Freak Out!

See also

 

The Different Releases

Main Versions

For more details, see Freak Out!, Vinyl-vs-CDs FAQ, The Zappa Patio and 001 Freak Out, The Official Releases, Zappateers.

 

Length Of Tracks

Track LP, Zappa Records, 1985—on the sleeve LP, Zappa Records, 1985—on the label CD, Rykodisc, 1995 The MOFO Project/Object (2006), CD 1 CD, Zappa Records/Universal, 2012
1. Hungry Freaks, Daddy 3:27 3:27 3:29 3:32 3:30
2. I Ain't Got No Heart 2:30 2:33 2:35 2:34 2:35
3. Who Are The Brain Police? 3:22 3:23 3:33 3:25 3:33
4. Go Cry On Somebody Else's Shoulder 3:31 3:39 3:40 3:43 3:41
5. Motherly Love 2:45 2:47 2:45 2:50 2:45
6. How Could I Be Such A Fool 2:12 2:13 2:13 2:16 2:13
7. Wowie Zowie 2:45 2:51 2:53 2:55 2:53
8. You Didn't Try To Call Me 3:17 3:19 3:18 3:21 3:18
9. Any Way The Wind Blows 2:52 2:14 2:55 2:55 2:55
10. I'm Not Satisfied 2:37 2:30 2:38 2:41 2:38
11. You're Probably Wondering Why I'm Here 3:37 3:40 3:38 3:41 3:38
12. Trouble Every Day 6:16 5:50 5:50 5:53 5:50
13. Help, I'm A Rock 8:37 4:42 4:43 4:42 4:43
14. It Can't Happen Here 3:56 3:56 3:59 3:56
15. The Return Of The Son Of Monster Magnet 12:17 12:20 12:17 12:22 12:19

The 2013 Vinyl

Vaultmeister, Steve Hoffman Music Forums, June 22, 2013

We used a digital source for the new Freak Out! 2013 vinyl reissue. [...] Back in 2005-6 during production of MOFO, I transferred the original master tape of FO to digital and made an analog tape backup at the same time. When comparing my 2006 transfer against FZ's transfer made in '87 to Sony 3324, the Sony transfer sounded better. It's true, tape does not improve over time, especially if it's been stored badly (which we all know is the case with a bunch of Frank's masters from the 60's). The Freak Out master is on acetate tape, which means it's not heat treatable. It is what it is. It's also fragile, acetate tape tends to warp over time and many plays. The tape pack can be less then ideal in the end. So, with this in mind, the decision to use the 1987 digital transfer makes sense.

[...] In fact, the Old Masters version is most likely the last time the original 1966 mix was offered officially. It seems the master tape was used multiple times during the 80's.

 

March, 1966—Freak Out! Recording Sessions

FZ, interviewed by J.C. Costa, International Musician And Recording World, February, 1979

The first two albums were done four track.

The Musicians

Greg Russo, Cosmik Debris: The Collected History And Improvisations Of Frank Zappa (The Son Of Revised), 2003, p. 275

03/09/66 (2-6PM) T.T.G. Studios—Any Way The Wind Blows; Hungry Freaks, Daddy; Who Are The Brain Police?; You're Probably Wondering Why I'm Here (this is the exact order of their first recordings)
MUSICIANS: FZ (leader, arranger and copyist), Elliot Ingber, Roy Estrada, Jimmy Black, Eugene DiNovi (piano), Gene Estes (2 doubles—not specified), Neil Levang, Benjamin Barrett, Raymond Collins

03/09/66 (7-10:30PM) T.T.G. Studios—Go Cry On Somebody Else's Shoulder; Wowie Zowie; Trouble Comin' Every Day; Motherly Love
MUSICIANS: FZ (leader, arranger and copyist), Elliot Ingber, Roy Estrada, Jimmy Black, Eugene DiNovi (piano), Gene Estes (2 doubles—not specified), Neil Levang, Benjamin Barrett

03/10/66 (2-6PM) T.T.G. Studios—I'm Not Satisfied; You Didn't Try To Call Me; I Ain't Got No Heart; How Could I Be Such A Fool
MUSICIANS: FZ (leader, arranger and copyist), Johnny Rotella (3 doubles—not specified), Elliot Ingber, Roy Estrada, Jimmy Black, Kurt Reher, Raymond Kelley (cello), Paul Bergstrom (cello), Emmet Sergeant (cello), Joseph Saxon (cello), Edwin V. Beach (cello), Arthur Maebe, George Price, John Johnson, Carol Kaye, Virgil Evans (trumpet), David Wells (trombone), Kenneth Watson, Gene Estes, Eugene DiNovi, Plas Johnson (flute), Benjamin Barrett, Roy Caton (copyist)

03/11/66 (2-5PM) T.T.G. Studios—Any Way The Wind Blows; You Didn't Try To Call Me; I Ain't Got No Heart; How Could I Be Such A Fool (shown as a "sweetening session" aka overdubbing session)
MUSICIANS: FZ, Elliot Ingber, Roy Estrada, Jimmy Black, Gene Estes, Benjamin Barrett

03/12/66 (2-5AM) T.T.G. Studios—Help, I'm A Rock; Brown Shoes Don't Make It; Return Of The Son Of Monster Magnet; One For Parker Army; Since Cisos
MUSICIANS: FZ (leader, arranger and copyist), Elliot Ingber, Roy Estrada, Jimmy Black, Gene Estes (1 double—not specified), Benjamin Barrett

Session Sheets vs. Album Credits

March 9, 1966 March 10, 1966 March 11, 1966 March 12, 1966 Album Credits
FZ (leader, arranger and copyist) FZ (leader, arranger and copyist) FZ FZ (leader, arranger and copyist) Frank Zappa
Raymond Collins       Ray Collins
Jimmy Black Jimmy Black Jimmy Black Jimmy Black Jim Black
Roy Estrada Roy Estrada Roy Estrada Roy Estrada Roy Estrada
Elliot Ingber Elliot Ingber Elliot Ingber Elliot Ingber Elliot Ingber
Gene Estes (2 doubles—not specified) Gene Estes Gene Estes Gene Estes (1 double—not specified) Gene Estes
Eugene DiNovi (piano) Eugene DiNovi     Eugene Di Novi
Neil LeVang       Neil Le Vang
  Johnny Rotella (3 doubles—not specified)     John Rotella
  Kurt Reher     Kurt Reher
  Raymond Kelley (cello)     Raymond Kelley
  Paul Bergstrom (cello)     Paul Bergstrom
  Emmet Sergeant (cello)     Emmet Sargeant
  Joseph Saxon (cello)     Joseph Saxon
  Edwin V. Beach (cello)     Edwin V. Beach
  Arthur Maebe     Arthur Maebe
  George Price     George Price
  John Johnson     John Johnson
  Carol Kaye     Carol Kaye
  Virgil Evans (trumpet)     Virgil Evans
  David Wells (trombone)     David Wells
  Kenneth Watson     Kenneth Watson
  Plas Johnson (flute)     Plas Johnson
  Roy Caton (copyist)     Roy Caton
        Carl Franzoni
        Vito
        Kim Fowley
Benjamin Barrett Benjamin Barrett Benjamin Barrett Benjamin Barrett Benjamin Barrett
        David Anderle

TTG Studios

Liner notes by FZ, 1966

WITH SPECIAL APPRECIATION TO AMI [HADANI] & TOM [HIDLEY], THE WORLD'S MOST PATIENT ENGINEERS, AND TO THE SUNSET-HIGHLAND STUDIOS OF T.T.G. Inc.

[...] Director of Engineering: Val Valentin

David Fricke, The MOFO Project/Object (2006) liner notes

Freak Out! was made on four-track at T.T.G. Studios, located on Highland Avenue, just off Sunset. Then one of the busiest, independent facilities in Los Angeles, it was opened in 1965 by owner-engineer Ami Hadani, a veteran of the Israeli army who received "special appreciation" from Zappa in the Freak Out! credits.

Bruce Botnick, interviewed by Matthew Greenwald, The Tracking Angle, 1997

TTG Studios, which stood for "Two Terrible Guys" (laughs). They weren't terrible guys. It was Ami Hadani and Tom Hidley, the same guys who designed and built all the famous Record Plant studios. Anything but two terrible guys. The cool thing about Ami was that he was a General in the Israeli Air Force, and he'd be doing a session and there'd be problems and he'd have to leave the session and go fly off to Israel, fight the war, then come back and finish a session. Weeks could go by, it was kind of funny.

"The Ronstadt-Hendrix-TTG Connection," The Linda Ronstadt Download Center

Tom Hidley and Ami Hadani (The "Two Terrible Guys" of TTG) had previously worked for A&R Studios in New York before opening TTG in 1965.

Frank Zappa—A Pioneer Of Future Music—Part 1 (2007)

A Pioneer Of Future Music Part 1
Engineer: Ami
Recorder: Tom

David Walley, No Commercial Potential, 1996, p. 61

For one of the session dates, Frank had a podium set up in the middle of TTG studios. He showed up wearing a red and yellow striped shirt, an iron cross, and a swallow-tailed conductor's coat with a baton inside. At the proper moment he whipped out the baton and rapped on the podium for silence. One of the cello players hired from the L.A. Philharmonic was heard over the microphone: "Hey, we're really going to have to play. This beatnik has written some music here." "Frank gave it the full Toscanini and conducted their asses off," [Tom] Wilson relates with a smile.

Paul Verna, "From Auto Sound to Infrasound, Hidley's Career Has Been Built On Breakthroughs," Billboard, July 1, 1995

Born in Los Angeles May 27, 1931, [Tom] Hidley began his illustrious musical career when he took up the saxophone at age 11. [...] After seven years of incessant playing, however, he suffered a physical breakdown that forced him to give up playing horn.

[...] Consequently, he turned to nonperforming musical activities, working at tape-machine and loudspeaker companies by day and recording L.A. club gigs by night. In 1956, he landed at the JBL Loudspeaker Co., where his responsibilities included sonic evaluation of speaker performance and audio/video field engineering on custom installations.

[...] During his tenure at JBL, Hidley supervised audio/video installations in the homes of such entertainment giants as Frank Sinatra, Ella Fitzgerald, Lucille Ball, and Danny Kaye.

