You Are What You Is


Fred Zeplinnn/Crush All Boxes


The Cover Art

John Livzey Photo Session #1

John Livzey,

Photo by John Livzey
Album cover photograph for You Are What You Is and then used as this poster.

John Livzey, interviewed by Tom Brown, April-May, 2002

That was kind of a impromptu thing. I forget why I was there, but he had a couple of his transcribers there. One guy was a horn player [...]. His name is David Ocker, and another guy who I think played an instrument, too. He was a little, thin guy as I recall. Frank sat down at the piano and he had that hat on, and I took some pictures and we got the You Are What You Is photo. I remember I was excited about it and I took it up there and showed it to him. We got the light box out and we were sitting in the middle of the floor on the carpet in the recording studio that he had, where he was most of the time. At least when I saw him, that's where he usually was. We were looking at it and he said "Well, let me see what Gail thinks," and I thought, 'Fuck Gail.' (laughs ensue) 'All right, all right go ahead', and he goes up in the house for twenty minutes and comes back and said "Yeah, yeah, okay. We'll do something with this." First the album cover was designed by my friend John Vince. John came up with that music staff with You Are What You Is written on it. Then the picture was sent up to San Francisco to this designer who was going to make the poster, and get the separations made. He was real good at getting a picture, or a piece of artwork, to the printing stage, and getting it there accurately. He was very good at that. And from there the picture got lost. I don't know what happened to it. They said it was lost. I always thought somebody in the Zappa organization just snagged it. [...] It was a Kodachrome transparency, positive image, 35mm, and it just disappeared. And in those days I wasn't smart enough to have made a duplicate.

Richard Emmet, "Photos By John Livzey, circa 1981," Richard Emmet Music

UMRK, c. 1981
[Richard Emmet, John Steinmetz, FZ, David Ocker]
Posing for the sake of the photographer (we weren't really playing any notes).

John Steinmetz to David Ocker, The David Ocker Internet Interview, 1994-1995

I remember that time at Zappa's. It was, I believe, the first of two times I was there. I can't remember why we went, or why we had our instruments. The photographer was doing some shots of Frank [...]. I forgot that Richard Emmet was there.

Anyway, Frank invited us over to the piano, with the photographer in tow, and showed us the transcription of the "The Dangerous Kitchen" that he had just received from the transcriber [Steve Vai], and started playing it. We joined in, and I remember that Frank was impressed that we could sightread the stuff. I don't know if he told us that at the time or if he told you later. Anyway, it was a fun, weird sort of jam session.

Massimo Bassoli, Summer 82 When Frank Zappa Came To Sicily, 2013

Here he's wearing the hat I gave him. I jumped when I saw it on the record cover!

John Livzey Photo Session #2

John Livzey,

Photo by John Livzey
Frank Zappa at home.

John Livzey, interviewed by Tom Brown, April-May, 2002

I think I managed to also catch a vulnerable quality sometimes. The one on the inside of "You Are What You Is" where he's standing up against the wall with his arms crossed? He's definitely exhibiting a warmth there that I don't think you'd ever seen up to then. He didn't usually exude warmth. You know what picture I mean? Where he's got the multi-colored outfit on and the walls are all different colors because Gail was trying to decide which color to paint the walls, yellow, purple or pink? That's why if you look in the background there are different swabs of color. He does not have his Frank Zappa persona in that picture. He's definitely at home, married, kids, pretty happy.


The Recording Sessions

Liner notes by FZ

FRANK ZAPPA Producer MARK PINSKE Engineer ALAN SIDES Engineer BOB STONE Remix Engineer GEORGE DOUGLAS Engineering Assistant DAVID GRAY Engineering Assistant [...] UMRK CENTRAL Studio

Arthur Barrow, Of Course I Said Yes!, 2016, p. 107-108

[Frank] was eager to get into his new home recording studio for the first time to record the new songs we had been playing. We began on July 8th, 1980. [...]

