Mystery Disc

1. Theme From "Run Home Slow"

FZ, The Old Masters Box One (1985) booklet

'RUN HOME SLOW' was a low budget western produced by Tim Sullivan, starring Mercedes McCambridge, written by my friend and high school English teacher, Don Cerveris. I wrote the music for it. The money from this job was used to buy an electric guitar and the Pal Recording Studio in Cucamonga. Pal was re-named 'STUDIO Z.'

Paul Buff, on personal correspondence with Patrick Neve, March, 1998

To my recollection, the Run Home Slow soundtrack did not use the Pomona Valley Symphony—they were Hollywood studio musicians, I believe. I did the recording at Original Sound, with Zappa producing and directing.

Geoff Wills, "Interview With Chuck Foster," United Mutations, 2008

Chuck [Foster] played trumpet on the soundtrack music for the film Run Home, Slow, and he remembered a number of other musicians who were also involved. These were Ron Myers (trombone), Chick Carter (flute, tenor sax, baritone sax), Don Christlieb (bassoon), Pete Christlieb (tenor sax), Chuck Domanico (bass) and John Guerin (drums).

Charles Ulrich, April 10, 2015

[Pete Christlieb] confirmed his involvement in Run Home Slow, along with that of Don Christlieb, Chuck Foster, and Ron Myers. He also mentioned John Mitchell on baritone sax.

Different Versions

Charles Ulrich, December 17, 2014

Although the Mystery Disc booklet (p. 30) states that Lost Episodes and Mystery Disc have different mixes of the same performance, I think they are actually different performances. Note in particular the different phrasing in the trumpet part at 1:02 (Lost Episodes) vs. 1:00 (Mystery Disc).

Other differences: the Lost Episodes version is in stereo, it lacks the guitar heard in the Mystery Disc version, and it has piano and trombone on the intro.

The version heard in the film has the guitar solo and the trumpet phrasing of the Mystery Disc version, but unlike that version it has piano and no guitar on the intro.


2. Original Duke Of Prunes

FZ, The Old Masters Box One (1985) booklet

This music is also part of the 'RUN HOME SLOW' score. In this scene, a nymphomaniac cowgirl is getting plooked by a hunchback, next to the rotting carcass of a former donkey. Really.


3. Opening Night At "Studio Z"

FZ, The Old Masters Box One (1985) booklet

This is a collage of some dialog and music from the party on opening night. The guests included Captain Beefheart, his former girlfriend Laurie, Ray Collins, Motorhead Sherwood, and Bob Narciso. Bob is singing about the Pall Malls. Motorhead is talking about his girlfriend.

FZ, interviewed by Charles Armakhanian, KPFA-FM, May 17, 1984

On the Mystery Disc that's gonna be included in the first 7-record box set of those old masters, there is an example of one of my first collages, based on material recorded the night that I took over occupancy at Studio Z, my first recording studio. We had a party there with a bunch of strange people including Captain Beefheart and this guy named Bob Narciso, who was doing Pachuco comedy about ten years before Cheech & Chong. And I chopped all this conversation up and there's a probably about 3 minutes segment of that in there.

FZ, quoted by Michael Gray, Mother! The Frank Zappa Story, 1996, p. 43-44

At the party was Beefheart, a guy named Bob Narcisso, Ray Collins, Motorhead, Beefheart's little girlfriend Laurie, another guy who used to play drums in our band, Al Ceraeff; I think that was about it. It was the night I took possession of Studio Z, and we just went into the studio and turned on the tape recorder and so I've got tapes of Captain Beefheart singing "Night Owl" and Ray Collins singing "Louie Louie" and then we'd get a background going and be fucking around and making up lyrics on top of that.

Ate some jello
And had a mellow mellow mellow . . . muelo
Had a swell time

Charles Ulrich, August 14 & 20, 2012

I think "DO-DO-DO-DOH!" is a musical quotation from A Casual Look by the Six Teens.

Anyway, we know that FZ was familiar with A Casual Look, since he played it on KPPC in November 1968.


Charles Ulrich, June 29, 2010

Drumbo's book [Beefheart: Through The Eyes Of Magic, 2010] reveals that her name was Laurie Stone.

Studio Z

Paul C. Buff, "About Paul Conrad Buff,"

Frank eventually bought Pal from me, for $1000, his Fender Jazzmaster guitar and a set of drums. He renamed it "Studio Z" and I went off to Hollywood to a partnership in a bigger studio with Mr. Art Laboe, the DJ who originated the Oldies But Goodies concept.

