Sleep Dirt


Hot Rats III

Michael Davis, "Record Review Interview: Frank Zappa," Record Review, April 1979

Warner Bros. just sent me a test pressing of something called Sleep Dirt, most of which is instrumental stuff from Läther.

I might point out that that's not the name of the album. That's just a further violation of the original contract. They don't have the right to resequence, repackage or retitle anything that I delivered to them. The original title of that album, as delivered to them, was Hot Rats III. I presume that that's just another snide attempt to undermine the merchandising of it. If you saw an album sitting in the rack with the title Sleep Dirt on it, you probably wouldn't be too intrigued by it. Based on the job that they did on the cover of Studio Tan, they made it as unappealing as possible.



FZ, interviewed by Den Simms & Rob Samler, Society Pages, June, 1991

DS: Do you remember when the recording sessions when [Thana Harris] did those vocals occurred? It's something that strikes me as being mid-seventies, like around the time of STUDIO TAN . . . or was it later at the time of THEM OR US?

FZ: The [SLEEP DIRT] masters existed as tracks, and she was brought in to overdub on those tracks after we got the first digital machine. '83? . . .

DS: '83. Around the THEM OR US time.

FZ: Yeah.

DS: I noticed that there certainly was a connection between Hunchentoot and that group of songs, and I guess you had done some of those initial recordings around the time of those SLEEP DIRT, STUDIO TAN sessions . . .

FZ: Yeah. See, I wrote Hunchentoot when I was in the wheelchair in '72

DS: Right.

FZ: . . . and then some of the first attempts to play the tunes were done with that '73-'74 band. The tracks were cut at . . . uh . . . that place up in Colorado, Jim Guercio's studio . . .

DS: Caribou.

FZ: Yeah. We did the tracks at Caribou.

DS: And then, l noticed that on THEM OR US, there's the song Planet Of My Dreams, which I knew was part of Hunchentoot.

FZ: Yeah. That's one of the Caribou tracks with a digital drum overdub. In fact, all these things that are gonna be released with vocals on them have the digital drum overdub.


The Cover Art

Sleep Dirt

Kjell Knudde, August 2, 2015

Godzilla vs. Hedorah

The monster referenced by Gary Panter on the cover of “Sleep Dirt” [is] Hedorah from the 1971 Toho film Godzilla vs. the Smog Monster.



1. Filthy Habits

Different edits

Thanks to Charles Ulrich & Tan Mitsugu.

UME CD (2012) Rykodisc CD (1991) Läther (UME, 2012)
0:00-2:59 0:00-2:59 0:00-2:59
2:59-3:07 2:59-3:07  
3:07-4:48 3:07-4:49 2:59-4:40
4:48-6:03 4:49-6:04  
6:03-7:25 6:04-7:25 4:40-6:02
7:25-7:33 7:25-7:33  


2. Flambay

Different edits

UME CD (2012) Rykodisc CD (1991) Läther (UME, 2012)
0:00-1:15 0:00-1:16 0:00-1:15
1:15-4:16 1:16-4:19  
4:16-4:48 4:19-4:51 1:15-1:47
4:48-4:52 4:51-4:54  


3. Spider Of Destiny

Different edits

UME CD (2012) 1984 Demo Rykodisc CD (1991) Läther (UME, 2012)
0:00-0:08 4:58-5:06 (Flambay)    
0:08-2:13 0:00-2:06 0:00-2:05 0:00-2:04
2:13-2:34 2:06-2:27    
2:34-2:48 2:27-2:42 2:05-2:20 2:04-2:19
  2:42-2:47 2:20-2:25  
2:48-2:54 2:47-... 2:25-(2:31) 2:19-2:24
2:54-2:55 ...-... (2:31)-(2:32)  
2:55-2:56 ...-... (2:32)-2:33 2:24-2:25
2:56-3:01 ...-2:59   2:26-2:31


