At the same time as Zappa was busy preparing the recording of his orchestral scores, he was more than ever behaving as the conductor of his rock band on tour, giving highstanding and technically impressive performances. Some of the orchestral pieces also found their way on the rock albums from this period, the "Drowning witch" album (1982) including "Envelopes", "You are what you is" and "Them or us" (1984) both including sections from "Sinister footwear". The latter composition hasn't been recorded yet in its orchestral form, but the scores are available at Barfko Swill.


1. No not now

"Ship arriving too late to save a drowning witch" begins with two normal popsongs and then proceeds with an awe-inspiring combination of Zappa's composing skills and improvising capacities on guitar.

Zappa would re-use "No not now" for his "Thing-Fish" opera from 1984. It has the same tracks with overdubbed spoken texts. In the Thing-Fish the opening from "No not now" is included in combination with a version played backwards. The latter rendition has also the title written backwards: "Won ton on". Regarding its lyrics "No not now" got a sequel with "Truck drivers divorce" from "Them or us".

2. Valley girl

Next are regular and unorthodox rock 'n roll, following upon each other on the album. The first is "Valley girl", a piece for which Zappa's daughter Moon suggested the lyrics. Frank took the bait. It has two short rock themes and a vamp, over which Moon is doing her Encino accent. Moon took an acetate to a radio station and it got that much attention, that it was released as a single shortly after. It climbed up to number 32 in the billboard top 40, Zappa's only serious U.S. hitsingle. It opens in C, changing to F in bar 5 till it gets at E Phrygian from bar 11 onwards. Here the accompaniment starts vamping around the chord progression I-II-VI.

Valley girl, opening (midi file)

Valley girl, opening (transcription)

3. I come from nowhere

On the album liner notes Steve Vai gets credited for the playing of "impossible guitar parts". Vai commented that Zappa would frequently come up with try-out scores to see if it was feasible for him to do things on guitar that Zappa himself thought was impossible. Zappa himself in Guitar Player, February 1983, confides to us: "What usually happens is this: if I put another guitarist on my album, I hire that person because he can play things that I can't play. And if the music requires a certain type of performance, and the composition is the real crux of the biscuit, then you don't want to be unfair to the composition and play it yourself if you're going to play it wrong. So I get people who can do it. It's not a matter of being lazy; if there's something on a given song that I think is in my department, I'm going to play it. But if it's something that will be difficult or impossible for me to do, I'd just as soon get somebody who feels comfortable with that style and have them do it." I can only take this for granted, I'm a lousy pianist and I can't play guitar at all. I can only transcribe deducing things - like apparently it goes as such or so -, but don't ask me to play it.
The other unconventional example of rock 'n roll is the opening of "I come from nowhere", rhythmically differentiated and using an accentuated dissonant G sharp plus A. Varying meters come along, normal 4/4 and some odd ones. The 27/16 bar is a fast pattern breaking atonal movement, possibly an "impossible one" for Steve Vai. The middle of the song contains an unusual chromatic melody formation, sung over counterpoint bass lines and an ongoing rhythm guitar. A strong guitar solo rounds of this piece. It's embarrassing to see that some of his own fans didn't follow him during this time. Dominique Chevalier concluded in "Viva Zappa" that "Ship arriving too late to save a drowning witch" was second rate and the 1982 Geneva concert, released on "You can't do that on stage anymore vol. V", was stopped just before its scheduled ending because of things being thrown on stage.

I come from nowhere, opening (midi file)

I come from nowhere, opening (transcription)

The transcription covers the opening bars with:
- Bars 1-4: opening theme in F# Mixolydian, with the chord progression I-VII-I-II-IV in bars 1-2. Over the IV chord, held in bar 2, the dissonant notes G# plus A natural are played. The subsequent meters are 5/4, 4/4, 5/4 and 2/4.
- Bar 5: an atonal bar in 27/16. First it's a series of six 16th notes, next a sequence of lower thirds, half-way doubled with descant parallel notes. The movement comes at rest on the closing 5th chord.
- From bar 6 onwards the song becomes more normal rock 'n roll in B minor, mostly in 4/4, sometimes 2/4. In bars 8-9 a two bar vamp gets introduced, doing the chord sequence B-G-F#m7 in rock terms. Thus first two parallel major chords with the D altered to D# for the first one (it's a bit ambiguous about its key being B major or minor).
- In bar 20 the sung main melody begins over the vamp from bars 8-9. It's strongly syncopic and with its D always natural, it can be dissonant with the chords.

4. Ship arriving too late to save a drowning witch

The instrumental parts of the title track are an example of a composition made up of several motifs and variation parts, played in different tempi as in "Debra kadabra" from the Bongo fury section. Other than in the mostly unisono "Debra kadabra" track, the bass part in "Drowning witch" is frequently used for counterpoint movements. The general outline is that this song is made up of six blocks:

Block I, with lyrics:
- 0:00-0:38: The opening theme is a two-bars motif, free improvising around a melodic line. This line is E-G-A in bar 1, followed by A-B-G in the second bar. The bass lick lasts one bar, giving an E pedal during beats 1-2, thus setting the key to E Dorian. On beats 3-4 you've got a syncopic movement. The bass goes up to varying notes and back to E via G. The theme is played instrumentally twice during bars 2-5 in the shape of a guitar chord series: I-III-IV, IV-I, I-III 7th-IV and IV-III-I. Bar 1 is a pick-up bar, with the first chord probably stemming from the preceding song ("Drowning witch" is a compilation of various tracks, recorded live during the 1982 tour). As for the lyrics you can see that they are sometimes speech influenced, sometimes musical. In bar 6 the words "ship" and "late" are on beat, but the syllables from "ship arriving too" follow the exact rhythm of the spoken words. In bar 8 the opposite happens: "try", "keep", "date" and "with" are ticking evenly. Here this goes to the disadvantage of the spoken words: the syllables "-ing to" from "trying to keep" get oppressed to the point that they are hardly audible.

