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

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Much of Zappa's music has its basis in the single melodic line. The chord are often indicated by their symbols and can very in each version of a song. Counterpoint doesn't play an important role in much of his music. When you listen for instance to "Bongo fury" (1975), the little counterpoint you can encounter are some motifs played by the bass. Hardly any rules apply to Zappa's music however and when you take the little use of counterpoint as characteristic, you will also find sections showing the opposite, together enough to fill a CD with counterpoint exercises. This section focuses on the places where he is applying counterpoint and some of its different appearances. For definition purposes: counterpoint is seen here as any kind of music where more than one more or less individual melodic line is played at the same time.

This section works in conjunction with the "The yellow shark: counterpoint #2" section, this one doing examples from Zappa's earlier work and the latter fills in the picture with pieces composed in the eighties.

1) Classical counterpoint.

What will this evening bring me this morning

Zappa mostly doesn't use classical forms as fugues and canons with imitation in the melodic lines, but sometimes imitation is applied. Take the canon set up of "What will this evening bring me this morning", from "200 Motels" (1971). From 1:35 onwards a second voice is singing one bar after the first voice. Or take the little fragment between 1:07 till 1:12 from "Pound for a brown", "Yellow shark" version.

What will this evening bring me this morning, theme (midi file).
What will this evening bring me this morning, canon (midi file).

What will this evening bring me this morning, theme and canon (transcription).

The "What will this evening bring me this morning" sections above are in E. In both cases the bass plays a pattern with E as the central note. In the first example it's the E alternating with B in a syncopic way. Syncopes also happen at various points in the lead melody. In the second case it's a two-bar pattern with the bass picking the notes E-F#-E-B. In bar 6 of the first example, the bar where the vocals pause, the organ plays a little chord progression: I-IV-I. In the second example the keyboards are improvising in the background. Staff 5 represents the brass, playing an E in a rhythmically irregular way. Whereas the form is classical, the harmonies are less classical. The whole doesn't constitute a sequence of traditional 5th and 7th chords. Instead of that Zappa lets the vocals, accompaniment and bass mingle freely through the scale of E.

What will this evening bring me this morning

"What will this evening bring me this morning" was shot during the final hours of the filming of "200 Motels", when sets not to be used anymore could be destructed. You can see band members having fun doing so with Zappa's eye fading in and out ("he's watching us"). At the beginning of the movie you can see the band members complaining about him always watching and taping them behind their back, a scene of course completely directed by Zappa himself.

2) Counterpoint including complementary harmony.

See the Uncle Meat section for "Mr. Green Genes" and the counterpoint #2 section for "Strictly genteel (1987)".

3) Counterpoint through multiple layers.

See below at "Dwarf nebula processional march & dwarf nebula" from "Weasels ripped my flesh".

4) Counterpoint with shifting harmonies.

Sofa (1976)

Harmonic independency is very explicitly present in the following example from "Sofa" with two-part counterpoint. This song was first included in the setlist of 1971 (see the Fillmore East section), next studio recordings appeared on "One size fits all" from 1975 and a live version from 1976 got included in the "Zappa in New York" album (released in 1978). It's this last recording the following bars stem from:

Sofa (1976), fragment (midi file).

Sofa (1976), fragment (transcription).

Again both melodies are in the same key, and both move harmonically independently. This is accentuated by the fact that the two melodies, that both are repeated, are of unequal length, namely four and three bars. Thus the harmonic combinations we are getting keep changing all the time. See the "New brown clouds" theme in the "Studio Tan" section for another example. Like its main theme (see the Fillmore East, 1971, section) this section is in 3/4. The bass G pedal note sets the scale to G Mixolydian. For more about the polyphonic set-up of this section, you can look at the "Sofa (1975)" example from the One size fits all section of this study.

5-6) Free counterpoint and counterpoint in an atonal field.