In 1959, Hidley joined Earl Muntz's Stereo Company, which developed the first known car stereo—a 110-volt, 8-track system that was later modified to run on the car's battery power to avoid the risk of electrocution. Among the first to own the Muntz car stereos, naturally, were the superstars of the day: Spike Jones, Les Brown, Nelson Riddle, Sinatra, and others. In fact, it was Hidley's involvement with Sinatra that led him to Val Valentin, a Sinatra associate who was responsible for building MGM/Verve's recording studios in New York.

"Val said to me, 'Listen, you need to come with me and build my studios,'" Hidley says. "And I said, 'I don't know anything about studios.' He said, 'You'll do it in a minute. No problem.'" So Hidley climbed into his Muntz-customized 1962 Lincoln Continental and headed east.

[...] Within six months, the MGM/Verve facility was built and operational. Hidley continued technically maintaining the equipment and began mixing work for the MGM/Verve staff producers.

By 1964, after two years of 16-hour workdays at MGM/Verve, things began changing again. [...] [Phil] Ramone took notice of Hidley's talents and hired him as audio technical manager of the storied A&R Studios, then a four-room facility comprising a live room, a control room, a disc-cutting room, an all purpose jingle room, and a mix room.

[...] But the brutal New York winter of 1964-65 proved too harsh for Hidley and another A&R alumnus, Ami Hadani, so the two packed up and moved to California to open a studio—this time in a 1965 Lincoln. They found space at the Radio Recorders Annex at Sunset and Highland an began doing business as TTG, which stood for Two Terrible Guys.

 

March 12, 1966—T.T.G. Recording Session

Gail Zappa, The MOFO Project/Object (2006) booklet, p. 49

P.S. I want to include a Special Thanks to David Anderle for producing the photos that no one has ever really seen—from the studio and from the album cover 'art' itself.

Freak Out! (June, 1966)—Rykodisc 1995

Freak Out!

The MOFO Project/Object (Fazedooh) (2006) booklet, p. 2

MOFO (fazedooh)

Freak Out! (June, 1966)—Rykodisc 1995

Freak Out!
Dave [Anderle] (back of head), Mother Jim, Mother Elliot, Mother Ray.

The MOFO Project/Object (2006) booklet, p. 9

MOFO

Freak Out! (June, 1966)—Rykodisc 1995

Freak Out!
Mother Ray explains the Great Society.

Freak Out! (June, 1966)—Rykodisc 1995

Freak Out!
P. F. Sloane Tests Tympani at Freak Out.

Freak Out! (June, 1966)—Rykodisc 1995

Freak Out!
Mother Elliot and Mother Roy strum a blow for Motherhood.
[Elliot Ingber, Roy Estrada, George Price, Arthur Maebe.]

Freak Out! (June, 1966)—Rykodisc 1995

Freak Out!
Dave [Anderle], Cheryl [Sherril Forbes, future Anderle] and Mike [Lustan] and Cory [Wells] cower at the Freak Out.

The MOFO Project/Object (2006) booklet, p. 9

MOFO

Freak Out! (June, 1966)—Rykodisc 1995

Freak Out!
Charter Members of the United Mutations of Los Angeles
Emperor Vito (top), Crown Prince Carl Franzoni (beard).

Freak Out! (June, 1966)—Rykodisc 1995

Freak Out!
In the Foreground: Ray, Les McCann and Paul Butterfield, Freaking Out.

The MOFO Project/Object (Fazedooh) (2006) booklet, p. 9, 28, 30, 33

MOFO (fazedooh) MOFO (fazedooh)

The MOFO Project/Object (2006) booklet, p. 8-9

MOFO
[Carl Franzoni]

MOFO

MOFO

MOFO
[Vito, Carl Franzoni, ?]

MOFO
[Roy Estrada, FZ, Ray Collins?]

MOFO
[Ray Collins, Kim Fowley, FZ]

MOFO

The MOFO Project/Object (2006) booklet, p. 62-64

MOFO

MOFO

 

The Mothers Of Invention

Elliot Ingber

Charles Ulrich, March 13, 2010

Elliot [said] he didn't play any solos on Freak Out!

 

The Mothers' Auxiliary

Gene Estes

Jimmy Carl Black, For Mother's Sake, 2013, p. 54

I remember Gene Estes was the principal percussionist and he played the vibes parts.

Neil LeVang

Charles Ulrich, alt.fan.frank-zappa, March 9, 2013

Neil LeVang. Played guitar with [Lawrence] Welk, 1959-1982. Played on Freak Out! (guitar solo on "Any Way The Wind Blows," fuzztone Strat on "Who Are The Brain Police?," and 12-string on "Go Cry On Somebody Else's Shoulder," "Motherly Love," "Wowie Zowie," and "You're Probably Wondering Why I'm Here").

Neil LeVang, interviewed by Rich Kienzle, Vintage Guitar, December, 2009

I was called to TTG studios to do an album with Frank Zappa when he was just starting out. I was working with Welk at the time, and we got through the first session, when Zappa looks at me, his hands wheelin', and says, "How do you play that way? You're 'Mr. Straight Life!'" I thought he was out of his mind!

Carol Kaye

Carol Kaye, quoted by Michael Gula, a.f.f-z, August 17, 1999

Frank Zappa had his own bass player and drummer but the rest were studio musicians: Tommy Tedesco on lead guitar on Zappas recordings, Dennis Budimer and myself on 12-strings, and we loved his parts, there were challenging and good music. But after seeing the lyrics of the 2nd album, I opted out (just played on part of the 2nd, but all of the 1st album) as I was raising my 3 children and was sort of shocked at the lyrics, Frank was gracious, very nice and we remained friends, he understood. Yes, you might say I was a prude, but most of our bunch were (then).

David Fricke, The MOFO Project/Object (2006), liner notes

The legendary studio bassist and guitarist Carol Kaye was one of the dozen-plus first-call session musicians that played on parts of Freak Out!, and she remembers being impressed both by Zappa's manner as he led the musicians and the charts he handed out at the date. "Frank had training in his writing—you could see that," says Kaye, who contributed electric twelve-string-guitar fills on four tracks, including "I'm Not Satisfied" and "You Didn't Try to Call Me." "And the stuff was good," Kaye insists. "Frank knew what he wanted, and we loved that. You had respect for him, because you knew this kid had something."

[Tom] Wilson was listed as producer on Freak Out!, but he essentially let Zappa run the sessions. [...] "Frank was in charge," Carol Kaye says, without hesitation. "Funny—I don't remember Tom hardly at all at that session, although I worked with him on other records. And that was wise—for the guy behind the glass to let the artist do his thing."

Kaye also remembers THE MOTHERS as a band. "Sometimes on sessions, the producer would have friends or his particular favorites sitting in. Usually they couldn't play very well, and you had to carry them. These guys played well. We didn't have to give them a kick or anything," she adds, laughing.

Kim Fowley

Liner notes by FZ, 1966

Kim Fowley (Featured on hypophone)

FZ, interviewed by Sandy Robertson, Sounds, January 28, 1978

He was just one of those people who was wandering around the street in Los Angeles in those days. The hypophone is his mouth, 'cause all that ever comes out of it is hype. I don't listen to much of what he does now. I happen to like "Popsicles & Icicles" by the Murmaids on the Chattahoochee label, I dunno about his recent stuff.

Mike Stax, "Kim Fowley's Sins & Secrets Of The Silver Sixties," Ugly Things, Summer 2001

Somehow [FZ] picked up on you to sing on the Freak Out album. Was he aware of your stuff?

No, he didn't know who Kim Fowley was. He knew me because a) Elliot Ingber said I was cool and Elliot Ingber was his original guitar player. Because Elliot knew me from way back when he was in the Gamblers, and he was also in a group called the Phil Harvey Band; they were Phil Spector's instrumental group and they were great. And I knew him from around town and, b) he knew I could get up there and . . . I'm a sensational performer. I'm really astonishing as a performer. I'm a piece of shit as a human being and I'm an asshole as a businessman, and I'm creatively valid, but in front of an audience I'm one of the most entertaining fucking things you've ever seen. [...]

OK, so through Elliot Ingber you hooked up with Zappa and what? He just invited you to appear on the album?

He invited me to jam.

In the studio, you mean?

No. His idea of a jam was "We're doing a gig. Show up on stage and if you're great you can sing with us, and if you're horrible that'll be great too because then I'll tear you apart and throw you in the street and that'll be good too. I don't care either way whether you're good or not." But I happened to be good.

I showed up at the corner of La Cienega and Santa Monica in a redwood kind of shingle place. It was short-lived, not a normal venue. In those days clubs would open and close in a matter of weeks. I don't remember what the name of it was, but I did really good and I remember he said, "You're my Brian Jones!"

I said, "Oh shit!"

Then he told me to come down to the studio—he didn't ask, he told. Then everybody made his record with him and nobody got paid any money, and nobody got paid any royalties either; no session man royalties either, but we all did it anyway. It was a great night.

So it was all basically done in one night; one big freakout, like it said?

Yeah.

Was Zappa directing things very closely, or did he just kind of let the tape roll and let the freaks play?

It was organized chaos. It was like the Titanic on a recording studio floor, like "The ship is sinking. Let's get all these people's agony on tape" kind of a 'happening' type thing. I guess he took the Hindenburg disaster and an Andy Warhol happening and made an album of it. I sang "Help I'm A Rock" on the album and I sang on some other tracks.

What happened after that? Did he want you to continue to perform with the Mothers?

Yeah, he came to my apartment and said, "I want you to be my Brian Jones. I want you to be a permanent member of the band" and I said no.

Why didn't you want to do that?

I said, "I know I'm fun to watch in the context of what you're doing, but I'm not interested in pursuing that as a career."

He said, "What is your career?"

I said, "Fucking dirty bitches and making stupid records, and when all this longhair bullshit is over with I will go back to what I was before the long haired thing. I'll just be a short haired guy in a suit doing business with music. Frank, I've had three #1 records in the world, so I know what it's like to get royalties and fees and stuff, and if I'm your Brian Jones I'm just a weird guy in a weird guy's band and I will end up with no money and no nothing. And although I'll fuck some amazing bitches and have some great times, it won't mean anything and I'd rather stumble along and scream like a dog. I'm my own man."

