The Lost Episodes

The Original Project

Pete Howard, "Frank Zappa Discusses Upcoming CD Projects," ICE #42, September, 1990

Also being compiled is The Lost Episodes, comprised of studio outtake material daring back to 1969. "There's a thing I did with Captain Beefheart here at the house, a little jam session in the basement, called 'Alley Cat,'" Zappa says. "There's also the original version of 'Redunzl' with George Duke and Jean-Luc Ponty, and a bunch of stuff with Sugarcane Harris like the original version of 'Sharleena' which was ten minutes long, with a fabulous blues violin solo. I also have the original demos we presented to United Artists to get the 200 Motels deal. There's probably enough for two or three CDs of really interesting material. I've built three versions of it, but I haven't settled on which one to put out yet."

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

[The Lost Episodes is] done. The first volume of it is done, except all I have to do now is put together a timing sheet on it and get a cover made for it. That's gonna be a single CD, and we'll see how it sells, and if it moves, I'll probably put out another volume.

Joe Travers, interviewed by Howie Kittelson, Conceptual Continuity With HowieZowie, July 28, 2016

The Lost Episodes one time was kind of worked into a three volume project. And since Frank brought The Lost Episodes down to one disc, then there was a bunch of leftovers [...]. We do have the ability to do another Lost Episodes volume from those leftovers, but Gail was basically using a lot of stuff from that for other projects, or at least wanted me to.


The Cover Art

Liner notes by Rip Rense, 1996

"I just got very excited that I can do a Frank Zappa cover!" said Csupo. "I asked Frank if he had any specific idea for it, and he said 'absolutely not—do what you like.' So I gave him three different designs, done on my Macintosh computer. The first one was the big face [Zappa's]—with the big moustache staring into the camera. The next one was kind of expermiental half computer graphic—kind of a green half-negative of Frank playing guitar. And the third one was a very cartoony, claustrophobic drawing there he is sort of lost in his basement where he piled up all his tapes. King of tearing his hair out."

Csupo presented all three to Zappa one afternoon in 1993, when the composer was working quietly at his Synclavier, "tweezing" passages of Civilization Phaze III. FZ swiveled his chair sideways, smiled at the three pieces of art through rather professorial black-rimmed glasses, and instantly pointed at the very cartoony, claustrophobic, lost-in-the-basement version.

"That's the one," he said.

Gabor Csupo, HUH Magazine, July, 1995

I left Europe to follow a young American lady I met in Stockholm; her name was Arlene Klasky, and she lived in Los Angeles. [...] When I arrived in LA I wrote letters to my friends back in Europe that now I was finally living in the same city as Frank Zappa. Arlene and I started a small animation company called Klasky-Csupo Inc. The studio became very successful, and we started to animate The Simpsons. Matt Groening, the creator, and I were talking about our love for Frank Zappa's music and we both fantasized how great it would be if we could get Frank to do the scoring. We couldn't convince the producers of the show, and they went with Danny Elfman instead. After The Simpsons got on the air, our talent agency informed us that one of their clients, Frank Zappa, was a really big fan of the show. I told the agent that we were at least as much fans of his music, and if Frank would like to meet with us and visit the studio we would be honored.

A few hours later, Frank Zappa with his whole family arrived at my office in Hollywood. My heart was pounding so hard, like one of his drum solos. I told him about my admiration for his work, and after he shook hands with over a hundred artists in the studio, he invited me up to his house. I knew he was living somewhere up in the Hollywood Hills, but I did not realize until he give me his address that he lived only a few blocks away from my house. Not only did I live In the same city as Frank Zappa, but almost on the same street, two minutes away. Pretty spooky, isn't it? So our friendship began. [...] My dream came true when Frank agreed to supply music to our new animated show, Duckman. Me and Frank Zappa on the some project! We even convinced his son Dweezel to be one of the voices on the show. Frank also made me very happy when he asked me to design an album cover for his Lost Episodes CD. It's still not out yet, and it won't be in the stores until early '96 as a Rykodisc release.

Ruth O'Neill, "Gabor Csupo: An idiosyncratic view of the beautiful,", May 13, 2005

"He laughed when he saw it and asked 'Do I really have eyes like that?'," Csupo remembers. "I said, 'No . . . but the nose is right.'"


1. The Blackouts

Liner notes by Rip Rense, 1996

Date: 1958 or '59
Location: Best guess comes from James "Motorhead" Sherwood, who [...] has a vague memory of FZ recording this "in a garage off an alley—not his home."
Musicians:* WAYNE LYLES (vocal); TERRY WIMBERLY (piano); ELWOOD JR. MADEO (guitar); FZ (drums)

[...] Here, members of The Blackouts [...] briefly discuss recent participation in an NAACP benefit concert starring Earl Bostic and Louis Armstrong at the Shrine Auditorium in downtown Los Angeles, sometime in 1958 or '59. [...]

* It should be noted that Elwood Jr. Madeo was mentioned in The Real Frank Zappa Book as the leader of The Ramblers—not The Blackouts [...]. It can only be assumed that Madeo's inclusion is either an error by FZ, or that this is yet another version of The Blackouts.

I'd just like to tell you about a little incident at Shrine Auditorium. [...] Louis Armstrong and his boys were gonna be there, an' the Titans, and the Velvetones, and the Blackouts.