The 1974 version of the "Dog breath variations" can serve as an example of free counterpoint in earlier work. See the Uncle Meat section for a transcription. Another instance is the "Rollo interior" score, of which a section is included in the "St. Alfonso" example from the Apostrophe (') section. The counterpoint #2 section continues with this item with three examples from "The yellow shark" and two from "Everything is healing nicely". "Igor's boogie" from the previous section is an example of atonal counterpoint in earlier work.


During the spring tour of 1969 it became noticeable that Zappa was becoming to feel worn out playing with the Mothers in this form. In the press he started complaining about audiences clapping for the wrong reason and continued saying that he felt that he was banging his head against the wall. The band was on a regular payroll and the most economical way to end the situation was to disband the group. Zappa took this step in August, but continued working with his two best skilled musicians, Ian Underwood and Art Tripp (the latter would soon join Beefheart's Magic band). It shows that he could be ruthless as it came to pursuing his ideas. The story about Duke Ellington begging for an advance in The real FZ book seems awkward. More convincing is what he said in the press directly afterwards, namely that it was time to work upon the material already recorded, rather than trying to keep doing the same thing over and over again. With "Hot rats" in progress he was heading for new directions with session musicians and he wanted to close the first Mothers period.
The first idea was to come up with a 12-record set, called "The collected history and improvisations of The Mothers of Invention". His record company wasn't interested, so he advertised for it, trying to sell the records individually by mail order. All had names by now, indicating that they went back to early pre-Mothers recordings. The next year however two albums from the set were regularly released, leaving ten in stock. As time progressed in the seventies he lost interest in the project, saying that his current band could do better. Even so, eventually more than the quantity of a 12-record set became available (see below at the bottom of this section).

1-2. Didja get any onya? - Directly from my heart to you

Berlin concert Next are some compositions that have a prescribed framework, but mostly are improvisations. First are two riffs from "Didja get any onya?" over which the brass section improvises. Both riffs are in odd meters. The first one is in 7/16.

Didja get any onya?, opening (midi file).
Didja get any onya?, central riff (midi file).

Didja get any onya?, sections (transcription).

The scale is here F# Phrygian with the A altered to A# half of the time. Bass and keyboard form the F#7 chord. The second one in 14/16 is also present in "Charles Ives" from "YCDTOSA Vol. V" and "The blimp" from Beefheart's "Trout mask replica" album, which Zappa produced. The key here is C Lydian and the accompaniment is now making a chord progression: an alternation of I and VI 7th. "Directly from my heart to you" is a blues song by Richard W. Penniman (artist name Little Richard). This cover features Don "Sugarcane" Harris as a guest player once more. See the Hot rats section for an example of his violin playing.

3. Prelude to the afternoon of a sexually aroused gas mask

"Prelude to the afternoon of a sexually aroused gas mask" is one of the six live tracks from "Weasels ripped my flesh". The title can only be a reference to Debussy's "Prélude a l'après midi d'un faune".

Prelude to the afternoon of a sexually aroused gas mask, 1:01-1:08 (midi file).

Prelude to the afternoon of a sexually aroused gas mask, 1:01-1:08 (transcription).

It's a collage of a number of live routines the Mothers did in the late sixties:
- 0:00 It starts off with Don Preston, being credited for "electronic effects".
- 1:01 Part in 5/16 with a little sax solo. Switching to 5/16 belonged to the standard repertoire of the band playing live. See the Absolutely free section for Art Tripp explaining how Zappa used to indicate it. Other examples in this study are "Prelude to King Kong" and "Ian Underwood whips it out". The last one with two figures in 5/16 becoming a 10/16 meter. While the bass is playing a pedal A, both the lead sax from staff 1 and the second sax from staff two are playing over it in a semi-diatonic, semi-chromatic manner. In bars 1-2 the saxes are for instance mostly using notes from what you might call Db.
- 1:20 The hysterical vocal act by Roy Estrada. The band can join every now and then by singing low clusters and squeaks, following hand signals by Zappa. Above to the right one of these signals (taken over from the Dominique Chevalier book, page 15).
- 2:55 The snorks routine, accompanied by a keyboard part (material from Tschajkovky's 6th symphony, played in a pastiche-like manner).
- 3:38 Closing chord, rushing and vibrating.
- 3:47 End.