What I should have done, in hindsight, is done two or three albums with him, and then I would have been legitimate as a performer because I would have had Zappa certification—"Well, he can't be too bad he's on three albums with Frank." But I'm only on one album with Frank. But the great one that you should lobby to find is The Mothers of Invention Live at the Whisky, which was the same people that did the first album all reunited to do the same exact songs in front of a live audience. Somewhere in Frank's archives there's that live album of all of us a year later, in '66, all reunited, every last person that was on that record showed up and did the same shit again.

Uncredited

Bobby Beausoleil

"Robert Beausoleil," Cielodrive.com

[Bobby Beausoleil] briefly played in a band with Arthur Lee, called Grass Roots. Grass Roots would later achieve fame under the name Love. Lee apparently named the group Love as a reference to Beausoleil's nickname "Cupid". Bobby also became friends with Frank Zappa, and can be heard as a backup singer on Zappa's first record, Freak Out.

Bobby Beausoleil, interviewed by Michael Moynihan, Seconds Magazine, September, 1998

Frank Zappa, another guy I made friends with in L.A., was a really interesting guy to me. In fact I was on his first album, just as a guest—the Freak Out album. I was one of the people yelling "Help, I'm a rock! Help, I'm a rock!" "We are the brain police!" and all those things. He just came and got me and a few of my friends off the street and put a microphone in front of us and had us do that. Frank Zappa came to the scene lampooning that sort of superficiality: "Brown Shoes Don't Make It," "Plastic People, You've Got to Go Now". . . that was the L.A. scene.

Terry Gilliam

The MOFO Project/Object (2006) Freak Out! amended liner notes by Gail Zappa

THE MOTHERS' AUXILIARY
[...]
Terry Gilliam!

The MOFO Project/Object (2006) liner notes by Gail Zappa

Participants also include [...] and of course, Terry Gilliam. Who knew(?).

The MOFO Project/Object (2006) liner notes by David Fricke

Also there: [...] a young Terry Gilliam, future Monty Python animator and director of Brazil and Twelve Monkeys.

 

Biographical Trivia

Ray Collins

Liner notes by FZ, 1966

Ray used to be a carpenter and a bartender and sing with Little Julian Herrera & The Tigers (note the falsetto part in "I REMEMBER LINDA")... been singing R & B for ten or twelve years.

Ray Collins, interviewed by Steve Propes, KLON, August 13, 1989

One of the things that I didn't like about the album was the fact that he put Julian Herrera's name like in big letters, like it was a major part of my life, or a major part in anybody's life. But my association with The Tigers and Julian Herrera had absolutely nothing to do with Frank Zappa or The Mothers.

[...] Art Laboe paid me ten dollars for the session. [...] The Tigers were friends of mine, or acquaintances, from Pomona, and we were going along as a group. And three of these guys—James Thompson, Ron Ellington Shy, and Prentiss—I forgot his first name—they were recording already and performing with Little Julian, and so I just kind of went along with them to Hollywood, to watch them in session, and I just sort of—Art Laboe, in the studio, said, "Can you do a falsetto," or "Do you want to," or something. So I jumped up and did it right there. [...]

I think Little Julian wasn't too thrilled about it. He was an overpowering, semi-unfriendly person at the time—to me at least, anyway. [...] You know, Art Laboe used to have his live show at Scrivener's Drive-In, and he had us there, talking, and of course I think you must know that Julian Herrera was arrested for statutory rape about the time that "I Remember Linda" started moving up on a local chart level; and it kind of killed the record, really. So we went on without him, The Tigers. As a matter of fact, I ran into Ron Ellington Shy about four nights ago, and he was still angry at Julian after—for that record dying because of what happened.

George Lipsitz, "Introduction—Creating Dangerously: The Blues Life Of Johnny Otis," Upside Your Head! Rhythm And Blues On Central Avenue, 1993, p. xxvi-xxvii

One day a probation officer showed up at [Johnny] Otis's door asking about a "Ron Gregory." Otis didn't know anyone by that name, but when the officer showed him a picture, he recognized L'il Julian. It seems that Herrera was a Hungarian Jew from the East Coast named Ron Gregory, who had run away from home and been taken in by a woman in Boyle Heights who raised him as her son.

Dominic Priore, Riot On Sunset Strip, 2007, p. 54

[Little Julian] Herrera was in fact of Eastern European heritage, and was born on the East Coast. After running away from home at a young age he was adopted by a Mexican-American family before being snapped up by Johnny Otis's Dig Records on the strengeth of his powerful stage presence. The haunting ballad "Lonely Lonely Nights" and "Symbol Of Heaven" (1957) were both huge local hits.

In 1958 deejay Art Laboe signed Herrera to his Starla label and found the singer a permanent band. But the ensuing "I Remember Linda," recorded with his group The Tigers and backed by a cover of Little Richard's "True Fine Mama," ended up being Herrera's last release for a while: his career ground to an abrupt halt when he was imprisoned for statutory rape.

Roy Estrada

Roy Estrada And The Rocketeers "Jungle Dreams" (Jack Cortez), King 45-5368, 1960

King 45-5368

King 45-5368

 

"Relevant Quotes"

Edgard Varèse

Liner notes by FZ, 1966

"The present-day composer refuses to die!"
EDGAR VARESE, July 1921

Edgard Varèse, Manifesto of the International Composers' Guild, 1921, from Felix Meyer (ed.), Edgard Varèse, Composer, Sound Sculptor, Visionary, The Boydell Press, 2006, p. 120

Dying is the privilege of the weary. The present day composers refuse to die. They have realized the necessity of banding together and fighting for the right of each individual to secure a fair and free presentation of his work. It is out of such a collective will that the International Composers' Guild was born.

David Ocker, The David Ocker Internet Interview, 1994-1995

Plural versus singular.

Now you've got to remember that composers throughout this century have been bonding together into collectives for the purpose of getting their works performed—Varese did it, lots of others did it and I did it too [...]. Other composers collectives exist here in southern California and I know of them in other parts of the world as well. They seem to be useful but not completely successful method of letting a composer survive in a culture that gives no value to music composition.

Frank would never have been able to work in such a situation—he seemed to thrive on being totally alone while he wrote music or edited in the studio or with the Synclavier. Then he would come out of the studio and present his music to the performers. When given a performance opportunity—a commission, for example—he would expand his plans to include all possible resources (often going well beyond the capabilities of the commissioning organization to keep up). There was no room for sharing.

[...] I'm pretty sure that it means that Frank knew instinctively to stay away from the 'new music scene' and away from other composers.

Sidney Finkelstein, Complete Works Of Edgard Varèse Volume 1 (EMS 401, 1950) liner notes

Varése has helped make musical history in other ways than his own music. In France and in Germany he was in the forefront of musical experiment. Living in the United States since 1916, he took a leading part in the first presentation of concerts of twentieth century music, organizing the International Composers Guild in July 1921 and declaring in a manifesto, "the present-day composer refuses to die!"

Laurentine Finance Co.

Liner notes by FZ, 1966

"Tell us where those drums are . . . we want to repossess them . . . we'll call M G M Records! We're a multi-million dollar company and we can play havoc with you"
LAURENTINE FINANCE CO.
March 1966

FZ, interviewed by Rob Fixmer, Bugle American, December 17, 1975

The idea of some guy sitting there and saying "We're a multi-million dollar operation, and we can raise havoc with you" . . . you know, saying that to Jimmy Carl Black, was just too good to miss.

 

Suzy Creamcheese

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

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

[...] That was another girl [than Pamela Zarubica] that did the voice on the album, her name was Jeannie Vassar, which we can't find her anymore, she disappeared, she went to Mexico or someplace.

 

c. February, 1966—Freak Out! cover session

Photos by Ray Leong

Freak Out! (June, 1966)—Rykodisc 1995

Freak Out!
[Elliot Ingber, FZ, JCB, Ray Collins, Roy Estrada]

Freak Out!
[JCB, Roy Estrada, Elliot Ingber, FZ, Ray Collins]

Liner notes by FZ, 1966

Cover Photo: Ray Leong

Neil Slaven, Electric Don Quixote—The Definitive Story Of Frank Zappa, 2003, p. 60-61

The photographs were taken in the courtyard of the 'ginger-bread' cottages on Formosa and Victoria Winston assisted photographer Ray Leong. "We were dressing them for the shoot and we said, 'Oh, it would be nice if they were wearing necklaces.' Because they were all deciding what they were going to wear for the album cover. So I brought out a bunch of my necklaces and Ray Collins and Roy Estrada chose the ones they wanted to wear."

Jimmy Carl Black, For Mother's Sake, 2013, p. 62

We took the photos for the album cover before we went into the studio. We went out to the beach someplace around Malibu to do the front-cover photo, the back-cover photo was taken in Ray Collins' backyard. He had a little place off of Formosa St. in Hollywood. In fact, in that picture on the back of Freak Out! the purple shirt I have on was from our old band uniform.

Charles Ulrich, July 17, 2013

Roy Estrada is wearing the striped shirt and leather cap from the Leong boat photos, along with the corduroy jacket from the Rodriguez photos outside the Whisky. [...] On the back cover, JCB is wearing a plain yellow vest. I think this is the patterned yellow vest seen in the Dister photos, just turned inside out. You can see a little of the plain yellow side in the Dister photo in which Ray Collins is wearing glasses.

Informants: Charles Ulrich

Freak Out! & Sgt. Pepper's

Barry Miles, In The Sixties, October, 2002, p. 147

As well as sending books to the Beatles, I sometimes included any new albums I thought they might like to hear, among them John Cage's 25 Years Retrospective boxed set, Freak Out by the Mothers of Invention, which we imported months before it was released in Britain, and some of the more challenging ESP jazz albums, such as Sun Ra and his Solar Arkestra. Paul had already heard Freak Out at my place a number of times, and one day, not long after I sent him his own copy, he said, 'We're getting ready to do a Freak Out of our own. Not the same as Zappa, of course. We've got our own way of doing it.' The Mothers' Freak Out didn't influence him much, if at all, musically in the making of Sgt Pepper, but the idea of treating a pop album as a complete unit, rather than as a series of singles, appealed to him very much, and Zappa was the first to do it.

 

1. Hungry Freaks, Daddy

FZ, quoted by Bruce Pollock, In Their Own Words, April, 1975

At the time I was living in a part of town called Echo Park [...] I wrote "Brain Police," "Oh No, I Don't Believe It," "Hungry Freaks," "Bowtie Daddy," and five or six others.