FZ, interviewed by Patrick and Barbara Salvo, Melody Maker, January 5, 1974

It was the only place at that time that had a five-track recorder. It was a handmade machine. Done by a guy named Paul Buff who owned the studio before me. And this machine enabled me to sit there and do overdubs.

Once I learned how to work the equipment, I would sit there 12 hours at a time in the studio and play all the instruments myself onto the tape and practise what I was going to do later when I got into a bigger studio. It was a lab for me.

John French, Beefheart: Through The Eyes Of Magic, 2010, p. 54

[FZ told me] that the double-entendre name was not only his last initial, but it inferred "the last real studio."

Andrew Greenaway, "I'm Bathing With Peter"—Interview With Lorraine Belcher Chamberlain, The Idiot Bastard, May 7, 2010

IB: What was Studio Z like?

LBC: Studio Z had blacked out storefront windows. Upon entering, there was an office to the left, control room to the right, then double swinging doors which led to the recording area, which was a huge room. To the left were dilapidated couches, to the right a grand piano. Musical instruments and drum sets, cords running everywhere. Past the piano was a long rectangular area where he projected films on the back wall. Past the couches there was a wall with a window and door that led into the bedroom, which was festooned with a myriad of wacky items, including a huge aquarium filled with decapitated dolls . . . heads & arms filling it to the brim. On the back wall was a glittering juke box. That was the door to the bathroom. You could open it up and had to duck to get in there.

FZ with Peter Occhiogrosso, The Real Frank Zappa Book, 1989, p. 43

[Motorhead] came to Cucamonga and didn't have a place to stay, so I invited him to move into the studio with me.

Jim Sherwood, quoted by John French, Beefheart: Through The Eyes Of Magic, 2010, p. 54

I lived with Frank and his wife; I stayed there in their house for a while. Then he had the studio, so Frank and I were going over and playing around at the studio. Then they went through the divorce, so Frank and I actually moved INTO the studio, which was really cool.


4. The Village Inn

FZ, The Old Masters Box One (1985) booklet

In order to survive while living in "STUDIO Z," I worked a weekend gig at The Village Inn (80 miles away in Sun Village). This is the emcee (identity unknown), introducing the band: Johnny Franklin [bass], toby [drums], 'Frankie Zappo' [guitar], and, overlooked in the excitement, Motorhead on tenor sax.

Charles Ulrich, August 23, 2014

I talked with John Franklin on the phone. [...] The drummer in the Village Inn house band was named Toby Tobias. The guest vocalist was named Cora Stacker. He thought the recording of Steal Away might be from a rehearsal at Studio Z. Could there be an edit from the intro (recorded at the Village Inn) to Steal Away (recorded at Studio Z)?

FZ with Peter Occhiogrosso, The Real Frank Zappa Book, 1989, p. 49

I heard that the Village Inn was destroyed by fire in a 'racial incident' in the early 1970s, and that the people in the neighborhood had acquired the habit of shooting each other.

Peter Mackay, "The Village Inn," Pete's Mothers Photos

Address of the former Village Inn: 8734 East Palmdale Blvd, Littlerock, CA.

Well, Little Mary, we like you!

Our own Johnny Franklin on bass!


5. Steal Away

FZ, The Old Masters Box One (1985) booklet

A lady named Cora sat in with us that night at the Village Inn. This is a blues song that had been a hit a few years before, recorded by Jimmy Hughes.

Steal Away—Jimmy Hughes, Song Information,

Chart History: Hot 100, #17, August 15, 1964, 12 weeks on chart.

FZ, quoted by Michael Gray, Mother! The Frank Zappa Story, 1996, p. 46

I've got a tape—you know the Roxy album? You know the song about Sun Village?—I've got a tape from the Village Inn where I worked in 1964 and it's got this character, I don't know what his name was, some black gentleman there who got drunk and thought he was the MC of the show and grabbed the microphone and started saying "D'y'all like the band? D'y'all like the band?" and the people in the audience were saying "Yeah, we like the band but we don't like you, now get off!" and he says "Well little Mary we like you an' we just wanna say that we're gonna have many coming attractions here to the Village Inn and er now we want you all to have a good time and er, er the bar is gonna close soon"—and going through all those raps and then he says "Now, Toby on drums and Johnny Franklin on bass and er Frankie Zappo on guitar!"

But from the tape you can really get back to how the whole thing was. You can just feel the atmosphere in that place. And it just happens to be a stereo tape so you can hear some room tone and the old air that was hanging there. And right after this guy, on the tape, is a selection that we played that night, with this woman called Cora, who was one of the customers.

