Frank Zappa's musical language
Frank Zappa's musical language
A study of the music of Frank Zappa

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Burnt weeny sandwich CD cover After five years of relentless touring Zappa in 1969 disbanded the Mothers of Invention in their first line up. The band members were taken by surprise and accusations on both sides followed. According to Zappa their technical abilities weren't adequate for performing (some of) his compositions and the band members accused Zappa of using their ideas without giving them credit. Some of them hold grudges until today. From the unreleased studio and live recordings two albums were compiled, "Burnt weeny sandwich" and "Weasels ripped my flesh", just as "Uncle Meat" and "Hot Rats" mainly instrumental albums. Both were released in 1970. For a completely live album from the sixties we have to wait until 1993, when "Ahead of their time" was released. To the right an outtake from the CD cover art, featuring a machinery collage by Cal Schenkel.

Though the concept of tonality is the main factor in harmonic analysis, its meaning is usually taken for granted. It depends much on the context of a text what the author means by it. Tonality is not such a clear concept as sometimes suggested, because it's a combination of features, that for this site I would describe as (in following order of importance):
- The music uses (mainly diatonic) scales.
- The scales are applied in a stable unfragmentated way.
- The chords are 5th and 7th chords, occasional 9th chords, moving in a fluid way from chord to chord by having notes in common.
- The opening scale is also the ending scale.
- Harmonic cadences confirm the keynote.
You may as well use a different definition. But by describing tonality this way, it becomes better explainable that there's a large grey area between completely tonal and completely atonal. There's a big difference between Wagner's rapid shifting through keys and chromaticism, Debussy's extended chords (all combinations of scale notes, but avoiding the minor second) and his whole tone scale compositions and the calculated 100% atonality of Schoenberg. In for instance "Brown shoes don't make it" and the "Uncle Meat main title", Zappa's inclination to make fast and sometimes abrupt key changes has been commented upon.

Atonality is an integrate part of Zappa's music. He could use it at will in his rock compositions as well as in his chamber music and orchestral works, sometimes combining tonality and atonality in the same piece of music. He also applied atonality in jazz compositions and synclavier works. See the table below for an overview of pieces with atonal sections in this study, being almost eighty. The subject will come by in various other sections in this study like:
- Lumpy gravy: "I don't know if I can go through this again".
- Just another band from L.A.: "Penis dimension", "Billy the mountain".
- The LSO - The perfect stranger.
- Drowning witch - Them or us.
- Jazz from hell: "Damp ankles".
- The yellow shark.
As it comes to "Burnt weeny sandwich", the two phases of "Igor's boogie" are clear examples of atonal music, while the piano introduction to "Little house I used to live in" is largely atonal. Examples of all three titles are included below. Also presented is "Kung Fu" from the "Lost episodes" as an example of atonal music dating from the sixties. The other tracks from "Burnt weeny sandwich" are diatonic and I'm ending this section with an overview of all the scales you can encounter in the examples from this study.

1-2. WPLJ - Igor's boogie, phase one

"Burnt weeny sandwich" begins and ends with a cover. The blues song "WPLJ", written by The Four Deuces, is the album opener. These songs have nothing in common with the main part of the album, where Zappa is continuing with the direction he took on "Uncle Meat".

Igor's boogie, phase one, opening (midi file).

Bars from Igor's boogie, phase one (notes).

The score of "Igor's boogie, phase one" is present in the Frank Zappa Songbook, vol. I., pages 36-37. It's entirely atonal with varying meters. Bars can contain counterpoint movements, as in the example above with bars 2-4. Other bars can be more homophonous with parallel movements.

3-4. Overture to a Holiday in Berlin - Theme from Burnt weeny sandwich

The main themes from "Overture to a Holiday in Berlin/Holiday in Berlin (full blown)" get dealt with in the Movie scores section. These themes go back to the time Zappa wrote the music for "The world's greatest sinner", recorded in 1961. The "Theme from Burnt weeny sandwich" is a pedal note solo in D Mixolydian with an abundance of percussion.

5. Igor's boogie, phase two

The opening of "Igor's boogie, phase two" below is transcribed by me and only an approximation. It has an ongoing lead melody in the first staff, around which the other parts are playing in a so-called hocketing style. The other bars contain little pieces of melodic material, interrupted by pauses all the time.

Igor's boogie, phase two, opening (midi file).

