In the summer of 1964 Zappa received the fee for his scores for the Run Home Slow movie and got some financial capacity. He took over Studio Z from Paul Buff, achieved second hand filmmaking equipment and bought a pick-up truck. He had a driver's license for a while before he let it expire in 1967, because he didn't feel like standing in line for four hours anymore to have it renewed (CNN interview with Larry King, 1989). He now set for bigger projects than releasing singles.
The first idea was to write the music and script for an album featuring a teenage opera, called "I was a teenage maltshop". In December 1964 a demo was turned down by the record company he had contacted earlier, so the project didn't get completed. Nevertheless it can be reconstructed to a degree from the "Mystery disc" and later albums by Zappa himself, "Joe's XMasage" by the ZFT and bootleggers, who apparently got a hand on copies of the demo. Biographer Neil Slaven describes the demo in his book and it used to be mostly known via the Apocrypha bootleg. Since 2009 these tracks have become part of the "Beat the boots III" series, downloadable at and i-tunes. They can be found on disc I from this set. The pieces that are part of it or related to it are:

- Joe's Xmasage: The uncle Frankie show. This is a local radio presentation by Zappa about the story of the opera and various alternative plots.

I was a teenage maltshop

- Mystery disc: I was a teenage maltshop. This would have been the intro for the opera, an easy going piece for piano with some guitar and drum accompaniment. When he started with following the harmony classes at his high school he first only had the school's piano available to check out how the notes on paper sounded. He never became a good keyboard player, but this type of playing he could do himself. "Zoot allures" is another album with him playing keyboard parts. There was a piano present at Studio Z and later on in the sixties he would buy a Bösendorfer. "I was a teenage maltshop" starts in D Dorian because of the D pedal note, held during bars 1-4. Over this pedal note a IV 7th-VII-IV-(VII or II)-IV progression gets played. Without the D it goes more like a normal cadence in G Mixolydian, so the D is a bit of a stranger here. Bars 5-8 are in C and bars 9-10 in D major or Mixolydian (there's no C or C# to determine which one is it), again because of the lower bass notes.
His compositions specifically for piano are few. The specific purpose of the Bösendorfer was to try out orchestral scores, as you can see him doing with Ian Underwood in a 1971 VPRO documentary about the making of "200 Motels". This one you can try as an untalented player. A lot further go the two piano pieces from "Burnt weeny sandwich" (1970) and the piano duet "Ruth is sleeping" from "The yellow shark" (1993). Examples are included in this study.

I was a teenage maltshop (midi file)

I was a teenage maltshop (transcription)

- Mystery disc: The birth of Captain Beefheart.

Status back baby

- Absolutely free/The Pal and Original Sound studio archives: Status back baby. A regular popsong in 4/4 (or 12/8 for notational ease to avoid the many triplets in 4/4). The demo version is present in the Pal and Original Sound archive (see the previous section). This original version, that carried the title "I'm losing status at the high school", was sung by Allison Buff. Zappa overdubbed her voice by a track, that is sped up an octave. It goes synchronous so it was either sung over this piece played half speed or Zappa already had means to change the speed without affecting the pitch. This version begins in Eb Mixolydian in bars 1-3 and then continues in F minor. On "Absolutely free" the accompaniment goes different and there are several interrupting bars extra, of which a quote from Stravinsky's "Petrushka" has drawn the most attention. The latter version begins in C and has some meter changes.

I'm losing status at the high school, section (midi file)
Status back baby, theme (midi file)

I'm losing status at the high school, section (transcription)
Status back baby, theme (transcription)

- Bootleg copies of the demo: Ned the mumbler.

Toad of the short forest - Arabesque

- Weasels ripped my flesh/Bootleg copies of the demo: Ned has a brainstorm, including the opening theme from Toad of the short forest. The basic melody of this song on the demo is about the same as on "Weasels ripped my flesh". The accompaniment on the latter is richer and "Weasels ripped my flesh" has two introductory bars with three parts prescribed. For the other bars Zappa probably indicated bass pedal notes and chord types.

Toad of the short forest, opening (midi file)

Toad of the short forest, opening (transcription)

This opening melody is in 6/8. It starts with 7 bars maintaining the key of A. Next the melody begins to shift through various scales rapidly, till the opening returns in bar 13. On "Weasels ripped my flesh" this melodic opening gets followed by a polyrhythmic section, with Zappa himself explaining what's going on. The rhythm section is using two meters simultaneously, whereas an improvising sax is "blowing its nose". See the counterpoint #2 section for transcribed examples in this study of such polyrhythms like "9/8 objects".


Arabesque/Toad of the short forest, theme 2 (midi file)

Arabesque/Toad of the short forest, theme 2 (score)