Charles Ulrich, August 15, 2014

Madeo confirmed that he played with The Blackouts, driving up from San Diego to Lancaster. But he didn't remember the other members of the band, let alone what instrument Carter Franklin played. He did remember Don Vliet hanging around. He didn't recognize the voices on the Lost Episodes track.

Johnny Franklin, quoted by John French, Beefheart: Through The Eyes Of Magic, 2010, p. 43

We did a show at the Shrine Exposition Hall years ago, Louis Armstrong was there. Dorothy Dandridge's mother had a band called The Titans, I believe. It was a calypso group. One of the LA DJs—I think his name was Joe Adams, was there. He went on to be pretty big in the radio world . . .

There's a group picture that they took there. I know everybody in there, 'cept there's one or two faces I just can't—one face I just can't place. But some of them have different names on them. Even Sonny [Freddy Lewis, guitar player] my cousin—he's in there, Carter my brother. I could just about name 'em all, there was Wayne [Lyles], there was Charles [Reid], there was Junior Madeo . . .

[...] Ernie Thomas, he was a trumpet player. Hmm, I think I just about named them all. Of course, there was Frank. Frank was our drummer.

Charles Ulrich, June 25, 2010

Dorothy Dandridge's mother was Ruby Dandridge, an actress who was heard on the Amos & Andy and Judy Canova radio shows. I found a song Rhythmanian Boogie by Ruby Dandridge & Her Rhythmanians, but I haven't been able to confirm her involvement with The Titans.

Charles Ulrich, May 27, 2016

The Titans weren't really a calypso group. They were a doo-wop group that recorded several singles on the Vita and Specialty labels in 1957 and 1958 (and other labels in 1959 and 1960).

The did record one calypso song (with "calypso" in the title even) and appeared in a movie that was nominally about calypso (also with "calypso" in the title), although footage of them performing their calypso song ended up on the cutting room floor.

Marv Goldberg's article on The Titans makes no mention of Ruby Dandridge.

The Velvetones think they're Lawrence Welk.

Interview with Lowell George, ABC FM, Australia, c. 1978

ABC: Do you still stick to your description of Zappa as the Lawrence Welk of Rock and Roll?

Lowell: That's only in terms of the business arrangements that are involved around the band. Musically he's far and away—exceeds all limits in terms of . . . I would say he's the Lawrence of Zany Rock and Roll in terms of the way the band's organized.

Charles Ulrich,, March 9, 2013

Three musicians who played with both Lawrence Welk and FZ:

Neil LeVang. Played guitar with 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).

Harry Hyams. Played viola with Welk, 1961-1982. Played on Lumpy Gravy.

Paul Humphrey. Played drums with Welk, 1976-1982. Played on Hot Rats (Son Of Mr. Green Genes and Gumbo Variations).

Also, Charlie Parlato played trumpet with Welk, 1962-?, and his son Dave Parlato played bass with FZ (both 1972 tours, Orchestral Favorites, Zoot Allures, Sleep Dirt).

Pat Buzby,, March 9, 2013

Violinist Jimmy Getzoff also belongs on the list (Lumpy Gravy).

Looks like they misspelled his last name Getzhoff on the Welk website I found.

Charles Ulrich,, October 11, 2013

And, but, also: Del Casher.



2. Lost In A Whirlpool

Liner notes by Rip Rense, 1996

Words: Don Van Vliet; Music: FZ
Date: 1958 or '59
Location: Lancaster, Calif.
Musicians: DON VAN VLIET (vocals); BOBBY ZAPPA (rhythm guitar); FZ (lead guitar)
Fine quality audio by Webcor

Also dating from 1958 or '59, this spectacular item, according to FZ, probably marks the recorded blues-singing debut of the teenaged, yet-to-be-christened Captain Beefheart, Don Van Vliet. It was taped in an empty classroom at Antelope Valley Jr. College in Lancaster, California, with FZ on lead guitar (an instrument with which he had been acquainted for only about six months), and Frank's former guitar teacher, brother Bobby, on rhythm guitar. (Bobby, FZ noted, later abandoned music and entered the Marines "in order to not be anything like his brother.") It was recorded on an old Webcor reel-to-reel that, FZ fondly remembered, "just happened to be sitting there waiting to be plundered—maroon, with the green blinking eye." The tale of a lover spurned in rather surreal fashion, "Whirlpool's" lyrics were improvised by Vliet, who begins with an arresting parody of a (female?) blues singer. After a few lines, the essential vocal personality of incipient Beefheart becomes apparent. Listeners with an ear for metaphor and a penchant for "interpreting" lyrics might be advised not to burrow too deeply here. The whirlpool in question is one that is commonly found, and regularly employed, in modern households. Said Vliet: "Frank and I had a good time. We were just fooling around."

Den Simms, Eric Buxton & Rob Samler, "They're Doing The Interview Of The Century," Society Pages, June, 1990

Den Simms: What are the origins of that? Was it a demo tape or something?

FZ: No, it was the very first . . . it's the earliest tape that I have a copy of, from when I first started taping stuff.

Den Simms: From the Cucamonga period?

FZ: No, that was 1957!

Den Simms: Really? That's the date on that?

FZ: That's right, and "Lost in a Whirlpool" was taped on one of those tape recorders that you have in a school in the audio/visual department. We went into this room, this empty room at the junior college in Lancaster, after school, and got this tape recorder, and just turned it on. The guitars are me and my brother and the vocal is Don Vliet.