Igor's boogie, phase two, opening (transcription).

It's difficult to hear what exactly is going on with irregular notes coming up from various angles. I also can't derive the meters with any certainty. Above I've followed the lead melody for setting up a division to make it better readable. Like "phase one", "phase two" is outspoken atonal and even more applying counterpoint lines.

6-7. Holiday in Berlin, full blown - Aybe sea

"Holiday in Berlin, full blown" is the sequel of track 3, with its description, as well as a note example, being included in the Movie scores section of this study. "Aybe sea" is an instrumental for piano, guitar and keyboard. Zappa wrote little music for piano solo. "I was a teenage malt shop" and "The little house I used to live in" are the only examples on CD from his early career. In case of "Aybe sea", the guitar and keyboard are mostly doubling the piano part. It could also be played on piano alone. The later works "Ruth is sleeping" and "Piano" are synclavier music executed (partially) as piano pieces.

"Holiday in Berlin, full blown" ends with a guitar solo with a I-II chord/pedal note alternation in D Lydian. As also noted by B. Clement, these two chords are used as well for the opening of "Aybe sea", which makes the transition go very smoothly. The rhythm of "Aybe sea" is standard 4/4. Harmonically a number of keys are being touched upon. Regarding structure, it's half a variation piece with recurring themes and half through-composed.

Aybe sea, opening (midi file).

Aybe sea, opening (transcription).

0:00 Theme 1, bars 1-8. The chords used are E, mingled with Esus2, and D. It's difficult to hear the exact positioning of the notes from these chords. These bars can be interpreted as I-VII in E Mixolydian. As noted by Clement, the melody of bar 1 is a variation upon the opening line of the guitar solo from "Holiday in Berlin, full blown". The solo was probably played after "Aybe sea" had been written, so it looks like Zappa took this score to set off his solo.
0:11 Theme 2, bars 9-12. The occurring chords are now C and Eb. Combined with the melody, the keys can be attributed to C and Eb Lydian. The melody of bars 9-10 is a variation upon the one from theme 1. Bars 11-12 are a transposition of bars 9-10, going a minor third upwards.
0:16 Variation upon theme 1 with only the E chord beneath it (bars 13-20).
0:28 Variation upon theme 2 with the C-chord beneath it, add 2 in this case. The upper descant is playing parallel an octave plus a fourth higher. The transcription above ends with the first bar of this variation.
0:39 Theme 3 in A Mixolydian, mingled with altered notes and A Dorian. This mingling of closely related scales is common practice in Zappa's music. The melody follows A-C#-E-D-Bb-G-C natural-G-F#-D-A (0:39-0:41). The accompanying line is first playing just the tonic A, next E-F#-G-A, followed by C-B-A-G-A (0:39-0:45).
0:50 Theme 1.
1:01 Theme 2.
1:07 Through-composed finale. While the accompaniment is abundantly playing chromatic notes, the lead melody is to a degree diatonic. It starts in E, moving towards C# minor (1:30), next A Lydian (1:47) and back to C# minor (2:09), slowly fading out. It's the same set of notes, but with different pedal notes.
2:46 End.

8. The little house I used to live in (1970)

Piano introduction

The next fragment from "Piano introduction to Little House I used to live in" is a good example of tonal vagueness. The melody by itself is hardly tonal, but a relationship with keys is established in the chords that are played on this melody. The combinations (in major keys) are notes of C, notes of B, and a sort of mixture chord. This last arpeggio chord starts chromatically but then proceeds with notes of C.

Piano introduction to Little house, bars 6-9 (notes).

The album liner notes are ambiguous about whether band member Ian Underwood is its performer or also its composer. The "The Frank Zappa Songbook vol. I" takes away this doubt: composition and score are by Frank Zappa (see the credit information at the end). The score of the complete piano introduction is printed on pages 107-100, being referred to as "revised". Indeed some bars go different from the album, but the majority is identical. A live version with a rock-band performance can be found on "Hammersmith Odeon" by the ZFT.
The middle block of the "Piano introduction..." is an atonal chord progression. The whole piece is characterized by several kinds of chord progressions that are interval determined (compare the melodic line of the first section of "Uncle meat" from above). For instance the next three bars:

Piano introduction to Little house, section (midi file).

Piano introduction to Little house, section (notes).