4-5. Toad of the short forest - Get a little

The first minute of "Toad of the short forest" goes back to the Studio Z period, when Zappa was writing some music for the intended "I was a teenage maltshop" opera. Two examples are included in the Projects section. Next you've a sax solo being played over some of the vamps Zappa applied to his live concerts. At one section a complicated polyrhythmic figure is formed with three meters being played simultaneously. The Roxy section gives an overview of similar examples, included in this study. In this case Zappa informs the audience about what's happening: drummer A playing in 7/8, drummer B playing in 3/4, the bass playing in 3/4, the organ playing in 5/8, the tambourine playing in 3/4, and the alto sax is blowing its nose. "Get a little" is a pedal note solo, the solo itself largely being in E Dorian with a G as minor third. If I'm not mistaken the accompanying chord can also be major with G-sharp, thus mingling Dorian with Mixolydian (see also the Guitar section of this study). At 1:18 it does definitely sound as Mixolydian with also the guitar playing a G#.

6. The Eric Dolphy memorial party

Rhythmically the "Eric Dolphy Memorial Party" example from below contains two strings with accelerations through a 3/4 meter by shortening the lengths of the notes, causing many syncopes. It gets applied during bars 1-4 and bars 5-8. To a point the second set of bars can be seen as a (character) variation upon the first set. As Ludwig writes about the second set on page 116 of his study from 1992: "In this case the hemiolas are the starting point of another peculiarity. First the bow between the last eighth note of the hemiolas and the first fourth note of the next bar draws your attention [bars 6-7]. When following the note sequence, an acceleration of the pulses becomes clearly notable. This effect of acceleration is not caused by speeding up the tempo, but by a rhythmic formation in the shape of a row. It starts with two half notes, followed by two dotted fourth notes, two fourth notes, two dotted eighth notes, two eight notes, ending with two 16th notes." Included as well below are bars 9-22 from the Ludwig study, stressing the atonal character of this piece.

Eric Dolphy memorial party, opening (midi file).

Eric Dolphy memorial party, opening (transcription).

To what extend the bass line in this song is prescribed is debatable, my best guess is that Zappa wrote out the melody with per bar a bass pedal note (as he did in "The black page", that has been officially published). The bass player could then improvise along this pattern. Zappa has sometimes been accused of taking too much credit of the songs. "Weasels of ripped my flesh" is an album with a lot of improvisation, estimated at 80% by Zappa himself. But if you ask yourself if then it shouldn't be credited as a group effort, then you have to take into account that: in all rock and jazz music the writer of the basic themes gets the credit and the soloists never, Zappa himself is improvising on guitar, "Directly from my heart to you" is a cover and Zappa is the one directing, editing and compiling the album. Without the prescribed material it would have been a set of loose ends.

7. Dwarf nebula processional march & dwarf nebula

"Dwarf nebula processional march & dwarf nebula" from "Weasels ripped my flesh" opens with an interesting counterpoint showpiece, where several (sped up) melodies are played simultaneously in different combinations. The first four melodies are given beneath:

Dwarf Nebula (midi file).

Dwarf Nebula (transcription).

They are subsequently played in the following combinations: A-B, A-C, A-B and A-C-D. Theme A is permanently present and moves from the A chord towards the F#m chord, leaving it a bit in the middle whether you should see A or F# as key note. Though all melodies use the scale of A (or F# minor) with a few alterations, their harmonic and rhythmic movements are more independent of each other, giving the melodies more individuality than in the Sofa example from above. Melody A is an easy folk tune like one, opening with I-V (no 5th)-VI 5th in A. Melody D is harmonically the most exotic one, opening for instance with what you might call a 9th chord on C sharp (C#-E-D) and a chromatic passage. The combination of these two openings can't be called harmonically complementary. It's an example of Zappa saying I can do whatever I want as it comes to harmony and counterpoint, and still the result becomes a logic sounding unit. Rhythmically melody B opens with several syncopes.

