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

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Zappa soon realized that he would never make a living out of modern compositions and at the age of twenty he started composing rock music and jazz. He continued playing guitar in several bands and started to record pop and jazz music in a studio called Pal Records in the small desert town Cucamonga, owned by Paul Buff. After Zappa purchased the Studio in 1964 it was renamed as Studio Z.

Take your clothes off while you dance

One of the early Cucamonga tapes to survive is "Take your clothes off while you dance" from 1961. This song would first appear on "We're only in it for the money" and "Lumpy gravy". The original recording is included in "The lost episodes", where it is described as a jazz composition. Other than in the "Run home slow theme", the jazz effect lies here more in the accompaniment than in the melody itself. Furthermore the choice of instruments and soloing in it are typically jazz. On the "We're only in it for the money" version with lyrics however, these jazz ingredients are gone and the piece has become a pop song. This version is another example of Zappa's returning use of parallels, here forming fourths, thirds and a few fifths. It's in C Dorian. In bars 11-12 a sequence of minor thirds is formed, thus in a more chromatic set-up. For the closing chord Zappa chose to land on VII instead of I.

Take your clothes off while you dance (midi file).

Take your clothes off while you dance (transcription).

Paul Buff: "He just came in one day in 1960, when he was around 20, as a person who wanted to record some jazz. He had some musicians, and wanted to rent a studio. Probably the first year I was associated with him he was doing a combination of recording jazz, producing some jazz records, and was also writing some symphonic material for a local orchestra that was supposed to record some of it. He was very jazz-oriented ... He played clubs, and played all the jazz standards ... He did a lot of original compositions, and he'd play things like 'Satin doll' for a few dollars and a few beers" (Lost episodes booklet).

Ronnie sings - Kenny & Ronnie's booger story

"The lost episodes" contains three recordings featuring the Williams brothers. All three are oddities, that Zappa apparently liked for their weirdless. And probably also because these are examples from old surviving tapes, dated as 1961 or 1962. Musically not that much is happening on these tracks.

Ronnie sings, 0:17-0:40 (midi file).

Ronnie sings, 0:17-0:40 (transcription).

"Ronnie sings" is a blues improvisation, that might be attributed to B Mixolydian. During the intro you can hear Ronnie asking Zappa to "do it in C". The speed of the tape got changed a little, bringing it closer to B than to C, though also this vaccilates. This makes transcribing it properly really nasty. Moreover the recording isn't bright enough do to something with it in an analytical sense, only the B9 (no 5th) chord is clearly audible. Notable is the vocal range of Ronnie Williams, reaching at very low notes. Ronnie Williams is also the one playing with Frank on "Breaktime", a 1962 single from the next section.

Kenny & Ronnie's booger story, fragments (transcription).

Kenny & Ronnie's booger story are about experiments with body remnants. It got eternalized with the "Let's make the water turn black" track from the 1968 album "We're only in it for the money". Zappa asked both to tell what happened on tape. He himself gets credited for playing guitar during these titles in the CD booklet, though I can only hear him talking during "Kenny's booger story" and jamming on guitar during "Ronnie's booger story". All three tracks are short, lasting about a minute. The guitar line during "Ronnie's booger story" is atonal. I've notated the passage from above in 4/8, though that's only a notational choice.

Fountain of love

"Fountain of love" was originally recorded in 1963. It would first be released on the 1968 album "Cruising with Ruben & The Jets". The example below is the larger part of its main theme. It's in D with as chord progression two times I-VI-III, followed by two times II-III.

Fountain of love, 0:00-0:20 (midi file).

Fountain of love, 0:00-0:20 (transcription).

Zappa is playing all instruments as well as singing the background vocals. The liner notes aren't specifically mentioning the keyboard player, staff four from the example. Ray Collins is the lead singer and co-writer. Rip Rense writes in the liner notes: "FZ met Ray Collins at The Sportsman, a bar in Pomona where Frank and some other musicians were appearing in 1962. Together they made a number of recordings. with Paul Buff producing, at what eventually became Studio Z. Collins, later a Mother of Invention, had sung with R&B groups in the '50s, and had recorded with Little Julian Herrera and The Tigers." The bass in this song is an early example of a fuzz bass, an invention of Paul Buff. It's also present on the "Jessie Lee" and "Why don't you do me right" singles from 1964 and 1967.

Any way the wind blows

Also on "The lost episodes" is a 1963 recording of "Any way the wind blows", that would later appear on "Freak out" and "Cruising with Rubin and the jets". It's a regular two-theme pop song with chord progressions. The opening theme is built upon a I and VI alternation in G. The second theme is accompanied by sung "doo-wop" harmonies.

Any way the wind blows (midi file).

