me?

Willy: (laughs) How, uh— You know, how, how did, uh, really, she acquire the name "Suzy Creamcheese"? You really get . . .

FZ: It's simple. It's really very simple. First of all, there was no Suzy Creamcheese to begin with.

Willy: And you thought we needed it? The world.

FZ: I'm sure the world needed one. I mean, that's self-evident, because now there are more than one Suzy Cream— they're all over the place.

Willy: Yeah . . .

FZ: A lot of people have adopted that concept. But the original Suzy Creamcheese was a figment of my imagination that occured during a two or three week stay in Hawaii when we were working at a horrible club there called Da Swamp.

Willy: (laughs)

Other interviewer: Da Swamp?

FZ: Spelled D-A Swamp.

Willy and other interviewer: (laughs)

FZ: There was a, was a . . .

Willy: What'd the owner look— was he a sterotype, you know, three feet, four feet wide, bald . . .

FZ: No, we never met the owner, you know, it was—. I don't . . .

Other interviewer: He didn't bother . . .

FZ: I shudder to think who actually owned Da Swamp, but our clientele was sailors of the world. The most exciting night that we had there, well, there were two exciting nights, one I can't tell you on the air, and the other one was the time we had some sailors from New Zealand come in, and they were really drunk and they were dancing with each other. It was really quite picturesque. These, like, New Zealand sailors dancing together, it was really good.

Willy: Hm.

FZ: And, um, there was nothing to do, Hawaii's a dull place.

Willy: You just look at it, you know, looks like a postcard with nothing to do.

FZ: It sure does look like a postcard, it was frightening. It looks so much like a postcard, you know. It made you feel two-dimensional just being there. So, I spent a lot of time in the, uh, motel room of this fantastic place right behind Da Swamp, it was called Da Surfboard Motel.

Willy and other interviewer: (laughs)

FZ: Green stucco, bugs everywhere, it was neat.

Willy: (laughs)

FZ: And I had this little typewriter there, so I cranked off the liner notes for the Freak Out! album and thinking of the packaging for the back of it, I came up with the idea of "Suzy Creamcheese," who would be a very pure sort of girl who would be ultimately offended by the presence in the music industry of a rancid group like the Mothers Of Invention. So she was conceived as a stereotype of the, the, uh, American perennial virgin type with the sort of white, pleated skirt and perhaps some rolled stockings going down into some loafer shoes and maybe a little sweater with a pin on it or something.

Other interviewer: A letter?

FZ: Yeah, a key of some sort. And, um . . .

Willy: Sorority pin . . .

FZ: Yeah

Some other person: Sounds like Virginia Beach.

FZ: So, um, I imagined this girl and how she would respond to an album such as Freak Out! So I composed the letter that's on the back, where the girl is making a complaint to her teacher about how rancid we were supposed to be. And everybody thought it was real, simply because it was printed in a typewriter script on the back. Nobody ever considered for a moment that it was just strictly imaginary. And the— where it says, "Sincerely forever, Suzy Creamcheese," I mean, that never occured to anybody that that was a little too weird to have on the back of an album. So a lot of people identified with Suzy Creamcheese and then when we were ready to go to Europe the first time, we discovered that people there were more interested in seeing Suzy Creamcheese than they were in seeing us. Not quite, but it was at a hysteria peak in certain areas. So we decided that it would be best to bring along a Suzy Creamcheese replica who would demonstrate once and for all the veracity of such a beast. So, I checked around to see who would be willing to go along with the gag and, uh, Pamela was willing and, uh, she was available and . . .

Willy: She did the voice on the album also?

FZ: No, no, that was another girl that did the voice on the album, her name was Jeannie Vassoir, which we can't find her anymore, she disappeared, she went to Mexico or someplace.

Willy: Hm.

FZ: Anyway, there was no way to get a hold of Jeannie Vassoir and, um, Pamela was available and was interested in the concept, so I said, "Okay, here's your ticket, come on." And so she did the tour with us in Europe and has maintained the title ever since.

Other interviewer: Of the Suzy Creamcheese?

FZ: Yeah.

Willy: Does, uh . . .

FZ: Such a distinction.

Willy: Has, uh, people as a crowd ever, uh, kind of ask for her anymore at a performance?

FZ: In Europe, sometimes, still they do. But you find that only in very retarded areas. We noticed, uh . . . You know, some areas are retarded, the— that certain information does not leak through, and a good example of that is, uh, there's some places in the south where network television does not come in. So, you're not going to receive anything on your television station other than Grand Ole Opry plus what the local politicos want you to hear. And so, same thing with radio stations, the format of certain radio stations does not permit certain types of information reaching that public. In a town that's sealed up, uh, if the electronic media is sealed up in a town, you can imagine what the print media must be like. And consequently, that reaches into commercial areas like record distribution and things like that where certain things just don't leak through in certain areas and they therefore become retarded.

10. Motherly Love 3:12

Fillmore Auditorium, San Francisco, LA
June 25, 1966
Recording engineer: John Judnich

Bill Graham: The word "beautiful" is used erroneously, but these are very beautiful people. The Mothers.

