Sinister Footwear

FZ album(s) in which song has appeared

1st Movement (including C Instruments)
2nd Movement (including Pre-C Instruments)
3rd Movement (aka Persona Non Grata)


Tour(s) on which song is known to have been performed (main source: FZShows, v. 7.1)



Foggy G, "The Songs That Were Played," We're Only In It For The Touring

1981: Essentially performed as on "Them or Us" with the standard deviation coming in Frank's always incendiary guitar solo. There is one major difference, however. At some point between the 10/31 and 11/17 shows, the guitar solo switches locations in the song. For the first portion of the tour, the solo takes place after the keyboard-only vamp that precedes the solo on the aforementioned release. Hence, the song is performed as normal until the keyboard part, at which point we get a guitar solo. When the solo is finished, the song then jumps to the written portion that normally follows the solo. At some point between the above dates, the second vamp is added, the guitar solo is relocated, and we get the "Sinister Footwear" that we know and love. Whether we get the first or the second version, however, we always receive some very well played and quite sinister sounding solos. Not as tweaked as on the following tour, but noteworthy nonetheless.

1982: Essentially performed as on "Them or Us" with the standard deviation coming in Frank's always incendiary guitar solo. Also, Vai seems to be more active in the pre-guitar solo sections, and the keyboard theme that immediately precedes the solo has some extra layers of keyboards thrown in. One of those songs where an attempt at verbal description is completely pointless. A classic that must be heard to be fully appreciated.

1984 (Jul-Dec): From EASY MEAT entry: Occasionally, Frank would tease "Sinister Footwear III" to start off his solo, but for the most part, he just soloed. "Variations on Sinister #3" from "Guitar" is an "Easy Meat" extract.

1988: Essentially performed as on MAJNH, with the standard deviation coming in the handful of horn solos scattered throughout the tune.

"Slowly"/"Slowly B"

Tommy Mars interviewed by Robert L. Doeschuk, Keyboardist, April, 1994

[In the Summer of 1977] he was still writing "Sinister Footwear," although it was called "Slowly" at the time. The ink was still wet on it.

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

I was also handed a stack of sheet music to work up and memorize. [...] And there were many I had never heard before, like "Envelopes" or "Sinister Footwear," then called "Slowly B."



The parts were listed in the program of the Berkeley performance. They are:

  1. Jake who designs it.
  2. Somewhere in New Jersey where they make them.
  3. Illegal aliens on a lunch break.
  4. At the catering truck.
  5. Jake eats a molded jello salad.
  6. Jake's secretary.
  7. Illegal aliens work slower in the afternoon.
  8. Jake's secretary reads her magazine.
  9. Illegal aliens want to go home.
  10. Jake's secretary eats cottage cheese.
  11. Ugly shoes on the assembly line.
  12. What you look like when you're wearing them.
  13. Sometimes they make you walk funny.
  14. Other people pretend not to notice.
  15. Sometimes you have to take them off for a minute.
  16. Then you put them back on because you think they look so good on you.
  17. Children can also have ugly shoes.
  18. The foot doctor says you might need an operation.
  19. But you're going to wear them anyway.
  20. Everybody has a pair somewhere.
  21. A place you can go when you've got them on
Bossk (R),, August 4, 2000



SCENE ONE: Jake's bedroom, changing to a stylized industrial panorama

dancers: Jake
Group one (with masonite autos)
Group two (illegal aliens)
Jake's secretary
Catering man

major props: ugly shoe painting (with easel, brushes, pallette)
large surrealistic traffic signal
one-dimensional masonite automobiles
catering truck (well stocked)
ugly shoes coming off assembly line

SCENE TWO: black velvet backdrop with fun-house mirrors

dancers: Group one (beautiful people with ugly shoes)
Group two (who pretend not to notice)
Chiropodist (can be danced by Jake)

major props: masks of "beautiful people" and "contemporary personages"
rolling bin containing the masks
cardboard people who do not notice

SCENE THREE: surreal night club scene

dancers: entire company



Curtain rises.