She was this huge lady, who wore white socks rolled down over her shoes and sang like a man. She's got a baritone voice and she's singing an old blues song called "Steal Away" with the group—and, incidentally, with Motorhead on sax! He didn't have the first idea of how to play a sax. And sitting in the audience was, again, Captain Beefheart. And it's actually quite a nice performance of "Steal Away."

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

MG: How did you pay the rent at the time?

My only source of income was working this barbecue joint up in Sun Village. I'd work there on weekends.

MG: Really?

Yeah. In the band, I wasn't making barbecue.

MG: What was the band?

It was just a pickup band. Some guys that I knew from high school who lived up there. I would come up, plug in my guitar, play with them.

MG: You didn't record any of that stuff?

Yes, we did. Some of that's on the mystery disk, too. There was no rehearsal. You'd just go up there and play bar band music, and if somebody was in the audience, and they wanted to sing, like a take of "Cora"—they were singing "Steal Away"—


6. I Was A Teen-age Malt Shop

FZ, The Old Masters Box One (1985) booklet

Meanwhile, back at "STUDIO Z," I had been working on what might have been the world's first 'rock opera' . . . a stupid piece of trash called I WAS A TEEN-AGE MALT SHOP. This was the opening theme. F.Z. on piano, Motorhead on acoustic guitar, Vic Mortenson on drums.

Charles Ulrich, June 29, 2010

The correct spelling is Mortensen.

FZ, interviewed by Patrick and Barbara Salvo, Melody Maker, January, 1974

Maltshop? Oh strictly fantasy-type stuff. It was the idea of an old man who has a daughter named Nelda who was a cheerleader.

The old man has a recording studio that hasn't hit and there's an evil landlord who's going to foreclose on him. So there's this group that somes in with a teenage hero that goes to the high school called [Ned the Mumbler], a teenage Lone Ranger, and it was just a fantasy-type thing with rock and roll music on it.

Paul Buff, on personal correspondence with Patrick Neve

Allison Buff was my first wife (1964). She, in fact, was a waitress at the Cucamonga Maltshop and recorded a lot of things at Pal, both with me and with Frank. Allison had a great memory for music and harmony and a pretty good voice. Frank had her written into his Teenage Opera—which never was realized.

Millard Isobar, affz, March 6, 1997

[The 'Hippie Riff'] can be plainly heard in the opening section of I Was a Teenage Maltshop


7. The Birth Of Captain Beefheart

FZ, The Old Masters Box One (1985) booklet

Besides working on the hideous little rock opera, I was trying to raise money for a micro-budget sci-fi film called "CAPTAIN BEEFHEART vs. THE GRUNT PEOPLE." This is a sample of the dialog. Captain Beefheart was a character I invented for the film. His name derives from one of Don Vliet's relatives who looked like Harry Truman. He used to piss with the door open when Don's girlfriend walked by and make comments about how his whizzer looked just like a beef heart.

FZ, interviewed by International Times, March, 1977

Here's what happened: I started him off in the business. [...] Because without being kicked in the butt he would never have started singing, he was too shy, and because I had that recording studio I got him in to do those demos. I said 'go on and sing' because all he used to do was drive around in his car and sing to himself. [...] He was not like a band member of any of the high school bands. He didn't play anything, in fact all he attempted to do then was learn alto sax and he gave that up pretty fast.


8. Metal Man Has Won His Wings

FZ, The Old Masters Box One (1985) booklet

In our spare time we made what we thought were 'rock & roll records.' In this example, Vliet was 'singing' in the hallway outside the studio (our vocal booth) while the band played in the other room.

The lyrics were derived from a comic book pinned to a bulletin board near the door. The musicians include F.Z. on guitar, Vic Morthenson [Mortensen] on drums, and a bass player from a surf group (identity unknown).

The Lyrics

Biffy The Elephan Shrew, "Metal Man Has Won His Wings: The Source"

The following images are the cover and a full-page ad from the DC comic Metal Men #7, April-May 1964. This book would have been on sale in early 1964; its on-sale date was probably February 20, the same as that of the Hawkman comic advertised (which also shows a cover date of May). This is clearly the source of the lyrics of "Metal Man Has Won His Wings." (Note that, contrary to the official title, it is actually Hawkman, in both the song and the original advertisement, who has "won his wings.") This proves that "Metal Man Has Won His Wings" must actually date from February 1964 at the very earliest.

Metal Men Hawkman

Wheet! Wheet!

Wheet! Wheet!

Metal Men!

Metal Men!

The Living Gun!

The Living Gun!

Has won his wings!