Liner notes by FZ, 1966

HUNGRY FREAKS, DADDY . . . (3:27) was written for Carl Orestes Franzoni. He is freaky down to his toe nails. Some day he will live next door to you and your lawn will die. Drop out of school before your mind rots from exposure to our mediocre educational system. Forget about the Senior Prom and go to the library and educate yourself if you've got any guts. Some of you like pep rallies and plastic robots who tell you what to read. Forget I mentioned it. This song has no message. Rise for the flag salute.

FZ, interviewed by Elliot Mintz, c. September, 1966
Basicly, the country belongs to the young people, and I think ownership of the country has to be turned completely over to the young. I don't think that people of the age bracket that is handling things now is qualified to do the job they're suppose to be doing.

The left-behinds of the Great Society

Biffyshrew, quoted in ARF: Notes & Comments

Famous phrase from a 1964 speech by U.S. president Lyndon Johnson.

Perceived Instrumentation vs. Different Mixes

Special thanks to Charles Ulrich and Patrick Buzby

  Left Center/Left Center Center/Right Right
Basic tracks (MOFO fazedooh, CD 2, Track 11)     Bass—Roy Estrada
Drums—JCB
Electric guitar #1
Electric guitar #2
   
Basic tracks (1970 remix) (MOFO, CD 4, track 3) Electric guitar #1
Electric guitar #2
Drums—JCB Bass—Roy Estrada   Tambourine—Ray Collins
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
Vocal overdub 1 (MOFO, CD 2, track 1)     Bass—Roy Estrada
Drums—JCB
Electric guitar #1
Electric guitar #2
Tambourine—Ray Collins
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
Electric lead guitar—FZ
Vocal #1 (alternate take)—FZ
Vocal #2 (alternate take)—Ray Collins
Kazoo #1 (alternate take)—
   
1966 stereo mix (MOFO; MOFO fazedooh) Drums—JCB
Electric guitar #1
Electric guitar #2
Electric lead guitar—FZ
  Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo #1—
Kazoo #2—
  Bass—Roy Estrada
Tambourine—Ray Collins
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
1969 remix (Mothermania) Tambourine—Ray Collins
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
  Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo #1—
Kazoo #2—
Bass—Roy Estrada
Drums—JCB
Electric guitar #1
Electric guitar #2
Electric lead guitar—FZ
 
1985/1987 remix (1985 LP; 1995 CD; MOFO, CD 4, track 17; 2012 CD; Understanding America 2012) Drums—JCB
Electric guitar #1
Electric guitar #2
Electric lead guitar—FZ
  Bass—Roy Estrada
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo #1—
Kazoo #2—
  Tambourine—Ray Collins
Tuned percussion—Gene Estes
Piano—Eugene DiNovi

The (Probable) Four Tracks

Drums—JCB
Electric guitar #1—Elliot Ingber
Electric guitar #2—Neil LeVang
Electric guitar #3 (lead)—FZ
Bass—Roy Estrada Tambourine—Ray Collins
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo #1—FZ
Kazoo #2—Ray Collins

 

2. I Ain't Got No Heart

Liner notes by FZ, 1966

I AIN'T GOT NO HEART . . . (2:30) is a summary of my feelings in social-sexual relationships.

Perceived Instrumentation vs. Different Mixes

  Left Center Right
Basic tracks (MOFO, CD 2, track 13; MOFO fazedooh, CD 2, track 3) Drums—JCB
Brass & Woodwinds
Bass—Roy Estrada
Electric guitar #1—
Electric guitar #2—
Tuned percussion—Gene Estes
Timpani—Kenneth Watson
Piano—Eugene DiNovi
Strings
Vocal overdub master take (MOFO, CD 2, track 4)   Bass—Roy Estrada
Drums—JCB
Electric guitar #1—
Electric guitar #2—
Electric guitar #3—
Tuned percussion—Gene Estes
Timpani—Kenneth Watson
Piano—Eugene DiNovi
Drums—JCB
Strings
Brass & Woodwinds
Vocal #1—Ray Collins
Vocal #2—FZ
 
1966 stereo mix (MOFO; MOFO fazedooh); 1985/1987 remix (1985 LP; 1995 CD; 2012 CD) Bass—Roy Estrada
Electric guitar #1—
Electric guitar #2—
Electric guitar #3—
Tuned percussion—Gene Estes
Timpani—Kenneth Watson
Piano—Eugene DiNovi
Vocal #1—Ray Collins
Vocal #2—FZ
Drums—JCB
Strings
Brass & Woodwinds

The (Probable) Four Tracks

Drums—JCB
Brass & Woodwinds
Bass—Roy Estrada
Electric guitar #1—
Electric guitar #2—
Electric guitar #3—
Tuned percussion—Gene Estes
Timpani—Kenneth Watson
Piano—Eugene DiNovi
Strings
Vocal #1—Ray Collins
Vocal #2—FZ

Edits

Basic tracks (MOFO, CD 2, Track 13) Freak Out! (2012 CD) "Who Are The Brain Police? (Section B)—Alternate Take" (MOFO, CD 2, Track 17)
0:00-2:18 0:00-2:18  
2:18-2:25    
  2:18-2:24 0:05-0:11
2:25-2:33 2:24-2:33  

 

3. Who Are The Brain Police?

Liner notes by FZ, 1966

At five o'clock in the morning someone kept singing this in my mind and made me write it down. I will admit to being frightened when I finally played it out loud and sang the words.

FZ, quoted by Bruce Pollock, In Their Own Words, April, 1975

At the time I was living in a part of town called Echo Park [...] I wrote "Brain Police," "Oh No, I Don't Believe It," "Hungry Freaks," "Bowtie Daddy," and five or six others.

[...] "Brain Police," was a phenomena because I was just sitting in the kitchen at the Bellevue Avenue house and I was working on "Oh No, I Don't Believe It," which didn't have lyrics at the time . . . and I heard, it was just like there was somebody stand­ing over my shoulder telling me those lyrics and it was really weird. I looked around . . . I mean, it wasn't like, "Hey Frank, listen to this . . . " but it was there. So I just wrote it down and figured the proper setting for it.

Philip Bashe, "The Art Of Being Frank," International Musician And Recording World, June 1985

"Who Are the Brain Police?" (from Freak Out!, 1966)—Fender Stratocaster guitar, Fender Deluxe amp, fuzz-tone.

"That was the second song we recorded for the album. The producer, Tom Wilson, had come to see us at the Whisky-a-Go-Go, saw us playing a blues number and thought, 'Ah, a white blues band, how hip.' He never really bothered to find out what kind of band we really were.

"The first track we cut was 'Anyway the Wind Blows': nice, safe, fine. The second was 'Who Are the Brain Police?' He immediately got on the phone to the record company: 'Uh-oh!'"

Perceived Instrumentation vs. Different Mixes

  Left Center Right
Basic tracks (MOFO, CD 2, track 9)   Bass—Roy Estrada
Drums—JCB
Piano—Eugene DiNovi
Timpani, cymbals—Gene Estes
Electric guitar #1—
Electric guitar #2—
 
Basic tracks (1970 remix) (MOFO, CD 4, track 2) Electric guitar #1—
Electric guitar #2—
Bass—Roy Estrada
Drums—JCB
Piano—Eugene DiNovi
Timpani, cymbals—Gene Estes
1966 mono mix (MOFO fazedooh, CD 2, track 2)   Bass—Roy Estrada
Drums—JCB
Piano—Eugene DiNovi
Timpani, cymbals—Gene Estes
Electric guitar #1—
Electric guitar #2—
Percussion—
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo—
 
1966 stereo mix (MOFO; MOFO fazedooh) Drums—JCB
Electric guitar #1—
Electric guitar #2—
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo—
Bass—Roy Estrada
Piano—Eugene DiNovi
Timpani, cymbals—Gene Estes
Percussion—
1969 remix (Mothermania) Piano—Eugene DiNovi
Timpani, cymbals—Gene Estes
Percussion—
Bass—Roy Estrada
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo—
Drums—JCB
Electric Guitar #1—
Electric Guitar #2—
1985 remix (1985 LP; 1995 CD; MOFO, CD 4, track 15; 2012 CD; Understanding America 2012; Porn Wars Deluxe) Drums—JCB
Electric guitar #1—
Electric guitar #2—
Bass—Roy Estrada
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo—
Piano—Eugene DiNovi
Timpani, cymbals—Gene Estes
Percussion—

The (Probable) Four Tracks

Drums—JCB
Electric guitar #1—
Electric guitar #2—
Bass—Roy Estrada
Piano—Eugene DiNovi
Timpani, cymbals—Gene Estes
Percussion—
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo—

Edits

Freak Out! (MOFO, CD 1, Track 3) "Section A, C, B" (MOFO, CD 4, Track 2) Freak Out! (2012 CD) "Porn Wars Deluxe" (UA) "Help, I'm A Rock" (2012 CD)
0:00-1:22 0:08-1:30 0:00-0:06    
0:06-0:26 14:45-15:05  
0:26-1:03    
1:03-1:22 15:05-15:23  
1:22-2:09 3:33-4:20 1:22-1:27   2:01-2:07
1:27-2:08    
2:09-3:22 1:45-2:58 2:08-2:45    
2:45-2:49 15:23-15:27  
2:49-3:21    
  2:58-3:10 3:21-3:33    

 

4. Go Cry On Somebody Else's Shoulder

Liner notes by FZ, 1966

GO CRY ON SOMEBODY ELSE'S SHOULDER . . . (3:31) is very greasy. You should not listen to it. You should wear it on your hair.

Ray Collins, interviewed by David Porter, August 12, 1989

I think I was thinking about my ex-wife, if I remember right. So Frank and I were in Cucamonga, and so I said, "Oh, I got this idea about, 'Don't bother me,' 'Go away,' 'Go cry on somebody else's shoulder.'" He said, "Great!" So I sat down at the piano and started playing it, and Frank joined in, and we created "Go Cry On Somebody Else's Shoulder." And then of course, the spoken part that's on the Mothers' album, is all just ad-libbed, right in the studio, about the khakis, and the Mexican input.