Here the common element for the alternating eighth notes in each of these three bars is a fifth plus fifth chord alternating with a fourth plus fourth chord or with a third plus fourth chord. There are several more comparable bars in this piece with intervals alternating. Just as in "five-five-FIVE" and the first section of "Uncle meat", traditional harmony is ignored. See also the "It must be a camel" example (Hot Rats section) and the "Put a motor in yourself" sections (Synclavier section) for non-traditional chords. Ian Underwood is playing this episode with refined expression on the album. Compared with his performance the midi file here is mechanical. For further reading about this piece you can look into chapters 44-45 and 51 of a dissertation by Ulrik Volgsten, called "Music, mind and the serious Zappa: the passions of a virtual listener". In this study Zappa's serious music is described as tending either to pastiche works or to guitar derivatives, with some works in the middle. The word "pastiche" is here used in the sense of a simple "sounding like" quality, thus an aspect of the music rather than a hard categorization. The piano introduction then belongs to the pastiche works in the sense that it bears reminiscences of various modern music pieces as described in chapter 51.

Ian Underwood

Ian Underwood looking at Zappa's score for "200 Motels" (around 1970) and playing "Piano introduction to Little house" during the Prague proms, 2016 (source:

Main themes

Three examples in this section represent the atonal works on "Burnt weeny sandwich". The remainder of this album contains music that uses diatonic scales. Next is the opening from the main theme from "The little house I used to live in", that on its turn can be subdivided again into six themes.
- 0:00 Piano introduction as described above.
- 1:43 The main theme starts off with theme 1 in D Mixolydian with the chord progression I-VII. The central theme last four bars and is played in two variants, that only differ from each other by one note: the first variant ends on C, the second on D. It's played four times in different setting. The whole - melody, bass and harmony chords - becomes a blending of I and VII. Bars 13-16 for instance are the VII 9th chord sustained for four bars.
- 2:14 Whereas bars 1-23 are in standard 4/4, bars 24-31 of the transcription are rhythmically complicated. The main meter is 11/8, over which a second theme in 12/8 starts to glide (Ludwig study, page 122). The chord here is I 9th in F# minor (F#sus2 in staff 1 plus mostly Amaj7 in staff 2). The bass makes a chromatic countermovement: F#-G natural.

The little house I used to live in, main theme (midi file).

The little house I used to live in, main theme (transcription).

- 2:51 Theme 3 in A Mixolydian.
- 3:03 Theme 4 in E Mixolydian/Dorian. The harmony follows the Mixolydian major third, the melody the Dorian minor third.
- 3:28 Theme 3, much faster. See the Fillmore East section for a transcription of themes 3-4 by W. Ludwig.
- 3:32 Theme 2 now returns in E Mixolydian, over a bass pedal note E instead of F#.
- 3:53 Theme 3.
- 3:58 Theme 5 in A Mixolydian.
- 4:13 Theme 6 in E Mixolydian/Dorian, ending with a guitar improvisation. At 5:03 this little solo ends with the D chord. It lets the tonic switch to D for the soloing. On top of that the soloing modulates to D Dorian with a minor third.
This main theme also exists as an individual piece, called "The return of the hunch-back duke", with a live recording on "YCDTOSA Vol. V". Of interest is also the 1971 live version from "Fillmore East", where this main theme has a newly composed intro.


- 5:12 Violin solo by Don "Sugarcane" Harris in D Dorian.
- 9:10 Don Preston, who so far has been accompanying Sugarcane, is taking over with a piano solo.
- 10:38 Some more soloing by Sugar Cane with the band playing vamps and chord progressions.
- 13:35 Composed section with variations upon material from the main theme.
- 14:54 Organ solo by Zappa himself. It has a basis in E Mixolydian. It fluctuates quite a bit, touching upon B and A Dorian, and D Lydian.
- 17:12 It now turns out that this soloing was recorded live with Zappa addressing himself to the audience.
- 18:41 End.

9. Valarie

A doo-wop cover of a song by Jackie & The starlites from the fifties. It's written by C. Lewis and B. Robinson and originally spelled as "Valerie". Another recording of this song can be found on the ZFT release "Greasy love songs", where it's more located in a context where it belongs.

