Frank Zappa's musical language

Frank Zappa's musical language

A study of the music of Frank Zappa

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With his 1976 "Zoot allures" album, Zappa delivered a rock 'n roll album, exaggerating the roughness that's supposed to come along with it by posing as a creep on the album cover. The lyrics show the development of Zappa's sense of humour. Provocative as they may be, they can also make you laugh by the eloquence Zappa is uttering himself with. Sentences describing the evil prince in "The torture never stops" can be very poetical, including rhyme, like "he's the best of course of all the worst, some wrong been done, he done it first" (the song is about the (religious) idea of punishing sinners, only revealed at the end). It becomes offensiveness with a smile. "Zoot allures" is a good album to listen to for the use of regular chord progressions.


As in the case of rhythms, it's undoable to present some sort of overview of the harmonies Zappa is using because he would play chords in any way he pleased. The following mentions just some examples of certain directions he can take, ranging from the easiest progressions to the most varied ones. Obviously anything in between will turn up as well. You would have to look through a larger number of individual examples in this study to get a better picture.

Conventional chord progressions:
Conventional is here seen as a series of 5th and 7th chords. In various examples the progressions you can encounter are mentioned in the comment, mostly in Roman numbers, sometimes in rock terms.
- "Doreen", "Joe's garage": songs that are built around I-IV-V, one of the most common progressions. This can be seen as sheer conventionalism.
- "Cheap thrills", "No, no, no": songs that make use of easy repeated progressions, in this case I-IV-I 7th-IV-I.
- "You are what you is": a song built over two alternating chords.
- "I ain't got no heart", "You're probably wondering why I'm here", "Jelly roll gum drop", "Bwana dick" etc.: larger progressions, often with modulations. This applies to a large part of the examples in this study.
- "Run home, slow" movie sample #4, "Toad of the short forest", "America drinks", "It's from Kansas" etc.: things can get more and more complex till you get at songs where Zappa keeps changing the scales about all the time.
Unconventional diatonic chord progressions (9th chords and bigger):
- "It must be a camel", "Little umbrellas": dense and complex harmonies, achieved by constructing a song by recording in it layers.
- "Twenty small cigars" opening bars, "RDNZL", "Big swifty" piano part: other examples with larger chords.
- "five-five-FIVE": a sequence of 9th chords, led through various scales.
- "Regyptian strut", first example bars 5-7: an example where Zappa harmonizes the same melody in different ways, using dissonants.
Unconventional diatonic chord formations via series of notes:
- "Dwarf nebula", "Music for low budget orchestra", "Friendly little finger" opening bars, "Sleep dirt" accompanying chords, "Punky's whips" 33/32 bar, "Put a motor in yourself" etc.: various forms of 9th and 11th chords.
- "Orange county": both conventional and unconventional chords. In his guitar solos and many composed melodies you can see a total harmonic freedom. Cells with thirds, 5th and 7th chords (with or without the 5th) are passing by just as much as cells with 2-chords, sus4 chords and combinations as D-E-G-A. The 7th often appears in inverted forms as C-D-F or D-F-G.
- "Why Johnny can't read": formation of the 13th chord in the shape of an arpeggio.
Blending of notes and harmonic fields (diatonic):
- "Legends of the golden arches", "Regyptian strut, 2nd example", "What will Rumi do?", "The dog breath variations" (1992): combination of a lead melody in parallels over a vamp, where you're getting all combinations within a scale, almost at will. This effect can also be strongly present in the examples where Zappa is using two meters simultaneously (see the Roxy section).
- "No, no, no" opening bars, "Uncle Meat" bar 1, "Watermelon in Easter hay" bar 3, "The mammy nuns", "9/8 Objects": in several examples you'll see Zappa mixing as good as all notes of a scale in a very short time span, using a scale as something you might call a harmonic field. Combined with the many strings of 9th and 11th chords as well as the examples with constantly changing scales, bars as these are the clearest expressions of Zappa's attitude towards harmony: I can do whatever I want, not hindered by any system.
Atonal chords and strings:
- "Igor's boogie I and II": chords in atonal works Zappa wrote for his rock band.
- "Manx needs women": specific use of dissonants.
- "Mo 'n Herb's vacation" opening bars, "Sinister footwear I" bars 20-27: chords in atonal works Zappa wrote for orchestras.
- "Drowning witch" fifth example bars 9-11, "I come from nowhere" bar 5: examples of atonal strings of notes, played ultrafast.