Whatcha need is
Motherly love
Motherly love
Forget about
The brotherly and other-ly love
Motherly love
Is just the thing for you
You know your Mothers' gonna love ya
Till ya don't know what to do (oh-oh . . .)

The Mothers got love
That'll drive ya mad
They're ravin' 'bout the way we do
No need to be horny
No need to be sad
If we ever get a hold on you
What you need is . . .

Motherly love
Motherly love
Forget about
The brotherly and other-ly love
Motherly love
Is just the thing for you
You know your Mothers' gonna love ya
Till ya don't know what to do (oh-oh . . . )

Nature's been good
To this here band
Don't ever think we're shy
Send us up some little groupies
And we'll take their hands
And rock 'em till they sweat and cry
What you need is . . .

Motherly love
Motherly love
Forget about
The brotherly and other-ly love
Motherly love
Is just the thing for you
You know your Mothers' gonna love ya
Till ya don't know what to do

We can love ya
Till ya have a heart attack
You best believe that's true
We'll bite your neck
And scratch your back
Till you don't know what to do
What you need is . . .

Motherly love
Motherly love
Forget about
The brotherly and other-ly love
Motherly love
Is just the thing for you
You know your Mothers' gonna love ya
Till ya don't know what to do (oh-oh . . . )

Ray Collins: Thank you.

FZ: Uh, we're supposed to plug our album, some of which are on sale in the back of the building. It's a pretty commercial thing to do, but we're in this for the money. The name of this song is "You Didn't Try to Call Me."

11. You Didn't Try To Call Me 4:06

Fillmore Auditorium, San Francisco, LA
June 25, 1966
Recording engineer: John Judnich

You didn't try to call me
Why didn't ya try, didn't ya try
Didn't ya know I was lonely?
No matter who I take home
I keep on callin' your name
And you . . .
I need you so bad
Cuz you're The One babe

Tell me, tell me
Who's lovin' ya now
'Cause it worries my mind,
And I can't sleep at all
I stayed home on Friday
Just to wait for your call
And you didn't try to call me

Why didn't ya try, didn't ya try
Didn't ya know I was lonely?
No matter who I take home
I keep on callin' your name
And you . . .
I need you so bad
Cuz you're The One, babe

Tell me, tell me
Who's lovin' ya now
'Cause it worries my mind
And I can't sleep at all
I stayed home on Friday
Just to wait for your call

I can't say what's right or what's wrong
But I love you
All ya gotta do is call me, babe
'Cause I want you

You make me feel
So excited, girl
I got so hung up on you
From the moment that we met
That no matter how I try
I can't keep the tears
From running down my face
I'm all alone at my place

You didn't try to call me
Why didn't ya try, didn't ya try
Didn't ya know I was lonely?
(Baby . . . )
Why didn't ya try, didn't ya try
(I said I love you, oh girl!)
I stayed home all afternoon, baby
(I need you, I need you)
I was polishing my car
(I need you, girl)
And there I was, I was watching television
You didn't try to call me
Momma, why don't you dig me anymore?
We were always really close together in study hall
And now it seems as though our teenage love is all shot to shit, baby
What is it?
Don't I use enough rose oil on my pompadour?
I don't know what the fuck's the matter, man
I been trying so hard!
I, I tried and I tried and I tried
And then I tried over again
About, oh, fifteen or sixteen times
All I wanted to do was get in your pants, baby
What is it?
Don't you love me anymore?
Girl!

Ray Collins: Thank you

FZ: We'd like to bring up our traveling dance troupe, our ballet company, the Mothers Ballet Company, otherwise known as the Cherry Sisters. Now a hot little number called "I'm Not Satisfied". One, two, one, two, three, four . . .

12. I'm Not Satisfied 2:53

Fillmore Auditorium, San Francisco, LA
June 25, 1966
Recording engineer: John Judnich

Yeah!
Yeah!

Got no place to go
(I'm tired of walking
Up and down the street all by myself)
No love left for me to give
(I try and try
But no one wants me the way I am)
Why should I pretend I like
To roam from door to door
I'll just kill myself
I just don't care no more
Because
I'm not satisfied
Everything I've tried
I don't like the way
Life has been abusing me

Yeah!
Yeah!

Who would care
If I was gone
(I never met no one
Who'd care if I was dead and gone)
Who needs me
To care for them
(Nobody needs me
Why should I just hang around?)
Why should I just sit and watch
While the others smile
I just wish that someone cared
If I was happy for a while
Because
I'm not satisfied
Everything I've tried
I don't like the way
Life has been abusing me

Yeah!

FZ: Thank you. Now, gang, we're gonna have a little song called "Hungry Freaks, Daddy." Hope we remember it, we've been out of work for a long time. One, two, one, two, three, four . . .