I gave you my high school ring

Biffyshrew, quoted in ARF: Notes & Comments

A heavy, gold ring tapering out to a large oval front typically engraved with the school name and your graduating class year, and set with a glass "stone" in the school's colors. (Crawford High School's colors were red, white and blue; the rings came in your choice of those colors. I got a blue one.) You can give it to your girlfriend to "mark your territory." She will wear it on a little chain around her neck.

That's why I had to get my khakis pressed

Biffyshrew, quoted in ARF: Notes & Comments

Since he says "get" them pressed, he probably means send them to a laundry to be professionally flattened in a trouser press. If he just wanted them ironed he'd give 'em to his mom. (He has to still live with his mom, right?)

I got my hair processed

Biffyshrew, quoted in ARF: Notes & Comments

A "process" means straightening naturally kinky African-American hair, usually resulting in a very artifical, lacquered look. With the emergence of black power this became a symbol of oppression. Hence the emergence of the Afro hairstyle. (Except at least in my school they were never called Afros or 'fros . . . they were called "naturals.")

Perceived Instrumentation vs. Different Mixes

  Left Center Right
Basic tracks (MOFO, CD 2, track 12)   Bass—Roy Estrada
Drums—JCB
Electric guitar #1—
Electric guitar #2—
Electric guitar #3—
Piano—Eugene DiNovi
Tuned Percussion?—Gene Estes
 
Vocal overdub take 2 (MOFO, CD 2, track 3; MOFO fazedooh, CD 2, track 7)   Bass—Roy Estrada
Drums—JCB
Electric guitar #1—
Electric guitar #2—
Electric guitar #3—
Piano—Eugene DiNovi
Tuned Percussion—Gene Estes
Lead vocal #1 (alternate take)—FZ
Lead vocal #2 (alternate take)—Ray Collins
 
1966 stereo mix (MOFO; MOFO fazedooh) Bass—Roy Estrada
Drums—JCB
Electric guitar #1—
Electric guitar #2—
Lead vocal #1—FZ
Lead vocal #2—Ray Collins
Falsetto #1—Ray Collins
Falsetto #2—Roy Estrada
Bass vocal—FZ
Piano—Eugene DiNovi
Tuned Percussion—Gene Estes
1985/1987 remix (1985 LP; 1995 CD; 2012 CD)   Bass—Roy Estrada
Drums—JCB
Electric guitar #1—
Electric guitar #2—
Lead vocal #1—FZ
Lead vocal #2—Ray Collins


Piano—Eugene DiNovi
Tuned Percussion—Gene Estes
Falsetto #1—Ray Collins
Falsetto #2—Roy Estrada
Bass vocal—FZ

The (Probable) Four Tracks

Bass—Roy Estrada
Drums—JCB
Electric guitar #1—
Electric guitar #2—
Piano—Eugene DiNovi
Tuned Percussion—Gene Estes
Lead vocal #1—FZ
Lead vocal #2—Ray Collins
Falsetto #1—Ray Collins
Falsetto #2—Roy Estrada
Bass vocal—FZ

 

5. Motherly Love

Liner notes by FZ, 1966

MOTHERLY LOVE . . . (2:45) is a body commercial for the band. It is sung during live performances to advise the female audience of potential delights to be derived from social contact with us folks. Trivial poop.

James Borders, "Form And The Concept Album: Aspects Of Modernism In Frank Zappa's Early Releases," Perspectives Of New Music 39:1, Winter, 2001

The sound of "Motherly Love" mimics that of the proto-Bubblegum band, Paul Revere and the Raiders, who regularly headlined Dick Clark's afternoon television show Where The Action Is, aimed at a newly identified demographic: teeny-boppers.

Perceived Instrumentation vs. Different Mixes

  Left Center Right
Vocal overdub master takes (MOFO, CD 2, track 5; MOFO fazedooh, CD 2, track 8)   Drums—JCB
Electric guitar #1—
Electric guitar #2—
Electric guitar #3—
Bass—Roy Estrada
Piano—Eugene DiNovi
Tuned percussion—Gene Estes
Tambourine—Ray Collins
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo #1—
Kazoo #2—
Doubled vocal #1—FZ
Doubled vocal #2—Ray Collins

 
1966 stereo mix (MOFO; MOFO fazedooh); 1985/1987 remix (1985 LP; 1995 CD; 2012 CD) Drums—JCB
Electric guitar #1—
Electric guitar #2—
Electric guitar #3—
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo #1—
Kazoo #2—
Doubled vocal #1—FZ
Doubled vocal #2—Ray Collins
Bass—Roy Estrada
Piano—Eugene DiNovi
Tuned percussion—Gene Estes
Tambourine—Ray Collins

The (Probable) Four Tracks

Drums—JCB
Electric guitar #1—
Electric guitar #2—
Electric guitar #3—
Bass—Roy Estrada
Piano—Eugene DiNovi
Tuned percussion—Gene Estes
Tambourine—Ray Collins
Lead vocal #1—FZ
Lead vocal #2—Ray Collins
Kazoo #1—
Kazoo #2—

 

6. How Could I Be Such A Fool

Liner notes by FZ, 1966

HOW COULD I BE SUCH A FOOL . . . (2:12) is based on a modified nanigo rhythm. We call it Motown Waltz. It stays in 3/4 time throughout, but shifts in the accents occur from section to section. As an American teen-ager (as an American), this means nothing to you. (I always wondered if I could write a love song.)

Perceived Instrumentation vs. Different Mixes

  Left Center Right
Basic tracks (MOFO, CD 2, track 10)   Bass—Roy Estrada
Drums—JCB
Electric guitar #1—
Electric guitar #2—
Acoustic 12-string guitar—Carol Kaye
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
Strings
Brass & Woodwinds
Timpani—Kenneth Watson
 
1966 stereo mix (MOFO; MOFO fazedooh); 1985/1987 remix (1985 LP; 1995 CD; 2012 CD) Bass—Roy Estrada
Electric guitar #1—
Electric guitar #2—
Electric guitar #3—
Acoustic 12-string guitar—Carol Kaye
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
Lead vocal—Ray Collins
2nd vocal—FZ
Drums—JCB
Strings
Brass & Woodwinds
Timpani—Kenneth Watson
1966 mono mix (MOFO fazedooh, CD 2, track 5)   Bass—Roy Estrada
Drums—JCB
Electric guitar #1—
Electric guitar #2—
Electric guitar #3—
Acoustic 12-string guitar—Carol Kaye
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
Strings
Brass & Woodwinds
Timpani—Kenneth Watson
Lead vocal—Ray Collins
2nd vocal—FZ
 

 

7. Wowie Zowie

Liner notes by FZ, 1966

WOWIE ZOWIE . . . (2:45) is carefully designed to suck the 12 year old listener into our camp. I like the piano and xylophone accompaniment on the second chorus. It is cheerful. It is harmless. Wooly Bully. Little Richard says he likes it.

Jimmy Carl Black, For Mother's Sake, 2013, p. 55

I met Little Richard when we were recording Freak Out! He was doing some work in the downstairs studio at TTG. He said, "I like 'Wowie Zowie,' that's a nice song." That was quite a compliment from "The Prettiest Man in Show Business."

Liner notes by FZ, 1966

Wowie Zowie is what [Pamela Zarubica] says when she's not grouchy . . .

Wowie Zowie
Up and down my spine

I don't even care
If your dad's the heat

Perceived Instrumentation vs. Different Mixes

  Left Center Right
Basic tracks (1970 remix) (MOFO, CD 4, track 1) Electric guitar #1—
Electric guitar #2—
Electric guitar #3 (c. 1:30-1:37)
Bass—Roy Estrada
Drums—JCB
Tambourine—Ray Collins
Piano—Eugene DiNovi
Tuned percussion—Gene Estes
1966 stereo mix (MOFO; MOFO fazedooh); 1985/1987 remix (1985 LP; 1995 CD; 2012 CD) Electric guitar #1—
Electric guitar #2—
Electric guitar #3 (c. 1:29-1:36)—
Drums—JCB
Finger snap—
Lead vocal #1—FZ
Lead vocal #2—Ray Collins
Falsetto—Roy Estrada?
Electric guitar #1 (2:00-2:07)—
Electric guitar #2 (2:00-2:07)—
Drums (2:00-2:07)—JCB
Bass (2:00-2:07)—Roy Estrada
Bass—Roy Estrada
Tambourine—Ray Collins
Piano—Eugene DiNovi
Tuned percussion—Gene Estes

Edits

Basic Tracks (MOFO, CD 4, Track 1) Freak Out! (alternate version) Freak Out! (2012 CD) AAAFNRAAAAAM (2011)
0:00-2:01 0:00-1:58 0:00-2:00 0:00-2:00
2:01-2:04 1:58-2:02   2:00-2:03
    2:00-2:07 (repeats 0:38-0:44, with a different mix)  
2:04-3:01 (longer fade-out) 2:02-2:45 2:07-2:53 2:03-2:59

 

8. You Didn't Try To Call Me

Liner notes by FZ, 1966

YOU DIDN'T TRY TO CALL ME . . . (3:17) was written to describe a situation in which Pamela Zarubica found herself last spring. [...] The formal structure of You Didn't Try To Call Me is not revolutionary, but it is interesting. You don't care.

FZ, High Court Of Justice, Queen's Bench Division, April, 1975, as quoted by FZ with Peter Occhiogrosso, The Real Frank Zappa Book, 1989, p. 121

It is a boy-girl situation song but it involves no 'reproductive references.' It deals mainly with the subject of heartbreak, resulting from lack of telephonic communication . . .

Perceived Instrumentation vs. Different Mixes

  Left Center Right
Basic tracks (MOFO, CD 2, track 14; MOFO fazedooh, CD 2, track 4) Drums—JCB
Brass
Bass—Roy Estrada
Electric guitar #1—
Piano—Eugene DiNovi
Tuned percussion—Gene Estes
Woodwinds
Strings
Timpani—Kenneth Watson
 
1966 stereo mix (MOFO; MOFO fazedooh); 1985/1987 remix (1985 LP; 1995 CD; 2012 CD) Bass—Roy Estrada
Electric guitar #1—
Electric guitar #2—
Tuned Percussion—Gene Estes
Vocals #1—FZ
Vocals #2—Ray Collins
Drums—JCB
Brass
Woodwinds
Strings
Timpani—Kenneth Watson

 

9. Any Way The Wind Blows

Liner notes by FZ, 1966

ANY WAY THE WIND BLOWS . . . (2:52) is a song I wrote about three years ago when I was considering divorce. If I had never gotten divorced, this piece of trivial nonsense would never have been recorded. It is included in this collection because, in a nutshell, kids, it is . . . how shall I say it? . . . it is intellectually and emotionally ACCESSIBLE for you. Hah! Maybe it is even right down your alley!