Jake wakes up
and rubs his eyes.

Jake stumbles out of bed.

Jake walks towards easel.

Jake grabs brushes
and palette.

Jake applies 3 finishing
brush strokes to painting.

Jake turns easel toward audience
revealing a picture of the ugliest
shoe you ever saw in your life.

Jake's room walls
fly up as bed and
elevated area with
Jake and easel are
pulled off to opposite
sides of the stage.


Removal of Jake's set reveals a grotesquely
stylized industrial panorama including
flaming funnels and smoke-ring-spewing
unclassifiable devices.

A large surrealistic
traffic signal turns green.

Dancers move about with
one-dimensional masonite autos.

Jake appears in their midst,
walking to work with the
ugly shoe picture under
his arm.

Dance interaction between Jake and cars.

As Jake and cars dance, factory walls gradually
move in from opposite sides of the stage.

Cars/dancers are gradually
replaced by illegal aliens
as factory set appears.

Set change.
Cars change to aliens.
Jake dances with the ugly shoe picture.

Large sign is lowered into factory set

Changeover is complete
as Jake places ugly shoe
picture on easel and dashes
around urging the aliens
to construct it.

Jake points to various details on ugly shoe design
while aliens pretend to understand and scramble around as if
they were actually building it.


Aliens drop their tools and rush around
pulling their shop aprons off.

Factory walls slide out again
to reveal industrial landscape
again. (Sinister Footwear sign
flies up.)

Catering truck drives in.

Catering man exists truck and
opens flaps as aliens gather.


Aliens grab for
truck items.

Aliens move away with their goods as Jake
approaches and makes his selection.

Jake pays catering man.


Jake makes an elaborate
production out of the
molded jello salad.

Dancing with it as he eats.

Aliens respond.

Jake eats some more.


She is grooming herself ...

Filing her nails ...

Adjusting her perm ...

Factory walls slide back.


Aliens continue industrial behavior at half speed.


She walks through slow-moving aliens
with magazine in front of her face.


They make yearning gestures
in the direction of the front door.



As the shoes come off the line,
aliens stuff them into boxes.

Some aliens carry the boxes away.

Other aliens stack the boxes.

As stack is completed, aliens exit randomly.

Aliens are gone ...

Lights dim; curtain down.



Curtain rises to reveal a group of dancers
wearing Jake's ugly shoes and masks of famous
"beautiful people" posing in front of several
fun-house mirrors. (Black velvet backdrop)

Change ...

Pose ...

Change ...

Pose ...

Change ...

Pose ...

Change ...

Pose ...

Change ...

Pose ...

"Beautiful people" engage in social intercourse; ...

... shake hands with each other; admire each other's shoes and costumes.

"Beautiful people" appear to agree that they are truly beautiful ...


Dancers try to walk in Jake's shoes
and experience great difficulty.


Fun-house mirrors revolve. The backs of them
have cardboard people pretending not to notice.
Other dancers walk continuously through the group
with ugly shoes on, ignoring the shoes in an
obvious manner ...

Dance continues with second group
revolving mirrors around and
through group with ugly shoes

Dancers with ugly shoes gradually collapse on floor and begin to remove


Dancers with shoes off rub their feet.

Second group watches and nods knowingly.


Dancers put shoes back on as fast as possible.

With shoes back on, dancers now stand ...

... and continue types of movement from other section.

Several children with ugly shoes on
sneak in from side of stage.


They begin to dance
with their "parents"
as second group

The chiropodist leaps in from the side.

All other dancers freeze slowly.


Chiropodist examines dancer's feet.

He warns them,


but they dance
away from him.


Dancing go back to posing
in front of mirrors.


Chiropodist produces rolling bin full of masks of contemporary
personages and distributes these to dancers.

Dancers affix masks and imitate the activity appropriate to the personage
whose mask they are wearing.

Dancers indicate during the dance in some way how the personage's
ugly shoes most affect his or her competence.

Hold pose as lights dim and curtain falls.