In 2016 I found a copy of Zappa's own handwritten score of "Toad of the short forest" on the net. It was send in by Zappa as part of a jazz collection set. It's his seventh piece for this set. The composition is dated as 21 November 1963 and at that time it carried the title "Arabesque". Zappa himself notated this piece in 3/4, corresponding with one time 3/8 in my transcription from above. The tempo is described as moderate with the metronome tempo included (63 dotted half notes per minute). Other than theme 1, theme 2 has a very straightforward 3/4 rhythm. A thing that's remarkable are the rich chords of theme 2, going up to 13th chords. There are a couple of examples in this study that show that Zappa's harmonies, when he originally put them on paper, are much denser than when the band recorded them for their first album release. In the Uncle Meat section I've included an overview of version differences between sheet music and album releases, as they are coming by in this study.
Though only the opening of "Arabesque" is in A, you can see that Zappa notated the whole piece in this key. Because the chords for theme 2 are so large, one can start identifying scales-chords per bar more easily:
Bars 1-3 (of theme 2): E Dorian.
Bar 4: Step IV of E Dorian, while the harmony is using a minor 9th (the B altered to Bb).
Bar 5: Step I of E Dorian again.
Bar 6: G Mixolydian.
Bar 7: F# Mixolydian.
Bar 8: Just the Em7 chord, at this point not attributable to one specific scale.
Bar 9: D Dorian.
Bar 10: Step IV of D Dorian, while the harmony is using a minor 9th (the A altered to Ab).
Bar 11: C Dorian.
Bar 12: Step IV of C Dorian, while the harmony is using a minor 9th (the G altered to Gb).
Bar 13: E Mixolydian, while the harmony is using a minor 9th (the F# altered to F).
Bar 14: G Mixolydian, while the harmony is using a minor 9th (the A altered to Ab).
As you can directly see, the 13th chord with a minor 9th gets returns a couple of times, as well as the sequence I-IV in Dorian using this chord on step IV. Theme 2 corresponds with 0:43-1:00 on "Weasels ripped my flesh". On this CD the melody gets accompanied in the manner of the first example from above, instead of using the large chords from the score. While the score prescibes this theme to be followed by a coda, the CD version moves over to the experimental part abruptly.

- Mystery disc: Charva. Announced in the Uncle Frankie show as a song to be included.


Zappa at Studio ZThe next project became the shooting of a science fiction film called "Captain Beefheart vs. the Grunt People". The Captain Beefheart character from the little piece above (to be played by Don Van Vliet), went straight over into this movie, thus Zappa took the liberty to present it as a dialogue sample from this film on the "Mystery disc". There are some photos of backdrops Zappa painted on the cardboards he had bought as the one to be found in the Real FZ book.


In an interview Zappa once mentioned that "Duodenum" - from the later "Lumpy gravy" album - was intended to be its main theme. The 2009 ZFT release "Lumpy money" indeed confirms that this piece stems from Studio Z. The text appears to have been fully typed out in 1969 as an unpublished 94 page script, of which a few copies circulate. See the following two sites for sample pages:

Duodenum, end (midi file)
Duodenum, section (midi file)

Duodenum, end (transcription)
Duodenum, section (transcription)

Above are the recapitulation of the opening theme at the end and a section from the middle of this song. This middle part has two brass parts playing against each other (staffs 3 and 5), whereas in most of the song, everybody is playing mainly parallel. "Duodenum" starts in E Dorian (that is with the original speed as included on "Lumpy money" as the "Theme from Lumpy gravy" track). In bars 1-2 of the second example it has turned to E Phrygian, followed by bars 3-6, built around a C-D-E chord progression (three parallel major 5th chords). On "Lumpy money" "Duodenum" lasts 1:56. On "Lumpy gravy" it's sped up to 1:32, corresponding with the keynote going up from E to G.
It was this movie project that got him into trouble. An article about the movie appeared in a Pamona newspaper (photo to the right as reproduced in the "Joe's XMasage" leaflet) and a local officer of the law came to see Zappa's presence as a threat to the peace and quiet in his small town. A set up was constructed to arrest Zappa for producing pornographic material, at that time a minor felony in this state. Zappa got convicted to 10 days imprisonment and a year on probation. It was enough to halt his career in Cucamonga. When he was released he had no money and had to look for a regular job in L.A. Unable to pay the rent he got barred out from Studio Z. It got demolished some months later in order to broaden the main road.

Bossa Nova Pervertamento

The last song recorded in Studio Z was a trio jam, called "Bossa Nova Pervertamento". It must have lasted at least 13 minutes. The ZFT has released its opening on "Joe's XMasage" as the "GTR Trio", Zappa himself released a section on the "Mystery disc". These pieces don't overlap. At the beginning everybody is playing strictly over the bass riff, but after playing 11 minutes or more the solo is getting quite loose with off beat figures as in the second part below. On paper such figures look horrible. The harmony is untraditional. The bass riff is maintained all through this piece with a progression of I 5th - VI 9th in G Phrygian. The lead guitar begins playing with an arpeggio chord, the I 11th chord. Its Ab-C tail are the two notes from the scale not used by the bass.

Bossa Nova/GTR trio, opening (midi file)
Bossa Nova, section (midi file)

Bossa Nova, sections (transcription)


The early MothersIn L.A. Zappa got called by Ray Collins to join a band called The Soul Giants. This band included Roy Estrada on bass and Jimmy Carl Black on drums. It became Zappa's next project to lead this band to a record contract for playing his music instead of covers. It took a year but this one did become a success. He renamed the band to The Mothers, later on with "Of Invention" added to it because MGM records required this. With MGM a deal was made to release five records, to start with "Freak out!". Recordings from 1965 prior to the "Freak out!" sessions in March 1966 are rare. Zappa himself has released some tracks on the "Mystery disc", taken over from tapes in a poor condition. The demos the ZFT included on "Joe's Corsage" and "MOFO" are of a relatively good quality, but these have as disadvantage that they go about the same as on the later album recordings.

Mondo Hollywood

Next is a section from the Mothers' guest appearance in the Mondo Hollywood movie, filmed in the summer of 1965. Because too much crowd noise went into the mikes, the director, according to his own saying, could only use a split second for the movie showing the Mothers on stage and none of the music. The track on the "Mystery disc" stems from Zappa's own tape archive, containing a guitar solo in E Dorian over a bass riff.

Mondo Hollywood, opening (midi file)

Mondo Hollywood, opening (transcription)

An early photo of The Mothers playing in a club (auctioned at Christies, January 2009, the photographer didn't get mentioned).

Other tracks from The mystery disc

The "The mystery disc" is also the main source for the Movie scores section from this study. See the other tracks from The mystery disc from the latter section for an overview.