As we did for the Joe's Garage album, we sometimes recorded the basic tracks to several songs in a row without stopping, just as we had been doing in the live shows. From the notes I took at the time to keep track of my hours, it appears that we did the entire side two sequence [...] in real time without stopping. However, it appears we did those same songs on three different days, July 20th, 22nd, and 26th [...]. We recorded the tracks for "Fine Girl" on July 26th. [...]

We worked on basic tracks on and off through August 3rd.

Mark Pinske, interviewed by Chris Michie, Mix, January 1, 2003

Mix: If I've got these dates right, "You Are What You Is," which was released in September '81, I guess it was recorded during the summer of '81, and that was the first studio album—that was a studio album, or was that again live tracks with overdubs?
Pinske: It was all studio. As a matter of fact, it's David Logeman on that. I actually did some vocals on that. That was one that was pretty much all my baby. I think Allen Sides helped—you know what's so strange about that one? I think Bob Stone had kind of decided at that point that he was going to take a break a little bit. So he was kind of getting real fatigued from all the live, leftover 2-tracks, so I pretty much was left on my own on that. So we brought in Allen Sides to do some tracking with us. Allen tracked with me, oh, one or two songs, and Frank for some reason just didn't hit it off with Alan. I don't know, they just—I think Allen maybe was a little too opinionated or something like that. But nonetheless, you know Allen always did pretty good work. So on that particular album it was primarily me and Allen Sides did some tracks. And then Bob did some remixing on—oh, gee, that was probably only about four or five of the tunes on that album. This is when he started crossing over and getting a little more involved with the better quality remixing. The full multitrack stuff. The stuff that just wasn't sparse. That's when Bob started becoming part of the overall team. That was in '81. But that whole album was a studio album. We tracked the whole thing in there. We had Motorhead, I think, played a little tenor sax on that one, and David Ocker played a little clarinet. Came in in the overdubbing stuff. And Steve Vai, that was one of the first albums Steve Vai actually did some studio dubs on.

Mark Pinske, January 26, 2003

Frank wanted to find someone I could tag team with because we had too much work to finish. First we tried out Alan Sides because Alan had done some of the live recordings from a remote truck before for Frank (1978 I think). Frank thought Alan was a little slow and he always wanted to do things in a different way then Frank did. Alan did lay a few overdub tracks that we used on You Are What You Is. Then we tried out Bob Stone and Frank didn't think he would work out because he didn't want to work long hours.

Steve Vai

Steve Vai, interviewed by Douglas J. Noble, T'Mershi Duween, September, 1995

Frank asked me if I'd do some overdubs for You Are What You Is. So I ended up redoing about eighty per cent of the guitars on the album.


1. Teen-age Wind

Arthur Barrow, reddit, June 16, 2015

The "Teenage Wind" lyrics were written at rehearsal before my very eyes after I had told him about hearing "Ride Like the Wind" on the radio.

Arthur Barrow, Of Course I Said Yes!, 2016, p. 100-101

I heard from my old friend Phil (the drummer in Chris' high school band, Flash) that Chris [Geppert] had signed a record deal with Warner Brothers. One day on my to rehearsal [...] a familiar sounding voice came on the radio. It was Geppert, now calling himself Christopher Cross, singing his soon to be hit single, "Ride Like The Wind." [...]

When I got to rehearsal, I told Frank about the song [...]. I went to an electric piano and played and sang what I could remember of "Ride Like The Wind" after that one partial hearing of it in my car. Frank said "Get me a pencil and a piece of paper. I can write a song like that in 5 minutes." Sure enough, he proceeded to whip out the "Teenage Wind" lyrics in just about 5 minutes.

[...] When I got home that night, I called Phil and told him all about it. Phil then called Chris and told him that Zappa had written a song mocking "Ride Like The Wind." Phil quoted Chris to me as saying, "Oh, I hope he doesn't release it while I'm peaking!" When I told Frank that the next day, Frank said in a silly voice meant to be Chris, "Ooooo, I've been in the business 15 minutes and I'm peaking!" I almost died laughing.

Then I could go to a midnite show of 200 MOTELS!