Below at "The torture never stops" you'll find some remarks about preferred and to be avoided chords as suggested in other sources.

Many Zappa compositions have a single melodic line as starting point (like the "Florentine Pogen" melody from the One size fits all section). The chords can be derived from such melodic lines by grouping together the notes that are played after each other. Chords in the sense of notes played simultaneously (I call them chord progressions in this site to make a difference) don't have an important role in Zappa's music, in the sense that his scores are filled with them. For that matter Zappa doesn't sound "classic". A bar of Chopin can be full of notes, that, grouped together for their harmony, are often one or two chords. Of course keyboards and rhythm guitars can play accompanying chords, but usually not very conspicuously. "Zoot Allures" however contains a good deal of rock 'n roll chord progressions, which are played at the foreground. It also includes some keyboard chord progressions, which in this case are played by Zappa himself.

1. Wind up working in a gas station

Zoot allures album cover Regarding chords "Wind up working in a gas station" sounds as a good rock 'n roll song with Zappa playing all guitars, synthesizer and bass. To the right a shot from the album cover photo session with Eddie Jobson (not actually playing on Zoot allures) and Terry Bozzio, who's taking care of the drum parts. There's one lead guitar and two more overdubbed guitar parts. The synthesizer part is sometimes lightly present in the background (staff 4 of bars 3 and 4 of the example below). Regarding its lyrics and rhythm however, this song is puzzling. It's a form of poetry with both the lyrics interfering with the music and the music interfering with the lyrics. Its outlines are:

- 0:00 Little intro with a guitar chord and drumroll.
- 0:05 Theme 1.
The song begins in regular 4/4. Zappa has been looking for sentences with a comparable rhythm, as well as rhyme (though not perfect rhyme). The series "some, from, thumb, dumb" is rhyming, as does the series "decision, position, education". To achieve this better, the first sentence got twisted for its grammar. "This is a song that might offend some of you" etc. has become the following, where I'm notating the words with the accents in capitals and the 4/4 meter as breaks:

THIS is song might of-FEND you some
[Instrumental bar]
THAT'S the way it is where I come from
[Instrumental bar] If you've
BEEN there too, let me SEE your thumb
[Instrumental bar] Let me
See ...

- 0:21 Theme 2.
"Let me see your thumb", getting repeated over a higher and lower D pedal note by the bass. It's accompanied by a howling feedback C note on the guitar.
- 0:40 Guitar solo.
The example below starts at 0:49, halfway the solo. It's ambiguous about what key it's in, a common factor in Zappa's music. With both F natural and F sharp turning up, it's a mingling of D Dorian and D Mixolydian. During the solo Zappa is sometimes picking notes, but mostly he's letting a string glide between G and A. So G# and quartertones are present just as well. Deliberately letting notes get out of tune is in jazz circles sometime referred to as creating blue notes. In the background you've got two more guitar parts and some synthesizer notes, played in a irregular improvised form. It's difficult to notate this very precisely. Bars 1-4 are by approximation.

Wind up working in a gas station, section (midi file).

Wind up working in a gas station, section (transcription).

- 0:59 Theme 3.
"Show me your thumb that you're really dumb", repeated four times. What's probably meant as "thumbs up" gets shortened to just "thumb" in order to let it rhyme with "dumb". At this point Zappa isn't trying to mold the lyrics towards 4/4. Instead of that the rhythm of the spoken words is dictating the meter. It's a string of 16th and 8th notes, in total 10/16 and subdivided as 3+3+4. The harmony is a harmonic cadance: V-IV-I in C. During bars 9-10 the song evades to step VII of C with Bm7. This chord on B is used to modulate to B major. With many notes being altered, this transition comes out as a pretty drastic modulation. The preceding one from D Mixolydian (at the end of the solo) to C only meant a pedal note switch and one note being altered.
- 1:08 Theme 4.
Again the spoken text is directing the meter and its subdivision. All three sentences are thus formulated that they follow a 17/16 meter:

Bar 11: Hey now, better make a decision
Bar 12: [Instrumental bar] Be a
Bar 13: moron and keep your position
Bar 14: [Instrumental bar] You ought to
Bar 15: know now all your education
Next: [Instrumental bar] Or let me

The example above ends with bar 15 at 1:16. The three instrumental bars are a variation upon the bars with lyrics with its length being shortened to 15/16. The bass pattern is the most constant element in these bars. Two guitars are playing around the B and Cm chords.