Electrifying Announcement

9. Power Trio From The Saints 'N Sinners

FZ, The Old Masters Box One (1985) booklet

Another weekend gig recording from an orange-pickers' bar in Montclair. Later that night, a deranged Mexican tried to pull my mustache off. F.Z., guitar, Les Papp, drums, Paul Woods, bass.

FZ, interviewed by Norma McLain Stoop, After Dark, February, 1972

For about, let's see, five years, we had mock-up Mothers—test batches—groups with the name before there was a real Mothers, and one of these groups was performing in '64 at Saints and Sinners, a beer joint for construction workers in Ontario, California. Guitar, bass, drums, and I was doing the singing—obviously that would limit the commercial potential of such an ensemble. But everybody was blowing their brains out. So that great event disbanded as a result of a special occurrence there at Cucamonga which is too elaborate to describe right now.

David Walley, No Commercial Potential, 1996, p. 37

To support his business he had to resort to playing odd jobs with a combo which included Les Papp on drums, Paul Woods on bass, and Frank on lead guitar. They worked all sorts of joints, especially one called Sinners and Saints on Holt Boulevard in Ontario, California. "Picture the scene," Frank says, "we were playing 'In the Midnight Hour' to an audience of Mexican laborers, entertained by four go-go girls in black net stockings." Audience, band, and go-go girls were in turn watched by one policeman during the week and by two on weekends—keeping an eye on any Mexican trouble. The little combo was called the Muthers. They worked with longish hair, "that is to say it was aiming downward and about three inches long. In that day and age for that part of the country I was a mutant . . . I was wearing striped shirts unheard of to a population that thrives on the white short-sleeved t-shirt because that's what you wore to work."

FZ, 1973 (from "FZ Explains . . . The Radio Show," Rock United, United Airlines, 2003)

Well, the group called The Soots didn't last very long. Mr. Vliet moved back to the desert and I stayed in the Cucamonga area and put together a group called The Muthers, spelled M-U-T-H-E-R-S.

FZ, interviewed by Steve Rosen, Rock Magazine, December, 1973

Prior to [The Mothers] I had another group out in the sticks that was spelled M-U-T-H-E-R-S; [...] the personnel of that other weird group was Les Papp on drums, Paul Woods on bass and myself.

FZ, interviewed by Patrick and Barbara Salvo, Melody Maker, January 5, 1974

It was a three-piece group with Paul Woods on bass, Les Papp on drums and me on guitar, and we worked at a club called the Saints and Sinners in Ontario, California and it was about as close as you could get to an Eric Clapton-Cream type format at that time.

We weren't full of amplification and power but we were the same type of format, a guitar trio and I was doing the vocals, a rhythm and blues type thing.

Then came "Muthers" which was just short for mother f—.

FZ, interviewed by Steve Rosen, Guitar Player, January, 1977

I had a three-piece power trio called the Mothers, with Les Papp on drums and Paul Woods on bass, and we were working at a place called The Saints & Sinners in Ontario, California. It was, like, mostly Mexican Laborers, a go-go bar, lots of beer, and a few waitresses who would jump on the tables—that type of thing.

[...] I used to have to sing with that trio at the Mexican place. But that was mostly blues-type songs.

Geoffrey Cannon, "Frank Zappa: He Observes Our Extremes, Absurdities," The Guardian (from Charleston Gazette, August 15, 1970)

Desperate for money, Frank formed a trio: guitar, bass and drums, ("Y'know, like the Cream," says Frank). They played blues, mostly, and got a regular date at a club in a nearby town. This was grape-picking country. "Picture the scene," says Frank. "We were playin' 'In the midnight hour' to an audience of Mexican laborers, entertained by four go-go dancers in black net stockings," and watched by a policeman, on Saturdays—two policemen, watching for Mexican trouble.

"In The Midnight Hour," Wikipedia, retr. June 8, 2019

Wilson Pickett recorded "In the Midnight Hour" at Stax Studios, Memphis, May 12, 1965.

The Sinners And Saints Tavern, 1315 E. Holt Blvd., Ontario, CA

David Allen, "Frank Zappa put signature on Inland Valley and in Claremont yearbook," Daily Bulletin, March 15, 2016

I'd heard of this bar only because of its Zappa connection but didn't otherwise know anything about it, including its correct name. For this, I turned to the Model Colony History Room of the Ontario library.

Putting vice before virtue, the name was the Sinners and Saints Tavern. The address was 1315 E. Holt Blvd. in Ontario, giving The Balanced City another claim to Zappa fame. The building is gone, replaced in the late 1970s by apartments.