Perceived Instrumentation vs. Different Mixes

  Left Center Right
Basic track (MOFO, CD 2, track 11)   Bass—Roy Estrada
Drums—JCB
Tambourine (0:00-1:01)—Ray Collins
Tuned percussion (0:00-1:01)—Gene Estes
Piano (0:00-1:01)—Eugene DiNovi
Electric guitar #1—
Electric guitar #2—
Lead guitar—
 
Vocal overdub (MOFO, CD 2, track 2)   Bass—Roy Estrada
Drums—JCB
Tambourine—Ray Collins
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
Electric guitar #1

Electric guitar #2—
Lead guitar—
Lead vocal—Ray Collins
 
1966 stereo mix (MOFO; MOFO fazedooh) Drums—JCB
Electric guitar #1—
Electric guitar #2—Lead guitar—
Lead vocal—Ray Collins
Doubled vocal—Ray Collins
Bass—Roy Estrada
Tambourine—Ray Collins
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
1985 remix (1985 LP; 1995 CD; 2012 CD) Drums—JCB
Electric guitar #1—
Electric guitar #2—
Lead guitar—
Lead vocal—Ray Collins
Doubled vocal—Ray Collins
Bass—Roy Estrada
Tambourine—Ray Collins
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
1987 remix (MOFO, CD 4, track 16; MOFO fazedooh, CD 2, track 6) Drums—JCB
Electric guitar #1—
Electric guitar #2—
Bass—Roy Estrada
Lead guitar—
Lead vocal—Ray Collins
Doubled vocal—Ray Collins
Tambourine—Ray Collins
Tuned percussion—Gene Estes
Piano—Eugene DiNovi

 

10. I'm Not Satisfied

Liner notes by FZ, 1966

I'M NOT SATISFIED . . . (2:37) is okay and safe and was designed that way on purpose.

Perceived Instrumentation vs. Different Mixes

  Left Center Right
2nd vocal overdub master, take 2 (MOFO, CD 2, track 6)   Bass—Roy Estrada
Drums—JCB
Electric guitar #1—
Electric guitar #2—
Electric guitar #3?—
Piano—Eugene DiNovi
Tuned percussion—Gene Estes
Strings
Brass & Woodwinds
Lead vocal—FZ
Harmony vocal #1—Ray Collins
Harmony vocal #2—
Doubled vocal—FZ
 
1966 stereo mix (MOFO; MOFO fazedooh); 1985 remix (1985 LP; 1995 CD; 2012 CD) Bass—Roy Estrada
Electric guitar #1—
Electric guitar #2—
Electric guitar #3?—
Piano—Eugene DiNovi
Tuned percussion—Gene Estes
Lead vocal—FZ
Harmony vocal #1—Ray Collins
Harmony vocal #2—
Doubled vocal—FZ
Drums—JCB
Strings
Brass & Woodwinds

 

11. You're Probably Wondering Why I'm Here

(I wanna hear Caravan with a drum sola!)

FZ, interviewed by Don Menn & Matt Groening, "The Mother Of All Interviews, Act II," Zappa!, 1992, p. 55

MG: Did anybody ever ask for "Caravan," with the drum solo?

That actually happened when we worked at a gig in El Monte. Some drunken buffoon in the audience requested it. [Slurs like a drunk:] "I wanna hear 'Caravan' with a drum sola!" There are certain things you remember from your career, like that line.

Perceived Instrumentation vs. Different Mixes

  Left Center Right
Basic tracks (MOFO, CD 2, track 8)   Bass—Roy Estrada
Drums—JCB
Tambourine—Ray Collins
Electric guitar #1—
Electric guitar #2?—
 
Vocal overdubs (incomplete) (MOFO, CD 2, track 7)   Bass—Roy Estrada
Drums—JCB
Tambourine—Ray Collins
Electric guitar #1—
Electric guitar #2?—
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
Tambourine—Ray Collins
Vocal #1—FZ
Vocal #2—Ray Collins
 
1966 stereo mix (MOFO; MOFO fazedooh) Electric guitar #1—
Electric guitar #2?—
Drums—JCB
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo—
Bass—Roy Estrada
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
Tambourine—Ray Collins
1969 remix (Mothermania) Electric guitar #1—
Electric guitar #2?—
Drums—JCB
Bass—Roy Estrada
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo—
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
Tambourine—Ray Collins
1985 remix (1985 LP) Electric guitar #1—
Electric guitar #2?—
Drums—JCB
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo—
Bass—Roy Estrada
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
Tambourine—Ray Collins
1987 remix (1995 CD; 2012 CD; Understanding America) Electric guitar #1—
Electric guitar #2?—
Drums—JCB
Bass—Roy Estrada
Vocal #1—FZ
Vocal #2—Ray Collins
Kazoo—
Tuned percussion—Gene Estes
Piano—Eugene DiNovi
Tambourine—Ray Collins

 

12. Trouble Every Day

Liner notes by FZ, 1966

TROUBLE EVERY DAY . . . (6:16) is how I feel about racial unrest in general and the Watts situation in particular. It was written during the Watts riot as it developed. I shopped it briefly all over Hollywood but no one would touch it . . . everybody worries so much about not getting any air play. My, my.

FZ, WCBN, Ann Arbor, MI, November 13, 1967

Well, the song that we have on the Freak Out! album about the Watts riot was written during the riot. And I was offended by the fact that the riot occurred not so much as the race problem itself but by the fact that both sides appeared to be really stupid, you know. It gets pretty gross if you have to burn down your own house as a protest for some sort of uh, socioeconomic condition.

It's possible that that is the only answer, but uh, I think with some little constructive thinking you might be able to find other ways to solve racial problems.

Barry Miles, Zappa—A Biography, 2004, p. 101

When Freak Out! came out, Frank received a visit from the FBI. They wanted to know just how involved he had been in the riots.

Jimmy Carl Black, For Mother's Sake, 2013, p. 44

I wish there was a recording of "Trouble" the way we used to do it when we had Henry Vestine with us. It sounded like a John Lee Hooker song. Man! It was so bluesy! Frank was singing on it and Ray was playing harmonica. Ray didn't want to learn all those words. It was way too many words for him to learn! Since Frank wrote the words, he already knew them and so that was the first song Frank really featured as a vocalist.

Well I'm about to get sick

Biffyshrew, quoted in ARF: Notes & Comments

FZ definitely is singing "sick." What sounds like an extra syllable before the word "sick" is actually one of the double-tracked vocals going out of sync with the other, so you hear the word "get" twice.

They'll send some joker with a brownie
And you'll see it all complete

Vladimir Sovetov, ARF: Notes & Comments

Well, it's a famous trade name of the line of amateure cameras that Eastman Kodak Co, produced after inventing of a roll of film. The first was "Brownie Box" in 1900 and the last it seems "Brownie II" still on the market in 1986!

There ain't no Great Society
As it applies to you and me

Blow your harmonica, son!

Perceived Instrumentation vs. Different Mixes

  Left Center Right
Basic tracks (MOFO, CD 2, track 15; MOFO fazedooh, CD 2, track 1)   Bass—Roy Estrada
Drums—JCB
Electric guitar #1—FZ
Electric guitar #2—
Electric guitar #3—
Lead vocal—FZ
 
1966 stereo mix (MOFO; MOFO fazedooh); 1985/1987 remix (1985 LP; 1995 CD; 2012 CD; Understanding America) Drums—JCB
Electric guitar #3—
Electric guitar #1—FZ
Electric guitar #2—
Lead vocal—FZ
Doubled vocal—FZ
Bass—Roy Estrada
Electric guitar #4—
Harmonica—Ray Collins

Edits

Basic Tracks (MOFO, CD 2, Track 15) Freak Out! (2012 CD) single (MOFO, CD 4, Track 5) Understanding America (2012)
    0:00-0:00  
0:00-5:49 0:00-0:01 0:00-0:01 0:00-5:07
0:01-0:09  
0:09-1:34 0:01-1:27
1:34-4:18  
4:18-5:07 1:27-2:33
5:07-5:23  
5:23-5:49    
5:49-7:06      

 

13. Help, I'm A Rock

Original LP label, 1966

2. HELP, I'M A ROCK (Suite In Three Movements)
1st Movement: Okay To Tap Dance
2nd Movement: In Memoriam, Edgar Varese
3rd Movement: It Can't Happen Here

Charles Ulrich, April 30, 2015

There are visible bands on the [Verve LP] for each movement. And the [second] band is indeed at 2:01.

Tom Wilson, quoted by David Walley, No Commercial Potential, 1996, p. 61

The sessions for Freak Out were extremely well-organized. For "Help I'm A Rock," the people were briefed before the sessions. Frank had the whole date written out on a roll of brown wrapping paper and checked everything off.

Kim Fowley, interviewed by Harvey Kubernik, Cave Hollywood, October 31, 2013

In 1966 Tom Wilson produced the Mothers of Invention debut album and I was on it. I sang on 'Help I'm A Rock.' I'm also on the unreleased live Mothers of Invention album from the Whisky A Go Go.

Carl Franzoni, interviewed by John Trubee, November 17, 2002

I'm with Frank one day and he's visiting a young girl right there at La Brea at the top of La Brea where Franklin turns into La Brea and she's living in apartment there. He says "come on, let's go in this place, there's a hot chick in there." He must go into the bedroom with her—some kind of a sex thing or whatever they were doing and I'm standing there waiting for them in the vestibule of her house and she has like, a rock thing. I always carry felt pens with me so when they come out I said to the girl "I'm giving you a present." I give her this present, a rock, and on the back of it says "Help, I'm A Rock". It's a rock I wrote on and Frank made it into a song.

FZ, KPFT, Houston, TX, October 20, 1980

There was a school teacher that I knew named Phyllis Rubino, and she had a object in her house that was a rock, and it was painted blue, and written on it there was a sign that said, "Help, I'm a rock." And I thought, "Now, there's a nice name for a song."

