Frank Zappa's musical language

Frank Zappa's musical language

A study of the music of Frank Zappa

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"Joe's garage" and the 1981 live album "Tinsel town rebellion" show the growing importance of Zappa's guitar soloing on his albums. The first one with Joe's imaginary guitar solos, the second one having two complex ones on "Easy meat" and "Now you see it, now you don't". From 1970 onwards Zappa recorded almost all of his gigs, always including several guitar solos. The majority of the solos are improvised all through, only the accompaniment type and meter are agreed upon in advance so that the band knows what to do. Zappa's guitar solos aren't meant to show off technically (Zappa hasn't claimed to be a big virtuoso on the instrument), but for the pleasure it gives trying to build a composition right in front of an audience without knowing what the outcome will be.
Zappa wanted to compile an album with his guitar solos for some time, but Warner Bros. weren't cooperative. Now he had new chances. The 1981 three record set "Shut up 'n play yer guitar" contains two hours of soloing, mostly taken from the 1979 and 1980 tour, and it sold above expectations. Thus reinforced he could do it again in 1987 with a two CD set, briefly called "Guitar", with solos mostly recorded between 1981 and 1984 (see the "Guitar - Trance-fusion" section for the latter collection). When you're unfamiliar with them, these two large issues combined with the many guitar solos on the regular albums, may very well lead to some prejudice that music in such quantities can't be good. But when you start listening carefully you can also come to the opposite conclusion that his level is always high and that he just can't miss. Both views don't appear to be accurate. As Zappa himself pointed out in "The Real Frank Zappa book" the number of released guitar solos is only a fragment of the recorded number and most guitar solos didn't work out. The issues are the result of listening to all tapes and selecting the best ones.

In 1979 Zappa hired the virtuoso guitar player Steve Vai to transcribe a number of his guitar solos, which he continued to do till 1981. The transcriptions included most of the "Joe's Garage" solos, more than half of the "Shut up 'n play yer guitar" solos and a few others. They were published in 1982 as the 300 pages issue "The Frank Zappa guitar book" (cover to the right, publisher Munchkin Music). Steve Vai made the transcriptions with a great deal of accuracy, including a broad range of irregular rhythmic groupings and some occasional quartertones. Zappa's improvised speech influenced rhythms frequently look horrible on paper (see for instance the bars from "Shut up 'n play yer guitar" below). Whereas Zappa took all rhythmic freedom during his solos and used all types of chords, he wanted the accompaniment to remain simple, playing in a constant metre and with easy harmonies. Mostly he is playing over a pedal point, two alternating chords or a vamp. He needed this to build a contrast with his own soloing; if the accompaniment would play with a flexible metre, it would become everybody playing rubato, he noted in "The Real Frank Zappa book". Zappa's early solos can be relatively friendly from the rhythmical point of view as the "Orange County" solo from the Roxy and elsewhere section and the "Call any vegetable" solo from the Beat the boots section. Zappa's later solos however are full of these wild irregular rhythmic groupings. Also the drum parts during the later solos had become very vivid and complex and totally different from the elementary drumming of Jimmy Carl Black during the sixties.

Zappa's preference to keep playing in one key becomes clear by looking through the pages of the "The Frank Zappa guitar book" and the transcribed sections in this study. Also in the pieces that use more scales, the scales are closely related with only the keynote changed or one or two notes altered, and the modulations are never abrupt. See also the Guitar section for more upon this topic. The scales of the "Shut up 'n play yer guitar" solos are given beneath, with some comment on the choice of the keynote (several of them are indicated in the Guitar book, others by me). These keynotes of the scales are given by the accompaniment. It doesn't mean that the solo has to open on the keynote or confirm it (often it doesn't), but that it's using the notes of that key. As an exception to the rule can be taken the ending of "Black napkins" from "Zoot Allures". The piece is using the closely related keys of C sharp Minor (Aeolian)/Dorian and D Lydian, that differ by one or two notes (D sharp versus D natural; see also the remarks about the A/A# below the "Pink napkins" example). At the end there's a sudden change to the unrelated scale of G Dorian (the bass is here playing a pedal point on G). This change takes place at the 8th bar on page 300 of "The Frank Zappa guitar book" or at 3:41 on the CD. After playing up and down through this scale the solo ends in A Dorian (pedal point on A). In 2010 the ZFT released "Hammersmith Odeon", where you can hear Zappa soloing over two unrelated keys during "King Kong" (see the Hammersmith Odeon section). Next is a table of the scales used for the 73 guitar solo examples from this study. When you compare this table to the general one from the Burnt weeny sandwich section, it leads to two conclusions:
- It confirms Zappa's preference to stay in one scale, as already mentioned. The solos normally follow just one scale, whereas in the general table the examples often have more than one scale or the scales are varying thus rapidly that I didn't assign the example to specific scales.
- For his solos Zappa has a preference for the three modal scales: Dorian, Lydian and Mixolydian. This is other than for his music in general, that uses these scales as more equal to major and minor, though also in general you have a preference for Dorian over minor as it comes to the minor type scales.