Eric Buxton: Reel-to-reel?

FZ: Reel-to-reel. 1957.

Eric Buxton: And you composed the, uh . . . you wrote the words?

FZ: Well, the story of "Lost in a Whirlpool" goes back even farther. When I was in high school in San Diego in '55, there was a guy who grew up to be a sports writer named Larry Littlefield. He, and another guy named Jeff Harris, and I used to hang out, and we used to make up stories, little skits and stuff, you know, dumb little teenage things. One of the plots that we cooked up was about a person who was skindiving—San Diego's a surfer kind of an area—skindiving in the San Diego sewer system, and talking about encountering brown, blind fish. It was kind of like the Cousteau expedition of its era. So, when I moved to Lancaster from San Diego, I had discussed this scenario with Vliet, and that's where the lyrics come from. It's like a musical manifestation of this other skindiving scenario.

Pour some Drano down,
And get the plunger right after me

"Drano," Wikipedia, October 14, 2010

Drano is a drain cleaner product manufactured by S. C. Johnson & Son.


3. Ronnie Sings?

Liner notes by Rip Rense, 1996

Ronnie's distinctive vocal prowess, captured here in a living room in Ontario circa 1961-62, also later figured into the 1962 Zappa recording, "How's Your Bird?" (credited to eventual MOI Ray Collins' group, Baby Ray and the Ferns), a fragment following "Let's Make the Water Turn Black" on We're Only In It For The Money, and the chorus of Lumpy Gravy in 1967. Presented here in resplendent glory, Ronnie's vocal perhaps suggests the essence of the young empiricists' joie de vivre.

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

This recording was made about ten years ago when he was sitting in my living room trying to explain to me some of the things he did for recreation.

Other appearances

"Ronnie Sings?" TLE (1996) "Let's Make The Water Turn Black" WOIIFTM (1968; Rykodisc 1995) "Lumpy Gravy Part Two" Lumpy Gravy (1968) "Dense Slight" TLMPO (2009)
0:24-0:25   0:00-0:00  
0:25-0:25   0:00-0:00  
0:31-0:32     0:22-0:23
0:41-0:45 1:57-2:01 (reversed)    
0:50-0:50     0:54-0:55


4. Kenny's Booger Story

Liner notes by Rip Rense, 1996

Here is Kenny's remembrance of an experiment undertaken by Ronnie and pal Dwight Bement (later tenor sax player for Gary Puckett and the Union Gap), with guitar accompaniment by FZ. The experiment, which involved the pair smearing the bounty of their nasal passages on a single window over a period of seven months (perhaps to determine if dried mucous could block light?), later attained mythical proportion in the line "Ronnie saves his numies on a window in his room/(a marvel to be seen: dysentery green . . . )" from "Let's Make The Water Turn Black." The enterprise arguably merited artistic consideration as well, at least in an abstract sense. The "canvas," after all, ultimately acquired what FZ described as a "frosting," with chance arrangements of darker, solid sinus matter, suggesting whatever one's id might detect. To paraphrase Victor Coussin's famous remark from his 1818 lecture at the Sorbone ("L'art pour l'art"—"Art for art's sake"), one might say of this undertaking, "La snot pour la snot." Kenny finally admits to having possibly contributed to the project in some small way.


5. Ronnie's Booger Story

Liner notes by Rip Rense, 1996

Ronnie's less apologetic, more blunt recounting of the same events.* We learn that the work was ignobly destroyed with the aid of a putty knife, under orders from the Williams boys' mother.

*After having no contact with Frank for many years, Ronnie reportedly showed up in the front row of a 1975 MOI concert in Pomona, California, yelling, "Do the song about the boogers," and was subsequently invited on stage as a special guest.


6. Mount St. Mary's Concert Excerpt

Liner notes by Rip Rense, 1996

This music, as FZ told Don Menn in the 1992 "Zappa!" tribute magazine (published by Keyboard and Guitar Player magazines) is part of the very first Zappa-led performance of the composer's so-called "serious," or orchestral music. It took place in 1963 at, of all pastoral places, lovely Mount St. Mary's College, a private Catholic institution perched in the lush Santa Monica Mountains above West Los Angeles. Zappa spent $300 from his own pocket, organized a "college orchestra," and "put on this little concert." It was taped and broadcast by Los Angeles public radio station KPFK, but FZ did not hear the tape until 1991, after a fan in England mailed him a cassette. Although the concert was much longer than this fragment, this excerpt of what FZ described as "oddball, textured weirdo stuff" is still a minor treasure. [...] The program included a piece called "Opus 5," aleatoric works that required some improvisation, a piece for orchestra and taped electronic music, with accompanying visuals in the form of FZ's own experimental 8mm films (Motorhead Sherwood described one such film depicting the Los Angeles County Fair carnival, double exposed with passing telephone poles).