Kung Fu

According to the notes in the "Lost episodes" booklet by Rip Rense "Kung Fu" stems from the late sixties. He describes it as a "stalwart little polymetric piece composed in the late '60s, with acrobatic percussion passages handled with aplomb by the redoubtable MOI percussionist of the early-and-mid-'70s, Ruth Underwood". Another larger atonal composition from this time was "Some ballet music", that regrettably is available only on the "The Ark" bootleg from the "Beat the boots" series.

Kung Fu (Lost episodes), opening (midi file).
Kung Fu (keyboard part), opening (midi file).

Kung Fu, opening (transcription).

In the case of "Kung Fu" the title can be taken literally. In martial arts the element of surprise is crucial. During the opening bars 1-5 of this piece each bar has its own characteristics, not referring to a previous bar. Within a bar there are various forms of relationships between the parts. In bar 1 there's a hammering on the F note, in bar 2 the bass movement from Db to C dominates etc. From bar 6 onwards the whole becomes more melodic for a longer period. "Kung Fu" was on the setlist for the Wazoo band, but not performed until late 1972, when the Roxy band got formed. It is this version that's present on "The lost episodes" and another one can be found on the "Piquantique" bootleg, with a live version from 1973. Peculiar is a keyboard part for "Kung Fu", that I found on the net. It's in Zappa's own handwriting. The strange thing about it is that it isn't actually included in the album versions. If you would play it separately, then you get the second example from above. This keyboard part is even more erratic than the album version. Just by itself there are few structure building elements in it. Only in bars 7-10 a pattern can be recognized. In the transcription of the album version bars 3-4 in 5/8 of the keyboard part are combined to one 5/4 bar, because that's the way the drummer is beating on the "Lost episodes".


"The little house I used to live in" is one of the many examples that demonstrate that Zappa treats Dorian, Lydian and Mixolydian as equally important as major and minor. Maybe even more important given the fact that he seldom plays a solo in major or minor. The following is an overview of the number of times types of scales are used in all examples in this study:

- Major/Ionian110
- Dorian155
- Phrygian15
- Lydian73
- Mixolydian142
- Minor/Aeolian64
- Locrian4
- Varying rapidly/floating87
- Pentatonic5
- Gypsy scale2
- Indian scale1
- Whole-tone scale3
- Self-created scales3
- Atonal/chromatic98

Table of keys per song (Html page).
Table of keys per song (Excel sheet).

It doesn't lead to big conclusions from my perspective. There's a tendency to prefer Dorian over minor, both for Zappa's music in general and for the guitar solos. These are the two regular modal scales with a minor third. The uncommon Phrygian scale gets used every now and then, but not frequently. As it comes to the major type of scales the following order is Mixolydian - major - Lydian. For the solos Mixolydian and Lydian approach each other, while major moves to the background. The table contains the keys per song in the following order as they appear in in this study. It deals only with the keys in the transcribed bars. In a few instances Zappa is indecisive about a note being natural/sharp/flat or about the pedal note, so for a couple of cases one might choose for a different scale. It wouldn't affect the general idea. In many cases the scales are changing thus rapidly, that I didn't assign the corresponding bars to individual keys. It can be opened as a normal html webpage or as an Excel sheet.

Pentatonic examples, key changes and a preference for Lydian?