Drowning witch, opening bars (midi file)

Drowning witch, opening bars (transcription).

- 0:38-1:57. After the opening theme a through-composed block follows. It begins atonal and strongly speech-influenced. Not only the rhythm, but also the melody. See the next The man from Utopia section for more on this topic. The bass and keyboard are improvising along with Zappa. The meter remains 4/4 from the beginning of this song through bar 1 of the following example, with bass drum beats on beats 2 and 4. In bar 2 this gets interrupted for the first time with a 3/4 bar with toms on beat 3. The main drum beats are included in the example, otherwise the meter notation would become inunderstandable. In bars 5-8 you've got everything prescribed. The rhythm of bar 5 is remarkable: a 4/4 bar gets extended with one eight note to 9/8, this in combination with a sixtuplet over seven eight notes. Next the music continues in 4/4 again. The main chord progression in bars 6-8 is Fmaj7-Ab-G, making it sound diatonic again after a number of atonal bars.

Drowning witch, 0:41 till 0:59 (midi file)

Drowning witch, 0:41 till 0:59 (transcription).

Block II, instrumentally:
1:57-3:12. This is the larger instrumental block from this song. It's a series of smaller themes and motifs. Next are three examples from this section. It's abstract atonal music. With it's smaller time units, the third example is being played in a thrilling high tempo, especially when the 16th notes occur. The first example deals with playing around the Ab note, varying the rhythm within a 9/4 meter. The third one contains various forms of sequences in bars 1-8, to end with deliberate irregular strings in bars 9-11. Combined with the high tempo and abstractness of the string in bar 9, it's almost as if the band is firing notes at you with a machine gun.

Drowning witch, 2:30 till 2:38 (midi file)
Drowning witch, 2:38 till 2:44 (midi file)
Drowning witch, 2:47 till 3:03 (midi file)

Drowning witch, 2:30 till 2:38 (transcription).
Drowning witch, 2:38 till 2:44 (transcription).
Drowning witch, 2:47 till 3:03 (transcription).

In the booklet for "YCDTOSA vol. III" a second version of "Drowning witch" got included. Zappa comments: "This a hard song to play. How hard? The 1984 band never played it correctly during the 6-months tour, and the 1982 band only managed to get close on one occasion. This edit collates the best efforts of both groups." The difficulties of the song are getting clear from the examples above. You have complex rhythmical figures as the sextuplet within a 9/8 meter and the section between 2:38 and 2:44. As noted by Elmar Luksch (see the links) it contains a 9/8 bass figure, played as 4/4 extended with one eighth note. Over this a lead melody is played, that subvides the 9/8 meter into 6, thus becoming six beats lasting 3/16 each. The lead melody is also syncopically bound with the previous bar, so the effect you're getting is that the lead melody seems to float over the bass figure without having a direct relationship with it. Only at one point per bar the bass and lead melody are equal. The upper lead melody is played in the shape of three descending parallel fifths, in dissonance with the bass and middle part. Next you've got the mingling of tonal and atonal music in this song, tempo changes and very fast episodes. The irregular strings must have needed time to memorize. At a detail level the "Drowning witch" and "YCDTOSA vol. III" versions differ in many aspects, so even for a complex song like this, Zappa stuck to his habit of changing songs during tours. The metronome tempos of a fourth note in the examples used in this section are:
- Opening bars: 105.
- 0:41 till 0:59: 105.
- 2:30 till 2:38: 135.
- 2:38 till 2:44: 200.
- 2:47 till 3:03: 165.
- 4:40 till 4:52: 100.
- 11:07 till 11:17: 130.
The 1982 album version is a highly edited compilation of tracks from the 1982 tour from a number of concerts. Zappa comments in Guitar Player, February 1983: "Do you know how many edits there are in "Drowning witch"? Fifteen! That song is a basic track from 15 different cities. And some of the edits are like two bars long. And they are written parts - all that fast stuff. It was very difficult for all the guys to play that correctly. Every once in a while, somebody would hit the jackpot, but it's a very hard song to play. So there was not one perfect performance from any city. What I did is go through a whole tour's worth of tape and listen to every version of it and grab every section that was reasonably correct, put together a basic track, and then [I] added the rest of the orchestration to it in the studio."

Block III, first guitar solo:
3:12-6:45. This is an relatively unusual solo. The meter is 9/8 and there's a lot of ambiguity about the tonic and scale used. The bass vamp has F and A competing as pedal notes. During the intro it's played as the descending line F-F-E-D-A, setting the accent on F. When the soloing starts, the opening F is replaced by a pause on the downbeat, so it sounds like the first beat becomes syncopically bound with the A from the previous bar. So the A starts to function as tonic, more than the F. Towards the end the F returns as opening note. As it comes to the scale a lot of chromaticism is going on. The mostly used series are:
- A-B-C-D-E-F-G#: A minor (the common variant with a major 7th).
- A-B-C#-D-E-F-G# and A-Bb-C-D-E-F-G#: self-created scales, sort of Gypsy type scales with F-G# as an augmented second in it.
In the example below you have A-A# (Bb), G-G# and C-C# next to each other, showing the degree of chromaticism in this solo. In the background harmony by the keyboards you always have a G# and the notes mosty used by the keyboard are the ones from the E7 chord, often as arpeggios. The example begins with a dissonant feedback chord, howling softly.

Drowning witch, 4:40 till 4:52 (midi file)

Drowning witch, 4:40 till 4:52 (transcription).

Block IV, instrumental interlude:
6:46-7:14. A relatively short block, made up three smaller themes. The first is a melody over a chord progression, the second a string of unisono 16th notes. The third is a guitar melody over F# pedal.

Block V, second guitar solo:
7:15-11:06. Other than the first above, this one is more like a regular Zappa solo. It's stable in B Dorian and the meter is 12/8.