8. My guitar wants to kill your mama

Next is an example from "Weasels ripped my flesh" (1970), where Zappa includes an atonal section in an interlude for a rock song. The construction of track 8 from this CD, "My guitar wants to kill your mama", gets described below. It begins with ticking rapidly on the G chord without the 3rd, a standard from the fifties comparable to the opening of "No, no, no". The lyrics also follow rock song topics, rather than being related to Zappa's own life (unless I've missed something in the biographies). The opening is ambiguous about its use of scales. In a wider context it should be seen as G Dorian, because the same set-up is used for the verse and refrain, appearing five times in total. The opening however mingles G Dorian for the sung part with G Mixolydian for the accompaniment, because both the Dorian Bb and the Mixolydian B are used. Specific for the opening is that Zappa puts an F beneath it as pedal note, while the sung part and the accompaniment are on G. All other instances are on G for everybody. The other official "My guitar" version from "YCDTOSA IV" doesn't have this lower note beneath it neither. There both the bass and melody begin in D Dorian. If you do take the F as keynote nevertheless, the opening would be in F major mingled with F Lydian, but seen the general construction of this song it can better be taken as an incidental variation.

- 0:00 Phrase 1 ("You know ..."), as described above.
- 0:26 Phrase 2 ("I get ..."). The song moves over to step IV of G Dorian, equal to step I of C Mixolydian for its continuation in phrase 3.

My guitar wants to kill your mama, 0:00-0:28 (midi file).

My guitar wants to kill your mama, 0:00-0:28 (transcription).

- 0:30 Phrase 3 ("I call ..."). C Mixolydian, now modulating briefly to D Mixolydian by moving up a second via parallels.
- 0:34 Phrase 1 ("My guitar ..."), G Dorian.
- 0:43 Phrase 2 ("My guitar ..."), step IV or C Mixolydian.
- 0:48 Phrase 3 ("I get ..."), D Mixolydian.
- 0:50 The melody modulates back to G Dorian.
- 0:52 Phrase 1 ("Later I ..."), G Dorian.
- 1:09 Phrase 2 ("I get ..."), step IV or C Mixolydian.
- 1:14 Phrase 3 ("I crawl ..."), D Mixolydian.
- 1:18 Section 1. Bar 1 of the transcription below is the last one from the previous verse. It gets followed by a bridge of three instrumental sections, that are unrelated to each other and the central themes, thus forming a little collage. Only a few of notes/chords facilitate the transitions. From bar 1 to 2 only the bass D pedal note continues for letting the interlude segue. Here it gets atonal and very irregular with intervals changing all the time (it's sometimes hard to hear the exact notes). Rhythmically it begins off-beat in bar 2, moving over to mostly on-beat for the next three bars. Two instruments are playing fast in high registers, so it has to be sped up to double speed.
- 1:27 Section 2. A melody in B minor. Due to the fact that the last two chords from the previous theme are relatively long held, this theme can begin as good as overnight. It's another example of a short irregular through-composed melody that can be following both traditional and untraditional chords. Beat 1 of bar 6 could for instance be interpreted as VII 9th and beat 3 as I 7th.

My guitar wants to kill your mama, 1:16-1:34 (midi file).

My guitar wants to kill your mama, 1:16-1:34 (transcription).

- 1:36 Section 3. Guitar solo in A Mixolydian.
- 1:53 The verse repeats like at 0:52.
- 2:19 The refrain repeats like at 0:34.
- 2:36 Guitar solo in G Dorian.
- 3:32 End.

9. Oh no

The score of "Oh no" is available in The Frank Zappa songbook, vol. I, pages 57-58. It's the version with lyrics. The opening of the instrumental version from 1967 is included in the Lumpy gravy section of this study. The Weasels ripped my flesh version end with what you might call a transitory theme for the next "The Orange County lumber truck" track. This theme returns in a different shape as the first theme from "Son of Orange County" from the later "Roxy and Elsewhere" album. So here this theme is part of the "Orange County" song. A transcription of its lead melody is included in the corresponding section. During "Oh no" this theme is played over a I-IV alternation in C# Dorian.