The Edits

Carlos Hagen's KPFK Broadcast (1974) WATMATIWWSL The Lost Episodes (1996)
01:53-02:04   00:00-00:11
03:21-04:34 00:00-01:13  
05:57-06:02 01:13-01:19  
06:02-07:05 01:19-02:22 00:11-01:13
13:22-14:09 02:22-03:10 01:13-02:00
14:12-14:17 03:10-03:15 02:00-02:05
14:42-14:54 03:15-03:27 02:05-02:17
  03:27-03:40 02:17-02:28


7. Take Your Clothes Off When You Dance

Liner notes by Rip Rense, 1996

7. Take Your Clothes Off When You Dance
Music: FZ
Date: 1961
Location: Studio Z, Cucamonga, Calif.
Engineer: Paul Buff
Musicians: CHUCK GROVE (drums); CARONGA WARD (bass);
TONY RODRIGUEZ (alto sax); CHUCK FOSTER (trumpet);
DANNY HELFERIN (piano); FZ (guitar)

[...] "[FZ] just came in one day in 1960, when he was around 20, as a person who wanted to record some jazz," [Paul] Buff remembered. "He had some musicians, and wanted to rent a studio. Probably for the first year or so I was associated with him was doing a combination of recording jazz, producing some jazz records, and was also writing some symphonic material for a local orchestra that was supposed to record some of it. [Possibly the 1960 soundtrack for The World's Greatest Sinner, recorded by a pick-up orchestra.] he was very jazz-oriented . . . He played clubs, and played all the jazz standards . . . He did a lot of original compositions, and he'd play things like 'Satin Doll' for a few dollars and a few beers."

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

In January 1961 Chuck got out of the service and was in Los Angeles, and he received a call from someone associated with Frank Zappa to do a recording session. This turned out to be for "Take Your Clothes Off When You Dance." He can only remember recording this one track at the Pal Studio session, but he said that they rehearsed tunes for a couple of weeks—"It was real loose, we had a lot of laughs, a very relaxed atmosphere." Interestingly, Chuck also said, "Oh yes, Frank always liked jazz—he was always a fan."

Of the other musicians on the session, Chuck was only acquainted with the alto sax player, whose name was Tony Rodriquenz, not Rodriguez as stated on the Lost Episodes CD. "He was a monster—sounded like Cannonball Adderley," said Chuck, "But he gravitated away from music and became a teacher (not music) and played at weekends." Sadly, Tony Rodriquenz died as a result of cancer in 2007. Chuck also believes that the name of the drummer on the session was Chuck Glave, not Chuck Grove, again as stated on the Lost Episodes CD.

Geoff Wills, February, 2008 (quoted on United Mutations)

Chuck Foster remembers Chuck Glave as playing drums on Frank Zappa's 1961 version of Take Your Clothes Off When You Dance. I recently spoke on the 'phone with Chuck Glave, and he did not remember being on the recording, but he said that he played a number of gigs with Zappa in the early 1960s. He remembered playing at Zappa's father's restaurant, when Zappa was trying to play jazz on vibraphone (this was probably 1963), and also doing some rock gigs with Zappa as well. He said that Zappa was definitely a jazz fan at this time.

Dr. William "Rocky" Rodriquenz, May 11, 2010

My cousin Anthony [Rodriquenz] was from our common hometown, Leominster, Massachusetts. My father named Willie (Tony's uncle) was a great saxophone player in New England in the 40's and 50's and played with Tony Bennett in Europe while in the military after WWII. Tony admired my Dad and became a saxophone player also, moving to California after being in the military in the early 1960's. Both learned to play the saxophone under the tutelage of an old school music teacher from Leominster named Mr. Sutcliffe, who hung around long enough to teach me the instrument though I never took it as seriously as my Dad or my cousin Tony. Tony lived in Fountain Valley, CA as did his parents until their deaths in the 1980's. He was a quiet, first rate musician who never talked much about himself or his life, but lived for his music. I still discover more about his musical connections yearly as memories of his musical interactions keep surfacing occasionally on the web as with this website. My Dad passed away a few years ago and nothing remains but the memories of their music.

Greg Russo in the liner notes of Paul Buff Presents The Pal And Original Sound Studio Archives: The Collection (2011)

The January 1961 Pal Studio Band version of Frank Zappa's "Never On Sunday" (later: "Take Your Clothes Off When You Dance") is up next.


8. Tiger Roach

Liner notes by Rip Rense, 1996

Date: 1962 or '63*
Location: Studio Z, Cucamonga, Calif. [...]
Musicians: DON VAN VLIET (vocals); FZ (guitar); JANSCHI (bass); VIC MORTENSON (drums)

[...] Said Frank: "The way that was done was a proto five-track machine mixed to mono. But finally I had a stereo mix. It was my first attempt at stereo. The band was in the studio mixed down to one track, and Don was in the hallway with just the leakage coming through the door, perusing an X-Man comic book pinned on the wall, riffling through it as we did it. There are three or four more Beefheart masters from this period, including a Holin' Wolf-like version of 'Slippin' and Slidin',' an instrumental called 'I'm Your Nasty Shadow,' and 'Metal Man Has Won His Wings.'" [...] (Frank tried to interest Dot Records in "Slippin' and Slidin'," the aforementioned version of "Take Your Clothes Off When You Dance," and the first version of "Any Way The Wind Blows"—see notes for track 12—all under the name, "The Soots," published by FZ's Aleatory Music—but Dot's A&R man, Milt Rogers, wrote in a December 13, 1963 letter that while "the material does have merit, we do not feel strongly enough about its commercial potential . . ." [...] Upon hearing the track for the first time in 30 years, Vliet declared simply, "Jesus!"

*FZ listed the recording date as 1962 or '63, although Buff, who was not present for this session, suggests it was most likely 1963. Mortenson's presence also suggests 1963, as he was involved in several other unreleased 1963 sessions. Finally, the Dot rejection letter is from 1963, and "Slippin' and Slidin'," FZ said, was from the same period as "Tiger Roach."