13. Hungry Freaks, Daddy 3:37

Fillmore Auditorium, San Francisco, LA
June 25, 1966
Recording engineer: John Judnich

Mister America
Walk on by
Your schools that do not teach
Mister America
Walk on by
The minds that won't be reached
Mister America
Try to hide
The emptiness that's you inside
When once you find that the way you lied
And all those corny tricks you tried
Will not forestall the rising tide of
Hungry freaks, Daddy . . .

They won't go
For no more
Great mid-western hardware store
Philosophy that turns away
From those who aren't afraid to say
What's on their minds
(The left-behinds of the Great Society)

Hungry freaks, Daddy . . .

Mister America
Walk on by
Your supermarket dream
Mister America
Walk on by
The liquor store supreme
Mister America
Try to hide
The product of your savage pride
The useful minds that it denied
The day you shrugged and stepped aside
You saw their clothes and then you cried:
THOSE HUNGRY FREAKS, DADDY!

They won't go
For no more
Great mid-western hardware store
Philosophy that turns away
From those who aren't afraid to say
What's on their minds
(The left-behinds of the Great Society)

Ray Collins: Thank you very much.

FZ: I'd like to tell you what that message was, but . . . can't do that. It has immediate bearing on the rest of the evening. A surprise for ya.

14. Go Cry On Somebody Else's Shoulder 2:31

(FZ/Ray Collins)

Fillmore Auditorium, San Francisco, LA
June 25, 1966
Recording engineer: John Judnich

A year ago today
Was when you went away
But now you come back knocking on my door
And you say you wanna buy some acid
But I say . . .

Go cry
On somebody else's shoulder
I'm somewhat wiser now
And one whole year older
I sure don't need you now
And I don't love you
Anymore

Oh, my darling . . .
You cheated me baby,
And told some dirty lies about me
Fooled around with all those other guys
That's why I had to set you free
I sure don't need you now
And I don't love you
Anymore

A year ago today
Was when you went away
And now you come back cryin'
Darling, please, let me in
Oh, I don't need you
I don't love you anymore
So go lay your body on
Somebody else's floor

Go cry
On somebody else's shoulder
I'm somewhat wiser now
And one whole year older
I sure don't need you now
And I don't love you
Anymore

Oh, baby . . .
Go ahead and cry
Go ahead and let the tears fall out of your eye
Let 'em fall on your crotch
You know how I love to watch
I gave you my high school ring
At the Hippo Burger, baby
We had a teen-age love
And you still got pregnant

disc 4

1. Wowie Zowie 3:02

T.T.G. Studios, LA
March 9, 1966

Remixed by FZ & Stan Agol
Record Plant, LA
January 8, 1970

 

2. Who Are The Brain Police? (Section A, C, B) 4:32

T.T.G. Studios, LA
March 9, 1966

Remixed by FZ & Stan Agol
Record Plant, LA
January 8, 1970

FZ: One, two, three, one, two, three . . .

FZ: "Who Are The Brain Police?", Section C, take one.

Engineer: Ready? Okay, rolling. Three.

FZ: One, two, one, two, three . . .

3. Hungry Freaks, Daddy 3:37

T.T.G. Studios, LA
March 9, 1966

Remixed by FZ & Stan Agol
Record Plant, LA
January 8, 1970

Engineer: Take two.

FZ: One, two, one, two, three, four . . .

4. Cream Cheese (Work Part) 8:18

T.T.G. Studios, LA
March 12, 1966

Probably:
Interview with Nigel Leigh for BBC Late Show
UMRK, LA
March, 1993

FZ: One of the major songs on that album was the Watts Riot song, "Trouble Every Day." And the funny thing is that the lyrics to that song didn't go out of style, I mean, as you witnessed last year. With the exception of the woman driver being sawed in half by .50 caliber machine gun bullets, I guess everything else is right there.

5. Trouble Every Day 2:39

T.T.G. Studios, LA
March 9, 1966

Well I'm about to get sick
From watchin' my TV
Been checkin' out the news
Until my eyeballs fail to see
I mean to say that every day
Is just another rotten mess
And when it's gonna change, my friend
Is anybody's guess

So I'm watchin' and I'm waitin'
Hopin' for the best
Even think I'll go to prayin'
Every time I hear 'em sayin'
That there's no way to delay
That trouble comin' every day
No way to delay
That trouble comin' every day

Wednesday I watched the riot . . .
Seen the cops out on the street
Watched 'em throwin' rocks and stuff
And chokin' in the heat
Listened to reports
About the whisky passin' 'round
Seen the smoke and fire
And the market burnin' down
Watched while everybody
On his street would take a turn
To stomp and smash and bash and crash
And slash and bust and burn

And I'm watchin' and I'm waitin'
Hopin' for the best
Even think I'll go to prayin'
Every time I hear 'em sayin'
That there's no way to delay
That trouble comin' every day
No way to delay
That trouble comin' every day

You know we got to sit around at home
And watch this thing begin
But I bet there won't be many live
To see it really end
'Cause the fire in the street
Ain't like the fire in the heart
And in the eyes of all these people
Don't you know that this could start
On any street in any town
In any state if any clown
Decides that now's the time to fight
For some ideal he thinks is right
And if a million more agree
There ain't no Great Society
As it applies to you and me
Our country isn't free
And the law refuses to see
If all that you can ever be
Is just a lousy janitor
Unless your uncle owns a store
You know that five in every four
Just won't amount to nothin' more
Gonna watch the rats go across the floor
And make up songs about being poor

Blow your harmonica, son!