The keynote in Zappa's music is often determined by bass pedal notes, to a lesser extent via harmonic cadences. In the study by B. Clement, already mentioned above, the first is called the vertical approach and the second the horizontal. The difference comes out the clearest by comparing the first theme from "Uncle Meat" with for instance "You're probably wondering why I'm here". During the first theme you've got a melody being played over just one pedal note - chord combination. The melody from the latter is accompanied by a chord progression with the bass being part of these chords. This difference is directly related to when you're talking about a modulation: does a change of the pedal note/accompanying chord cause a modulation or is it a different step within the same scale. It's not possible to exactly draw a line and it also depends upon the context. In this study I'm roughly doing the following:
- When a change of the pedal note goes along with altering notes for at least a bar, I'm calling it a modulation rather than an incidental change.
- When notes get altered systematically for over two bars, with the pedal note remaining the same, I'm also calling it a modulation.
- When the pedal note changes with no notes being altered, I'm inclined to call it a different step within the same scale up to, say, three bars. But when this gets maintained for a longer period, I'm calling it a modulation as well.
G. Russell wrote a Lydian chromatic concept in the fifties, using only the vertical approach (it was written for jazz players, who improvise over pedal notes and chords). B. Clement has associated Zappa with this theory. In his response to me (see the left menu), Clement is arguing about the value of Russell's vertical approach, but that approach as such is not really the relevant part. I also look at much of Zappa's music in a vertical way and so do Steve Vai and Zappa himself. One doesn't need a Russell theory for doing so, but it does get relevant when it has consequences. This is the case for Russell and Clement. Russell has an outspoken preference for Lydian for playing major harmonies and Dorian for minor harmonies. Clement has repeatedly stated that Lydian is Zappa's most frequently used scale in his diatonic instrumental music, the field of Clement's own Lydian theory. It's also his main reason for linking Zappa to Russell. This is done is his study from 2009, his article in Music Theory Spectrum and his response to me. In his response this gets specified with a list of all instrumental songs. Everything can be found via the links to pdf files in the left menu of this site, so there's no need to repeat this here. Many examples from the mentioned titles are also present in my main study. In case there are differences, I've refrained from discussing them. Clement has also repeatedly stated that examples in Ionian and Aeolian are rare in Zappa's instrumental music. In his article you can find him talking about a general avoidance of major and minor, thus going beyond instrumental music. This is happening in his reference to Mark Spicer, the editor from Music Theory Spectrum, who approved his article. This was evidently done to please Spicer, because this reference hardly bears any significance upon the discussed material. Another thing Clement came up with, is a set of preferred and prohibited chords, briefly mentioned in the Zoot allures section. This is the more interesting part where the Lydian theory by Clement actually gets consequences. Otherwise one might think it's just two people bickering about Zappa's preferred scale.
For conceptual reasons two items should be mentioned:
1) Clement lists a lot more pentatonic examples than me. For determining scales, I think one should better follow one general method, which is listening to all parts. When melodic sections are pentatonic, but the bass part and chords complete it to a full diatonic scale (mostly Dorian in case of Clement's examples), I call these examples Dorian. I agree that there are many pentatonic passages in Zappa's music, but he seldom wrote pentatonic music for all parts over a longer period. It's not wrong to say that examples from Zappa's music can be pentatonic, but this doesn't mean that the pieces they stem from aren't Dorian anymore. The most neutral way to put it is calling them Dorian with pentatonic passages.
2) Clement's 2009 theory directs itself to diatonic instrumental music. In his article Clement newly introduces the term modal style. Vaguely defined at first as most instrumental music and some songs, this term does get clarified as situations where Zappa is applying his Lydian theory halfway this article. So it in effect says that his theory applies to what it's applicable to, which is always the case, thus offering no new perspectives. Clement does have a right to say that he finds that some songs (with lyrics) follow his theory, but he can't use them as evidence in favour of his theory. When you would like to extend your theory to a wider area, songs with lyrics in this case, then this whole field becomes admissible. Only picking out the songs that suit your theory is as a method not allowed. Vice versa you can't start dismissing instrumental examples that don't suit you when you write a theory about instrumental music. Then any instrumental example is admissible. Their nature is irrelevant.

The seventh diatonic note.

This paragraph mentions three findings, that I came along while indentifying a large number of keys.
a) It can happen that one of the seven notes, that form a diatonic scale, gets to some degree avoided. Once has to listen to or transcribe a larger number of bars to encounter an instance of the 7th note, so that a piece can be positively identified as belonging to a certain key. In some examples in this study, the 7th note is absent. In such cases it remains undecided what exactly the key is. Examples are for instance the "Overture" from "200 Motels" and bars 9-10 from the third "Village of the sun" section. Without an F/F# the "Overture" can be identified as both C major and C Lydian. One might call situations like this "hexatonic".
b) It can also happen that one of the seven notes turns up as both natural and sharp or flat. Here the ambiguity about what key the piece is in, is explicitly present. I present such occurences as a mingling of closely related scales. These examples are listed in the Guitar section of this study under the Orrin hatch on skis paragraph.
c) There's a preference to compose in keys notated with sharps over those notated with flats. While the first two findings underscore Zappa's flexibility towards scales, this third finding is musically meaningless. It's just a stupid little fact I noticed. One can change the preset sharps and flats simply by transposing from C (all natural) to B (five sharps) or Db (five flats). Analytically nothing changes and only people with an absolute hearing will be able to notice some difference in the position of the tonic. Because it has no meaning, I've not quantified this in a table.

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