Block VI, instrumental outro:
11:07-12:03. The following is a section from the outro. It's part of block with a chord sequence in a plain 3/4 waltz rhythm. The bars begin with one beat with quarter notes evenly held, followed by two lightly staccato beats. The bass is giving an F# pedal note and puts his own accents elsewhere occasionally, as on beat two in bar 3. The notes of the chords are played by different instruments, spread out over the stereo field. For the chords Zappa is mingling three appearances of the minor type scale:
- F#-G#-A-B-C#-D-E: F# minor (Aeolian).
- F#-G#-A-B-C#-D-E#: F# minor (the standard variant with a major 7th).
- F#-G#-A-B-C#-D#-E: F# Dorian.

Drowning witch, 11:07 till 11:17 (midi file)

Drowning witch, 11:07 till 11:17 (transcription).

Over the F# pedal note, the chord progression in the example is:
- bar 1: E-A-E.
- bar 2: C#-Bsus2-F#m.
- bar 3: F#sus2-C#-Aaugm.
- bar 4: A-E-F#m.
- bar 5: Dmaj7-B-B.
- bar 6: C#-F#m-F#m.
If you would continue you would also get at a chromatic sequence in bar 13:
- bar 13: F#m-F-Asus2.
On the F chord the F and C once appear as natural in this section. Of the series F#m-F-Asus2, the A they have in common is held as the upper note and you've got a chromatically descending fourth for the other two notes of the chords: C#+F# => C+F => B+E. In the next bar there's no such pattern. The transitions are kept fluid because about all chords have notes in common with the previous chord, which is the norm for traditional harmony. Thus Zappa can do it this way, but he can also bluntly jump from one chord from one scale to another chord from another scale without binding notes, like in "Uncle Meat" or "Would you like a snack".
- bar 14: B-D-C#.

5. Envelopes

This is the rock-band version of "Envelopes", a modern atonal piece that was also orchestrated for the L.S.O. recording. The previous L.S.O. section contains an example from this composition. There are many differences between these two versions. The original version on the ZFT release "Odeon Hammersmith" goes different as well.

6. Teen-age prostitute

In January 2016 I was invited by Jos Zwaanenburg of the Amsterdam Conservatory to listen to a smaller Zappa concert during their open house (January 23th). On the program were among others "The Black Page" and "Teen-age prostitute", so I proposed to include an example from the sheet music they used for the latter song. "Teen-age prostitute" doesn't have real themes. Rather it is made up of a series of phrases:

- 0:00 Intro with the guitars and bass hammering on the E.
Block with lyrics
- 0:05 Phrase 1 (She's only seventeen ...), played three times.
- 0:12 Phrase 2 (She's a teen-age prostitute).
Instrumental block
- 0:14 Phrase 3.
- 0:19 Phrase 4.
- 0:21 Phrase 5.
- 0:29 Phrase 6, played twice.
Block with lyrics returns
- 0:39 Phrase 1 (She ran away from home ...).
- 0:46 Phrase 2.
Instrumental block returns
- 0:49 Phrase 3.
- 0:53 Phrase 4.
- 0:55 Phrase 5.
- 1:02 Phrase 6, played twice.
Second block with lyrics
- 1:12 Phrase 7 (I have got a pimp ...).

Teen-age prostitute, section (midi file)

Teen-age prostitute, section (transcription).

First block with lyrics returns instrumentally, followed by another return of the instrumental block.
- 1:27 Phrase 1. The example above starts with the third repetition at 1:32. The meter is standard 4/4 and most of the rhythm in this song is regular. The scales on the other hand are only implied with altered/chromatic notes turning up all the time. It's one of the many examples I'm calling multi-scale in the Burnt weeny sandwich section, with many scales getting touched upon only briefly. In bar 4 the implied scale is C Mixolydian.
- 1:35 Phrase 2. The music is diatonic, but the bass is moving too much to confirm a tonic.
- 1:38 Phrase 3. Bar 3 in 3/4 is chromatic. Bar 4 is in 4/4 again, with the implied scales being C# Locrian during beats 1 and 2, and C Lydian during beats 3 and 4.
- 1:42 Phrase 4. An ultrafast descending chromatic line in 6/8. It turns up three times during this composition with the details being different, so it's probably improvised along the idea of six times four 32nd notes and six eighth notes for the bass.
- 1:44 Phrase 5. The music returns to 4/4 again. The bass part features a descending chromatic line. In following order:
1) Bass G# with the F#m chord, implying G# Locrian or Phrygian.
2) Bass G natural with the F#m7 chord, implying G Lydian.
3) Bass G natural with the Ab chord, implying G Phrygian.
4) Bass F# with the Ab chord continuing. This is transitional with the combination not being a standard datonic scale.
5) Bass F# with the G chord, implying F# Locrian or Phrygian.
6) Bass F natural with the G chord continuing, implying F Lydian.
- 1:51 Phrase 6. Rock music in E Locrian as the best fitting scale for the whole. Altered notes can turn up. The keyboards are playing an upwards parallel movement of fourths, always before beat. The example above stops at 1:57.
First block with lyrics returns for the last time
- 2:01 Phrase 1 (The tiny little pants ...).
- 2:08 Coda.
- 2:19 Applause, fading out. At this point it comes out the best that various tracks were recorded live. At a few other instances the audience can be heard lightly in the background.
- 2:40 End.