- 1:24 Theme 5.
Till the end the following sentences get repeated by the vocalists, using the same melody for each line:
"Or let me know how you're gonna
Wind up working in a gas station
Pumping the gas every night"
Zoot Allures album:
"Many the camper wants to buy some bite (fish)"
1976 tour:
"Many the camper wants to buy some white"
Like the first sentence the last one gets twisted to let it fit better in the rhythm of the melody. It's about camper drivers looking for something to buy at the gas station and the words "bite" and "white" (white gas) are chosen because they rhyme to "night".
- 2:29 End.

2. Black napkins

Next to "The torture never stops", "Black napkins" kept being included in most concert setlists. I'm dealing with two versions in the preceding FZ:OZ section. "Pink napkins" is regarding its meter a variant upon "Black napkins". I'm commenting upon this version in the Shut up 'n play yer guitar section. The pattern in the accompaniment gets indicated, as well as the indecision to play an A or A# over the C# pedal for the various occasions the C#/D schedule is used.

3. The torture never stops

The next examples are Zappa playing the opening and coda of "The torture never stops" on keyboards, bass and guitar (most of the original album guitar part of the coda has been mixed out on the CD re-release). The opening is built around a bass motif and a I-VII chord progression in G Dorian. The VII chord can either be seen as a 13th chord or VII 5th mixed with I 5th continuing. The coda is basically regular, but because of the mixed chords on the pedal point and the frequent use of fourths some unconventional flavour is added to it.

The torture never stops, opening (midi file).
The torture never stops, coda (midi file).

The torture never stops, opening (transcription).
The torture never stops, coda (transcription).

It's the ending cadence of a song in G Dorian, that goes as follows:
bar 1 through 4: various chords upon G as pedal note.
bar 5: IV 7th, I 5th.
bar 6: VII 5th, V 5th.
bar 7: I 5th. For a moment it sounds like the melody is ending as a deceptive cadence with IV 5th (G and C), but the bass takes this C as a passing through note for D. So it ends regularly with I 5th.

Bars 1-4 are some of many examples showing that Zappa liked to use any kind of harmonies within a scale. It's a non-standard progression with:
- Gm.
- Gsus2.
- C as a fourth (G-C).
- Fadd2.
- Fsus2.
- Gm7 (no 3rd).
- Fsus2.
- Gsus4.
In traditional harmony extended chords, including sus2 and sus4-chords, are seen as dissonant, in need for a resulation to a triad. It's quite clear from many examples in my study that Zappa handled these chords as independent chords, like in the one above. Zappa didn't set traditional harmony aside but extended it to being allowed to do anything without an obligation to follow the "rules" you had to learn in harmony classes.

Zappa kept playing "The torture never stops" live, as well returning and extending the orginal tracks for his "Thing-Fish" CD from 1984. Other versions in this study:
"The torture never stops (1980)": the monumental live version from 1980 with a section going entirely different and several solos.
"The 'torchum' never stops": for "Thing-Fish" Zappa added a block, that he also played live seperately as "The evil prince".
"The torture never stops (1988)": another live version with the opening bars beginning somewhat differently from the above example.


a) Hateful progressions.
As it comes to chord progressions, Zappa called the progressions that you had to write down in harmony classes "hateful", especially the ones with the chords of resolution. He indeed liked non-standards chords as sus2 and sus4-chords, as well as extending chords up to the 11th and 13th. The confusing thing about Zappa is that, whenever he claims to dislike something musically, you'll find examples of him doing exactly what he dislikes. The reality about his harmonies is that he followed common paths just as much as he liked to deviate from it. This is already talked about above and other parts in this study. Dissonant chords can, but don't have to resolve, certainly not in Zappa's music. But it's also exaggerated to suggest that they have to in all classical music.

b) The chord bible.
In interviews Zappa has mentioned that he worked with a chord bible for his orchestral works from around 1980. These are the newly written, mostly atonal works for the L.S.O. and Boulez albums. The content of this chord bible hasn't been published, nor is it known for which specific titles he used this set and to what extent it got applied. Attempts to estimate what might be in it have been done by B. Clement. See the 2009 study by Clement in the literature list. Some side remarks have been made by me (you can find a link to a pdf file in the left menu with Clement's response to me), but in general I have no judgement upon this. Anything you say can't be verified, simply because this chord bible is stacked away in the ZFT archives.