6. It Can't Happen Here (Mothermania Version) 3:19

includes a quotation from Funiculì Funiculà (Denza)

T.T.G. Studios, LA
March 9, 1966

It can't happen here
It can't happen here
I'm telling you, my dear
That it can't happen here
Because I been checkin' it out, baby
I checked it out a couple a times

But I'm telling you
It can't happen here
Oh darling, it's important that you believe me
(Bop bop bop bop)
That it can't happen here

Who could imagine that they would freak out somewhere
in Kansas . . .
(Kansas . . . Kansas . . . Kansas . . . Kansas . . . )
(Kansas, Kansas, do-do-dun to-to
Kansas, Kansas, la la la)
(Kansas, Kansas, do-do-dun to-to
Kansas, Kansas)
Who could imagine that they would freak out in Minnesota . . .
(Mi-mi-mi-mi-mi-mi-mi-mi-mi-mi-mi-mi-mi
Mi-mi-mi-mi-mi-mi-mi-mi-mi-mi-mi-mi . . . )
(Mama Minnesota, Mama Minnesota, Mama Minnesota,
Ma-ma-ma-ma-ma-ma-ma-ma Mama Minnesota,
Mama Minnesota, Mama Minnesota,
Ma-ma-ma-ma-ma-ma-ma-ma-ma-ma-ma-ma Mama Minnesota)
Who could imagine
That they would freak out in Washington, D.C.
(AC/DC bop-bop-bop)
(AC/DC do-do-do-dun, AC/DC
Ma-ma-ma-ma-ma-ma-ma, AC/DC)
But it can't happen here
Oh baby, it can't happen here
(AC/DC bop-bop-bop)
Oh baby, it can't happen here
(AC/DC bop-bop-bop)
It can't happen here
Everybody's safe and it can't happen here
(AC/DC bop-bop-bop)
No freaks for us
(AC/DC bop-bop-bop)
It can't happen here
(AC/DC bop-bop-bop)
Everybody's clean and it can't happen here
No, no, it won't happen here
(No, no, it won't happen here)
(AC/DC bop-bop-bop)
I'm telling you it can't
(AC/DC bop-bop-bop)
It won't happen here
Bop-bop-ditty-bop
(I'm not worried at all, I'm not worried at all)
Ditty-bop-bop-bop
Plastic folks, you know
It won't happen here
You're safe, mama
(No no no)
You're safe, baby
(No no no)
You just cook a tv dinner
(No no no)
And you make it
Bop bop bop
(No no no)
Oh, we're gonna get a tv dinner and cook it up
(No no no no no no no!)
Oh, get a tv dinner and cook it up
Cook it up
Oh, and it won't happen here
Who could imagine
That they would freak out in the suburbs!
(No no no no no no no no no no
Man you guys are really safe
Everything's cool)

I remember (tu-tu)
I remember (tu-tu)
I remember (tu-tu)
They had a swimming pool
I remember (tu-tu)
I remember (tu-tu)
They had a swimming pool
I remember (tu-tu)
I remember (tu-tu)
They had a swimming pool

And they thought it couldn't happen here
(duh duh duh)
They knew it couldn't happen here
They were so sure it couldn't happen here
But . . .

Suzy . . .
Yes yes, oh yes—I've always felt that
Yes, I agree man, it really makes it . . . yeah . . .
Psychedelic!
It's a real THING, man, it really makes it

FZ: Suzy, you just got to town, and we've been . . . we've been very interested in your development . . . since you first took the shots
Suzy: Forget it!

Hmmmmmmmmm
(It can't happen here)
(Can't happen here . . . )
(Can't happen here . . . )

7. "Psychedelic Music" 2:34

Mixed Media, Detroit, MI
November 13, 1967

FZ:

Well, you see, at the time Freak Out! came out, there was no such thing as psychedelic music. And there was no such thing as Suzy Creamcheese, or "Freak Out", or . . . That wasn't the happening thing. And the use of the word "Freak Out" in Los Angeles, as a colloquial localism, uh, referred to . . . and there's an explanation in the album, you know, had this whole thing about people getting together and dancing and doing this big thing, and that's what the scene was in L.A., and that's what the intent of the title was to convey. Not a bad LSD trip, or . . . weirdness. It's just . . . people, uh . . .