Any way the wind blows (transcription).

Like the previous track, this recording shows Zappa as a multi-instrumentalist, playing bass, drums and guitar. Paul Buff was a pioneer in using a multi-track recorder, making things like this possible by overdubbing. I'll get back to overdubbing in the Hot Rats section.

Why don'tcha do me right

Paul BuffIn collaboration with Greg Russo, Paul Buff has started a project to open up his archive for the public in 2009. It carries the title "Paul Buff presents the Pal and Original Sound studio archives". The collection got eventually divided over 20 CDs, all downloadable at (image of Vol. I to the left). The price of a dollar per song or 10 dollar per CD doesn't have to stop anybody. The collection contains, among many others, various rarities in which Zappa had some part, either as songwriter or as producer or as guitar player. For an overview, visit They fill in the gaps regarding the singles that were left by for instance the "Cucamonga years" CD from the next section.

Why don't you do me right (Pal studio), section (midi file).
Why don'tcha do me right (Joe's XMasage), section (midi file).
Why don'tcha do me right (Absolutely free), section (midi file).

Why don't you/don'tcha do me right, sections (transcription).

There are a few previously unreleased pieces included as well. One of the included tracks is an early studio jam version of a piece called "Why don't you do me right". It's a song that, with this one added, now exists in three versions that are much different in character. It's build around a single lick in 12/8 with various variations upon it. The different phrases of the lyrics always have two accents. In the examples below the texts are for instance "I KNOW you're tryin' to WRECK my life" or "why DON'T you do me RIGHT". In the Pal Studio version the downbeat lies at the first accent, which is determined by how the lower accompanying guitar plays in staff 3. The accentuated notes are indicated. Particularly bar 2 leaves no other option than putting the downbeat at this point. In both the "Joe's XMasage" and "Absolutely free" recordings however the downbeat lies at the second accent of the phrases of the lyrics. Both the Pal Studio and "Absolutely Free" are in G minor (or Dorian, the E/Eb that makes the difference is avoided). The "Joe's XMasage" version, another studio jam, is in F Dorian and played much faster. It contains two vocal and two instrumental parts. Zappa sings the notes in the mid-range (staff 2). In the CD's liner notes a certain Floyd gets credited for the part in staff 1. He either sings the low notes (bar 1) or the high notes (from bar 2 onwards). The rhythm of the main phrase on "Joe's XMasage" is slightly different, in the sense that "don't" is song before beat. This syllable thus gets extra long. The accompaniment here is basic. The guitar is mostly playing a steady Fm chord on beat, every now and then alternated by the Bb chord. The piano is more improvised like and only vaguely audible (like in staff 3 of bar 6). The version on "Absolutely free" is the final version, released by Zappa in 1967. At first only as a single, later also on the CD re-release of "Absolutely free". For this one Zappa gave the song more body by including a newly written bass line (staff 3) and a guitar solo half way. For the bass he applied a fuzztone, as he had first done for the "Jessie Lee" single from 1964.

Walkin' out - Waltz

Zappa 1963 Next are two examples of recordings uniquely preserved via Paul Buff's archive. Both have Zappa soloing over familiar patterns. The first one (“Walkin' out”) is mainstream pop, using varying scales. It starts in D Mixolydian in bars 1-2 with the chord progression I-VII-I. This progression is repeated in bars 3-4, but now in A Mixolydian. Bars 5-6 repeat the pattern of bars 1-2. In bars 7-8 we have I-VII-I in E Mixolydian. From bar 9 onwards we get at a new block. It's in A Mixolydian with a two-bars progression I-VI-VII-VII-I-VII.

Walkin' out, section (midi file).
Waltz, section (midi file).

Walkin' out, section (transcription).
Waltz, section (transcription).

The second example is a jazz piece, simply called "Waltz". It's called a waltz because, most of the time, it's in 3/8. Stylistically it has nothing in common with the 19th century waltzes. "Sofa" and "Strictly genteel" are later pieces in 3/4 that are closer to traditional waltz writing. This one is typical jazz in a smaller combo form, a rather unique recording in Zappa's oeuvre. It supports what Paul Buff said above that Zappa at that time played the jazz standards. For the accompaniment it has a so-called walking bass part and chords that sometimes deviate a little from the main key by playing altered notes. The drummer mainly uses the cymbals. The main key is D Dorian for bars 1-14 and D Mixolydian for bars 15-21. Above to the right: Zappa playing guitar around 1963.