10. Bossa Nova Pervertamento

FZ, The Old Masters Box One (1985) booklet

A "STUDIO Z" late-night jam with F.Z. on acoustic guitar, Les Papp on drums, and Bobby Saldana on bass.

FZ, KWST, November 1, 1975

The thing that's in the background right now ["Bossa Nova Pervertamento"] is the tape that we made the night before the cops came in and raided the studio in Cucamonga.


11. Excerpt From The Uncle Frankie Show

FZ, The Old Masters Box One (1985) booklet

Once upon a time, I was a disc jockey on a low-voltage college radio station. Nobody ever checked to see what was going on there. I was not a student. I got away with it for a week.

FZ, interviewed by Steve Behm, KYUU, San Francisco, CA, May 17, 1984

There was a college radio station at Pomona College, down in Los Angeles, and I wasn't a student at the college but they kept leaving the door open at this radio station, so I managed with the help of a few friends to actually have a disc jockey show called The Uncle Frankie Show for a week, before they caught me. That was my disc jockey career.

[...] Well, it's not that I played so many records but what I used to do is I would make these tapes in our recording studio of things like, how to play stupid rock & roll chord progression changes on the piano and sing rhythm & blues songs at a party. And then I had a collection of mostly old rhythm & blues records that I would play on air.

FZ, quoted by Michael Gray, Mother! The Frank Zappa Story, 1996, p. 44

I was on the college station at Pomona College. I not only played r'n'b records—I sang, talked, gave lectures, demonstrated wasy in which a person could have fun at a party, ahem, by playing r'n'b records.

I remember one show was dedicated to explaining to the college audience the two chords that you needed to know in order to play the background of "Night Owl" and 50,000 other r'n'b songs that had the same chord changes.

Things like that. I still have (of course!) a tape of that show—and that piece of tape is to be included in the ten-album set that I've been trying to put on the market ever since 1968!

Joe Travers, January 16, 2006

The first Uncle Frankie Show (Mystery Disc excerpt) was recorded for Halloween.


12. Charva

FZ, The Old Masters Box One (1985) booklet

F.Z. vocals, piano, bass & drums.

Tan Mitsugu, February 21, 2016

I can't hear any bass.

FZ, "The Uncle Frankie Show," Joe's Xmasage (2005)

So the [I Was A Teen-Age Malt Shop] story opens up in the recording studio and the first song of the program is a little ditty that is sung by a very bad rock & roll group called, well, we won't divulge their names yet, but the name of the song is, "Charva, I Love You And I Don't Know What In The World To Do About It." And we have already recorded this thing. Oh, and it's just a— just a dandy song. And I'd like to show you how we do these things here at Studio Z. It's done on our five-track recording machine, we make multiple recordings here, it's very exciting.

FZ, quoted by Rip Rense, The Lost Episodes (1996) liner notes

Charva' is a mispronunciation of a girl's name, Sharva, who was a friend of Motorhead's.

Sharva Maynard, February 13, 2007

I've known about the 'Charva' song for some time. Jim Sherwood and I were good friends then and I WAS a girl so I guess I was his girl-friend . . . kind of funny how people remember you.


13. Speed-Freak Boogie

FZ, The Old Masters Box One (1985) booklet

An example of multiple overdubs and half speed recording, circa 1962. F.Z. speeded-up lead and rhythm guitar, Doug Moon, rhythm acoustic guitar.

Greg Russo, liner notes for Paul Buff Presents The Pal And Original Sound Studio Archives: The Collection, Crossfire Publications, January 24, 2011

[This] track by The Pal Studio Band is familiar to Zappa fans as "Speed-Freak Boogie," but that's not what it was originally called. Frank Zappa wrote the titles of the original tape reel's songs on the back of a "While You Were Out" note, and the original title was "Cookin' Turnips." Doug Moon was the acoustic rhythm guitarist. [...]

THE PAL STUDIO BAND: Cookin' Turnips (4:15)
(Frank Zappa)
Personnel: Frank Zappa (sped-up lead guitar, rhythm guitar); Doug Moon (rhythm acoustic guitar)
Producer: Frank Zappa
Engineer: Frank Zappa
Recorded: January 1963
Original Release: April 19, 1985 on Frank Zappa's 7LP set "The Old Masters Box One" (as "Speed-Freak Boogie").
NOTE: This version of the track has not been altered in any way, unlike the original box set presentation.

Doug Moon

Doug Moon, quoted by John French, Beefheart: Through The Eyes Of Magic, p. 58-59

I remember I ran into Don [Van Vliet]. This was my first recollection of getting together with Don. Of course, I knew him from High School [...]. It was in one of the drive-ins [...]. So anyway, I ran into Don—I'm not sure if he had Laurie with him—and we started to talk. The conversation ended up in music. I was telling him about what I was into and what I was doing and he was very interested. [...]