4. Regyptian Strut

(No) different edits

UME CD (2012) Rykodisc CD (1991) Läther (UME, 2012)
0:00-4:13 0:00-4:13 0:24-4:36


5. Time Is Money

(No) different edits

UME CD (2012) Rykodisc CD (1991) Läther (Rykodisc, 1996)
0:00-2:52 0:00-2:49 0:00-2:52


6. Sleep Dirt

The Guitar World According To Frank Zappa (1987) liner notes by FZ

December 1974 recorded at Caribou Studios, Colorado
originally released without permission by Warner Brothers on the album "SLEEP DIRT."
engineer, Kerry McNab
original recording medium: 24-track analog tape
musicians: Frank Zappa, acoustic lead / Bird-Legs Youmans, acoustic rhythm guitar: Martin steel string acoustic with classic-width neck

"SLEEP DIRT" was one of several disputed releases involved in the infamous Warner Brothers/Cohen Brothers law suit. The retail copies that eventually reached the marketplace were distinguished by unattractive covers, miserable disc mastering and non-existent promotion. Consequently, few fans have heard this cut. I seldom play acoustic guitar, and this performance (the only complete take from the session) is a rare example of a performance in this setting. The tune itself was composed in a hotel room in Stockholm, Sweden, sometime in November, 1971, as a result of borrowing the Martin guitar (owned then by Mark Volman) and experimenting on a day off during the tour. I eventually traded Mark a Telecaster for the Martin. It now sits unused in a dark corner of the studio.

FZ, interviewed by Don Menn, "The Mother Of All Interviews, Part 1," Zappa!, 1992, p. 43

You once said you never got a good studio solo. Do you even try studio solos anymore?

No. I'll make one exception. I think that maybe "Sleep Dirt," for all its imperfections, is a pretty nice little solo.


Sleep Dirt (Universal, 2012) TGWATFZ (1987)
0:03-3:20 0:00-3:15


7. The Ocean Is The Ultimate Solution

Different edits

UME CD (2012) Rykodisc CD (1991) Läther (UME, 2012)
00:00-04:42 00:00-04:43  
04:42-07:29 04:43-07:30 0:00-2:47
07:29-07:32 07:30-07:33  
07:32-13:19 07:33-13:20 2:47-5:32
Patrick O'Hearn interviewed by Robert L. Doeschuk, Keyboardist, April, 1994

I got the gig with Zappa as a result of my friendship with Terry Bozzio, his drummer at the time. Frank had just let everybody in his band go, except for Terry, and he was looking to start again. I was in Los Angeles, playing a jazz gig with Joe Henderson. Terry asked if I wanted to stop by the old Record Plant on Third Street after the gig and listen to some things they had recorded. I said, "Sure." I stopped by at about 2:30 in the morning. Not being one to leave my upright bass in the car, I carted it into the studio. Frank, upon seeing me with this bass, remarked, "Do you play that dog house, fella?" I said, "Sure do." Then, without even a formal introduction, he said, "Well, how would you like to put some acoustic bass on this track?" I said, "Let's do it." So the engineer strung up a couple of microphones, I did finally shake Frank's hand, then I went out into the studio. He rolled the tape, and I played. The cut was finally released as "The Ocean Is The Ultimate Solution," on an album called Naval Aviation.

Frank seemed to like what I played. He asked if I played electric bass. I said, "Sure." He then gave me a cassette of a piece he and Terry were working on. It was typical of Frank: From a variety of live performances, he had assembled a rhythm track of Terry's drumming at different tempos. He was an absolute master of two-track splicing, a wizard with a razor blade, before he got his Synclavier. It was an interesting piece, with all sorts of rhythm and tempo changes. He said, "See what you can do with this tomorrow night."

So, being a huge fan of Frank's, I stayed up all night and designed a road map of this piece, which hunted and skipped all over the place, with wild meter changes. Then, the next night, I came back in from the gig with Joe and slapped on the electric bass part. He came into the control room after I played down a pass, and he said, "Well, would you like a job?" I said, "Sure." He stuck out his hand and said, "You've got a job."