For instance, in Pachuco slang . . . Do you know anything about Pachucos? Pachucos, during, uh, the season when they were really happening, uh . . . They're Mexican youths who wore a certain type of clothing. That's where peggers came from, real tight at the ankles, and then gradually getting bigger here, pleated fronts on the pants, one-button rolled pink flannel coats, key chains, now, zoot suit guys, alright? Uh, they have a peculiar sort of slang, which is based on, uh, Spanish, but words change in, uh, pronunciation from area to area. One . . . a Spanish ghetto in one city will say a word one way and, uh, in another state, the same ghetto is gonna say it a different way. The word means basically the same thing, but the context in which it use, is used may change, like, uh, there's an expression that means "gee whiz," in one place it may be "Híjola," in another place it may be "Hijuela." And . . . language is not really adequate for communicating ideas, you know, when you have to . . . The only way you're really gonna be able to get ideas across is when people can think 'em to each other. Words really get in the way, so . .. You get hung up in the packaging expressions.

I was offended when, uh, Capitol put out an album that had a glossary of, uh . . . terms in there that described "Freak Out" as a bad LSD trip. Cuz I thought people would start associating our album with, uh, that. And then . . . And they did. What can you do?

8. "MGM" 1:54

Mixed Media, Detroit, MI
November 13, 1967

FZ: When they first heard us, we were working at a club in Hollywood called the Whisky à Go-Go, and the A&R man, uh, producer, Tom Wilson, came in, he heard us play one song, it was the Watts riot song. And that's sort of a R&B type thing. So, he figures, "Oh, topical R&B group! Just what we need!", you know? (laughter) So, he phones up the company, "Yeah, we got one," da dat dat da . . . We get into the studio, you know, two months later we go into the studio to record and they didn't know what was happening. He got on the phone, we, first we did "Any Way The Wind Blows," that was the first thing we recorded, and the second thing we did was "Who Are The Brain Police?," and by the time we finished "Brain Police," his head was going around like this, you know, and he says, "Wait, what happened to that other one that I heard at the Whisky à Go-Go?" and he called back to New York and he said, "We got something strange happening here," and the whole project just expanded incredibly, you know. Everybody got real thrilled all of a sudden, they thought they really had a hot item on their hands. Then the cost of recording Freak Out! kept booming, it, uh— Instead of starting off saying, "Well, you guys, uh, you guys are real swell, we're gonna give ya twenty-thousand dollars, which is approximately four times the cost of the average rock and roll album to manufacture and, uh, you're going to turn out one heck of a good album," instead, they kept trying to keep the budget down, but it expanded up to twenty-thousand dollars. They reached that point, they didn't wanna spend any more and figured, "Well, it'll sell, we'll spend five thousand dollars promoting it." So when it was finally put on the stands, our promotion budget on the album was what you'd call peanuts. Absolutely Free had a promotion budget of twenty-five thousand dollars and, consequently, got up to about number 20 on the charts. Freak Out! never got up to number 20 on the charts, but it's still selling after about a year and a half and it sells, regularly, between four and eight thousand copies a week and it won't stop.

9. "Dope Fiend Music" 2:06

Interview with Matty Biberfeld
WRVR, New York City, NY
Summer, 1967

Interviewer: There's a story that, um, during one of your recording sessions, during one of the numbers you were recording, there were some friends who, uh, were saying a BAD WORD, right there into the microphone. And that you left it in the record because you figured that no one would ever believe that, uh, they were saying that bad word. Is that, is that true?

FZ: No, I'm the one who said the bad word, and I left it in there because I wanted to leave it in there, I wanted to test the intelligence of the record company. Let me show you how this works. Frankly, ladies and gentlemen, in side four of the Freak Out! album, if you'll play it at a very slow speed and wait for just the right moment, you'll hear a tiny voice in the background saying FUCK! Beep it out, that's it, you little devils. And the reason you hear that in there is because at that point, I was making some noises inside of a piano, I was dropping things on the strings of the piano, and my hand got underneath of one of the things that I was dropping on the piano and it smashed my finger, and it was one of those agonized cries. Well, I figured we might as well leave it in, why chop it out? Because at that point I knew that MGM was starting to censor things in the album that I thought were really ridiculous. For instance, today the word "psychedelic" is a great teenage, uh, commercial item. Uh, MGM was afraid of that word in this first album. I had that word in an echo chamber, just said once in the middle of one of the tracks. They said, "We can't have that! It sounds too much like dope fiend music." They chopped it out. There was another line at the very end of, uh, one of the selections, where the voice says, "Suzy, we've been very interested in your devlopment since you first took the shots." And she says, "Forget it." They had to take out "since you first took the shots," because it sounded like dope fiend music, when actually all we were talking about is a little paraffin injection.

10. "How We Made It Sound That Way" 5:08

WDET, Detroit, MI
November 13, 1967

11. "Poop Rock" 0:46

Interview with Matty Biberfeld
WRVR, New York City, NY
Summer, 1967

Interviewer: What do you think about the, uh, current state of rock and roll, there's psychedelic rock, blues rock, folk rock, um . . .

FZ: Poop rock.

Interviewer: . . . all kinds of rock and, uh, now the Beatles are coming out with songs which, to some people, are putting on the audience. The new, uh, single.

FZ: You don't think the Beatles have always put on their audience?

Interviewer: Well, now more blatantly, I think, uh, with . . .

FZ: What could be more blatant than "I Wanna Hold Your Hand"?