- Major9
- Dorian39
- Phrygian4
- Lydian16
- Mixolydian27
- Minor/Aeolian11
- Others and varying17

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

Another thing to note is that there is a relationship between the accompanying type of a solo and the choice for a scale. The Guitar section continues with the subject of accompanying types. Of the 13 solos with alternating chords 8 are a I-II alternation in Lydian; three have two alternating scales including Lydian. Only "Yo' mama" and "Bowling on Charen" are in Mixolydian. For solos using alternating chords Zappa thus has a clear preference for Lydian. When you get at the solos, using a bass pedal note or a vamp, it's the other way round. These solos form the majority and the larger part of them are in Dorian or Mixolydian. The "Theme from Sinister Footwear III" is a pedal note solo in Lydian in my study. This is not exceptional though, because you've got more of them on "Guitar" and "Trance-Fusion", like the "Them or us" variants "Move it or park it" and "Do not try this at home" (Bb Lydian).


When you're looking at all guitar solos, you're getting the picture below. Most solos are part of a song or outtakes from a song. They are listed by their title. So I've included recurring songs like "The torture never stops" once. But the number of C Lydian solos, that are outtakes from "Inca roads", are listed seperately by their individual titles. The table with the types and scales overview includes the normal diatonic examples, which are most of the solos. Only occasionaly you can have an irregular or chromatic solo, the gypsy scale or something in Locrian. The titles in bold have excerpts included in my study.

Table of all guitar solos (Html page).
Table of all guitar solos (Excel sheet).

Types and scalesIonianDorianPhrygianLydianMixolydianAeolian
- Solos over pedal notes365121445
- Solos over vamps73045124
- Solos over alternating chords142042
- Blues 11141
- Others 37151


1. Five-five-FIVE

All solos from what was originally record one of "Shut up 'n play yer guitar" have been transcribed in The FZ Guitar Book. "Five-five-FIVE" is not representative for Zappa's solos, using multiple scales. This "Shut up 'n play yer guitar" opening solo begins with an unusual chord progression in a 5/8 - 5/8 - 5/4 metre (hence its name). It's a progression of chords all using the open D and G string of the guitar as pedal point notes, upon which the same chord type is played through keys that keep changing. The chord type is a 9th chord in the positioning fourth plus fourth plus major third. In the following note excerpt the first three bars are given in their complete form containing the first two 9th chords; next only the eight sequent 9th chords are given (all played in the same rhythm) plus the closing 5th chord.

Five-five-FIVE opening chord progression (midi file).

Five-five-FIVE opening chord progression (notes).

The 9th chord is played subsequently on the lowest notes F, E flat, G, A, B flat, A, C, D, hereafter ending with a 5th chord on D flat. The structure is thus completely determined by positioning the 9th chord and using the D and G string. Traditional harmony is totally ignored: the chords following each other don't have notes in common and the D and G don't have to be in the same scale as the 9th chord. Even the positioning of the chords with the last 5th chord on D flat becomes chromatic.

Zappa in Guitar Player, October 1995:
FZ: "It's in 5/8, 5/8, 5/4. You count it like this: One-two one-two-three, one-two one-two-three, one-and-two-and-three-and-four-and-five-and.
GP: "How would someone approach that without feeling as if they had two left feet?"
FZ: "It's a very guitar-oriented piece because of the way it uses the open string. So it's kind of an easy thing to pick-up on the guitar, in spite of the odd rhythm. As long as the numbers involved tend to frighten you, though, then the odd rhythms are not your meat. Don't worry about the numbers - you just have to worry about what the feel is. When I wrote that particular song I never even stopped to figure out what the time signature was. I don't worry about that when I'm playing the guitar. If I'm writing it for an orchestra, then I do. But I don't calculate how things that I make up on the guitar are going to look on paper or how it's ultimately going to be. I just play it and then figure out what it is later, after I've recorded it".

2. Hog heaven

A shorter solo in E Lydian, beginning with the picking on the lower guitar notes for about a minute. The bass guitar is giving a frequently recurring E as pedal point. Transcribed in The FZ Guitar Book, pages 17-22.