2. Harder Than Your Husband

Jimmy Carl Black, interviewed by Andrew Greenaway, The Idiot Bastard, June 23, 2000

Denny Walley called me in 1980 and said Frank wanted me to call him. So I did, and he asked me if I would like to come to California and record a new country type song that was going to be on his new album. I was living in Albuquerque, NM at the time, and said that I would like that very much. So the next day there was an airplane ticket waiting for me at the airport and off I went. Frank put me up in a very nice hotel and then had his driver pick me up in his RR and took me to his new studio in his house. I sang the song and he asked if I could stay a few more days so I could do some more tracks on the album, and I did. I think I wound up recording 4 or 5 more songs on that album. It is one of my favourite albums of Frank's.

Jimmy Carl Black, interviewed by Gregarious, Mother People, 1985

I will say, that when I did the song "Harder Than Your Husband", he paid me scale, and put me up in the best hotel in Hollywood, and paid me per diem. I actually did pretty good on that one; the only time I've done any good with Frank. You know that song was originally going to be on an album called "Fred Zeppelin," but then John Bonham died, and Frank changed the title.


4. Goblin Girl

Oddio Gal, June 5, 2008

On Goblin' Girls, during the overdubs around 3:20, the lines:

Talkin' 'bout the bad girls . . . Talkin' 'bout the bad, bad girls

are a quote from the song Bad Girls, composed by Joe Esposito, Eddie Hokenson, Bruce Sudano, and Donna Summer, and popularized by Donna Summer's 1979 recording which appeared on the album of the same name.


5. Theme From The 3rd Movement Of Sinister Footwear

Steve Vai, The Frank Zappa Guitar Book, 1982, p. 5

The "Theme from the Third Movement of Sinister Footwear" (formerly titled "Persona Non Grata") appears on the album You Are What You Is. On that track Frank's guitar line was doubled by electric guitar, percussion, and bass clarinet. The original rhythm track was replaced by what you hear on the album.

Steve Vai, interviewed by Michael Brenna, Society Pages #12, May, 1982

I haven't seen Frank recording a song live in the studio. He may have done that, but I have never taken part in any procedure like that. I've played on tapes where I never ever met the musicians who were on them. [...]

When I first met Frank, one of the first things he asked me to learn on the guitar was the song "Sinister Footwear, The 3rd Movement." That originally started out as a guitar solo by Frank, and he asked me if I could transcribe it. I said, "Boy! I don't know," and then I tried it. I started feeling very meticulous about it, getting it just right. [...]

[It took me] three days [to learn it], because he called me up from Germany [prob. July, 1980], and he said, "I'll be back that-and-that day, you think you will know it by then?" I said sure, and I did learn it. But it wasn't for a while that I got to record it, so I kept practising it harder and harder. If you listen very carefully on the You Are What You Is album, I'm doubling the melody on one speaker, and Frank's original guitar track is coming out of the other. Ed Mann, the precussionist, learned the melody on the different percussion instruments, and he recorded it. David Ocker learned the part on bass clarinet and double it.

[...] what happened was: this originally started out as the opening of a show, I think it was Halloween in New York. The rhythms that appear in this transcription are transcribed rhythms from the original version which was called "Persona Non Grata." If you try to read this piece of music right here in your magazine along with the record, you'll find it inaccurate, because Frank took his guitar part, and the percussion + guitar + clarinet overdubs and played them on a totally different rhythm track. I think that was the actual rhythm track from a solo from "Easy Meat," because it's the same type of vamp, it's 3/4 E lidian. All this is why David Logeman was on it. He didn't play on it when the actual thing was being recorded live, that was Vince. The rhythm track on the album consists of Arthur Barrow playing bass, and I think it was Tommy Mars playing Rhodes, and David Logeman playing drums. So the actual sense of time on the "Sinister Footwear" that appears on the record is slightly different than what is transcribed here.

Art Jarvinen, comments to The David Ocker Internet Interview, August, 1998

Frank told me about that. He said that Steve had come in and done the overdub in one pass. Steve of course wanted to do it again, because he knew he could "do it better". Frank would not let him do it again. He said "If I let him do it again it would be perfect, and no one would believe me that there are two guitars on it".