John French, Beefheart: Through The Eyes Of Magic, 2010, p. 58

Tiger Roach starts off as a surf tune [...]. Resplendent with flatulence (noises a rather resentful Mortensen claims to have created though never receiving credit) and hawking-loogie effects [...].

The Lyrics

Green Lantern!
Funny lizard!

Heitor Mendes,, May 24, 2003

I was browsing some old comics and, with the help of my friend Kibe De Large, I came across "Green Lantern #34", January 1965.

As you can check in the link below, this comic could be the source of some of the "Tiger Roach" lyrics, specifically "Green Lantern! Funny lizard! Three-way!" (and eventually: "Looks like greeny! Maybe it's purple").

Green Lantern 34

I don't [know] exactly when it was on sale, but according to the ads in this issue, it was on sale before December 3rd, 1964, probably about November 1964. (De month o' NOVEMBUH).

If I am correct, then this song was recorded in a different session that "Metal Man", which was recorded around Feb/March 1964.

In fact, "Green Lantern #34" is contemporary of "Hawkman #6" and "Metal Man #12", and, according to Biffy's electrifying page, Captain Beefheart built the lyrics of "Metal Man Has Won His Wings" using "Hawkman #1" and "Metal Man #7".

So, my theory is that "Tiger Roach" was recorded in late 1964, probably in the same sessions of "Malt Shop", that also featured Don Van Vliet and Vic [Mortensen], as "Tiger Roach" did.

Buddy learns!

Biffy the Elephant Shrew,, May 24, 2008

I happen to have this comic, and on seeing this message, I immediately dug it up. There's another "Tiger Roach" phrase on the back cover: "Buddy learns" turns out to be from an ad for Aurora slot cars, with the headline "Buddy Learns the Secret."

Heitor Mendes,, May 25, 2008

For those who don't have the comic, this is the Aurora Model Motoring ad:

Buddy Learns The Secret!


9. Run Home Slow Theme

Liner notes by Rip Rense, 1996

After several years of setbacks, Run Home Slow was eventually shot (starring Mercedes McCambridge, released in 1965), and Frank's score was finally recorded by a small pick-up orchestra in 1963 at Art Laboe's Original Sound in Hollywood, with Paul Buff engineering


10. Fountain Of Love

Liner notes by Rip Rense, 1996

The title's symbolism, FZ confirmed to engineer Spencer Chrislu, is indelicate. [...]

"This was," said FZ, "possibly the first recording of a fuzz bass. We plugged a Sears electric bass into a phono pre-amp, then the pre-amp was plugged into the board. It was Paul Buff's idea."

J.P. Cantillon, "Frank Zappa Talks About His Early Doo-Wop Days & Says, Radio Today Is Crap!," Sh-Boom, March, 1990

SH-BOOM: When did you first compose a doo-wop song?

ZAPPA: Probably it would be "Fountain of Love" or "Love of My Life" [both from the Cruising With Ruben & the Jets LP]. At that time I was working with Ray Collins, who could sing all this kind of stuff. If you're a composer, you need a vehicle to bring your music to life. If you write for instruments, you need somebody who can play it, and if you write vocals, you need somebody who can sing it. It's fortunate that I had Ray Collins, because if I hadn't met him, I wouldn't have had any way to move into that kind of songwriting.


14. Charva


15. The Dick Kunc Story


16. Wedding Dress Song

computeruser, February 16, 2003

On the Lost Episodes and Mystery Disc there is an adaptation of an Appalachian folk song titled "Wedding Dress," it is paired with the Sea Shanty "Handsome Cabin Boy." By reading the liner notes you could infer that "Wedding Dress" may have been performed by AL Lloyd or Ewan MacColl. I have tracked down the likely original version of the "Wedding Dress Song," on Peggy Seeger The Folkway Years 1955-1992 Smithsonian/Folkways CD SF 40048. In the liner notes Peggy refers to Ewan MacColl as her "most constant musical companion." The "Wedding Dress Song" originally was released on American Folk Songs Folkways 2005 in 1957, Peggy Seeger does the vocals and banjo on this track. No one else is credited or can be heard on this track. It does appear that Ewan MacColl has collaborated with her on over ten albums.


17. Handsome Cabin Boy

Liner notes by Rip Rense, 1996

"I love sea shanties," said Frank. "I thought they were really good melodies, so I arranged them for a rock and roll band. We used to play 'em all the time. I used to really love to listen to sea shanties and folk music. When everyone else was listening to Cream, I was listening to A. L. Lloyd and Ewan McColl. These were two old guys who used to record together, trying to replicate the original instrumentation of sea shanties. Some of the words were absolutely unbelievable. 'Handsome Cabin Boy' is a song about the bogus certification of sailors. A girl goes on a boat dressed as a boy, and gets pregnant. The lyrics are all about who done it. I loaned the LP to Beefheart, and he probably still has it." (Countered Vliet, in a 1994 conversation, "He gave it to me!")

Charles Ulrich, July 19, 2005

[Roy Estrada] confirmed that it was FZ playing bass on Handsome Cabin Boy.


18. Cops & Buns

FZ, quoted by Rip Rense in the liner notes, 1996

The [Apostolic] studio was in a loft on 10th St. [and Broadway] in New York. The woman downstairs was an actress in commercials, and she was constantly calling the police because she was not getting enough sleep so she could be fresh for those commercials. All-Night John (one of the inside-the-piano voices on Lumpy Gravy, and Civilization Phaze III) is one of the voices.