3. Shut up 'n play yer guitar

A solo in C Lydian, later on for a moment A Dorian. Transcribed in The FZ Guitar Book, pages 23-43. The accompanying chord scheme is I and II of C Lydian alternating, later on for a moment I and IV of A Dorian alternating. Zappa's solos could sometimes be individual pieces, but mostly they were part of songs. In this case the solo stems from "Inca roads" as included in the 1979 European winter tour. So you get a whole series of such C Lydian solos on tape, from which he would pick out the best. In this case Zappa was such pleased with the results that he would release five of them in total, four on this CD and one on "Guitar" ("System of edges").

Two bars from Shut up 'n play yer guitar (notes).

Above are two bars of this solo with some examples of the difficult irregular groupings, which Steve Vai would use for transcribing.

4. While you were out

The first of two solos with Zappa playing an acoustic guitar in the studio, accompanied by Warren Cucurullo on a 2nd acoustic guitar and Vinnie Colaiuta on drums. The key is sometimes D Mixolydian, sometimes D Dorian. The accompanying guitar frequently uses the bass string, tuned down from E to D, as pedal point for its chords. The Mixolydian F sharp and the Dorian F are both used.
The meter of this solo isn't constant, there are even points where Steve Vai chose not to notate a meter division at all. Warren is picking out enlarged chords for the accompaniment, more common in jazz music than in rock.
The transcription in The FZ Guitar Book, pages 44-69, contains both guitar parts.

5. Treacherous cretins

Here we get at a solo over a vamp, using multiple scales. In Guitar Player, October 1995, Zappa talked about a "harmonic climate" created by the vamp, implying D Minor and A.

Treachurous cretins vamp (notes).

The guitar vamp plus the keyboards chords at the beginning are thus being interpreted as I 5th of D Minor and I 5th of A with B being a passing through note. The solo is transcribed in The FZ Guitar Book, pages 70-78.

6. Heavy duty Judy

Another solo over a vamp, here in E Mixolydian. Transcribed in The FZ Guitar Book, pages 79-89. The vamp does I-II-VII in E Mixolydian, while the bass gives an E pedal note. The sound of the guitar and some of its licks are remindful of the "Easy meat" solo from "Tinsel town rebellion", recorded about a week later at Santa Monica, December 1980. The vamp returns with variations and extensions as a concert opener on "The best band you've never heard before" (see the corresponding section for the "Heavy duty Judy" version from 1988). In Guitar Player, October 1995, Zappa comments upon the fact that a bass pedal note or the key of a vamp doesn't prescribe a keynote for his solos:
GP: "Heavy duty Judy" sounds as if it's based on more than one tonality.
FZ: I do that all the time. For instance, that's just an E7 vamp, and I like to play in the key of A. It's just like playing in the tonality of the eleventh [extending E7 to A would create an 11th chord on E].
GP: That can be pretty hairy for someone used to playing only major and minor chords and 7ths.
FZ: They are missing out! The fun doesn't start until you get at the eleventh.
GP: Further complicating the piece are the many different rhythms.
FZ: Well, basically, in that tune you've got the band - bass, keyboards and rhythm guitar - playing the same shuffle rhythm, and the guitar and drums are going apeshit on top of that, but always knowing where the downbeat is going back. That doesn't mean you have to play the downbeat, because everybody else is doing it - playing hemiolas across the bar.

7. Soup 'n old clothes

A solo in D Dorian. The bass guitar gives D as pedal point. Transcribed in The FZ Guitar Book, pages 90-106.


1. Variations on the Carlos Santana secret chord progression

G Dorian. The vamp is I 7th and IV 5th alternating in G Dorian or a G minor and a C chord alternating if you wish; Zappa refers to it as "That ol' G Minor thing again" on "Guitar", where the vamp is used again. It may also be that Zappa considered Dorian a variant upon minor, as he would call the A Mixolydian solo from Prague (1991) simply a solo in A. Mixolydian then being a variant upon major. Transcribed in The FZ Guitar Book, pages 108-117. The Trance-fusion section contains a fragment of two bars from this solo.

2. Gee, I like your pants

C Lydian. The accompanying chord scheme is I and II of C Lydian alternating. The band played five gigs between January 17th and 19th at the Odeon Hammersmith in London, doing two times an early and a late show. This solo is a cut-out of one of the two "Inca roads" solos as explained above, played on January 18th. Transcribed in The FZ Guitar Book, pages 118-123.

3. Canarsie

A restless solo, played over a vamp that is alternating C sharp and E. The solo itself is chromatic, not using a specific key and using many dissonant intervals. "Canarsie" and "Ship ahoy" are the two solos from "Shut up 'n play yer guitar some more", that aren't transcribed in the Guitar book.