Liner notes by FZ, 1966

HELP, I'M A ROCK . . . (8:37) is dedicated to Elvis Presley.

Jimmy Carl Black, For Mother's Sake, 2013, p. 62

Elliot [Ingber] was starting to grow a beard again when [the cover] photo was taken. He had grown a beard when he joined the band but had to shave it off when he got a job as an extra in the Elvis Presley movie Girls Girls Girls. Elliot got to meet Elvis and told him he was in a band called the Mothers. When Elvis heard "Help, I'm A Rock," he thought it was the craziest thing so he started calling Elliot "Help I'm A Blimp."

Vladimir Sovetov (ARF!)

Heh, it always looks to me that this song is pervert reference to Simon and Garfunkel 1965 ditty I'm A Rock.

Charles Ulrich (2002)

FZ acknowledged the similarity between the songs during a 1968 performance of "Help, I'm A Rock", saying "It's just like Simon & Garfunkel."

Jimmy Carl Black interviewed by Alan Clayson, June, 2000

[FZ] also made us aware of modern classical stuff. He was into Ravi Shankar, too. "Help I'm A Rock" is a raga.

I could get a gig drivin' that bus that pick the freaks up
In front of Ben Frank's, right?

Freak Out Hot Spots!

Ben Franks used to be the place to go after the dancing stopped. The atomic blast denotes a bust (overall) by the L.A. heat. 8585 Sunset Blvd. (phone 655-7410)

Mike Keneally, quoted in ARF: Notes & Comments

Drove down the Strip tonight and saw that Ben Frank's, superfine Freak-Out Hot Spot mentioned in "Help, I'm A Rock", has been shut down. Another hunk of history bites the dust.

Perceived Instrumentation vs. Different Mixes

  Left Center Right
FZ edit (MOFO, CD 2, track 16)   Bass—Roy Estrada
Drums—JCB
Piano—
Electric guitar #1—
Vocal #1—Ray Collins
Vocal #2—FZ
Vocal #3—Kim Fowley
Vocal #4 (screams)—
Lion's Roar—
Tuned percussion—Gene Estes
 
1966 stereo mix (MOFO; MOFO fazedooh); 1970 remix (MOFO fazedooh, CD 2, track 12); 1985/1987 remix (1985 LP; 1995 CD; 2012 CD) Vocal #1—Ray Collins
Vocal #2—FZ
Lion's Roar—

Bass—Roy Estrada
Drums—JCB
Piano—
Electric guitar #1—

Vocal #3—Kim Fowley
Vocal #4 (screams)—
Drums #1—

Voice #1 (monkey)—
Voice #2 (girl)—
Lion's Roar—
More voices

Drums #2—

Edits

FZ Edit (MOFO, CD 2, Track 16) Freak Out! (2012 CD) "Who Are The Brain Police?" (2012 CD) Notes
1st Movement: Okay To Tap Dance
0:00-2:01 0:00-2:01    
2nd Movement: In Memoriam, Edgar Varese
2:01-2:24      
2:24-2:29 2:01-2:07 1:22-1:27 edited in
  2:07-2:08    
2:29-4:12 2:08-3:50    
  3:50-3:59    
4:12-4:29   1:22-1:39 edited in
4:29-5:48      
  3:59-4:43   the voice track is repeated several times in "Monster Magnet"

 

14. It Can't Happen Here

Liner notes by FZ, 1966

Note [...] the stunning four-part barber shop harmony toward the end. Note the obvious lack of commercial potential. Ho-hum.

FZ, interviewed by David Reitman, Rock Magazine, January 25, 1971

I'm not so impressed by Kagel's electronic music as I was by this lecture he gave at a college in California, where he played a tape of a piece called Anagrama. [...] I don't think it's released. I got the score to it. It's fantastic. It's for chorus and percussion, there's a harp in there and a few other things. I'm surprised they never put that out. But the orchestration was unbelievable. For instance, in the percussion section there are two giant rolls of paper that these guys have to rip up on cue. And it's really notated out exactly. They have sheets of tin foil that they play and it really sounds good. And the chorus is singing phonetic texts—it's probably the basis of "It Can't Happen Here," and things like that.

John Henley, quoted in ARF: Notes & Comments

It Can't Happen Here, the Sinclair Lewis anti-fascist novel, was first published in 1935 and again in "A New Version" in 1938.

"It Can't Happen Here," by Mark Cheka, 1956

It Can't Happen Here
Dimensions: 36 x 23 1/2 inches
Medium: oil on canvas
Creation Date: 1956

Frank Kofsky, "Frank Zappa: The Mothers Of Invention," Jazz & Pop, September, 1967

KOFSKY: Who played the piano solo on ["It Can't Happen Here"]?

ZAPPA: I did.

KOFSKY: That's what I thought. Hence, "If you want to become a piano player, go out and buy a Cecil Taylor record." [As Zappa stated in Hit Parader.]

ZAPPA: That whole Freak Out! album is to be accessible as possible to the people who wanted to take the time to make it accessible. That list of names in there, if anybody were to research it, it would probably help them a great deal.

You just cook a tv dinner

Biffyshrew, quoted in ARF: Notes & Comments

A frozen meal in an aluminum foil tray divided into compartments (one for the cardboard-flavored meat with gravy—this is always the largest compartment and is at the front of the tray—one for the pasty mashed potatoes, one for the peas and carrots that no one eats, and one for the disappointing little dessert).

FZ: Suzy, you just got to town, and we've been . . . we've been very interested in your development.

Perceived Instrumentation vs. Different Mixes

  Left Center Right
1966 stereo mix (MOFO; MOFO fazedooh); 1969 remix (Mothermania); 1970 remix (MOFO fazedooh, CD 2, track 13); 1985/1987 remix (1985 LP; 1995 CD; 2012 CD; Understanding America) Voice #4—FZ? Voice #1—FZ
Voice #2 (mmm)—
Voice #3 (girl)—
Voice #5—FZ?
1966 stereo mix (MOFO; MOFO fazedooh); 1970 remix (MOFO fazedooh, CD 2, track 13); 1985/1987 remix (1985 LP; 1995 CD; 2012 CD) Drums #1— Piano—FZ Drums #2—

Edits

  Freak Out! (2012 CD) single Mothermania (1969) 1970 remix (MOFO fazedooh) Understanding America (2012) "Porn Wars Deluxe" (UA)
"It can't happen here..." 0:00-1:05 0:00-1:05 0:00-1:06 0:00-1:06 0:00-1:06 05:02-06:08
"Who could imagine..." 1:05-1:08 1:05-1:08 1:06-1:09 1:06-1:08    
strings 1:08-1:13 1:08-1:13   1:08-1:13    
piano & drums 1:13-1:54     1:13-1:54    
"Who could imagine..." 1:54-1:58 1:13-1:18   1:54-1:59 1:06-1:10 06:08-06:12
"That they will freak out..." 1:58-2:02 1:18-1:21 1:09-1:13 1:59-2:02 1:10-1:14 06:12-06:16
"AC/DC..." 2:02-3:28 1:21-2:47 1:13-2:40 2:02-3:28 1:14-2:40  
"Psychedelic"     2:40-2:42 3:28-3:30    
"It's a real thing..." 3:28-3:42 2:47-3:01 2:42-2:56 3:30-3:44 2:40-2:54  
"Since you first took the shots..."     2:56-2:58 3:44-3:46    
"Forget it..." 3:42-3:48 3:01-3:08 2:58-3:04 3:46-3:52 2:54-3:00  
("...can't happen here, can't happen here...")     3:04-3:08      
"...can't happen here..." 3:48-3:55 3:08-3:14 3:08-3:18 3:52-3:55 3:00-3:06  

 

15. The Return Of The Son Of Monster Magnet

Liner notes by FZ, 1966

THE RETURN OF THE SON OF MONSTER MAGNET . . . (12:17)—(Unfinished Ballet In Two Tableaux) I. Ritual Dance Of The Child-Killer. II. Nullis Pretii (No Commercial Potential), is what freaks sound like when you turn them loose in a recording studio at one o'clock in the morning on $500 worth of rented percussion equipment. A bright snappy number. Hotcha!

FZ, interviewed by Ben Manilla, WLIR Free Flight, summer, 1981

I think [Freak Out!] was the very first rock and roll double album. And it's not finished either. They released it before all the tracks were done on "Monster Magnet". That's just the basic track from "Monster Magnet". They wouldn't let me finish it. They said no one could spend any more money and that was it.

Monster Magnet

Andy Hollinden, quoted in ARF: Notes & Comments

Back in around 1964/65, my brothers and I had a Monster Magnet. It was shaped like a big horseshoe magnet and was made out of red plastic. The handle was the monster's mouth and the arms of the magnet were it's big, muscular arms that ended in closed fists. In the fists—sort of like brass knuckles—were the actual magnets that seemed pretty strong for a kids' toy. I remember you could pick up a 5 gallon tin of potato chips with the thing.

The Recording Session

FZ with Peter Occhiogrosso, The Real Frank Zappa Book, 1989, p. 78

As the sessions continued, the more enthusiastic [Tom] Wilson became. About the middle of the week I told him, "I would like to rent five hundred [1965] dollars' worth of percussion equipment for a session that starts at midnight on Friday, and I want to bring all the freaks from Sunset Boulevard into the studio to do something special." He agreed.

We got the equipment and the freaks and, starting at midnight, recorded what turned out to be side four of the album. Wilson was on acid that night. I didn't know he had taken it—he told me later. I've tried to imagine what he must have been thinking, sitting in that control room, listening to all that weird shit coming out of the speakers, and being responsible for telling the engineer, Ami Hadani (who was not on acid), what to do.

Jimmy Carl Black, For Mother's Sake, 2013, p. 55

I remember the third night of the recording mainly because the girls gave Tom Wilson some Acid. Frank didn't know how he would handle "Help, I'm A Rock" and the other things we did that night. The last session didn't actually start until about one o'clock in the morning. "Return of the Son of Monster Magner" was created in the studio. It was just a jam and, of course, the "Who Could Imagine" section was all done in the studio.

Dr. John

Jimmy Carl Black, For Mother's Sake, 2013, p. 54

Dr. John played piano on quite a few things on the album, although he wasn't credited. I never thought that was very cool.