Interviewer: Well, have you heard the Beatles new, uh . . .

FZ: I have the new Sgt. Pepper album.

Interviewer: Sgt. Pepper.

FZ: I'd like to thank them very much for doing a wonderful take-off on Freak Out! during the song about Rita the meter maid. I thought that it was very clever to have people wheezing, huffing and panting in the background with the music still going on.

12. "Machinery" 1:00

Interview with Matty Biberfeld
WRVR, New York City, NY
Summer, 1967

FZ: Uh, they do know that we exist in Europe. The album sells well in Sweden and, um, in Holland. Not, it doesn't sell as well in, uh, England, but that's mainly the fault of the record company, because when they released it there, they just pressed it and put it on the stand without any concurrent publicity, and you have to have a certain amount of, uh, machinery to get the ball rolling. But it has been what you might call an underground success because, um, my sources inform me that most of the groups over there have a copy and listen to it regularly, faithfully. Eric Burdon from the Animals liked it very well, he performs, uh, several of the songs from the first album with his group. And The Who were interested in "Who Are the Brain Police?" for a single, I was told.

13. "Psychedelic Upholstery" 1:44

Mixed Media, Detroit, MI
November 13, 1967

Interviewer: What do you think's gonna be next, after psychedelic?

FZ: Somebody's gotta prove to me first that "psychedelic music" exists. Really, you know. Let's, let's be serious about this, if you say "country and western," yes, that exists as a label for a type of music, but "psychedelic," you know, what is that? It's just a label that somebody in a company stuck on it. And right now they're using the same word to sell dresses in somebody's store.

Interviewer: What do you think the next gimmick is gonna be?

FZ: The next gimmick? Eh, I don't know, you think of it. Anything. Somebody's gonna put a band together that, uh, the music is made on a '39 Chevy. And they've got contact microphones on different parts of the engine. And a special microphone that picks up the upholstery. And in live performance, they need very special amplifiers to get this sound across to the audience. Of course, they still have to have somebody standing out in front shaking a tambourine to keep the beat for the kids, but the rest of the music is very mechanical-organic, it comes right from the soul of the Chevrolet. And I think this is gonna be one of the first, uh, really underground groups produced by Motown. It'll be a mixed, it'll be a mixed group. A mixed group, because some of the kids that'll be in the group will be Polish because they know how to work on the engine.

Other interviewer: What do you think will be the next, you know, like . . .

FZ: After that?

(laughter)

Other interviewer: . . . the next, like, youth rebellion fad that . . .

FZ: Youth rebellion fad? Well, let's see . . . Eh, next step is that the kids'll all cut their hair off and go bald. I'm sure that'll happen.

14. "Psychedelic Money" 1:34

Interview with Matty Biberfeld
WRVR, New York City, NY
Summer, 1967

Probably:
Interview with Nigel Leigh for BBC Late Show
UMRK, LA
March, 1993

Interviewer: Somebody approached me with an interesting question about, uh, the title of the first album, Freak Out! and, uh, the whole idea of psychedelic songs. What does a person . . .

FZ: You realize there wasn't any prior to this, and if you ask about, uh, have we influenced the market, stop and think about how many times you've seen that in places like sports columns, uh, "Freak Out" sales and, uh, weirdness upon weirdness and, uh, we have had lawsuit upon lawsuit against these people. This is a copyrighted term, those of you out there who might be planning to use the word "Freak Out" in conjunction with some business—naughty, naughty, we'll sue you to death. A magazine, uh, was about to go on to the market, uh, called Freak Out USA, and they have received a telegram saying cease and desist, you fools, because it will cost you a great quantity of money. Uh, somehow or another, this group, which many people felt had no commercial potential whatsoever, have managed to influence some very important areas of American life and nobody will really be able to analyze the full impact of the Mothers Of Invention for at least five years, when you can sit back and see it all in perspective.

FZ: Uh, I think that probably the Stravinsky-ian influence probably popped up on the second album, um, but I'd say there's a certain Varèse-ian aroma to the introduction to "Who Are the Brain Police?"

15. Who Are The Brain Police? 3:39

T.T.G. Studios, LA
March 9, 1966

Remixed by FZ & Bob Stone
UMRK, LA
August 4, 1987

What will you do if we let you go home,
And the plastic's all melted,
And so is the chrome?
WHO ARE THE BRAIN POLICE?

What will you do when the label comes off,
And the plastic's all melted,
And the chrome is too soft?

WAAAAHHHHHH!
I think I'm gonna die . . .
I think I'm gonna die . . .
I think I'm going to die . . .
I think I'm going to die . . .
I think I'm going to die . . .
I think I'm going to die . . .
I'm gonna die . . .
I think I'm going to die . . .
I think I'm gonna die . . .
I'm going to die . . .
I think I'm gonna die . . .
I think I'm gonna die . . .
I think I'm gonna die . . .
Going to die!

WHO ARE THE BRAIN POLICE?

What will you do if the people you knew
Were the plastic that melted,
And the chromium too?
WHO ARE THE BRAIN POLICE?