Canarsie, opening (midi file).
Canarsie, 0:54 till 1:03 (midi file).

Canarsie, sections (transcription).

The basic tracks of "Canarsie" are taken from the 2/19/79 concert at the Odeon Hammersmith, London, with Arthur Barrow playing bass. There are some mysteries surrounding this solo. First the taped copies in the bootleg circuit apparently don't include this solo and no comparable ones from other concerts are reported. The bass overdub by Patrick O'hearn however, that replaces the original, gets confirmed in Greg Russo's book. The agenda of the Village Recorders studio in L.A. lists Patrick for May 11-12, 1979. Denny Walley plays a vamp on electric sitar. Secondly the exact rhythm of this solo is gruelling. The pick up bar consists of a drum intro lasting 7/8, followed by the first vamping figure of 5/16. Over this you get one of the many overdubbed comments that you can hear between the songs. The total vamp of two bars has two figures of unequal length alternating. The drum part is quite free. In the figures there is mostly an equality between drummer, sitar and bass, so the one must have known what the other was doing. There are a few instances with the drummer ticking eighth or sixteenth notes. From these instances I get the impression that the meter is a 14/8 - 13/8 alternation, though I can't give any guarantees for the solo as a whole. I still have the idea that the solo might be resynchronized to a degree. The transcription contains two fragments including the drum beats.

4. Ship ahoy

This is the oldest solo on "Shut up 'n play yer guitar", stemming from the 1976 tour in Japan and Australia. Two variants can be found on the Zappa Family Trust releases "FZ plays FZ" and "FZ:OZ". In the seventies he sometimes experimented with aftersounds, like the echo on "Leather goods" from "Läther". Here there are higher and lower as well as more irregular resonating aftersounds. A section of "Ship ahoy" also got included on "Läther", following upon the "Little green rosetta" theme. See the Läther section for a transcription.
"Ship ahoy" is played over a straight bass D-pedal, using D Dorian and D Mixolydian (both F and F sharp are used).

5. The deathless horsie

This is a solo with a larger preset opening theme. It uses various scales. The modulation scheme is B Mixolydian, A Lydian, C sharp Minor/Dorian and back to B Mixolydian. The bass guitar is giving the sequent keynotes as pedal notes. These scales use the same set of notes, except for that during the C# pedal section both the A and A# sharp are used. Thus here minor (with the A) and Dorian (with an A#) are used as siblings. In the Guitar Book for the C# pedal part, pages 130-134, you'll only encounter an A. The second example below is using an A, but it looks like Steve Vai miswrote himself at some instances, that actually have an A# (something I noted when I checked things for my scales table from the Burnt weeny sandwich section).

The deathless horsie (YCDTOSA), section (midi file).
The deathless horsie (SUNPYG), section (midi file).

The deathless horsie, sections (transcription).

The first example stems from the other available version of "The deathless horsie", the one that is included in "You can't do that on stage anymore, Vol I." (YCDTOSA) from the The Pier concerts, New York, 1984. The preset part lasts a minute in total and goes much identical to the "Shut up 'n' play yer guitar" (SUNPYG) version. The most notable differences in the set-up are:
- For SUNPYG the vamp is notated as two times 5/4. The YCDTOSA has to be notated differently, 6/4 plus 4/4, because of a more specific bass pattern. Here it's more like a vamp with the pedal notes as indicated below at the starting point.
- On YCDTOSA the following order of the pedal notes is different, namely C# first and then A.
The set-up on YCDTOSA is:
- 0:00 The vamp melody from staff 2 gets played twice.
- 0:08 The bass comes in with B pedal combined with a high keyboards B for the descant. This high B keeps being held all through the solo, the volume being less during the A pedal part. There's a little progression for the keyboards: II -I 7th - I.
- 0:17 The bass begins playing the pattern: B-F#-D#-A with as duration lengths 3+3+2+2 (in quarter notes).
- 0:26 The solo begins with the main theme played twice. The transcription below contains the second instance (bars 1-8), followed by the improvised soloing (bars 9-11). The main theme isn't played 100 % identical on all occasions, but with minor variations. It's made up of a little motif around B, played twice (bars 1-2), followed by a sequence of longer held chords (bars 3-8), at the end turning back to the I chord of B Mixolydian.
- 1:01 Improvised solo over B pedal.
- 1:36 Switch to C# pedal.
- 2:32 Switch to A pedal.
- 4:40 Return to B pedal with the main theme played twice again.
- 5:20 Vamp ends solo.
- 5:29 End of the track; the vamp segues into the "Dangerous kitchen".

6. Shut up 'n play your guitar some more

C Lydian as above. Transcribed in The FZ Guitar Book, pages 136-152, including the drum part.