Speed-freak boogie

"Speed-freak boogie" is an instrumental track with only guitars. It can be found on "The mystery disc" as a recording from 1962. Zappa plays the lead guitar and rhythm guitar, while Doug Moon gets credited for a second acoustic rhythm guitar. This must be the bass line then. It's in E Dorian; in bars 2-3 of the example the lead guitar is for a moment playing chromatically. The first example is the opening of this piece with the bass line getting identically repeated. The second example is from the middle of the song. Now you've got four parts. The bass has started varying its theme. The lead guitar is getting really high. Seen the range of this lead guitar in both examples it's most likely that Zappa doubled the frequency of staff 1, but not the speed. When you play the second example an octave lower, it gets normal, but when you would turn down the speed to half as fast too, it becomes unnaturally slow. Probably Zappa turned up the speed to a degree. The bass line goes normal. The third "normalized" midi file below has staffs 1 and 3 of the second example an octave lower and the speed of the whole brought back to 85 % of CD version.

Speed-freak boogie, opening (midi file).
Speed-freak boogie, section (midi file).
Speed-freak boogie, modified section (midi file).

Speed-freak boogie, sections.

On "The mystery disc" it gets described as "an example of multiple overdubs and half-speed recording, circa 1962. F.Z. sped-up lead and rhythm guitar, Doug Moon, rhythm acoustic guitar". I know too little of recording techniques to tell how exactly "Speed-freak boogie" got into being.

Metal man has won his wings - Tiger roach

Captain Beefheart "The lost episodes" and "The mystery disc" are not only of interest for Zappa's early history, but also for the beginning of Don Van Vliet's career. They were friends since highschool and their relationship went up and down afterwards. Sometimes they collaborated, sometimes they lost contact with each other. To the right a photo of them from the sixties by Barrie Wentzell (used with permission). I already included "Lost in a whirlpool" in the Zappa's teens section, very likely the oldest recording of them playing together. Next are two more examples of blues pieces.

Metal man has won his wings, section (midi file).
Tiger roach, end (midi file).

Metal man has won his wings, section (transcription).
Tiger roach, end (transcription).

Both songs are following the blues pattern in its standard form. They are of interest for Zappa trying to achieve a raw blues sound during his soloing. He send a demo tape to a record company, where it got rejected for sounding "distorted". This was happening in 1963 and the guy involved couldn't have had an idea what role this type of "distortion" would get to play in rock music. It's a bit like fermenting foods. Mostly it gets really rotten, sometimes something very new and special comes out of it. It's something I can't duplicate in midi format, so the two files from above represent the "undistorted" version. Both songs are also examples of switching between major and minor, a factor that happens more often in blues. I've notated "Metal man has won his wings" in E Mixolydian, but it can just as well be notated in E Dorian (the example contains a section with IV-I-V-IV-I from the blues scheme). The G natural and G sharp are both being used without one of them getting the upper hand. The meter is 12/16, being four subdivided into three, but sometimes you can also encounter beats subdivided into two. "Tiger roach" is basically E Dorian, but with occasionally major chords turning up. Bars 1-4 are played along the Em chord, bar 9 on the other hand features the E chord. In bar 10, step V of the blues scheme, a B chord from E major is played instead of the Dorian Bm chord. Upon steps I and IV it's almost solely the minor pentatonic scale that is being used, so this example can also be seen as blues involving minor pentatonic blocks. The rhythm section is playing in a very elementary manner through the blues scheme, almost like a schoolbook example. Its straightforwardness gets to a point compensated by the fast tempo. The only notable thing about the rhythm is the meter change. It moves from 4/4 to 3/4 in the fourth bar of the scheme and back to 4/4 in the eighth bar of the scheme. The example above contains one complete cycle of the blues scheme, as played at the end of this song. More on blues in the Imaginary diseases and Bongo fury sections.
On both recordings Zappa credits only himself as guitar player, which means that he must have overdubbed his original guitar track one or two times with another guitar part. Don is singing in his peculiar sharp nasal manner, sometimes taken to the point of shouting loud. The lyrics were all improvised on the spot and derived from comedy book pages. At this point they tried to get a record contract as The Soots with songs as included in this section. Eventually they succeeded on their own, shortly after each other. Zappa and Beefheart are both considered to be avant-garde composers by many. Musically they have little in common. Beefheart had his starting point in pop-music, but developed it towards an innovating personal style. His characteristic songs include frequent changes of motives, where the rhythm section is playing its own part instead of obeying to the standard support function they have for the lead instruments. At first hearing it can make some of his compositions sound as if he is trying to play two songs at once. Zappa was the more intellectual composer, who wrote scores and who was multi-anything in about every aspect. Their names are closely tied together. Beefheart is often coming by in articles about Zappa. Since Zappa was commercially more successful and better known, it's virtually impossible to read something about Beefheart without Zappa being mentioned. More on their collaboration in the Bongo Fury section.

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