"Them or us" opens and ends with a cover song, as earlier on "Burnt weeny sandwich". The ending song in this case is a Gregg Allman composition, called "Whipping post". Zappa continues in Guitar Player, February 1983:
FZ: "It started out ten or twelve years ago when some guy in the audience at a concert in Helsinki, Finland, requested it.
GP: "In English?"
FZ: "Yes. He just yelled out "Whipping Post" in broken English. I have it on tape. And I said: "Excuse me?". I could just barely make it out. We didn't know it and I felt bad that we couldn't just play it and blow the guy's socks off. So when Bobby Martin joined the band and I found out that he knew how to sing that song, I said "We are definitely going to be prepared for the next time somebody wants "Whipping Post" - in fact we're going to play it before somebody even asks for it". I've got probably 30 different versions of it on tape from concerts all around the world, and one of them is going to be the "Whipping Post" - the apex "Whipping Post" of the century."
And so it was done on "Them or us" and "Does humour belong in music" (1985), the latter with Dweezil joining Frank on guitar. The Helsinki guy requesting it also reached a CD with "What you can't do on stage anymore, vol. II", introducing "Montana". Zappa's recollection here wasn't perfect. He actually replied with "maybe can you sing us a few notes so that we can play it". So the guy in the audience sang "woo woo woo" and Zappa answered that it must have been a John Cage composition.

Sinister footwear II

In 1984 The Berkeley Symphony Orchestra perfromed a Zappa program on two subsequent evenings under the title "A Zappa affair". This program included the premiere of a three-part orchestral work called "Sinister footwear", half of it already known via Zappa's rock albums, but the other half being entirely new. The pieces were both presented and performed as ballets with huge puppet figures appearing on stage (the letters below correspond with scenes of the ballet, as indicated in the score). The two shows were well recieved. One show was recorded for a radio broadcast, but Zappa didn't find it good enough for an album release. Since costs had went way over budget, no further steps were taken, leaving the complete orchestral version of "Sinister footwear" still waiting for a regular release on CD. In this section, I'm using the following abbreviations for the currently available sources for "Sinister footwear":

- SF I-III: The full orchestra sheet music, movements I-III.
- BTB: The 1984 radio broadcast with the Berkeley Symphony Orchestra playing live (from "Beat the boots", vol. III).
- TOU: The rock band version of Sinister footwear II on "Them or us".
- YAWYI: The rock band version of Sinister footwear II on "You are what you is".
- GB: The Frank Zappa guitar book.

The availability of Zappa's orchestral scores for the general public has become difficult. Currently these scores are only for rent for orchestras that would like to perform this music. Till 2015 I could use a few examples published elsewhere and transcriptions done by meself. In 2016 I managed to get a look through the complete score and I could include two more examples, this time from the original score. See below at the instrumentation section for examples from "Sinister footwear I". The "Sinister footwear II" rock-band version on "Them or us" is made up of a couple of blocks, that I'm describing below. The orchestra version continues after that with the other half of this movement, not included in any of Zappa's own official CDs.

- TOU 0:00-0:38, SF II bars 1-16, BTB 9:14-10:02. Opening sequence.

L) "What you think you look like while you're wearing them".

A figure of 2 bars, repeated once, gets varied upon three times. The bass folows a descending line: C# - C natural - B - Bb. It's one of many examples I'm referring to as multi-scale in my table from the Burnt weeny sandwich section. In this case the figures are made up of outtakes from diatonic scales. They begin with notes from one scale and move over to notes from another one. How one would like identify the keys depends upon how you look upon it, so I'm not making a specific attempt here. The figures are made up of a series of 6 eight notes in the first bar, followed by a major triad in the second bar. Like the bass, the position of the triad keeps descending a minor second each time. The series of notes always begin with a minor third (plus an octave), so the implied scales are a minor type key and a major type key. During bars 9-12 all notes belong to the same scale. In this case the key can be positively identified as B minor (Aeolian) and then A chord can be seen as step VII in this scale. The bass from the first bars mostly continues during the second bar. A couple of instruments are playing the melody with some minor differences between them. Sometimes notes get held, sometimes extra notes get added to the melody. So on paper these figures don't look identical. The melody keeps using different intervals. Indicated by the number of minor-second steps, these intervals are:
- bars 1-4: 12-15-3-8-5, followed by the F chord.
- bars 5-8: 12-15-7-7-11, followed by the G chord.
- bars 9-12: 12-15-16-11-7, followed by the A chord.
- bars 13-16: 12-15-8-11-3, followed by the Ab chord.

Sinister footwear II, opening (midi file)

Sinister footwear II, opening (transcription).

The orchestra version is richer in its instrumentation. All notes during the sets of two bars are played as sustained notes by the string section and a grand piano. Thus the accent comes to lie on building up a large chord, spread out over three octaves. A contrast is made with the first movement where the weight lies on the melody. The other instruments play these notes as a melody, simular to the rock band version. The held chord in bar 2 is thus much bigger than in the example above, but without improvised harmonic fill-in.

- TOU 0:38-1:12, SF II bars 17-32, BTB 10:02-10:42. Second sequence.

Again you've got a descending bass line, Bb-A-Ab-G. Now the guitar enters the picture and the whole becomes atonal. The example above contains the first six bars form this block.

M) "Sometimes they make you walk funny".

- TOU 1:12-1:44, SF II bars 33-48, BTB 10:42-11:24. Citation from "Wild love" from "Sheik Yerbouti".

- TOU 1:44-5:44, not present in the orchestra score.

- 1:44 Repeated figure in B minor.
- 2:18 Melody in Ab Lydian over two alternating bass notes.
- 2:41 Guitar solo over a vamp in G Phrygian.

N) "Other people pretend not to notice".

- TOU 5:44-8:29, SF II bars 49-112, BTB 11:24-14:15.

- 5:44 The figure in B minor returns. The example below begins with its last repetition.
- 6:17 This is a section related to "The black page", harmonically and rhythmically unpredictable. Like "The black page" it includes irregular rhythmic groupings, that in this case are played over 3/4. Harmonically it's in the grey area between tonal and atonal. The tail of the repeated introductory melody in bars 1-4 is in B minor (with the augmented 7th (A#)). When the lead melody starts it briefly continues in B minor, but soon it gets impossible to assign sections to keys. See the example below, with the opening of this section. Still you can recognize strings from various diatonic scales.