16. Any Way The Wind Blows 2:58

T.T.G. Studios, LA
March 9 & 11, 1966

Remixed by FZ & Bob Stone
UMRK, LA
August 4, 1987

Any way the wind blows
Is-a fine with me
Any way the wind blows
It don't matter to me
'Cause I'm thru with-a fussin'
And-a fightin' with-a you
I went out and found a woman
Who is gonna be true
She makes me oh so happy now
I'm never ever blue
Any way the wind blows
Any way the wind blows
Any way the wind blows

She is my heart and soul
And she loves me tenderly
Now my story can be told
Just how good she is to me
Yes, she treats me like she loves me
And she never makes me cry
I'm gonna stick with her
Till the day I die
She's not like you, baby
She would never ever lie
Any way the wind blows
Any way the wind blows
Any way the wind blows

Any way the wind blows
Any way the wind blows
Any way the wind blows

Now that I am free
From the troubles of the past
Took me much too long to see
That our romance couldn't last
I'm gonna go away
And leave you standing at the door
I'll tell you, pretty baby,
I won't be back no more
'Cause you don't even know
What love is for
Any way the wind blows
Any way the wind blows
Any way the wind blows

17. Hungry Freaks, Daddy 3:33

T.T.G. Studios, LA
March 9, 1966

Remixed by FZ & Bob Stone
UMRK, LA
August 4, 1987

Mister America
Walk on by
Your schools that do not teach
Mister America
Walk on by
The minds that won't be reached
Mister America
Try to hide
The emptiness that's you inside
When once you find that the way you lied
And all the corny tricks you tried
Will not forestall the rising tide of
Hungry freaks, Daddy . . .

They won't go
For no more
Great mid-western hardware store
Philosophy that turns away
From those who aren't afraid to say
What's on their minds
(The left-behinds of the Great Society)

Hungry freaks, Daddy . . .

Mister America
Walk on by
Your supermarket dream
Mister America
Walk on by
The liquor store supreme
Mister America
Try to hide
The product of your savage pride
The useful minds that it denied
The day you shrugged and stepped aside
You saw their clothes and then you cried:
THOSE HUNGRY FREAKS, DADDY!

They won't go
For no more
Great mid-western hardware store
Philosophy that turns away
From those who aren't afraid to say
What's on their minds
(The left-behinds of the Great Society)

18. "The 'Original' Group" 1:29

Interview with Nigel Leigh for BBC Late Show
UMRK, LA
March, 1993

FZ: It existed as a group called the Soul Giants. They had a leader named Davey Coronado who played tenor sax, and I was brought in as a substitute guitar player because, uh, Ray Collins, who was the lead singer with this group, had had a fight with the other guitar player and had beaten him up and, uh, they had a job, a weekend job, and Ray called me and asked me to come down and substitute. And so, after playing with them and, uh, enjoying the experience and liking what I heard, I suggested that we develop, uh, original material and try and make records. Davey Coronado, who, um . . . Well, he was absolutely correct, he said, "If you try and play original material, you'll get fired." Because in order to keep a job in a bar band in those go-go days, you had to just play what was on the radio or these stupid little dance songs. He said, you know, "I can't do this, uh . . . You know, I need to earn a living." And so he left and, uh, I convinced the guys to learn some original songs and Davey was right, we got fired, every place we worked we got fired. But eventually we got a record contract, and I don't know whatever happened to Davey.

19. "Necessity" 1:18

Interview with Nigel Leigh for BBC Late Show
UMRK, LA
March, 1993

FZ:

They were originally just called The Mothers, and then, uh, when we finally got our record contract with MGM, some pinhead there had decided that this was a bad name for a group and that no radio stations would ever play our records because the name was too risque. And, they were suggesting other things that we should change it to, so, out of necessity we became The Mothers Of Invention. It was— Just by adding those other two words to it, we were able to keep the record company happy. But naturally, the radio stations didn't play the music anyway, because it wasn't about the name of the band, it was what we were singing about, and the way the music sounded.

Because at the time, it was, you know, if you were a good musician, you were a motherfucker, and Mothers was short for collection of motherfuckers. And actually, it was kind of presumptuous to name the band that, because we weren't that good musicians, we were . . . But by bar-band standards in the area, we were light-years ahead of our competition, but in terms of real musicianship, I just suppose we were right down there in the swamp.

20. "Union Scale" 1:47

Interview with Nigel Leigh for BBC Late Show
UMRK, LA
March, 1993

FZ:

The Whisky was the home base for Johnny Rivers—he was like a fixture there and he played there every night and he was the big star.

The other place that groups would work was called The Trip. That was for groups that already had record contracts or touring groups. I guess that held about a thousand people. And, um, also part of this three-way circuit was this little club called The Action which was on Santa Monica Boulevard. And that was kind of the entry level establishment. Their clientele was, um, prostitues, underworld figures, and television actors, mainly, who came in there. Uh, some movie people, too.