10-11. The Orange County lumber truck - Weasels ripped my flesh

During the Berlin concert of 1968 the rebellious student audience tried to climb on stage and Zappa asked Don Preston to press all keys to scare off the crowd. The incident exists on film and was presented in L.A. colleges as part of the short "Burnt weeny sandwich" movie (still above in this page). Apparently Zappa liked the effect, so they could do it again during normal concerts. Don already used a rushing sound in the examples below and by clustering the keys you get the big blast of rush with feedback as on "Weasels ripped my flesh". It follows upon a guitar solo that gets cut off and its shock effect never fails. The midi file below contains the chord cluster, but not the irregular feedback effects that make this piece so horrific.

The Orange County lumber truck - Weasels ripped my flesh, transition (midi file).

The Orange County lumber truck - Weasels ripped my flesh, transition (transcription).

The transcription contains the end of this solo, that concludes "The Orange county lumber truck". It's in 4/4 in the key of F# Dorian. It gets cut off precisely at the end of a meter. After this everything continues without a meter. First you can hear some people laughing and coughing for some seconds, next the big dissonant chord follows, sustained for two minutes. "YCDTOSA Vol. V" is additional to "Weasels ripped my flesh" with a lot of experimental stuff, conversations and improvisations. To the right an outtake from the fantastic drawing by Neon Park, illustrating the pacific beauty of several of the album's themes, getting brutally ended by a weasel ripping your flesh.


The whole disc I of "YCDTOSA Vol. V" is devoted to the original Mothers of invention, as they played live at the end of the sixties. Regarding content it fits very well into the idea of the "collected history and improvisations of The Mothers of Invention". There are story-telling pieces in it and a lot of improvisations. The "YCDTOSA" series has a section of its own in this study, with examples from each CD.

Baked-bean boogie - No waiting for the peanuts to dissolve

"Baked-bean boogie" from vol. V is Zappa himself soloing. It's a solo in Eb Dorian over a bass riff. It turns out to be an outtake from the "Uncle Rhebus" track, that the ZFT included in their "Finer moments" release from 2012. See the Uncle meat section for a description and examples from "Uncle Rhebus". In the YCDTOSA section at Vol. V you can find an overview of examples from this CD in this study.

Baked-bean boogie, opening (midi file).
No waiting for the peanuts to dissolve, section (midi file).

Baked-bean boogie, opening (transcription)
No waiting for the peanuts to dissolve, section (transcription)

"No waiting for the peanuts to dissolve" is another instrumental with subsequently Lowell George, Zappa and Bunk Gardner soloing. The section with Zappa on lead guitar is the best example of pentatonic music, that I've encountered so far. Zappa's music can frequently contain pentatonic passages, but here you can hear the pentatonic scale being used over a longer period by the whole band. Upon the tonic this set is E-G-A-B-D. At some points you can also hear an A#, C and C#, but these are more chromatic passing notes. Staff one from the example is Zappa, staff two is Lowell George. Pentatonic episodes are in case of Zappa always embedded in diatonic environments or being played next to other scales. In this case the piece as a whole is in E Dorian, which is why I've also notated this section as if in E Dorian. The F# from this scale isn't touched upon at all in this example.

Chocolate Halvah

Lowell George In "Chocolate Halvah" Zappa is responsible for creating an environment with some fixed elements while others can improvise. In this case this environment is formed by the drums/guiro - bass - rhythm guitar combination as represented in staves 4-5 and the two percussion lines of the example, bars 1-3. It's some sort of vamping figure with the percussion standing central. The bass and rhythm guitar vary a little. Roy Estrada is "swami #1", singing the notes of staff one. Lowell George sings staff two as "swami #2". Both get co-credited for their contribution. To the right: Zappa and Lowell George.