David Ocker, interviewed by Eyeinhand Entertainment, c. 2000

Steve [Vai] and I are also both on the Sinister Footwear recording, doubling the same Zappa guitar solo—but we never played in the studio at the same time. Steve did his overdub long before I did mine. His guitar can be heard much more distinctly than my bass clarinet.

[...] I played with Steve only once. He came over to my house (the bungalow in Los Feliz) to rehearse Sinister Footwear—we played the melody together as a duet: bass clarinet and guitar. I think we'd both worked on it pretty hard by then, learning the nuances by playing along with tape to prepare for Frank's studio. Our duet went well. At least I don't remember any problems now.

Ed Mann, interviewed by Andrew Greenaway, The Idiot Bastard, March 14, 2004

I think my all time fave that I play on is 'Persona Non Grata'. Steve Vai transcribed one of Frank's more polyrhythmic solos (a near impossible feat—but Steve could do it easily) and so I learned it on marimba. And I love the 'high-wire without a net' feel to the recorded result. I guess next would be 'Drowning Witch'—I remember listening back to those recordings in the control room and the sounds were real nice.

Mark Pinske, interviewed by Chris Michie, Mix, January 1, 2003

The Steve Vai audition story is quite well known—not so much audition, as he was familiar because he'd been doing transcriptions on a contract basis, is that right?

He was doing transcriptions for, believe it or not, for $10 a page. Some people took $15 a page. And Steve made me always promise to never tell Frank how much time he spent on one page, because his transcriptions looked immaculate. The real true story on Steve is kind of interesting, because you'll hear variations. You'll even hear Steve's own version of it, which isn't even totally accurate. Steve was a young kid. I was in the studio setting up some vocal mics one day, and Frank had gotten back a transcription of a live cassette that he had sent Steve called "Persona Non Grata." And Frank came out there with the sheet, and held it up to me, and he said, "Look at this, Mark. You gotta see this. Look at the way he transcribed my guitar solo here. He makes me look like a genius." He did some triple-dotted eighth notes, or some darn thing that just looked immaculate. And Frank said he was just screwing around, but Steve made it look really like it was some elaborate thing. And Frank got a kick out of it. He said, "Yeah, he sent me his tapes. Come on in the control room." I was setting up a mic out in what we called "the yard," out there, where I was telling you about in the studio. I came in, and Frank put in the cassette, and Steve had a band called Morning Thunder, which was a garage band. And I heard all this Jimi Hendrix-type of whammy guitar stuff going on, and Frank said, "I'm flying Steve out here tomorrow." I thought, "What the heck would he fly another guitar player out?" the whole idea was, Frank decided—he'd lost a little confidence in his guitar playing. You knew about that, right?

No, I didn't.