Sinister footwear II, 6:08 till 6:32 (midi file)

Sinister footwear II, 6:08 till 6:32 (transcription).

O) "Sometimes you have to take them off for a minute".

- TOU 8:29-8:39, SF II bars 113-120, BTB 14:15-14:41.

- 8:29 Coda for the album version.
- 8:39 End on "Them or us".

P) "Then you put them back on because you think they look so good on you".

- SF II bars 121-154, BTB 14:41-15:41.

Swift melodic lines in varying meters alternate with sections with longer note values. These second sections are making use of chord progressions withmany sections from the orchestra participating. Here Zappa is writing orchestra music in the traditional sense. In character much different from the first movement and these are examples where the tendencies as described by Arved Ashby, as well as the ones by me for movement I, don't apply (see below). The next example contains the closing bars op scene P and the opening of scene Q.

- bars 150-154: a chord progression for the string section and bass guitar in 7/8. The discant instruments are playing a parallel movenent with suss4 chords, Gsus4-Asus4-Bsus4, while the bass section is playing a Bb-Gb-C counter-movement. The whole sounds as a sequence of enlarged chords from diatonic environments, but not belonging to a particular scale.
- bar 155: a transitional bar for the next scene with a short melody over a dissonant chord, D-F#-G#-A, changing the tempo.

Q) "Children can also have ugly shoes".

- SF II bars 155-243, BTB 15:41-17:32.

Sinister footwear II, bars 150-163 (midi file)

Sinister footwear II, bars 150-163 (notes).

- This whole scene is in 3/4, rhythmically straightforward with the quarter and eighth notes as time units. Other than in many sections from "Sinister footwear", there are no rhythmic difficulties whatsoever in this part, not even triplets are occurring. This is the way Zappa likes to vary, also within a single composition. This also goes for the switching between diatonic and atonal, and between the melodic and harmonic writing styles. The example from above continues as:
- bars 155-158: a gentle lead melody is played by the bells, chimes, vibraphone and two of three violin sections. The harmonies start as diatonic, simply with a triad upon F, and are gradually becoming more dense.
- bars 159-160: just in a few seconds the sound has changed from easy diatonic music to complex atonal harmonic fields. It's all played lightly with the overall relaxed atmosphere remaining intact. Instead of the triad of bar 155 you now have D-C#-F#-A-B-E-G# and B-F(E#)-Db-Ab-C-Eb as chords for bar 159.
- bars 161-3: the accompaniment returns to a much less dense consonant chord, G#-Eb-Bb-C, before getting more complex again.

R) "The food doctor says you might need an operation".

- SF II bars 244-251, BTB 17:32-17:57. Variation upon the opening of scene L.

S) "But you are going to wear the anyway" and T) "Various new postures".

- SF II bars 252-280, BTB 17:57-19:16. Atonal piano chords and a bass line along a full use of the large percussion section of the orchestra. This is a rather unusual combination, more like an ensemble playing by itself. Some of the chords from the preceding are returning, but with large distancies between them, so this turns out to be a modern jazz like variation.

U) "Everybody has a pair somewhere".

- SF II bars 281-317, BTB 19:16-21:03. The orchestra playing in full again.

Sinister footwear III

- SF III, BTB 21:03-26:05, YAWYI track 5, GB pages 206-212.

Theme from Sinister footwear III, 2:30 till 2:53 (midi file)

Theme from Sinister footwear III, 2:30 till 2:53 (transcription).

Part III is built around guitar solo, that appeared on "You are what you is" and that Zappa asked to be written out. The solo itself stems from the 1978 fall tour. It was first known carrying the title "Persona non grata". It is this exact solo that Steve Vai transcribed for the Guitar book, including the drum part. The differences with the "Theme from Sinister Footwear III" as it can be found on "You are what you is" are:
- The whole track got sped up with a minor second, thus moving from E Lydian to F Lydian. The section above is from the part where Zappa is mingling F major and F Lydian by also using a Bb (via parallels, but also as a separate note). See also the Guitar book, page 212, first half.
- The drum part in the Guitar book is a different one, thus Zappa took the solo from the live track apart and overdubbed a new bass and drum part.
- He had Ed Mann doubling the guitar line on marimba and bells.

The guitar line in the "You are what you is" example from above is not completely identical to the Guitar book version. These minor differences with the Guitar book appear to be caused by the newly recorded bass and drum part, that goes synchronous though not 100% the same. In bar 4 there's a more substantial difference. In the "Persona non grata" version the drumset is playing densely at this point, on "You are what you is" more details of the guitar line get out into the open.
It is this last part III that causes most performing difficulties. The guitar part, with all its irregular rhythmic groupings, went almost literally that way into the orchestra score. Here again there are doublings prescribed for this part. The best way to get it correctly on CD is in my opinion to proceed the same way as Zappa did for "You are what you is", namely by overdubbing instruments. To have different people play it at the same time and be synchronous for the whole track at once, that's asking a lot.

The orchestral version of "Sinister footwear" is in my opinion a masterpiece, one that in this case got officially released in the sense that the score is or has been available during a certain period. It is known among fans via the "Apocrypha" bootleg with the 1984 performance and some people who read notes and managed to get a copy of the score. The Berkeley version lasts 26 minutes and consists for half of music unreleased on CD. The corresponding section of the above example can be found at 24:50 through 25:25, beautifully orchestrated (bars 81-92). It leaves a dissatisfying aftertaste that the availability of Zappa's modern music on CD is incomplete. Especially when you take into account that the "Times Beach" wind quintet and the "None of the above" string quartet from 1985 are also only partially released on "The yellow shark" via some of their movements. In 2009 the "Sinister footwear" bootleg recording became part of "Beat the boots III", downloadable via and i-tunes. With the status of this recording thus turned legal and an acceptable sound quality (for a bootleg), a small step has been taken in bringing "Sinister footwear" to a wider audience.