Jimmy Carl Black, quoted by Billy James, Necessity Is . . . , 2001, p. 24

That's when we recorded sides three and four. Mac Rebannac, who later became Dr. John, played keyboards on the album although he didn't get credited on the sleeve; Paul Butterfield came down and played with us; Kim Fowley sang "Help I'm A rock"—it was a fun trip.

Dr. John (Mac Rebennack) with Jack Rummel, Under A Hoodoo Moon—The Life Of The Night Tripper, 1994, p. 128

Anyway, I did a couple of sessions for him, though, everybody in the studio but Frank was wandering around high on acid. Frank had written me this part to play, five or six notes on the piano over and over—not much different than Sonny and Cher. In the background, a twenty-voice choir croaked out monster sound effects, something like "Gggrrrrrrhhhhrrr!" When I had had about all I could take, Les McCann walked in and I asked him to hold down my chair, telling him I had to go to the bathroom. I walked out of there and never came back.

Cal Schenkel

Dan Nadel, "Interview With Frank Zappa's Art Engineer, Cal Schenkel," Eye #53, 2001

In 1966 [Calvin Schenkel] was a nineteen-year-old kid hitch-hiking in LA when a jeep full of girls picked him up and dropped him at a rock'n'roll recording session. The rock bandleader was Frank Zappa and the record was his debut: Freak Out! by The Mothers of Invention. The two men met in passing but wouldn't see each other again for another year.

Calvin Schenkel, Cal Schenkel Magazine, September, 1981

1966-(February, I think)

I am hitch-hiking down Sunset one night, when a carload of Hollywood crazies stops and I jump in. They tell me they are on their way to a "session"—why don't I join them? I have no idea what they're talking about until we arrive at TTG Recording Studio. We're directed into a room with about 100 people dancing and pounding on kettle drums and screaming "Help I'm A Rock!" Leading this madness is a strange looking fellow that I see all the time at Canter's. Little did I know that a year and a half later I would be working for this man.

Pamela Zarubica and others

Pamela Zarubica, quoted by Michael Gray, Mother! The Frank Zappa Story, 1996, p. 67

'They drove us to the TTG Studios on the corner of Sunset and Highland. It wasn't long before the studio began to fill up with people, all the freaks, and Mark Cheka—who always scared me . . . he looked like a werewolf—who was past manager of The Mothers. And there was Billy James [and his] wife named Judy . . . Tommy Flanders was there with his troll Maxine, sure ones to make any event . . . The Mothers played and the freaks danced and sang. Kim Fowley was up front doing his monologue, and Carl and Vito were screaming in the background.'

Howard Kaylan

Howard Kaylan, interviewed by Cody Conard, Neotomic Aliviac, April 9, 2009

We had both known Frank for many years, both in LA and subsequently when Frank took the Mothers into NYC for a year at the Garrick Theater in the Village. We hung out with them there. I actually did some voices late one night in an LA studio that wound up on the Freak Out album where Frank quotes a noted LA disc jockey as saying, "Let me clean you boys up a bit and make you as big as the Turtles."

Cherry Wood

Charles Ulrich, October 6, 2014

Cherry [Wood] played spoons on Freak Out!

Other People

Michael Vosse, TeenSet, January, 1967

I first saw Frank Zappa last winter when David Anderle, music world "court painter" and also manager of Danny Hutton, called to invite me to a Freak Out recording session. The studio was opened at 1 a.m. on a Friday, and it was soon filled with a couple of hundred kids from the Sunset Strip, the Mothers of Invention, "chorus leader" Kim Fowley, and various guests like Paul Butterfield and Les McCann. It went on for hours and everybody participated—some singing, some moaning, others popping gum into speakers—I don't think there has ever been anything like it!

Barry Miles, Zappa—A Biography, 2004, p. 113

Guests included Paul Butterfield, Les McCann, Danny Hutton (later of Three Dog Night) and four cast members from The Untouchables TV series.

Suzy Creamcheese

FZ: Suzy Creamcheese, honey, what's got into ya?

FZ, interviewed by Lon S. Cerel, The Cowl, April 30, 1975

C: Who was the original "Susie Creamcheese"?

Z: The original girl's name was Jeanne Vassoir.

C: Was it just something that was adopted into the show? Who approached who?

Z: It was something I made up, and then she became "Susie Creamcheese".

FZ, interviewed by Patrick William Salvo, COQ, February 1974

Suzy Creamcheese was a girl named Jeanne Vassoir. And she is the voice that's on the Freak Out album. The myth of Suzy Creamcheese, the letter on the album, I wrote myself. There never really was a Suzy Creamcheese. It was just a figment of my imagination until people started identifying with it heavily. It got to weird proportions in Europe, so that in 1967, when we did our first tour of Europe, people were asking if Suzy Creamcheese was along with us. So I procured the services of another girl named Pamela Zarubica, who was hired to be the Suzy Creamcheese of the European tour. And then she maintained the reputation of being Suzy Creamcheese after 1967. The first one went someplace, we don't know where. She's back in town now; I saw her.

Charles Ulrich, October 6, 2014

According to Jean's ex-husband, her surname was Vassar.

Captain Beefheart, Oui Magazine, July, 1973

Years ago, I was taped by Frank Zappa, and a lot of ideas on a lot of his records started out with me. Like Susie Cream Cheese, What's Got into You?, and Brown Shoes Don't Make It.

Eli B. Abrams, quoted in ARF: Notes & Comments

I don't know if this is well known, but Suzy Creamcheese existed before "Freak Out!" In reading Roger Ebert's "Big Book of Film" I came across an article by John Updike from his days as a film critic. In the article, a tribute to Doris Day, she mentions that friends have taken to calling her "Suzie Creamcheese." I was shocked, but perhaps others know about the history of the nickname better than I.

Charles Ulrich, November 26, 2015

That Updike article was published in 1983, and he was quoting Doris Day's autobiography, which was published in 1975. So this doesn't prove that the name "Suzy Creamcheese" was around before Freak Out!

Michael Dec, quoted in ARF: Notes & Comments

"Susie Creamcheese" was a popular name for plain, ordinary, non-freaky American girls since I was a kid in the early '60s. (And probably earlier). I'm sure FZ saw the potential for parody there.

Parts

Freak Out! (2012 CD) Instrumentation Notes
I. Ritual Dance Of The Child-Killer
00:00-00:15 FZ—voice
Jean Vassar—voice
 
00:15-08:09 Drums—JCB
Electronic sounds
Prepared piano
Lion's Roar
Voices
05:22-06:04; 06:34-07:16; 7:30-7:50 (sped-up 12 semi-tones) include voices from "Help, I'm A Rock" (4:00-4:43); 00:18-08:07 basic track on "Cream Cheese (Work Part)" (MOFO) (0:00-7:54); at 04:02-04:06 the siren and roar from 00:15 are heard again.
08:09-08:22 Voices  
II. Nullis Pretii (No Commercial Potential)
08:22-08:58 Voices
Prepared piano
sped-up 12 semi-tones, voices from "Help, I'm A Rock" (4:00-4:43)
08:58-10:14 Voices
Timpani
Prepared piano
09:32-10:14, voices from "Help, I'm A Rock" (4:00-4:43)
10:14-10:54 Voices
Piano
Spoons
 
10:54-11:05 Voices reversed
11:05-11:10 Voices  
11:10-11:24 Voices
Piano
Spoons
sped-up 12 semi-tones; 11:11-11:24 appears at original speed on "Hold On To Your Small Tiny Horses . . . " (MOFO) (0:00-0:26)
11:24-11:25 Voice "Hold On To Your Small Tiny Horses . . . " (MOFO) (0:26-0:27)
11:25-12:16 Voices
Piano
Spoons
sped-up 12 semi-tones; appears at original speed on "Hold On To Your Small Tiny Horsies . . . " (MOFO) (0:27-2:08)

Perceived Instrumentation vs. Different Mixes

  Left Center Right
"Cream Cheese (Work Part)" (MOFO, CD 4, track 4) Prepared piano—
Voice #1—Ray Collins?
Lion's roar—
Voice #2 ("Oh baby")—
Drums—JCB
Timpani—
Tambourine—Ray Collins
Congas—
Freak voices #1 (objects)—Kim Fowley & Freaks
Harmonica—
"Hold On To Your Small Tiny Horsies . . . " (MOFO, CD 2, track 19) Voice #6 ("Did you pick up on that?")— Voice #3 (girl)—Jean Vassar
Voice #4—
Spoons—
Voice #7 (girl)—
Prepared piano—
Voice #5 ("Fuck!")—FZ
1966 stereo mix (MOFO; MOFO fazedooh) Voice of the conscience ("Suzy?")—FZ
Suzy Creamcheese ("Yes")—Jean Vassar
Electronic effects—
Freak voices #2—
Voice #9 (foreign voice)—
Pre-recorded "monkey" voices—
Voice #10 (#3) (girl) ("Oh wow")—Jean Vassar?
Voice #11 (#4) (foreign voice)—
Spoons—
Voice #6 ("Did you pick up on that?")—
Drums—JCB
Timpani—
Tambourine—Ray Collins
Congas—
Freak voices #1 (objects)—Kim Fowley & Freaks
Siren—
Voice #8 (freak)—
Voice #12 ("It's happening, man")—
Pre-recorded "monkey" voices—
Prepared piano—
Voice #1—Ray Collins?
Lion's roar—
Voice #2 ("Oh baby")—
1985/1987 remix (1985 LP; 1995 CD; 2012 CD) Siren—
Voice #8 (freak)—
Electronic effects—
Freak voices #2—
Voice #9 (foreign voice)—
Pre-recorded "monkey" voices—
Voice of the conscience ("Suzy?")—FZ
Suzy Creamcheese ("Yes")—Jean Vassar
Drums—JCB
Timpani—
Freak voices #1 (objects)—Kim Fowley & Freaks
Tambourine—Ray Collins
Congas—
Voice #10 (#3) (girl) ("Oh wow")—Jean Vassar?
Voice #11 (#4) (foreign voice)—
Voice #12 ("It's happening, man")—
Spoons—
Voice #6 ("Did you pick up on that?")—

Prepared piano—
Voice #1—Ray Collins?
Lion's roar—
Voice #2 ("Oh baby")—

 

 

Research, compilation and maintenance by Román García Albertos
http://globalia.net/donlope/fz/
Original provocation by Vladimir Sovetov
This page updated: 2017-11-20