In 1965 Zappa took the lead of a band called "The Soul Agents", which ultimately led to the first album "Freak out!" by this group, now renamed as "The Mothers of Invention". It got recorded in 1966, preceded by demos recorded the year before. "Freak out!" can be divided in two sections. The first part, sides 1 and 2 of the original double album, contains uncomplicated pop songs, at least for Zappa standards. As a debut album it had to reach for a public after all. The album didn't include a hit single, nor was it a hit itself. It remained low in the charts over a longer period though, thus Zappa was able to build up an audience and achieve some cult status. The second part, sides 3 and 4, is the experimental section, with improvised vocal parts. With this part Zappa addressed himself to the Los Angeles freak scene, the group of young people in the city, that stood for an unconventional way of life. Compared to the Cucamonga singles the songs have gained in strength, but they remain relatively easy compared to the Zappa compositions to come. In 1974, when celebrating the 10th anniversary of the Mothers of Invention, Zappa put the songs of the album on the menu for a gig at Chicago's Auditorium Theatre and commented in an interview how easy these songs were compared to what the band had been doing recently. Nevertheless the album was conceived of as being controversial, maybe also because of the explicit cynicism of the lyrics. The packaging, a double album with two experimental sides, was definitely unusual in 1966. Zappa negotiated the album to be sold for the price of a single record, when he in return would decline the royalties over the second disc.

Hungry freaks, daddy

"Freak out!" opens with three rather sharp songs, stylistically as well as regarding the content of the lyrics. The set up of the album opener "Hungry freaks, daddy" goes as follows:

First block.

- 0:00 Instrumental opening lick of two bars with a bass riff and a chords progression. This progression is a parallel movement of three major triads: A-C-D. From the beginning Zappa has approached diatonic music as modal, where he can swiftly move through a number of scales and mingle closely related scales as it suits him. In this case the A and C chord are treated as equally important and since they don't belong to the same scale, they cause a modulation. The opening lick begins in A Mixolydian, next it moves over to C major pentatonic, after which the music returns to A Mixolydian via step IV. Over the C pedal part both the F/F# and B/Bb are avoided, also during the solo halfway, turning it into a pentatonic use of a major type of scale. There is a chromatic Gb present in the guitar part, however, as a passing through note towards A (G-Gb-A).
- 0:14 Theme I with the opening lick continuing ("Mr. America, walk on by ...").
- 0:27 Theme II with a chord progression over an E pedal by the bass ("Mr. America, try to hide ..."). This progression is D-E-Em. So it first another parallel movement of two major triads, followed by a switch to a minor triad. Again this causes a modulation, this time from E Mixolydian to E minor/Aeolian. The D and E chords fit in as steps VII-I of E Mixolydian (each for one bar), but the Em chord, played during two bars, can only be interpreted as a modulation.
- 0:34 Theme I again.
- 0:44 A new ending for theme I, with the chord progression C#m-Bm-E-Bm. It's used in case there's a transition to theme III.
- 0:51 Theme III, made up of a couple of phrases ("They won't go-(oh) for no more ...").
a) 0:51 Phrase a with the C#m and Bm chords continuing. The bass pedal plays a little lick with C#-G#-C#-B-F. The set of notes remains the same.
b) 0:57 Phrase b as a variant upon phrase a. This one is using the D and C#m chords, with the bass lick being D-A-D-C#-G#.
c) 1:04 Phrase c with the progression Bm-F#m.
d) 1:10 Phrase d with the progression E-D-E-F#m-E, played twice.
The whole period from 0:44 through 1:10 is using the same set of notes, but without an overall key note. It begins on B as if being in B Dorian and ends on E as if being in E Mixolydian.

Second block.

- 1:17 This is a repetition of all of the chords and bass lines of block 1 as an instrumental interlude with a guitar solo. It's very common to play an interlude or a bridge in this manner in pop-music, but Zappa seldom recorded guitar solos in that manner. See the Shut up 'n play yer guitar and Guitar sections for his standards for playing guitar solos. During the Freak out! recording sessions the band got supplemented by session musicians, including cellos and brass, making it difficult to identify who's playing which part. The mothers themselves get credited for their regular instruments. I've transcribed the example below by combining the basic tracks and complete versions from "MOFO" and "Freak out!" (see below for "MOFO"). This way you can hear three guitar parts. Both Zappa and Elliot Ingber are credited for playing lead and rhythm guitar, so also here I can't tell who's playing what. The example starts with the last repetition of the lick of theme I and continues with the four bars that form theme II.