Scene is surreal night club with moving cut-out audience
and moving cut-out entertainer on small revolving stage.
All dancers, in ugly shoes and evening clothes, conduct
various social transactions.

Performances & Recordings

Patrick Neve

Are there any other versions of the entire piece?

Chris Opperman

I wish! When I get up the $$$ I'm going to order the score and program it into my sequencer myself. The first time I really listened to it on Apocrypha, I nearly strangled..some of the mistakes are BAD. You can REALLY hear them! There's a couple of parts (I forget where) where I belive a violin and a flute are doubling the same line, and they aren't in unison, and that sort-of thing. It was sloppy.

Patrick Neve

Now if only there were a studio version of the first movement.

Bob Rice,, February 25, 1997

Somewhere in the vault is a Synclavier version of the 1st movement. I know because I spent the better part of a month typing it in part by part from the conductors score into the computer for Frank. He subsequently reorchestrated it with wacky instrumentation but the bulk of the harmony and percussion arrangement was as written with samples. I remember him being pleased at finally getting to hear the polyrhythms played correctly. Scary piece of music. I would hope it found its way onto some multitrack tape. Talk about a black page!

C Instruments

Much of the following information was compiled by Bossk (R), reprinted here by permission.

Bossk (R)

On August 25 1999, Craig Jones posted a piece of Zappa music called "C Instruments" to alt.binaries.fz in the form of scans of sheet music (in David Ocker's hand) and a MIDI adaption. You don't get to hear new Zappa music every day, so this was quite sensational for many people, myself included. It's a transcription of a guitar solo that later went into the first movement of the "Sinister Footwear" ballet, but with a lot of changes. (The first movement is unreleased, but there's an orchestral recording of it on the bootlegs Serious Music and Apocrypha.)

"C Instruments" page 1 "C Instruments" page 2 "C Instruments" page 3 "C Instruments" page 4

(These small pictures are links to the full-size scans. Those are pretty large files, which is why I didn't want to put them directly on this page.)

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

There was a discussion of a piece called C INSTRUMENTS. That was a guitar solo that Steve Vai had transcribed and Frank gave it to me to make a copy for people (including myself) to play—so I had to make two versions: one in the key of C (for everyone else) and one in Bb for me. Usually there are three bits of information on the top of a piece of music a) the intended instruments—in this case "C Instruments" or "Bb" since lots of different instruments would be attempting it, b) the title—there was none so this was blank, and c) the composer—F.Z. When the music got passed around no one knew what to call it—and they mistook "C Instruments" for the title.

In effect for a short period of time I had named this piece. Later, reason prevailed, and Frank made it part of Sinister Footwear.

Rolf Maurer

There—does that provide enough clues for someone (Lewis?) to identify the exact passage in Sinister Footwear that started life as C Instruments?

Michael Gula

I think I have made a positive identification. I was looking for the easiest items to recognize so (among others) I picked on the elongated 'G' that extends through measures 46 thru 48 and tried to find both it and the surrounding notes. You will hear this note at approximately (depending on how well your copy plays like mine) 5 minutes and 53 seconds into the recording of the first movement. I checked the pitches for the preceding undectuplet and they all match what is on the recording. So if you want to continue playing musical detective (this is too hard for me) you can count forward or backwards from that spot and maybe pick up the rest of it.

Ulrik Volgsten

Dear splat: My name is Ulrik Volgsten and I am working on a doctoral dissertation partly devoted to Zappa's music, which will be ready by mid december. I got the link to your site on C-instruments from Johan Wikberg. I checked the score against the orchestral score of Sinister Footwear and found the following:

In SF CI, comes in at m64, that is, the event marked Illegal Aliens on a Lunch Break. The tonal material in mm 2-7 in CI is re-rhythmicized, but otherwise intact and spread over mm 65-76 in SF. The 32nd notes in m 8 (CI) recurs literally in m 77 (SF). Then there is some new material. m 11-14 (CI) corresponds to m 82-85 (SF). 15-16 (CI) are replaced with new material.m 17-31 (CI) corresponds to 91-106 (SF). Thereafter SF has some new material before CIs m 32 returns as m 117 (SF). From here on CI is almost exactly identical to SF.