Terry Bozzio, interviewed by Andrew Greenaway, The Idiot Bastard, September 29, 1992

Actually what happened was me and Dave Parlato and Frank jammed at the Record Plant for about 35 minutes—filled up two reels of tape. And Zappa, out of all that material, edited it down to about 13 minutes. And he played it on a real interesting Fender 12-string that had a Barcus Berry in the neck. He had the bottom strings turned to Major 7ths . . . I think he had every string tuned to a different interval, so it was like a Major 7th then a Minor 7th. The next ones were, you know, a tri-tone Major 3rd and a Minor 3rd. And he had the low strings panned left, and the high strings panned right, and the Barcus Berry panned centre; he had this glass-shattering 12-string sound, it was really unique. So we just jammed. And then he . . . Patrick was playing with Joe Henderson at the Lighthouse and I went to see him play one night. He was staying at my house. I brought him home. And he had this big bass in the car. He didn't want to leave it in the car, so he brought it inside. And that was how Patrick auditioned for Frank. You know, Frank said, "You play that thing?" Patrick said "Yeah!" He goes "Whip it out" And he put him in the studio. Patrick had already played a gig at 2 or 3 in the morning and he had to play 'The Ocean Is The Ultimate Solution' as sort of an audition. So he got the gig, and played great bass through it. And Frank put an electric guitar solo on there. It was fun.

Terry Bozzio, "Studio Tan,", c. 2002

This track was recorded in the same studio I first heard Gregory Peccary in at the Record Plant in Hollywood. Frank had been experimenting with mic's and recording techniques etc. as was his want to do.

He came up with an incredible alternative tuning for his Fender 12 string, and an inventive process for recording it. [...] This guitar had low string and high string discreet stereo outputs which Frank panned left and right. It also had a Barcus Berry pickup buried in the neck at the head stock, which he panned center.

The tuning was so that the low three strings were tuned to the intervals of M7-M7-m7, and the high strings to a tritone-M3 &m3!! So every note or chord he played was an incredibly complex and atonal harmonic event!!!

Couple this with the innovative panning and the result was this wonderful "glass shattering" guitar sound that was completely unique and to my knowledge has never been duplicated since!

So he called bassist Dave Parlatto (from Orchestral Favorites) and myself into the studio to jam. At this point I was playing my own black, double bass, 5 tom Gretch kit [...]. Anyway, we played an inspired jam that went all over the place musically and lasted 45 minutes!

Frank edited it down to 15 mins. or so (whatever it is on the record now) and used only the best sections. (But I remember some absoutely burning sections were not used-maybe someday they'll release the original in it's entirety ).

Sometime soon after that my best friend, Pat O'Hearn came down to L.A. to play a week at the "Light House" in Hermosa Beach with legendary jazz saxophonist Dexter Gordon [...].

Pat played the first nights show while I was in the studio working with Frank, so I told him to come by the Record Plant after and meet Frank and listen to what we were doing.

Pat had his big accoustic bass in the car and he didn't want it stolen so we took it inside.

Frank, upon seeing Pat walk into the studio with an accoustic bass, excitedly asked "Do you play that thing?!". Pat nodded "yes", and Frank said "Whip it out!!"

He had been overdubbing some lead guitar on the edited version and wanted Pat to try some accoustic bass on it. Engineers leaped into action putting up several of the best mic's they had as Pat pulled up a stool, slid the 17th century Itallian bass from its soft case and adjusted his headphones. When all was ready they played the track and pressed the red record button and my friend and favorite bass player literally tore it up!! Frank totally loved it and immediately they were overdubbing a section at a time (with Zappa directing tonal centers) and laying down the most gorgeous bass tones and burning playing that really made the piece come alive!