David Barro, October 24, 2005

The officer's name is actually LaFamine [...]. The reason I know this is because it was my wife's father.

Charles Ulrich, October 7, 2013

I asked John Kilgore to listen to an excerpt of "Cops & Buns." He identified another speaker: Dick Kunc.


19. The Big Squeeze

Liner notes by Rip Rense, 1996

Date: 1966 or '67
Location: Mayfair Studio, New York City
Original recording medium: 8-track analog
Recording engineer: Gary Kellgren
Remix engineer: Gary Kellgren
Remix facility: Mayfair Studio, New York City
Musicians: DICK BARBER (snorks); FZ (kazoo, percussion, celeste)


FZ: "This is the actual track for a Luden's Cough Drop commercial that won a Clio Award in 1967 for Best Music for a Commercial. A freak in an ad agency who was an animator, Ed Seeman, who came to the Garrick Shows, did the pictures and recruited me to do the music. I went along with it. The commercial shows a squiggly white thing that's supposed to be the cough wriggling around. A box of Luden's appears on the left side of the screen, like a monolith, and squashes it."

Edits on the different known recordings:
Luden's ad (1967) The Lost Episodes (1996) Finer Moments (2012)
0:00-0:34 0:01-0:35 0:00-0:34
  0:35-0:43 0:34-0:42


20. I'm A Band Leader

Liner notes by Rip Rense, 1996

Words: FZ
Date: 1968-69
Musicians: DON VAN VLIET (vocals)

Liner notes, 2012

Words: FZ
Date: 1969

Liner notes by Rip Rense, 1996

During the Mellotones era, [FZ] also played with a pick-up band in a Mormon recreation hall in which the band leader "had no sense of rhythm and couldn't even count the tunes off, but he was the leader of the band." Hence "I'm a Band Leader," which was performed on stage occasionally by the MOl. Said FZ: "I was writing about bar bands that I used to play in, where you'd wear a white coat and strum chords, sitting on bar stools. There'd be one twist per night. It's about the mentality of guys who do that kind of shit and love it."

Last night was pretty good for a Wednesday. We got ten requests for, we got "Bill Bailey," and we played them all and we got seven people came up for the twist contest.

We have a new routine. Been working on it for three weeks or more. I pretend I'm a queer and the sax player pretends he's a queer, too, and later on in the show—this'll kill ya—we kiss each other so that it looks to the audience like we kiss each other on the mouth, heh.

Liner notes by Rip Rense, 1996

[FZ:] "The stuff about kissing the sax player really happened."


21. Alley Cat

Liner notes by Rip Rense, 1996

Said FZ: "That's me, Don [Van Vliet], Elliot Ingber, and Drumbo recorded downstairs in the basement in 1969. On a Scully 2-track with a couple of mikes. If somebody came over, you could just jack the mikes into the back of the machine. There were no boards, no way to monitor what you were recording, either." It was simply a jam, according to Vliet, who improvised the words and some or the music.

John French, quoted at Splat's Zappapage

I remember very little about that particular jam (Alley Cat). I do recall jamming in the basement studio and doing a thing in 3/4 time. I was the only drummer around at the time and there were quite a few musicians there. It was just before Trout Mask Replica was recorded. Frank had a little chord change/ melody written out and I just played by ear. I think Eliot Ingber was there.

Zappamaniac, Zappateers, May 2, 2011

The only thing which doesn't fit in here is that he says it's in 3/4. Alley cat is in 4/4 and he's playin drums in 4/4.

John French, Beefheart: Through The Eyes Of Magic, 2010, p. 526

After the [Lick My Decals Off] Sessions were over, Elliot Ingber began to rehearse with us.

Chato Segerer, June 27, 2011

My theory: FZ is playing bass and overdubbed his guitar track (like on Wedding Dress Song/Cabin Boy) as the guitar on left channel and the vocal overdubs [at 2:11] have much more reverb than the rest.


22. The Grand Wazoo

Liner notes by Rip Rense, 1996

Who is the Grand Wazoo? "Anybody in any one of those lodge organizations with a stupid hat on," said Frank, adding "actually, the guy with the biggest, dumbest hat is the Grand Wazoo."


24. Kung Fu

Liner notes by Rip Rense, 1996

Music: FZ
Date: 1972
Location: Bolic Studio, Inglewood, Calif.
Original recording medium: 16-track analog
Recording engineer: Kerry McNab
Remix engineer: Kerry McNab
Remix facility: Paramount Studios, Hollywood, Calif.
Musicians: GEORGE DUKE (keyboard); RUTH UNDERWOOD (percussion); BRUCE FOWLER (trombone); TOM FOWLER (bass); CHESTER THOMPSON (drums); RALPH HUMPHREY (drums)

A stalwart little polymetric piece composed in the late '60s, with acrobatic percussion passages [...]. Possibly named because of the martial arts-like moves required to play it, is a fine illustration of FZ's lifelong penchant for percussion, and rhythm-driven compositions.



Liner notes by Rip Rense, 1996

Music: FZ
Date: 1972
Location: Whitney Studios, Glendale, Calif.
Original recording medium: 16-track analog
Recording engineer: Kerry McNab
Remix engineer: Kerry McNab
Remix facility: Paramount Studios, Hollywood, Calif.