Hungry freaks, daddy, 1:28-1:37 (midi file)

Hungry freaks, daddy, 1:28-1:37 (transcription).

Third block.

- 2:20 Second repetition of block 1, this time with the lyrics returning without changes.
- 3:21 The last note from theme III being held with a few solo notes as the song's ending, added during the second take. On the basic tracks from "MOFO", the band fades out at 3:21.
- 3:27 End.

I ain't got no heart- Trouble every day

I ain't got no heart, theme (midi file)
Trouble every day, section (midi file)

I ain't got no heart, theme (transcription).
Trouble every day, section (transcription).

This second note example is part of "I ain't got no heart", the second song on "Freak out". The harmony for the first theme is I, II, III and II in G Dorian. For the second theme it goes as IV from G Dorian (with an extra A as a passing through note), moving through V of G to IV of B Dorian. As pop music chords it can be identified far more easily, namely as a C, D, E progression. Than it goes back again to G Dorian. The sung melody isn't difficult, but the instrumental passages as in bar 4 and 8 add flavour to the song. The lyrics include "I sit and laugh at fools in love, there ain't no such thing as love, no angels singing high above today".
"Trouble every day" was written in 1965 as a reaction upon the Watts riots in L.A. Here it's played over a bass and guitar vamp in E Dorian. The bass vamp lasts one bar, while the guitar riff lasts two bars. A harmonica is improvising along with it. Bars 9-12 constitute a side theme, that returns every now and then to break the pattern of the returning vamp. Harmonically the bass follows a I-IV-V progression here (I for the vamp and IV-V for the side theme). Zappa is here singing in a manner that much later would become known as rap. He would return to this song in 1974 in a different version on "Roxy and elsewhere".

You're probably wondering why I'm here

You're probably wondering why I'm here (midi file)

You're probably wondering why I'm here (transcription).

"You're probably wondering why I'm here" is an early example of a song where Zappa demonstrates his capacity of writing long melodies, which he would later on do more often in for instance "Florentine Pogen". The whole melody last a minute with only some of the bars repeated. The melody is made up of several sections; you might also call it a multi-theme song with various shorter melodies. In the transcription the sections go as:
- Bars 1-4: The song starts in G. The harmonies form a series of regular 5th chords, I-IV-I-VII-VI-V. Rhythmically most of the piece is in plain on beat 4/4, which is for pop music normal, but for Zappa standards it's unusually static to do so over a longer period.
- Bars 5-11: Instrumental interlude with a funny quack sound. A gimmick in Zappa's music that would keep returning, just as the snorks. Bar 11 contains deviant harmonies.
- Bars 12-19: Phrase of two bars. Unlike the previous bars, this phrase gets repeated a couple of times.
- Bars 20-21: Section with a chromatic movement. The 6/4 bar causes a short break before a new melody sets in in bar 23.
- Bar 23 till the end of the theme. A larger closing melody, of which only the first two bars are included in the transcription.

Help, I'm a rock - Monster magnet

"Trouble every day" is followed by the experimental part of "Freak out!". The entirely vocal song "It can't happen here" has a written lead sheet, along which the other singers improvise. "Help, I'm a rock" and "The return of the son of the monster magnet" are built around various riffs and drum patterns. The first one opens with its main "Help, I'm a rock" motif, whereupon in bar 17 it is followed by improvised lyrics with fantasy texts. It's in 3/4 using the uncommon Phrygian scale. This scale begins with a minor second, in this case the A-Bb movement by the bass. For "The return of the son of the monster magnet" Zappa invited some 50 people from the L.A. freak scene to come to sing and play along with the Mothers for an evening session in the studio. He edited some 12 minutes from the event, whereas the ZFT released some more sections on "MOFO" 40 years later. It opens shortly without a meter with only a siren and somebody shouting. Next Jimmy Carl Black joins in and sets the meter to 4/8.

Help, I'm a rock, opening (midi file).

Help, I'm a rock, opening (transcription).
The return of the son of the monster magnet, opening bars (transcription).

Other tracks from Freak out!