There's about a three-year period in there where he almost didn't play at all. And we did a lot of tours where he just sang, and Steve played guitar. Steve and Ray and Ike. Frank didn't do a lot of solos. And then later on, the fans got kind of picky about it. But his mind already, he was just trying to bring in another guitar player, and he was just going to do more ad-libbing and singing, and just kind of directing. So Steve showed up, and he had this old beat-up Stratocaster. Jesus, I think he just turned 19 years old, he was nervous as heck. Came in the studio, and we went out there and Steve said to me, I was out in the studio with Steve, and he said, "You gotta help me get a guitar sound." And we didn't have any real elaborate guitar amps out there at the time. For some reason I thought he'd bring his own, or something. But we had a little Roland Jazzmaster, as a matter of fact. We cranked the thing up, and kind of got it swinging and feeding back. And Steve, "Yeah, I think this'll be OK, don't worry about it. I'll just play this." Because he wasn't being picky. We took this—I went in the control room, and Frank said, "Take the tracks from 'Persona Non Grata,'" is about an eight-minute piece. It's a pretty long piece. And he said, "Feed him all the tracks except my guitar, and we're going to have him play my guitar part." Which he had transcribed. And I kind of thought wasn't fair. So I looked at Frank, and I fed him the best mix I could—I gave him a pretty elaborate stereo headphone mix, as a matter of fact. And I said, "Steve, OK, just play along with it. Don't worry about it. Just play for however long you can. And then, whenever you want to, drop out." So I rolled the tape, I put it in Record. Steve started playing, and he played all the way through the piece. And Frank said, "My God, bring the kid in." So I told him to come in, and Steve came through the side door, and at the side door we have a little coffee maker, next to a little restroom there. And the door shut, and I was in between the two doors from the control room and where the coffee maker was, and I caught Steve there, and Steve said, "Man, I really screwed up, didn't I?" He was nervous. And I said, "No, man. Gee, I thought it sounded pretty good, Steve." So we brought him in the control room, and then Frank said to me, "Now put my guitar back on, and pan his guitar to one side, and my guitar to the other." And I remember distinctly panning Steve's guitar to the left side, panning Frank's guitar to the right side, or vice versa. I'm pretty sure that's the way it was, and we rolled the tape, and you couldn't hardly tell the difference of the two guitars. I swear to God. The bends, and the articulation, which pretty much told you how much time he spent on it, were—and Frank—probably the only time in my life I actually saw Frank's mouth just drop open. I turned around and his mouth was just dropped open. We listened to probably no more than about a minute and 20 seconds more of it, and Frank just said, "Stop the tape." I stopped the tape, he looked over at Steve and said, "Do you want to go on the road?" Honest to God. He looked over at him and said, "Do you want to go on the road?" So here was a guy that came from probably, I don't know, what? Making $120 a week, to $1,800, $2,000 a week. All of a sudden, he had a livelihood. Before he was 20 years old. And that was something I'll never forget. It really wasn't fair, I didn't think, but the kid held up pretty well.

Patrick Buzby, January 11, 2018

Here's a quick comparison between the SBD/FM version found at and the sped-up YAWYI version.

[1:06-2:09] = YAWYI [0:00-1:01]
[2:27-3:53] = YAWYI [1:02-2:25]
[4:15-4:37] = YAWYI [2:26-2:47]
[6:09-6:30] = YAWYI [2:48-3:09]


7. I'm A Beautiful Guy

pbuzby, Zappateers, November 12, 2011

I think I'm A Beautiful Guy is the same take heard on the 1980 04 29 (L) SBD with multitracked vocals and a lot of Steve Vai guitar overdubbed. It is possible other tracks from that medley are also live.


8. Beauty Knows No Pain

pbuzby, Zappateers, May 17, 2013

From this show [1980 04 29 (L) Upper Darby PA] I think "I'm A Beautiful Guy" and "Beauty Knows No Pain" were used as basic tracks on YAWYI.


9. Charlie's Enormous Mouth

(Kinda young
Kinda wow . . . )

Cliff Heller (quoted in Arf: Notes & Comments)

I always suspected that Charlie's Enormous Mouth was a riff on the "Charlie" fragrance because "Charlie" referred to a woman name in both cases. (For the non-English speaking, Charlie is usually a nickname for Charles, a mans name, and rarely used for Charlene or any other female variant).


11. Conehead


12. You Are What You Is

FZ, interviewed by Tom Mulhern, Guitar Player, February, 1983

Did you use a Strat on the song "You Are What You Is"?

No. That's the Les Paul. I also used a Mu-tron Octave Divider.

flambay, Zappateers, October 21, 2015

The You Are What You Is theme has surfaced for the first time in some of FZ's Yo' Mama solos in 1978, check 1978 02 15 Berlin DE for instance.


13. Mudd Club


14. The Meek Shall Inherit Nothing


15. Dumb All Over

Arthur Barrow, "Re: Dumb All Over,", October 12, 2001

He wrote the lyrics on a plane trip back from Europe. I was taking a walk around the plane to stretch my legs and went by Frank's seat to say hello. He said "Look what I just wrote!" and handed the page to me with lyrics fully formed, as I recall. I was amazed, to say the least.