Bruce Fowler remembered the work's early moments: "[...] The first version we had was kind of simple—I think Frank added more to it later. I remember playing it in a recording studio that was in an old church in Glendale (Whitney). Frank said, 'Let's try this' We just played into the night until it got looser and looser. We were really rollin' until evelybody just got too tired to play."

Bruce Fowler, interviewed by Evil Prince, T'Mershi Duween #55-57, November, 1996-March, 1997

I was just listening to 'The Lost Episodes' and that's pretty funny. We just worked very hard. Tom and I worked really hard and set up games for ourselves. We had to get the parts right or we couldn't smoke or something . . . We would just play it over and over again until we were exhausted but we had it down. Then we'd walk in and Jean-Luc (Ponty, natch) couldn't play it and then George and Jean-Luc would say, 'Wow, how come you guys can play it?' but we practised, you know.

The Edits

Unreleased original take (1973) The Lost Episodes (1996)
0:00-0:48 0:00-0:49
0:48-0:58 (guitar solo) 0:49-0:59 (guitar solo mixed out)
0:58-1:27 (guitar solo) (guitar solo edited out)
1:27-4:17 0:59-3:49


26. Basement Music #1

FZ, quoted by Rip Rense in the liner notes, 1996

At the time Warner Bros. made it impossible for me to record anywhere, I had a 4-track and decided to record in my basement. That's me wasting time with a very primitive rhythm box, a Rhythm Ace, fed into a flanger. The music was done on a synthesizer called a Synkey. It was all played live, with no overdubs.


27. Inca Roads

Liner notes by Rip Rense, 1996

Music: FZ
Date: 1972
Location: Whitney Studios, Glendale, Calif.
Original recording medium: 16-track analog
Recording engineer: Kerry McNab
Remix engineer: Kerry McNab

This is the original 1972 recording, done at the same facility with the same band as "RDNZL."

The Lyrics (April 6, 1973)

FZ, interviewed in Phoenix, April 7, 1973 by Dan Foote, Chuck Bufe & John Ridgway, New Times, April 18, 1973

There's a song that we didn't do during the first show that we're going to do during the second show called "Inca Roads." I've written words for the song—it's an instrumental piece that has very strange time signatures with a melody that goes all over the place—and last night I wrote words lyrics to it, and we're going to put that on the album.


28. Lil' Clanton Shuffle

Liner notes by Rip Rense, 1996

Particulars for this track were not supplied by FZ. Recording circumstances could be the same as "Sharleena," as both are from the same period (see track 30).
Musicians: DON "SUGAR CANE" HARRIS (violin; FZ (guitar); IAN UNDERWOOD (Fender Rhodes); UNKNOWN (bass); JOHN GUERIN (drums)*

[...] *Guerin's presence is Ian Underwood's guess.

FZ, quoted by Rip Rense in the liner notes, 1996

This is named after a gang in East L.A. We used to see 'Lil' Clanton' sprayed on the walls there in the '50s and '60s.

Patrick Buzby, December 27, 2019

Discussing "Lil' Clanton Shuffle" on the Steve Hoffman forum, Galeans (Jacopo) mentioned that the [Hot Rats Sessions box] 1972 mix has different guitar parts that were likely recorded by FZ in 1972, especially for the opening solo (where the original guitar and piano drop out of the mix in the 1969 version, presumably erased to make way for overdubs) which uses similar effects to the "Grand Wazoo" solo.

I noticed that the Lost Episodes version has an electric piano, which I think is a Wurlitzer (IINK lists it as Fender Rhodes), that is not on either version from the Hot Rats box (and there is no Wurlitzer or Rhodes anywhere in the 1969 sessions). I think George Duke recorded it in 1972, and for some reason FZ didn't use it in the "1972 Whitney Studios mix."

Sources & Edits

28. "Lil' Clanton Shuffle" The Lost Episodes (1996) 3.07. "Lil' Clanton Shuffle (Unedited Master)" The Hot Rats Sessions (2019) 5.12. "Lil' Clanton Shuffle (1972 Whitney Studios Mix)" The Hot Rats Sessions (2019)
0:00-0:45 00:00-00:45 00:00-00:45
  00:45-01:32 00:45-01:32
0:45-4:15 01:32-05:01 01:32-05:02
  05:01-09:53 05:02-09:54
4:15-4:34 09:53-10:11 09:54-10:13
  10:11-12:26 10:13-12:27
4:34-4:47 12:26-12:39 12:27-12:40


29. I Don't Wanna Get Drafted

Liner notes by Rip Rense, 1996

Date: 1979
Location: Ocean Way Recorders, Hollywood, Calif.
Original recording medium: 24-track analog
Remix engineer: Bob Stone

Allen Sides—Recording Engineer

Frank Zappa Sessions Information, compiled by Greg Russo, August, 2003

02/16/80 (1-4PM, 5-8:30PM and 9PM-12midnight) Ocean Way Studios, Los Angeles, CA—I Don't Wanna Get Drafted
MUSICIANS: FZ (leader), Ray White (1-5PM and 6-10:30PM), Vincent Peter Colaiuta (1-4:30PM and 5:30-9PM), Isaac H. Willis (1-5PM and 6-10:30PM), Arthur William Barrow (1-4:30PM and 5:30-9PM), Thomas James Mariano

02/17/80 (1-4:30PM and 5:30-9PM) Ocean Way Studios, Los Angeles, CA—I Don't Wanna Get Drafted
MUSICIANS: FZ (leader), Ray White, Vincent Peter Colaiuta (1-5PM), Isaac H. Willis, Terry Bozzio (6:30-9:30PM)

Chris Michie, "We Are The Mothers . . . And This Is What We Sound Like!" Mix, January 1, 2003

The Utility Muffin Research Kitchen (UMRK) was more or less complete by late 1979; the first sessions produced the single "I Don't Wanna Get Drafted," which had been started at Ocean Way with Allen Sides engineering.