- During the first decade of this century, the ZFT used the company name Barfko Swill for - among others - selling scores. There used to be a Freak out collection in their catalogue, including the following titles: Hungry freaks, daddy - I ain't got no heart - Who are the brain police? - Go cry on somebody else's shoulder - Motherly love - Wowie zowie - Any way the wind blows - I'm not satisfied - You're probably wondering why I'm here.
During recent years this collection is not shown anymore individually in their site, but one could try to contact the ZFT for getting a copy.
- The lead sheet for "It can't happen here" used to be in the Barfko Swill catalogue as well.
- "You didn't try to call me" got recorded again for the doo-wop collection of the later "Cruising with Ruben and the Jets" album, where I've included an example of this song.
- Zappa recorded "Any way the wind blows" first as an instrumental song in 1963. I've included the opening of this version in the Paul Buff section.
- In 1973 Zappa had a "Frank Zappa Songbook Vol. I" published. It covers the years 1966-69 and is an excellent source for this period. "How could I be such a fool" is present in a piano arrangement with guitar tabs added to it (pages 45-51), next to "I'm not satified" (pages 75-81). "How could I be such a fool" starts gently in C, but soon start to keep modulating. It's made up of three themes, of which theme 1 turns up in three variants. Theme one is constructed as a little sequence with the bass line descending. The song ends with theme 2 in E Dorian. The meter is 3/4 all through.
Later in his career Zappa would take a stand against love songs. This one and "You didn't try to call me" can be called classical broken hearts songs of an excellent quality. Though such songs don't abund in Zappa's catalogue, they return every once in a while.
- In 1970 "Who are the brain police?" returned on the setlist, but with entirely newly written music (see the Fillmore East 1970 and Carnegie hall sections for examples). The lyrics where kept the same.


"Freak out!" is produced in a manner that today sounds typical of the sixties. It's influenced by the then popular "wall of sound" effects, that Phil Spector introduced, and the only Zappa recording that has this. The demos don't, nor the follow-up albums. It's both its charm and a flaw of the album. The instruments, most specifically the rhythm guitar, have some sort of hollow echo, that for today standards sounds old-fashioned. There are extra brass instruments playing along with the rock band. Thirdly the stereo has a strong left-right division, common when stereo got introduced for rock music. Later on this division would be made less sharp, as a band plays in front of you rather than at your sides. Officially the album is produced by Tom Wilson, which was contractually agreed upon. He delegated most of the actual work to Zappa. For his CD remix Zappa mixed the rhythm guitar a bit down. In 2006 the ZFT re-released the original mix on "MOFO", to the acclaim of the fans, thus the original mix was popular. The remainder of "MOFO" is mostly tracks split into basic and overdub recordings. This is of some interest if you want to know how the band recorded its songs at that moment and if you want to hear all the details as clearly as possible. Otherwise it's something to raise your shoulders about.

The downtown talent scout

Historically the handful of live recordings on the 4 CD version of "MOFO" are of interest. They stem from a Fillmore West concert, 1966, from which Zappa himself released "The downtown talent scout" on YCDTOSA Vol. V, as well as "Plastic people" on "The mystery disc". It's the first more serious live recording that gives some idea how a Mothers concert would have been like in the early days. The other 1965-6 live tracks are individual songs, often with inferior sound quality. In this case the Mothers were the opening act for a Lenny Bruce concert. Zappa calls the hall Fillmore West. More accurately would be Fillmore Auditorium, the official name it had in 1966. The location became renamed as Fillmore West in 1969, to distinguish it from the just opened Fillmore East. By then it had moved as well (Ronald Light wrote me about this). Spread out over four different releases, you can find:

- YCDTOSA: "The downtown talent scout"
- The mystery disc: "Band introductions from the Fillmore West"
- The mystery disc: "Plastic people" (Richard Berry version)
- MOFO (2 CD): "Trouble every day"
- MOFO (4 CD): "Motherly love"
- MOFO (4 CD): "You didn't try to call me"
- MOFO (4 CD): "I'm not satisfied"
- MOFO (4 CD): "Hungry freaks, daddy"
- MOFO (4 CD): "Go cry on somebody else's shoulder"

The downtown talent scout, opening (midi file).

The downtown talent scout, opening (transcription).

Just as the demo's on "Joe's corsage", these live versions don't differ much from the album versions. "The downtown talent scout" is a unique song in this group, not released elsewhere as well. It's an early easy going example of Zappa speech-wise singing over a vamp. This vamp is in A Dorian (bass pedal note) over which the chord alternation III-IV is played. It's a simple progression compared to later pieces as "Central scrutinizer". Zappa's singing follows the 4/4 meter here quite clearly, while in later songs he would often let the rhythm of the spoken language prevail. The lyrics stand central in this song and give a nice picture of the government spying on the L.A. freak scene. Ray Collins gets credited for playing tambourine, but actually plays harmonica.