Berkeley Symphony Orchestra

A screenshot from the history page from the Berkeley Symphony Orchestra site (, mentioning the Zappa affair program, when "Sinister footwear" got premiered. The recording for the radio broadcast of this event didn't get included in Zappa's own official CD catalogue. Via a detour it eventually did become legally available nevertheless by its inclusion in "Beat the boots III", a reasonable bootleg copy. After 30 years "Sinister footwear" is still waiting for a regular release.

Marque-Son's chicken

"Marque-Son's chicken" is an example of using various themes in odd numbered metres. Melodically he's mixing atonal and diatonic material, as well as traditional and untraditional chords. The transcribed part below of the written out theme consists of:
- Bar 1: a guitar riff in 13/16, repeated four times, written out for Steve Vai. It's an atonal progression with some counterpoint and harmony.
- Bars 2-3: an atonal arpeggio figure. Bar 2 in 14/16 gets repeated three times, bar 3 is a final repetition slightly different in 15/16.
- Bars 4-5: a diatonic chord progression in normal 4/4. It begins in E, but ends with altered notes. The higher keyboard chords are regular 5th chords. The bass however is playing a counterpoint line and extending the harmony to larger chords.
- Bar 6: a short bass riff in 9/16, combining D#-E-F# and repeated four times.
- Bars 7-18: a sequence of arpeggio figures in 10/16, all diatonic and using various scales and chord types. When you take the bass notes as key note and root note of the chords, then bars 7-8 are in E Phrygian with a I 13th chord, bars 9-10 are in F Lydian with the I chord, bars 11-12 are in E minor with a I 9th chord etc. It's a series of six variations upon a movement going up and down in the shape of something like a W upside down. The idea reminds me of the first two preludes from The well-tempered clavier I by Bach; it sounds more modern because of the use of enlarged chords.

Marque-Son's chicken, opening (midi file)

Marque-Son's chicken, opening (transcription).

Frogs with dirty little lips

By 1984 Zappa had his whole family cooperating on his albums in one form or the other. He included rhymes from the still very young Diva and Ahmet in two of his songs, respectively "Chana in de bushwop" (from "YCDTOSA Vol. III") and "Frogs with dirty little lips". The music from the latter is transcribed below. It's made up of three themes that are repeated three times. It opens in A minor with a sometimes syncopic bass riff with some "swamp" accompaniment by the percussion, a descending guitar note and some wooden flute. Over this riff he's singing the verses with a low nasal innuendo tone (bars 1-6). It's rather dark here. The next 4 bars take the melody upwards, while other instruments join in. Via various scales the key gets ultimately led to A. Then the song becomes joyful with the tune from bar 11 onwards. This last theme of four bars is used for the coda. During this coda it keeps getting repeated with the vocal part gradually withdrawing. In bar 18 higher keyboard movements enter the picture, played via chords with fourths and fifths. At the end it's all instrumental with these extra little keyboard sequences, that are emotionally touching. The midi file suffers a bit from that my editor can't play glissandos.

Frogs with dirty little lips, 1:11-1:59 (midi file)

Frogs with dirty little lips, 1:11-1:59 (transcription).

Other tracks from Them or us

- The "Them or us" rendition of "Sharleena" is a re-recording of the "Chunga's revenge" track with the same title. The bigger difference is the inclusion of a solo by Dweezil Zappa. The earlier "Chunga's revenge" version gets dealt with in the corresponding section.
- The You are what you is section of this study contains the opening bars from "Stevie's spanking" as an example of rock 'n roll.
- "Baby take your teeth out" is present in the Does humor belong in music section for its lyrics.


"Nothing beats two guitars, bass, drum", Lou Reed says in his "New York" CD liner notes, describing the basic rock band sound. By just looking at Zappa's rock group through the years you'll always see that Zappa wanted more than the basic sound. He would only go on tour with at least a five piece band. You can mostly see keyboards, wind instruments and percussionists added to the basis of guitar, bass and drum. What is specifically Zappa is that the less common instruments are not there to fill in the sound, but to play lead melodies and solos all equally important as the standard instruments.
Many Zappa compositions have a single melodic line as their origin, a written out lead sheet. The "Uncle meat" and "King Kong" scores as presented in the "Uncle meat" CD booklet are two examples: the plain melody with chord symbols, of which the root can be taken as pedal note. For each band that played these pieces the instrumentation got redefined anew. All "Uncle meat" executions have a different set up. The pitch may differ, the pedal notes may differ, the harmony and counterpoint are filled in each time anew. First Zappa often doubles the melody by having more people play or sing the same part. It can be unisono, parallel octaves and sometimes thirds and fourths. Every now and then other intervals can be encountered as well. Characteristically he doesn't want the doubled parts to blend, but to remain individually audible, like guitar and vibes or keyboards and brass. For the singers you'll hear that they usually don't sing unisono, but in parallels. Secondly you get a harmony fill in. The on beat chords in "Uncle meat", as shown in the corresponding section in this study, follow the lead sheet literally. Thirdly there are counterpoint figures. When I started this study I took over "Uncle meat" from the Songbook (melody, chords and pedal notes), doubling the melody for the stereo effect. When I relistened and wondered why the CD version sounded so much better, I noted I missed a complete part, namely the counterpoint figure that's now included.

When Zappa wrote for an orchestra he took this same attitude with him. In the 19th century orchestras were getting bigger and bigger and orchestration was becoming a discipline by itself, involving which groups of instruments could be combined, which instruments could be used for certain effects within a context and which instruments shouldn't be used at the same time. Richard Wagner was in expert in intoxicating his audience with infinite variations upon his main themes, at some points intimate, elsewhere leading to a big orchestral blast as with the 2nd theme from Parsifal in bars 69-72 of the Overture. From this romantic perspective most people are used to, Zappa's orchestration can be seen as careless, not making full use of the possibilities of a symphony orchestra.
It is this subject an article by Arved Ashby in The Musical Quarterly, winter 1999, is about. It carries the title "Frank Zappa and the anti-fetishist orchestra" and demonstrates how Zappa deliberately departed from the traditional orchestra sound. You'll have to wrestle through the pile of intellectual baggage some academics deem necessary, but otherwise this article is sincere and worthwhile. In pieces as "Bogus pump" (called cheesy fanfare music by Zappa on the L.S.O. vol. II cover) or "Strictly genteel", a big closing waltz, Zappa still had an eye for traditional orchestration, as he had also done very early in his career in the closing part of "The world's greatest sinner" orchestra score. See also the examples in this study. In his later completely atonal works as "Mo 'n Herbs vacation" and "Sinister footwear I" this is mostly gone.