So, as a result of this meeting, we got together. I jammed around a little bit and he said, "Hey, I want you to go down to Frank's with me." He started telling me about Frank's studio (Studio Z). We went down to Frank's and I jammed on the guitar and did my guitar and harmonica thing, and Don sang. I remember Don was singing along with this stuff and Frank was doing whatever, maybe recording or playing along too. Don and I started to go down to Frank's on a regular basis . . . we sat in on some of Frank's club gigs and played a few tunes.

Doug Moon, Grow Fins booklet, 1999

I was in one of those drive-ins over on Avenue I . . . Foster's Freeze or Tasti Freeze. Something like that. You know, cokes and hamburgers. It was a carhop thing. Real popular place, and the car clubs hung out there. At that time I was in a car club. I ran into Don [Van Vliet], of course, I knew him from high school and a few times that we had just gotten together and BS'd and stuff. We started to talk and the conversation ended up on music. I was telling him about what I was into and he was very interested in that. He liked the blues and he knew about Jimmy Reed, and really liked that style of music. As a result of this meeting, he said, "Hey, I want you to go down to Frank's with me" and told me about Frank's studio. We went and I did my guitar and harmonica thing, and Don sang, Frank was doing whatever, maybe recording or playing along too. Don and I started to go down to Frank's on a regular basis. We sat in on some of Frank's club gigs, and played a few tunes.

[...] It was crude, but it was comfortable, I remember that. It was the kind of place where you could party all night long and make a recording session out of it.


14. Original Mothers At The Broadside

FZ, The Old Masters Box One (1985) booklet

Ray Collins called me one night to replace another guitar player in the band he had been working with (THE SOUL GIANTS), since he had gotten in a fight with him. They had a good gig at a club in Pomona called the Broadside. After the sax player, Davy Coronado, quit, I took over, changed the band name, and eventually this recording was made. The dropouts are on the original tape, caused by a wobbly reel.

FZ, quoted by Ian Pollock, Rainbow Theatre Programme, December, 1971

The first recorded performance of The Mothers is live at a bar in Pomona, California called The Broadside and the song we're playing on it is "Louisiana Blues" by Muddy Waters.

Jimmy Carl Black, For Mother's Sake, 2013, p. 36

I think Frank recorded us live one time at The Broadside. I remember that he brought the tape recorder down from Studio Z and recorded the whole night. Motorhead was running the tape.


15. Party Scene From "Mondo Hollywood"

FZ, The Old Masters Box One (1985) booklet

Through a number of perverse twists of fate, we wound up being used as the 'party band' for a movie called "MONDO HOLLYWOOD," in a scene where freaks and maniacs cavort, licentiously. The equipment we are playing on was lent to us by Jim Guercio. Thanks again, Jim. In the background, listening to this spewage, was Herb Cohen. He decided to manage the early Mothers a short while later.

FZ, WLIR, Long Island, November 1, 1975

This piece of music was recorded at a party in Hollywood. It was the first time the Mothers Of Invention had appeared in the civilized world. We had made our emergence from the Pomona area into Hollywood, and we were the entertainment at a party that they were using in conjunction with the filming of a picture called Mondo Hollywood. The amplifier that the bass is playing through was lent to us by Jim Guercio, and meanwhile, over on the side watching the band, for some sort of future purpose, was Herbie Cohen, who eventually turned out to be our manager.

Roy Estrada, quoted by Billy James, Necessity Is . . . , 2001, p. 21

It was supposed to be at a freaked-out party at a house. They filmed it at this big house and that was where we met Carl Franzoni. The guy had heights [platform shoes] and long hair, and also there was Vito. That was the first time we'd seen all freaked-out people.

Jimmy Carl Black, For Mother's Sake, 2013, p. 41-42

So they filmed us playing at this party. It was a house on Franklin Street, one of those big old Hollywood houses near Hollywood and Vine. [...]

That was the first time I met Carl Franzoni, Vito [Paulekas] and all those people. Vito and Carl were the leaders of this movement although they were quite a bit older than the others. They were ex-beatniks, poets and artists. I had been a fairly straight guy and so had Roy and we just couldn't believe some of these people, Man! The outfits they were wearing were wild! We were wearing our black Homburg hats and we still had our band uniforms on, the green shirts that everybody had to wear. So it was kind of strange, like it was a fancy dress party and not "real"!