FZ, quoted in "The CD Watchdog," ICE #43, October, 1990

I've also had complaints about the guitar solo on 'Dumb All Over' (on the You Are What You Is CD). That's also unmeshable because it, too, was not a continuous performance. I didn't like that guitar solo to begin with, but I think what's important is the lyrics, getting from one topic to another.


FZ, interviewed by Michael Bourne, American Eye, October 23, 1974

I can talk in pitch, Sprechstimme. I've been doing that for years—and I learned it from John Lee Hooker, not Arnold Schoenberg.


16. Heavenly Bank Account

Arthur Barrow, interviewed by Juha Rompannen, April 18, 1996
There was this little thing we were playing—a sort of little robot sounding thing, [sings the melody of "Basement Music #2"]. Had this sort of like square little robot feel, and we played it a little bit that way a few days in rehearsal, and then one day Tommy [Mars] started playing like a gospel version of it, [sings a gospel version of the same melody]. And Tommy says that, you know, Frank walked into rehearsal and said, "Wow, that's cool! What's that?" "Frank! You don't even know? That's your own tune! You wrote that! That's this thing you— [sings the melody again]" "Wow! That's cool!" And so then that's how it became "Heavenly Bank Account," because Tommy started doing a gospel version of this thing that was this little robot thing, this cool little robot thing.

It is easy with the Bible
To pretend that
You're in Show Biz
(And a-one, and a-two, and a . . . )

Evil Bob, quoted in ARF: Notes & Comments

This last line refers to the accent of the famous late bandleader Lawrence Welk.

Additional informants: Charles Ulrich, Patrick Buzby

17. Suicide Chump


18. Jumbo Go Away

FZ, interviewed by Keith Elshaw, CFNY, Toronto, Canada, October 2, 1978

Wrote a song just the other day called "Jumbo Go Away" 'bout this girl with a head about the size of a rhinoceros that was chasing Denny around Detroit.

Denny Walley, interviewed by Andrew Greenaway, The Idiot Bastard, July 31, 2008

It's hard to explain this without sounding pompous or rude, so I will just say that while in Detroit waiting with Frank for the hotel elevator to arrive to take us to our rooms, the lady in question appeared again! (She had followed us/me for the last week to every gig, hotel, restaurant.) Having tried on more than one occasion to let her know that we were not going to become husband and wife, I finally just said "Jumbo, go away." The following day at soundcheck, Frank handed me a song he had written the night before and wanted me to sing. It was "Jumbo"!

Denny Walley, interviewed by Michael Buffalo Smith, Michael Buffalo Smiths's Universal Music Tribe, 2004

With a song called "Jumbo Go Away", we had gone out to a club one night and I wound up with this girl. Well this girl started showing up at all the gigs. No matter where we were, she would show up. We were in Chicago and played and after the show we would go club hopping at different places. We would have some drinks and then we went back to the hotel to the elevator waiting to go up to the room and then I turned around and saw this girl waiting for me and I turned around and said "Jumbo go away!" Then the next day Frank handed me some lyrics of a song called "Jumbo Go Away". That was how that happened. (laughs) He was always doing stuff like that.

Number 6

Arthur Barrow, Of Course I Said Yes!, 2016, p. 61-62

An interesting thing Frank was doing at the time was writing what he called "insertion units." He brought in charts for us with numbers for titles, like "Number Two" or "Number Six." These instrumentals were usually fairly short, only a minute or two in length. He had us work them up as a regular part of rehearsal, but they were not part of the planned show. He said he would find places to use them in future songs, and that is what he did. "Number Six," for example, became the instrumental middle section of "Jumbo Go Away."


19. If Only She Woulda

Arthur Barrow, Of Course I Said Yes!, 2016, p. 108

The cheesy Doors-like organ solo on "If Only She Woulda" is performed by me, not Tommy Mars, so don't blame him.


20. Drafted Again



Research, compilation and maintenance by Román García Albertos
Original provocation by Vladimir Sovetov
This page updated: 2018-07-28