"Allen Sides," Ocean Way Recording

Allen Sides is not only the owner of Ocean Way Recording, he is also one of the most respected engineer/producers in the music industry. [...] A brief list of some of the artists he has worked with include: Phil Collins, Green Day, Eric Clapton, Alanis Morrisette, Faith Hill, Trisha Yearwood, Wynonna Judd, Beck, Mary J Blige, Ry Cooder, Joni Mitchell, Frank Sinatra, Ray Charles, Count Basie, Duke Ellington. Ella Fitzgerald, John Williams, Jerry Goldsmith, Tom Newman, Andre' Previn, and Frank Zappa.

The Song

Liner notes by Rip Rense, 1996

"Drafted" arguably captures the state of mind of American youth concerning the idea of military service in the late '70s. [...] Keyboardist Tommy Mars reports that the tune started out with FZ obsessively repeating a guitar riff (the same chord progression as the "I don't wanna get draaaaaaaft-ed" line that is followed by bouncing drum fills): "Frank was just doing it incessantly, like he did all the time once he found a lick he liked. You felt the band was pregnant. It was a situation where you didn't know if the baby was going to come out . . . One day we were taking a dinner break from rehearsals, and Ike Willis started talking about a news broadcast about [the possibility of reinstating] the draft. And it just infuriated Frank into talking politics. And when he talked politics, you'd better hold on tight. We had such a history lesson about the draft in different countries, in World War II—I was marvelling . . . And from out of nowhere, about a half-hour later—he said, 'That's it—rehearsal's over.' And goddamn it, the next day he comes in with this song, 'I Don't Wanna Get Drafted.' The baby was delivered."

Arthur Barrow, Of Course I Said Yes!, 2016, p. 99

At the time there was speculation that the government might reinstate the military draft. This inspired Frank to write "I Don't Wanna Get Drafted." He wrote it quickly, and came up with a spiffy arrangement with me playing keyboards instead of bass. He liked it so much that he decided we should go into a studio and record it right away. He thought with the timeliness of the subject matter he could have a hist single on his hands. So off we went on February 16th to Ocean Way studios in Hollywood to record a single version of the new song. Frank got it released almost immediately, but disappointingly, no hit single.

Mike Farrace, "Frank Zappa—Common Sense," Freebird, May, 1980

Frank also wanted to make it clear that his new single, "I Don't Wanna Get Drafted," was not written out of a hate for the Armed Forces, but out of common sense. "I disagree with the draft because it makes people do something they don't want to do. The service should offer legitimate incentives, not just money. To pay, feed, house, clothe and train reluctant recruites is stupid." Legitimate incentives, according to Zappa, would include some decent housing arrangements and reliability of military benefits, many of which have been rescinded or have become non-existent after a recruit has put in his time. He feels the draft is simply political manuevering in an election yar to manipulate votes.

Mercury/Phonogram vs. CBS

D. Housing, "Zingers From Zappa," Prairie Sun, April 26, 1980

After making these albums with Phonogram/Mercury, he has just severed his relationship with the company because it refused to release a timely, topical single, "I Don't Want to Be Drafted", that Zappa recently recorded.

Prairie Sun, April 26, 1980

Columbia Records has agreed to distribute Frank Zappa's new anti-draft single, "I Don't Wanna Get Drafted", after Phonogram/ Mercury Records, Zappa's U.S. label distributor, decided against handling the controversial tune.

Prior to Columbia's agreement to distribute the single, Zappa had been manufacturing and distributing the record on his own to cities where his current tour is scheduled to stop.

According to Zappa, the deal with Columbia is for distribution of this one single and no-others.

The Single

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

DS: And then, "Is this trip really necessary?"

FZ: That is something that they used to have on posters during World War II, when they were rationing . . .

DS: Oh, sure.

FZ: . . . encouraging people to save tires and gasoline . . .

DS: Right. And certainly used in the context in which you have it on the record cover graphics for Ancient Armaments, it takes on a whole new meaning.

FZ: Yeah.


30. Sharleena

Liner notes by Rip Rense, 1996

Words & Music: FZ
Date: 1970
Location: Record Plant Studios, Hollywood, Calif.
Original recording medium: 16-track analog
Recording engineer: Gary Kellgren
Remix engineer: Gary Kellgren
Remix facility: Record Plant Studios, Hollywood, Calif.
Second remix engineer: Spencer Chrislu
Second remix facility: UMRK
Musicians: DON "SUGAR CANE" HARRIS (vocal and electric violin);
FZ (guitar and background vocals); IAN UNDERWOOD (keyboard and saxes);

[...] This is the first recorded version, predating the Chunga's Revenge LP specimen (with The Phlorescent Leech and Eddie) by a few months.


Additional informant: slimey.oofytv.set

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