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

So we go down [Canter's] and make this place, and about 3 months after that is when we met Frank Zappa at this party that [Robert Carl] Cohen was shooting for the movie 'Mondo Hollywood'. This is the first shooting and the band is Zappa's, it's called the Mothers, the Mothers, not Mothers of Invention, Mothers—out of Pomona. So, got to meet him, not very much dialogue, thanks for the good dance music, playing blues mostly, they're not playing any of those songs that he wrote—not yet, they're not even in the book yet, they're not even recorded yet. They're just playing that top 40 stuff.

The party's a success: full-on people, movie stars there, too—because in this movie this guy Carl Cohen goes from all aspects of people, he even goes to the Whites. The Whites in LA are the highest social climbing family.

Mondo Hollywood Photo Album by Robert Carl Cohen

The Mothers FZ

Neil Slaven, Electric Don Quixote—The Definitive Story Of Frank Zappa, 2003, p. 51

Love guitarist Bryan Maclean attended the party: "I stood near the band in rapture for the entire evening. I couldn't believe my eyes, I thought (Frank) was the greatest." [Bryan Maclean interview February 22-24, 1993, by Neal Skok.]


16. Original Mothers Rehearsal

FZ, The Old Masters Box One (1985) booklet

Almost by accident, we got a record deal. We were completely broke, and the finance company was coming after Jimmy Carl black's drum set. We used to collect pop bottles to cash them in so we could buy Wonder Bread and baloney for the rehearsals. In spite of this, we got to practice in some of the best rehearsal places in town. Tim Sullivan had a studio on Seward St. (now occupied by Haskell Wexler). Tim still owed me some money for the "RUN HOME SLOW" movie track. Instead of paying me, he let us use his soundtage. The ever-present Akai tape recorder moved in with us.

Biffyshrew, June 10, 2005

"Groovy Baby" by Billy Abbot and the Jewels (1963) [is] definitely the source for "Sandwich Song" (on Apocrypha, conspicuously omitted from the Mystery Disc). "Once I had a love/Groovy baby..."


18. Band Introductions From The Fillmore West

FZ, The Old Masters Box One (1985) booklet

In either late '65 or early '66, we worked the Fillmore West as an opening act for Lenny Bruce. Ray Collins provides the introductions, mispronouncing Elliot Ingber's last name. Bill Graham finishes things off.

On rhythm guitar with a white light blue triangles behind him, Elliot "Bro" Ingber

Jimmy Carl Black, For Mother's Sake, 2013, p. 162

["Bro"]—that's what we called Elliot when he was with the Mothers, he was always tryin' to talk like a black man!

FZ, Freak Out! (1966) liner notes

ELLIOT INGBER: Alternate lead & rhythm guitar with clear white light

Bill Graham: [...] if during the first set you want to dance, use the corners or use the stage if you like. After Lenny we're gonna clear away most of these chairs and, do what you like.

Michael Branton, "Frank Zappa vs. The World!", BAM Magazine, October 5, 1979

Have you ever asked anyone for their autograph?
Yes, Lenny Bruce. I told him to sign my draft card and he wouldn't do it.

FZ, interviewed by David Sheff, Playboy, April, 1993

We opened for Lenny Bruce at the Fillmore West in 1966. I asked him to sign my draft card, but he said no.

Tracks recorded at the Fillmore Auditorium, San Francisco, June 24-25:


24. Jim/Roy


26. Agency Man


27. Agency Man (Studio Version)

FZ, KSAN, November 10, 1968

This is recorded about, uh, a year and a— little over a year ago. In New York.

FZ, interviewed by Den Simms, Eric Buxton & Rob Samler, Society Pages (US), September 1990

Agency Man is about advertising agencies selling political candidates [...]. The song was written because at a certain point in American political history, politicians discovered Madison Avenue, and it changed the face of American politics. Because the Republicans always had more money that the Democrats, they were the first to hire a real Madison Avenue agency. I believe it was BBD&O, Batten, Barton, Durston, and Osborne, (laughter) that took on the Republican campaign. I think it was for the Nixon campaign. The amount of money they started to spend on the campaign became science fiction. That was the beginning of what we have now. [...] So, that's where it came from, the idea that instead of dealing with the issues, you're just dealing with the candidate as a product "Sell us a president. Agency Man."

A gay smiling nothing we know never craps

And the Barry Sadler Band!

FZ, interviewed by Michael Vosse, TeenSet, January, 1967

What do you think of Barry Sadler?

I think he has a great future in real estate, and I'm sure that even Gary Lewis would agree. Maybe Barry McGuire wouldn't agree, no maybe he would. The person who really might disagree is Sargent Shriver.