Sinister footwear I

A) "Jake, who designs it".

- SF I bars 1-19, BTB 0:00-1:16 (see above for the abbreviations).

The first movement from "Sinister footwear" opens with variations around a rhythmical figure in different meters and tempi. This figure knows a repeated F descending to an E, varied upon a couple of times. Bars 1-5 are still leaving it undecided if the composition is going to be atonal or diatonic, but from bar 6 onwards all is atonal. The same goes for the other two examples below from movement I.

Sinister footwear I, bars 1-11 (midi file)

Sinister footwear I, bars 1-11 (notes).

B). This block is given no initial title, but a large number of scene descriptione are written below the bars. Jake enters his shoe factory for going to work.

- SF I bars 20-53, BTB 0:16-2:47.

Sinister footwear I, bars 20-27 (midi file)

Sinister footwear I, bars 20-27 (notes).

In bar 20 a small theme or motif gets introduced that gets varied upon over a larger period, thus forming a large sequence. The set-up in bars 20-27 shows what Zappa does a lot in his later orchestral works. There's a lead melody led rapidly over various instrumentation groups, that are individualistic rather than moving fluidly from one group into the other. There are longer harmony notes, lasting over more than a bar. Dissonant strings in bars 21-23 ultimately are leading to a consonant combination of saxes and harp in bar 27. There is some counterpoint movement present in the bass guitar part in bars 24-27.
The variations continue till bar 53. The meter continues being 4/4 for this whole block of bars 20-53 with the main time unit constantly being an eighth note. In this manner these bars form a contrast with many other sections of "Sinister footwear", that can contain wild irregular groupings.

- SF I bars 53-63, BTB 2:47-3:13.

Strings of 16th notes, led over various sections from the orchestra. Indicated as swing.

C)"Illegal aliens on a lunch break".

- SF I bars 64-73, BTB 3:13-3:37.
A couple of gentle bars with held notes, supported by a percussion section ticking 16th notes.
- SF I bars 74-81, BTB 3:37-3:56.
Strings of notes turn up again in varying meters and rhythms. The rhythm of bars 80-81 is indicated as Latin.

D) "At the catering truck".

- SF I bars 82-104 BTB 3:56-4:43.
The music continues in 5/8. Now many fast strings of notes with irregular groupings are entering the picture. Bars 98-104 form a brief pause.

E)"Jake eats a molded jello salad".

- SF I bars 105-115, BTB 4:43-5:06.
A variation upon the opening block A).
- SF I bars 116-136, BTB 5:06-5:54.
A block with a constant 3/4 meter, but much varied as it comes to the rhythmic subdivision of this meter. Till bar 130 every single bar contains a different rhythm. While most of mvt. I is atonal, bars 121-123 are briefly approaching a diatonic way of writing.

F) "Jake's secretary" through K) "Ugly shoes on the assembly line".

- SF I bars 137-206, BTB 5:54-9:14.
Here you've got six blocks with a 3/4 meter alternating with a 5/8 or 7/8 meter. The blocks in 3/4 are described as a Jazz waltz feel, the ones with the odd meters as Latin feel.

Sinister footwear I, bars 137-148 (midi file)

Sinister footwear I, bars 137-148 (notes).
Sinister footwear I, part of bars 125-6 and 195-7 (notes).

Apart from the opening block, most of the first movement of "Sinister footwear" is centered around a through-composed melodic line. This is effectuated by a number of elements:
- Instruments are playing unisono or in parallels. The melody is led through a wide range of combinations of instruments, using a large orchestra. These combinations change every few bars. As said above, Zappa prefers non-blending combinations. In the example above it's saxophones and vibes during bars 137-141 and 147-148, and trombones and vibes during bars 142-147. As almost a custom, adaptations to the score were made on the spot during the actual performance. The Berkeley Symphony Orchestra, as most orchestras, has no saxophone section, and none was added. On this occasion the saxophone part is played by the trombones. Moreover the electric violin got skipped and the drumpart is also mostly absent.
- The rhythm is kept basically the same for all parts. Only occasionally you can find a divergence of rhythms, as in bar 125. At this point you've got an eight-tuplet for the melody, 3/4 subdivided by four for the bass, and standard 3/4 by the drumset. In the score you've got the drumset ticking 3/4 in bar 148, while the melody plays a quintuplet.
- Counterpoint figures/contrary movements occur little and not very explicitly, like the bass during beat 1 of bar 138.
- Harmonies can be formed by the parallels of the melody or by held notes. In the example above you've got a number of glissando notes for the string section. During bar 125 the saxophones are playing a clustered dissonant, 14-1-2-1-2-1 as minor second steps. On beat one of bar 126 it's 14-1-2-2-1-3, on beat two 8-1-6-1-2-5. During beat 3 it's a parallel movements again, using 14-1-2-2-1-3. At the start of bar 127, the melody lands on 14-1-2-1-2-1.
Contrary movements happen as well, as for the clarinet part of bars 195-7. Since the melodic lines remain relatively close and the rhythm is the same for all clarinets, the whole sound as a chord progression rather than a combination of individual line. This mixed writing style is more common in Zappa's orchestral music.