Jon Naurin

I used to think that C Instruments, as described in the David Ocker interview was the precursor to Sinister Footwear, the 3rd mvt. Ocker said that it was a transcribed guitar solo, which we know the 3rd mvt is. Now suddently, all available evidence point in the direction that it was the 1st mvt that came out of CI. First, the Art Jarvinen interview, and then the score. Mike Gula found some similarities, and what Swedish musicologist Ulrik Volgsten came up with, after comparing scores. (see last message) Without a doubt, "our" C Instruments is what became Sinister Footwear, 1st mvt. So if David Ocker's recollection is correct, the 1st mvt also origins from a guitar solo. Or was the name C Instruments used for more than one piece of music?

C Instruments—Unreleased recording

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

I had learned the melody which would become part of Sinister Footwear (called at the time "C Instruments"). It had lots of cross-rhythms [...], tuplets-galore plus lots of mixed meters. Playing 9 over 5 is no picnic, but it's a lot easier if you can keep your foot tapping quarter notes. You couldn't do that in this piece because there were all sorts of 5/8, 9/8 bars that required more attention to underlying beats. I really woodshedded this part a lot and could do it pretty well. When I got to the studio he wanted me to record it against an already recorded rhythm box which played steady 1/16ths but with **random accents**. So there were three levels of time confusion: tuplets, mixed meters and the silly accents. I guess I must have done okay at that—but I remember distinctly that my head was spinning trying to pay attention to the rhythm track just enough to keep the beat but not enough to let the accents throw me off.

Mark Pinske, January 26, 2003

The actual "Final" finished Crush all Boxes was mixed by me and Frank [...] and it had a "C instruments" mix on it as well. It was never released or played on any Radio show.

C Instruments—Antena Repairmen performance

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

I still have my copy. I got it from David, I'm sure. The Antenna Repairmen did a concert at The House in Santa Monica on November 30, 1981, on which we played it. Bob and I did the melody on marimba and vibes, and M.B. Gordy made up a drum set part. I had asked Frank if it was okay that we perform the piece and he said yes, but wanted to know how we were approaching it. At that time everyone was playing the black page, and there were other works of that ilk going around—Manx Needs Women was one—but usually only the melody parts. Frank said that "all those polyrhythms don't mean anything unless they're in reference to something". So he suggested we use a drum machine or drum set, to give the melodic line rhythmic meaning. So that's what we did. Melody and drums, no bass line. I do have a copy of the bass part, but we never used it. Maybe I didn't have that at the time. Frank was still working on Sinister Footwear. It was obvious that the piece was not called "C Instruments", so I asked Frank what we should list as the title. He said "The Melody from Sinister Footwear". It eventually became a big part of the first movement, but with a lot of changes. Mostly, easy stuff became easier—elongated. All the really hard shit (the tuplets over bars of 5 or nine) stayed in. So, The Antenna Repairmen actually premiered part of Sinister Footwear in a working version. Frank of course, was not there. David probably was though.


Pre-C Instruments

Bossk (R)

On June 16, Jon Naurin had posted the precursor [of "C-Instruments"], "Pre-C Instruments", which was a drum set composition (both of these pieces were used for auditioning musicians). This sheet music was put on the web, and someone made a MIDI file which was also put on the web. When "C Instruments" was posted, I wanted to contact the people who put "Pre-C Instruments" on the web and ask them to put "C Instruments" there as well, but there were no e-mail adresses to be found.

Jon Naurin,

I've gotten my hands on a photocopy of a sheet of drum notes, written by Frank Zappa. It's for a piece of music called "Pre-C Instruments", and Frank handed it to a guy who was auditioning for the band in 1981.

Charles Pater,

Don't know where I got this info from but it's in my base and it used to be an audition piece for Kerry McCoy (1981/1982 band).