"I Will Follow Him"

Tan Mitsugu, January 28, 2011

I just happened to hear Little Peggy March's "I Will Follow Him".

To me, it seems that this intro is quoted in "Agency Man (Studio Version)".


30. Skweezit Skweezit Skweezit

G. Whillikens, liner notes, Mystery Disc (1999)

The MYSTERY DISC #2 says this is from The Ballroom in Hartford, Connecticut. No other information for this track is given. However, this was likely recorded at the same time, February 1969, as The Ballroom tracks which appear on YOU CAN'T DO THAT ON STAGE ANYMORE VOL. 1. [...] In the YCDTOSA Vol. 1 booklet The Ballroom may actually have been moved to Stratford, Connecticut.


31. The Story Of Willie The Pimp

The Old Masters Box Two (1986) liner notes by FZ

THE STORY OF WILLIE THE PIMP with Annie Zannas & Cynthia Dobson, NYC, 1972

FZ, "Groupies As People," High Times, February, 1983

The following is a transcription of a taped interview with three young ladies from New York City. It was recorded in 1969.


Zappa: Who is Willie the Pimp?

Annie: He's my stepfather and he tripped over my little brother's bike and he broke his arm way before the summer, right? So he had his arm broken, and the first few weeks was like, "Huh, huh, huh, I broke my arm." But now, it's insane, because he had it on for well over a month and a half, and it's like he's realizing that he's getting old now, because he's helpless, like he had one less arm, and now he's going completely insane. Yells about everything, goes b-e-r-serk for the littlest thing—like if Petie didn't buy him milk one morning, he beat the hell out of Petie.

Jenell: He's also jealous because your brothers have youth and he doesn't.

Annie: Yeah. It's the jealousy thing. It all has to do with his childhood and how he was brought up, to want to take the things out on us. But he's raging berserkly now. My mother says, "The man's crazy, keep away from him. Look at his arm, he's helpless, he realizes he's getting old, keep away from him," but how could I ignore someone saying, "Son-of-a-bitch, he did this one, he did that one—"

I told him that I did something and that I was happy for doing it: "I'm happy now, I don't care what you think." "You're happy? I'm more happy than anyone," he says. Meanwhile, he's sitting there completely miserable, telling me that he's more happy than the whole house put together, he has more intelligence than the whole house put together and he's sitting there, "You son-of-a-bitch, you're a schmuck and you're a schmuck" and nothing nice about people 'cause all people are shitty to him. I try to explain to him that they're not, you know, it's just how you take it.

Zappa: Why do you call him Willie the Pimp?

Annie: This perverted hotel in Coney Island, the Lido Hotel: We made up this story about my mother calling up Willie telling him where a woman whose body shapes are twenty-eight, twenty-five, forty or some bizarre shape, blond hair and all decked out insanely and told him to meet us in front of the Lido Hotel. We'll see him like casually be at the house at this certain time and we'll know that he's leaving to meet this woman that's not going to be there. Then we'll have my mother walk by and see how she's going to take it, right? Like "What are you doing here, you've got to get away." How's he going to tell my mother that he's going to meet this broad? So we made him a pimp. Then he got to pimp my mother off and then he tried to pimp us off.


32. Black Beauty

The Old Masters Box Two (1986) liner notes by FZ

BLACK BEAUTY from Thee Image, Miami, 1968

"Black Beauty" vs. "Underground Freak-Out Music" (and "Black Tongue")

"Black Beauty" Mystery Disc (1986) "Underground Freak-Out Music" YCDTOSA 5 (1992) "Black Tongue" Gene Simmons, ***hole (2004)
0:00-2:33 0:05-2:39  
2:38-3:24 2:39-3:24  
5:21-5:22 3:24-3:26  


33. Chucha

G. Whillikens, Mystery Disc (1999) liner notes

From Criteria Studios, Miami, Florida, 1968. No other information is provided on the MYSTERY DISC #2 sleeve. It seems most likely, however, that this was recorded during sessions which actually occurred in 1969.


34. Mothers At KPFK

Roy and Jim have a special kind of form of communication . . . To illustrate this point we'll now have a conversation between Roy and Jim as if it was happening in the back seat of a car in San Francisco.

Jimmy Carl Black, For Mother's Sake, 2013, p. 45

Roy and I used to get home [from Hollywood to Santa Ana] at about 6 o'clock in the morning. That silly talking started between me and Roy during all that driving—he was 'speeding' all the time and so was I!



35. Harmonica Fun

Play the harmonica . . .



Research, compilation and maintenance by Román García Albertos
This page updated: 2020-02-25