Then Zappa stopped him and said he thought electric bass would be better in the up coming sections, and wanted to know if Pat played electric bass. In a minute he pulled the electric bass (which he really didn't specialize in at that time) from the trunk of the car and proceeded to tear through the rest of the piece! It was probably sunrise when we finished and Frank knew Pat had already played 3 sets with Dexter, so he asked him to come in again tomorrow night and do some more.

Patrick O'Hearn, interviewed by Andrew Greenaway, The Idiot Bastard, February 5, 2018

I was on tour with saxophonist Joe Henderson. We were playing a week of dates at a club in Los Angeles. Terry invited me to drop by the studio where he and Frank were working—they'd start around 6 p.m. and go 'til around 6 a.m.

So, one night I dropped by after the last set with Joe. I had my upright bass with me, it was the middle of the night and I didn't want to leave it in my car parked on the street. So I hauled it into the studio's foyer, looking for a place to stash it, and it just so happened that Terry and Frank were standing there on a break having a coffee.

Terry introduced me to Frank and within a few minutes Frank asked me if I would be willing to play some upright bass on a track that they were currently working on. I enthusiastically agreed and was ushered into the studio, whereby the engineer begin setting up mics and getting a sound.

In no time at all, the tape was rolling and I was improvising to a very interesting track: tempo changes; key and time signature changes; unusual transitions. It was unlike music I'd played before and it was pretty damn fun!

Frank seemed satisfied with the results and asked me if I played electric bass guitar. I told him I did but that I didn't have my electric with me. He asked me to come back the following night after I was through at the club and lay in some bass guitar. I asked him if I might have a cassette of the track. One was made and I stayed up the rest of the night and well into the day making a chart and trying to learn the piece.

I returned the following night and we recorded the electric bass guitar. Frank and Terry came out of the control room and approached me in the studio. Frank asked me, "Do you need a job?"—my tour with Joe was ending and I had nothing else lined up. I said, "Yes, I do." Frank extended a handshake and said, "Congratulations, you're hired—effective immediately."

It was good fortune, and a great opportunity.


If I did replace any of Dave Parlato's bass work, I was never made aware of it.

Terry Bozzio, liner notes, Orchestral Favorites 40th Anniversary (2019)

On another of these 3 albums, so carelessly released, was one of my favorite tracks, "The Ocean Is The Ultimate Solution." He tuned a Fender 12-string to a major 7th, a minor 7th, a major 6th, a tritone, major and minor 3rds from the low to high double strings! Then panned the low strings Left and the high strings Right and used a Barcus Berry contact pickup buried in the neck panned to the center! The result was a glass shattering stereo sound that blew me away! And any note he played was an interval—so 2 note or 3 note typical chords became the coolest atonal effects I had ever heard. We jammed with excitement for over 45 minutes on that track before he edited it down to a sensible length to fit on one side of a record. Then he used a technique of putting a little "Pignose" practice amp inside a tubular, cigarette ash can, at the end of a hallway with some 20 odd pair of mics set in positions a few feet apart down the length of the hallway to create the lead guitar sound he overdubbed on it with.

Tan Mitsugu, June 26-28, 2019

After posting the last update on the tuning to the Zappateers thread, I got a second-hand electric 12-string guitar to see if my hypothesis is appropriate. Now I managed to transcribe the first five minutes or so (0:12-5:40) with the tuning, and the result seems to be promising, IMHO.

Here's the transcription:

For the time being, the hypothetical tuning (rev. 3) is:
C3-F2, E3-A2, Bb2-D3, Eb3-G3, G3-Bb3, C4-F4

1: F
2: C (4th below from 1)
3: Bb
4: G (Minor 3rd below from 3)
5: G
6: Eb (Major 3rd below from 5)
7: D
8: Bb (Major 3rd below from 7)
9: A
10: E (5th above from 9)
11: F
12: C (5th above from 11)



Research, compilation and maintenance by Román García Albertos
Original provocation by Vladimir Sovetov
This page updated: 2020-02-12