Michael Gula,

I would like to suggest the possiblity that it was strictly an audition piece - a sight-reading test and a device for weeding out the less-than-worthy, and not a composition intended for performance.

Jon Naurin,

... and those who passed it got to do the ultimate test: "C Instruments". "Pre-C Instruments" has lots of tuplets but no meter changes, but "C Instruments" apparently has both, so it seems like a reasonable order. And it would explain the title.

Marc Ziegenhagen, in correspondence with Patrick Neve, October 14, 1999

After looking at the sheet music, I can tell you that "Pre C-instruments" comes from the 2nd Movement of Sinister Footwear, the Ballet, specifically the section titled "But You're Gonna Wear Them Anyway."

I know this to be true for a couple of reasons but mainly because I have a copy of the drum chart for Sinister Footwear (Ballet), as well as the piano reduction and I did a MIDI sequence of these pieces together, so these peices are firmly entrenched in my brain.

Although I sent out tapes of the sequence to various people over the years, I don't think I actually ever sent anyone the MIDI file. Therefore, none of the MIDI sequences that you have of this piece can be attributable to me (not that they ever were), but I thought I'd clairify that and so I have.

Incidentally, the single page jpg on your page of "Pre C-instruments" is not complete in reguards to what ended up in the 2nd Mvmt. of SF. There's more to it, but essentially what it does is it repeats and is doubled with melodic instruments, then has a Coda (or a 2nd ending, if you like). The first time it is played, its pretty much a drum feature. Then the 2nd time, it has melody along with it (not at all unlike "The Black Page #1").


The different versions

Scenes Berkeley, CA, June 16, 1984 Sheik Yerbouti (Rykodisc, 1995) You Are What You Is (Rykodisc, 1995) Them Or Us (Rykodisc, 1995) midi
I 18. 1st Movement       C Instruments
A. Jake, Who Designs It 0:00-1:15        
B. Someplace In New Jersey Where They Make Them 1:15-3:14        
C. Illegal Aliens On A Lunch Break 3:14-3:51       0:00-0:29
D. At The Catering Truck 3:56-4:08       0:29-0:42
4:13-4:45       0:42-1:12
E. Jake Eats A Molded Jello Salad 4:45-4:49       1:12-1:14
5:10-5:46       1:14-1:54
F. Jake's Secretary 5:55-6:44       1:59-2:48
G. Illegal Aliens Work Slower In The Afternoon 6:44-6:57       2:48-3:00
H. Jake's Secretary Reads Her Magazine 6:57-7:17       3:00-3:21
I. Illegal Aliens Want To Go Home 7:17-7:28       3:21-3:32
J. Jake's Secretary Eats Cottage Cheese 7:28-7:36       3:32-3:40
K. Ugly Shoes On The Assembly Line 7:46-9:17       3:44-4:56
II 19. 2nd Movement 17. Wild Love   5. Sinister Footwear II Pre-C Instruments
L. What You Think You Look Like While You're Wearing Them 00:00-01:28     0:00-1:11  
M. Sometimes They Make You Walk Funny 01:28-02:11 2:48-3:19   1:11-1:43  
N. Other People Pretend Not To Notice 02:11-05:02     6:17-8:25  
O. Sometimes You Have To Take Them Off For A Minute 05:02-05:28     8:25-8:39  
P. Then You Put Them Back On Because You Think They Look So Good On You 05:28-06:30        
Q. Children Can Also Have Ugly Shoes 06:30-08:21        
R. The Foot Doctor Says You Might Need An Operation 08:21-08:45        
S. But You're Gonna Wear Them Anyway 08:45-09:24       0:00-0:35
T. Various New Postures 09:24-10:04       0:35-1:10
U. Everybody Has A Pair Somewhere 10:04-11:23       0:00-1:10
11:23-11:33       1:10-1:20
III 21. 3rd Movement   5. Theme From The 3rd Movement Of Sinister Footwear    
A Place You Can Go When You Got Them On 0:00-0:11        
0:11-5:04   0:00-3:20    



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