Chocolate Halvah, 2:39 till 3:05 (midi file).

Chocolate Halvah, 2:39 till 3:05 (transcription)

There's a bass pedal and a bass E-D-E figure during most of this song, while the "rhythm guitar" from staff 4 scratches notes from E Dorian. Apparently both staves 3 and 4 are played by Zappa. Lowell George gets credited for playing guiro, a Latin percussion instrument, that creates rattle-like sounds. Because of the chromatic notes of the sung part, however, the atmosphere gets between diatonic and atonal. Towards the end regular guitar chords enter the picture. These chords set the character of piece firmly towards diatonic playing in E Dorian. In bars 3-8 it's two times I-IV-III. When these chords are coming in, the characteristic drum beats of bars 1-3 are left to make place for standard 4/4 drumming.

Underground freak-out music

"Underground freak-out music" is another example, where Zappa is responsible for setting up the outlines of a song, while Lowell George and Don Preston are the soloists in it. He introduces this piece as "This is underground psychedelic acid rock freak-out music". Both the guitar and keyboard/electronics parts are using fuzz tones. At some points I'm not even sure who's doing what. The bass part is a rapidly pulsing Eb pedal note, something the later hard rock fans became to crave for.

Underground freak-out music, 0:05-0:26 (midi file).

Underground freak-out music, 0:05-0:26 (transcription)

The song starts off as pentatonic. The example above, with the first eight bars, is entirely pentatonic except for a D natural passing note. It takes a while before the other two diatonic notes introduce themselves. A C appears in the guitar part at 0:47 minutes and as an Ab-C chord by the saxes at 1:14. From 1:28 onwards the song becomes regular Eb Dorian with the total scale being involved, including the F.

The collected history and improvisations of The Mothers of Invention

The chances that the original "The collected history and improvisations of The Mothers of Invention" set will ever be released have become about nil. The actual releases of material with the original Mothers from 1970 onwards would be differently. First two 1970 albums from the set were released individually. During the nineties Zappa released two live CDs, entirely made up of material with the original Mothers of invention: the already mentioned "YCDTOSA Vol. V", disc 1, and "Ahead of their time". With the ZFT releases, the total amount is still augmenting:

- FZ albums that were part of "The collected history...":
1) Burnt weeny sandwich
2) Weasels ripped my flesh
- Other FZ albums:
3) Ahead of their time
4) YCDTOSA I: 3 tracks
5) YCDTOSA IV: 3 tracks
6) YCDTOSA V: disc I
7) The lost episodes: tracks 1-22
8) The mystery disc
- Single collections:
9) Rare meat/Cucamonga years/Cucamonga
- ZFT releases:
10) Joe's domage
11) Joe's Xmasage
12) MOFO
13) Lumpy Money
14) Greasy love songs
15) Road tapes, venue #1
16) Finer moments
17) Meat light
- Bootlegs from the Beat the boots series:
18) 'Tis the season to be jelly
19) Our man in Nirvana
20) Electric aunt Jemima
21) At the Ark

It's impossible to say what would be on the remainder of ten records. But what you can say is that the amount in minutes on official releases by now (i.e. since 2012, after two more double CDs by the ZFT) has become bigger than what would be on the 12-record set. And when you include the four bootlegs it by far exceeds the quantity of the "Collected history...". The sound quality of the bootlegs varies between poor and listenable, but for sixties bootlegs they are surprisingly well. "Electric aunt Jemima" is close to a normal sound quality. "The Ark" is a concert that Zappa himself recorded as well for a possible album release. These bootlegs give an opportunity to listen to an arbitrary Mothers concert from the sixties as they used to be. They were full off improvisations and extensive soloing. I guess you could say that the "Collected history..." mostly has become available, though in a different form. In December 2010 Gail Zappa gave the final verdict upon the status of the 12-record set ( "Thoroughly dissected and resectioned and much of it resequenced and recollected into other existing releases. Hard to know today exactly what the original material consisted of."

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