Though each of these elements occur frequently in Zappa's music, none can be taken as typical. For that matter the divergence between just the orchestral works among themselves is too big to draw such conclusions. The character of "Sinister footwear", for instance, changes overnight with the beginning of movement II. See above for movements II and III of "Sinister footwear".

Naval aviation in art?

"Naval aviation in art?" is an exceptional work in Zappa's output, because it's specifically dealing with instrumentation all through this composition. The central element are held notes, that every few bars change position via a string of (mostly) 32nd notes (staffs 1-2 of the "Orchestral favorites" example and and staffs 6-7 of the "The perfect stranger" example). These notes are called the melodic notes in the tables below. It can be seen as a huge sequence. The other parts hardly play melodic lines, but harmonise this sequence via single notes coming up and disappearing again. The wealth of atonal chords and sound combinations is amazing. When Zappa wrote for orchestras, larger ensembles or jazz big bands, it always sounds thus natural as if he had been doing so all of his life. The actual number of instances that he could work in this way are relatively few. His financial means grew through the years, but there's no real juvenile and mature Zappa. He could step into things straight ahead.

Naval aviation in art? (Orchestral favorites), bars 1-7 (midi file)
Naval aviation in art? (The perfect stranger), bars 1-12 (midi file)

Naval aviation in art? (Orchestral favorites), bars 1-7 (notes).
Naval aviation in art? (The perfect stranger), bars 1-12 (notes).

According to Gail Zappa "Naval aviation in art?" stems from the "200 Motels" period, with the title taken over from a magazine photo featuring navy employees in a specific line-up (liner notes from the "Greggery Peccary & other persuasions" CD by the Ensemble Modern). It first appeared on "Orchestral favorites" and got recorded again for "The perfect stranger" in a much different version. The first thing that's directly noticable is the tempo difference. Bars 1-12 from above last 27 seconds on "Orchestral favorites" and 47 seconds on "The perfect stranger". Other differences are numerous. "Orchestral favorites" begins with a pick-up bar with 32nd notes and a 16th note by the flutes (two flutes are used for the stereo field). The 32 seconds notes in bar 1 and 3 are by a single violin, thus no clarinets, and played an octave higher than the viola on "The perfect stranger". The 32 seconds notes by the flutes are present again in bar 4 with no comparable notes on "The perfect stranger". The harmony notes from bar 6 onwards are played by different instruments, etcetera.

1979 version:
Bar number Melodic notes Harmony notes
- Bar 1 Ab, D#
- Bar 2 Ab, D#, B
- Bar 3 A, D#, B
- Bar 4 A, D#, E
- Bar 5 Ab, D#, E
- Bar 6 Ab, D#, B F, E, C#, D
- Bar 7 A, D#, B F, E, C#, G, C, D

1984 version:
Bar number Melodic notes Harmony notes
- Bar 1 Ab
- Bar 2 Ab, B, D#
- Bar 3 A, B, D#
- Bar 4 A, E, D#
- Bar 5 Ab, E, D#
- Bar 6 Ab, B, D# E, C#, D, C, F#
- Bar 7 A, B, D# F, E, C#, D, C, F#, G
- Bar 8 A, E, D# F, E, C#, D, C, F#, G
- Bar 9 Bb, E, D# F, C#, D
- Bar 10 Bb, D, E, C# F, G, C#, D, C
- Bar 11 B, D, E, C# F, G, Bb, C, B
- Bar 12 B, F, G, E A, G, C

Both versions begin calmly with three notes sounding for bars 1-5. From bar 6 onwards things are getting dense. The number of notes sounding incombination varies between 6 and 10. In bar 7 from the 1984 version you're approaching the whole chromatic scale being played at once. It is to be noted that Zappa little doubles the parts. Most instruments play their own notes. The permanently changing instrumentation, combined with the extensive use of dynamics, makes that the composition remains transparant.
This piece gets dealt with extensively in the Martin Harraiz study, pages 211-227 (see the literature section). It begins with noting that this piece is indeed exceptional in Zappa's output: ""Naval aviation in art" is an atypical work of Zappa. By this we mean that most of the more or less general principles observed thus far are not present in this work: there is no particular 'melodic line', nor are the striking rhythms present, that are often speech influenced and dense. It not only contradicts his compositions for orchestras but for virtually any medium." So Martin doesn't interpret it as a sequence as I did above, but also takes the notes I indicated as melodic as to be seen as just held notes. This study is in Portuguese, so it's translated here with some liberty.
Next the origins of this work and its different versions get commented upon, starting with: "Like most pieces of Zappa, it's difficult to pinpoint the exact date when this work was composed: its first version is best known as a recording from 1975 (included in Orchestral favorites album, released in 1979), but could already be heard, much larger in instrumentation, as background music in a dialogue in the movie 200 Motels (1971). A catalogue of the 1990s by the publisher Boosey & Hawkes brings information about a version of the piece for large orchestra, probably the same that was used in the film (composed in the late 1960s, therefore, but already carrying the final title)." In a note Charles Ulrich gets thanked for sending him this information. As indicated in the site there's indeed a section from "Naval aviation in art?" audible in the movie version of "200 Motels", the conversation part between Rance Muhammitz and Jimmy Carl Black, that follows upon "Lonesome cowboy Burt". It's too vague to verify to what extent this orchestra version might differ from the next "Orchestral favorites" performance. The analysis in the Herraiz study begins with the initial bars from "The perfect stranger" (as presented above): "The main elements that go to constitute the entire piece are presented already in this initial fragment. Its texture can be schematically described as consisting of three layers. The third layer, which begins to act only in bar 6, consists basically of long notes, sustained, generally by several measures, whose points of entry and exit not follow any apparent pattern. The first two layers however (which correspond respectively with staffs 8-9 and staffs 6-7, overlapping homophonically, represented in this excerpt by starting with two clarinets and two violas), behave clearly more regular and 'predictable'." The first two layers are then the ones I called "melodic" and the third layer are my harmony notes.