And the only way you could work the Whisky was if Johnny Rivers was going on a tour. And since he, uh, was the mainstay of their income there, he didn't really tour that much, but one day he decided he was gonna do a tour and they needed some band to slot into the Whisky and we got the job. But they left his— the, the sign was a plywood sign they used to hang out in front of the Whiskey—big letters, "Johnny Rivers," and they never took it down, you know, to make people think that he was still there. I mean, imagine the shock they got when they came in and saw us playing "Trouble Every Day" and "Who Are the Brain Police?" and that kind of stuff.

Well, the audience wasn't anything to brag about, they were just a bunch of drunk people in go-go boots. But, you know, the money was a lot better than The Broadside because we, we were actually making UNION SCALE.

21. "25 Hundred Signing Fee" 1:12

Interview with Nigel Leigh for BBC Late Show
UMRK, LA
March, 1993

FZ: The guy who came to see us, who was the staff producer at Verve, Tom Wilson, had other priorities. And he was dragged from The Trip, where he was having a good time with some girls and watching a famous group. He was dragged from there to the Whisky à Go-Go and forced by Herb Cohen to witness one of our songs, which happened to be a blues kind of a number and he said, "Oh, a white blues band. Ok, we'll sign them." And for this, for 25 hundred dollars signing fee, he signed the group and then went right back to, to The Trip.

Nigel Leigh: How was Freak Out! received?

FZ: Flop. I think it sold 30,000 units, something like that.

Nigel Leigh: What did the critics think of the album?

FZ: Hated it.

Nigel Leigh: Is there any sense in which Freak Out! was a success for you?

FZ: Well, we got it done. Some people enjoyed it.

22. "Tom Wilson" 0:33

MTV interview
1986

Interviewer: What was it like working with Tom Wilson?

FZ: Well, Tom was a great guy. He had a fascinating ability to read the Wall Street Journal, have a blonde sitting on his lap, and tell the engineer to add more compression to the vocal all at the same time. But by the time we started working on our third album, he was not talking to the engineer as much and talking to the blonde a little bit more and so I said, "Why don't you just let me produce this? I know you have other things on your mind . . . " And, uh, We're Only In It For The Money was the first album that I produced. He produced the first two.

23. "My Pet Theory" 2:18

MTV interview
1986

FZ: The '60s was really stupid.

Interviewer: Okay, can you expand on that a little bit more, why you think the 60s were really stupid?

FZ: Well, it was a type of merchandising. Americans have this hideous weakness, you know, they have this desire to be okay, fun guys and gals. And they haven't come to terms with the reality of the situation—we were not created equal. Some people can do carpentry, some people can do mathematics, some people are brain surgeons and some people are winos, and that's the way it is. And we're not all the same. And this concept of one-worldism, everything blended and smoothed out to this mediocre norm that everybody downgrades themselves to be is stupid. And the '60s was merchandised to the public at large. My pet theory about the '60s is that there's a sinister plot behind it, but I don't wanna dwell upon that.

Interviewer: Okay.

FZ: Okay? It's just the lessons learned in the '60s about merchandising stupidity to the American public on a large scale have been used over and over again since that time.

Interviewer: Freak Out! and Absolutely Free influenced a generation.

FZ: Did they? They didn't sell that much. How'd they influence a generation? Come on, tell me.

Interviewer: That's what my question says.

FZ: Well, that wasn't a question. That was a statement.

Interviewer: That was my statement. Looking back over all these years and those records, how do you feel about them now? Any differently?

FZ: What, Freak Out! and Absolutely Free? They're okay for something that was done as a 4-track recording twenty years ago. I mean, I wouldn't sit around and listen to 'em.

Interviewer: You don't think that they had any influence on people?

FZ: Well, I know that a lot of people were vastly influenced by them. I've heard horror stories about that. But, so what? They weren't released to be influences; they were released as a form of entertainment for people who didn't have that type of entertainment before.

Interviewer: You once said, "Listen now that I'm thirty years old, now that I'm over the hill, I don't really give a shit, I don't care." Now that you're over forty, any comments?

FZ: Said it once, do I need to say it again?

24. "There Is No Need" 0:43

Playboy Magazine interview
UMRK
March 8, 1986

Interviewer: As a man with a sense of history, though, do you have any idea of how you'd like to be remembered?

FZ: I don't care whether I'm remembered. As a matter of fact, there's a lot of people who would like to forget about me as soon as possible, and I'm on their side! You know? Just . . . hurry up and get it over with. I do what I do because I like doing it, I do it for my amusement first, if it amuses you . . . that's fine. I'm happy that you'll participate in it. But, uh, after I am dead and gone, there is no need to deal with any of this stuff, because it is not written for future generations, it is not performed for future generations. It is performed for now. Get it while it's hot, you know? That's it.

 

All compositions by Frank Zappa except as noted
Site maintained by Román García Albertos
http://globalia.net/donlope/fz/
Transcription for new material mostly by Derek Milhouse Gilger, with some help from Charles Ulrich and Román
The parts not on the original mixes are printed this way
This page updated: 2014-07-26