7. Pink napkins

C sharp Minor (Aeolian)/Dorian and D Lydian. The bass guitar is alternating C sharp and D; it's the same pattern as in "Black napkins", see above. Zappa loved "Black napkins", playing it on the road for three sequent years from 1976 to 1978. See the FZ:OZ - FZ plays FZ section for more about "Black napkins". For this particular 1977 concert Zappa chose not to play the regular "Black napkins" opening theme, but to go straight ahead to the soloing over the progression. The meter is also different, namely 6/8 instead of 3/4, subdivided as two times 3/8. Transcribed in The FZ Guitar Book, pages 153-158.

Pink napkins, opening (midi file).

Pink napkins, opening (notes).

There's an ongoing indecision to play an A or A# over the C# pedal for the various occasions the C#/D schedule is used. In the examples in this study it goes as:
- Black napkins (1975): the A is avoided.
- Black napkins (1976): an A.
- Pink napkins: the A in bar 5 becomes A# in bar 7.
- Panty rap: the A is avoided again.
This continues in the 1988 version: A# for the chord at 0:39, A for the sax at 1:12-1:15 and 1:28-1:30, A# for the trumpet at 2:02-2:05 and an A again at 2:24-2:25.


1. Beat it with your fist

A short solo in A Dorian over the bass playing A pedal.

The FZ Guitar Book stops at the third "The return of the son of shut up 'n play yer guitar" album from the set, but it does contains nine other solos from "You are what you is", "Joe's garage", "Sheik Yerbouti" and "Zoot allures". Examples from the following titles are present in this study:
- "Theme from the 3rd movement of Sinister footwear" (Them or us section).
- "Watermelon in Easter hay" (Joe's garage section).
- "Sheik Yerbouti tango" (Roxy and elsewhere section).
- "Mo' mama" (Sheik Yerbouti section).
- "Black napkins" (FZ:OZ-FZ plays FZ section).

2. The return of the son of shut up 'n play yer guitar

Except for "Stucco Homes", the solos from the third "Return of the son of shut up 'n play yer guitar" album haven't been transcribed in the Guitar book, so here I can do some of the work.

Return of the son of shut up 'n play yer guitar, 0:55 till 1:25 (midi file).

Return of the son of shut up 'n play yer guitar, 0:55 till 1:25 (transcription).

This is the fourth and longest C Lydian solo included in this set. As it comes to irregular rhythmic groupings, you can hear a 17-tuplet going over a bar line in this example. I've also briefly notated how the I-II alternation is being played by the bass and keyboards.

3. Pinocchio's furniture

A solo in G Mixolydian with a bass motif using the I 5th chord (most bars start with a D-G movement).

4. Why Johnny can't read

An agitated solo in E Mixolydian. The first minute Zappa is playing alone with only an E-pedal note coming up at the indicated point (and some harmonic fill-in in the background). After this minute the drummer joins in, but they never seem to get at a regular downbeat.

Why Johnny can't read, opening (midi file).

Why Johnny can't read, opening (transcription).

It's almost incredible that Zappa can keep this nerve-racking pace up for four minutes. The opening lick is an arpeggio figure picking on all seven notes of the scale once (figure a), so you get to the largest chord that's possible within a key, namely a 13th chord. This lick gets varied upon twice in my example (figures b and c). At points a and b the pedal E still has to come up. If you take the E as root it's I 13th for all three instances (with the third missing at points b and c).

5. Stucco homes

The second of the two solos with Zappa playing an acoustic guitar in the studio. It's a lengthy one, transcribed in full by Steve Vai. The set up is the same as in "While you were out" from above. The Trance-fusion section contains a small outtake of three bars from this solo.

6. Canard du jour

Jean-Luc Ponty worked with Zappa from 1969 through 1973, but left the band in that year because he rather played jazz than the pieces Zappa had recorded for "Overnite sensation". Zappa wasn't amused, but also not vindictive, so here they are playing a duet without accompaniment. Zappa gave Jean-Luc equal space, crediting him as co-writer. So you get two personal styles mixed in this duet, giving it a special atmosphere. Jean-Luc can play softly, romantically, holding notes. Zappa is as good as always fast, an ongoing stream of rhythmic and harmonic combinations.

For further reading in this study about the guitar solos:
- Guitar: solo types.
- One shot deal: xenochrony.
- Trance-fusion: chromatic notes and quarter-tones.
- Sheik Yerbouti: solo building of Yo' Mama.
- Roxy and elsewhere: harmonies of the Orange County solo.
- Zoot allures: idem of the Zoot Allures solo.
- Quaudiophiliac: stylistic development.

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