c) Unstable chords?
B. Clement has also constructed a table with preferred and prohibited chords for Zappa's instrumental diatonic music. This is the more interesting part of his Lydian theory for here this theory is getting consequences. My study is kind of boring in this matter in the sense that I don't have such theories and tables. Because I'm simply saying that Zappa just did anything in any scale, there doesn't have to be much discussion about the preferred chords. Zappa indeed uses them. It's the prohibitions that are teasing.
Clement calls a number of chords unstable or dissonant within his Lydian system. Chords should avoid the inclusion of leading tones from this Lydian system. This means that in Aeolian/minor the triad and the sus2 and sus4 chords upon the tonic are to be avoided. In Dorian this goes for the sus2 chord. Clement doesn't go as far as excluding the triad in Ionian in his table, but his rule says that this chord should be seen as unstable too (for its third). In his article this gets stipulated as some sort of musicological formula, but in his response to me it's more down to earth. He's asking readers to play it and experience the dissonance.
As Clement also notices himself on page 155 of his article, his rule does the opposite of traditional harmony. Playing triads upon the major and minor tonics is about the most normal thing you can do in Western music. In case of Zappa's instrumental music he's asking you to experience these chords as dissonant. All details of Clement's reasoning can be found in his own study and his reponse to me (left menu), as well as my objections and examples to the contrary, so this doesn't have to get repeated here. Just for conceptual reasons his way of reasoning is thus peculiar, that one might ask if an academic journal should take the risk of publishing it. The editor from Music Theory Spectrum at that time, who approved this writing, is Mark Spicer, professor at the Hunter College, University of N.Y. When I informed him of my objections, this article had passed the submission procedure by long, being peer reviewed and all, and stood in front in the queue for being published. Mark Spicer wrote me the following: "You offer a transcribed example from "The Torture Never Stops" that purportedly shows a sus2 chord on a Dorian tonic. First, the presence of one example (or even many) does not contradict Clement's theory. Second, the sus2 chord in this particular example is easily explained as a G-minor triad with the A being a passing tone from B-flat to G, rather than a self-standing sus2 chord. In other words, the A could be considered not to be part of a sus2 chord but purely a melodic phenomenon."
So noted. Clement has stated his rule of Lydian consonance three times in a row and Mark Spicer wishes to maintain its correctness.

d) Prohibition of the dominant 7th?
In his 2009 study Clement also objects to the presence of the dominant 7th chord in his Lydian system. It's resolving tendencies would challenge the supremacy of the overriding Lydian tonic. V 7th resolving to I in major/Ionian is the best known example of a resolving chord. In his article he newly formulated a rule against the dominant 7th chord family upon the Mixolydian tonic, the only scale that has these chords upon its tonic, the chords Clement is concentrating upon. These arguments are different, but don't exclude each other. In my reaction I'm adressing myself to both versions, but in his response Clement claims that he only objects to the dominant 7th chord in Mixolydian. Then it does get inconsistent, because that would mean that playing V 7th - I in major would now be ok in his Lydian system. Anyway, when Zappa plays chords from the dominant 7th family in Mixolydian, they don't sound wrong to me.

4-5. Ms. Pinky - Find her finer

"Ms. Pinky" and "Find her finer" are the easier pop songs on "Zoot allures". "Ms. Pinky" has only one theme for both the verse and the chorus. Halfway there's a little instrumental section, still using the theme. Like "The torture never stops", the tracks from "Ms. Pinky" got re-used for "Thing-Fish". The song got renamed as "Artificial Rhonda" on the latter CD. "Find her finer" is built around a bass lick.

6. Friendly little finger

In 1976 the band did a one time visit to Japan, which explains the Japanese characters on the "Zoot allures" album sleeve. "Black napkins" was recorded live at Osaka, the "Zoot allures" opening from "YCDTOSA III" is taken from the Tokyo concert. Some eastern influences can be found on "Friendly little finger", not only because of the sound of the opening theme, but also by the various melismatic movements in this theme and the bass lines, that accompany the solo. "Friendly little finger" is an extraordinary solo in many aspects. It is best known as an early example on record, where Zappa applied a technique that he called "xenochrony" (strange synchrony). In the liner notes for "Rubber shirt" from "Sheik Yerbouti" he explains the idea behind it. Xenochrony is laying a recording over another track, that was recorded completely independent of it, followed by a resynchronization. It is thus different from an overdub and different from putting tracks behind each other or lying tracks over each other without adapting them. The resynchronisation has the effect of suggesting that the tracks are reacting upon each other. The transcribed solo section indicates this. A hand-made transcription by me is not proof of course, but the two equal beats pointed at with an arrow in bar 3 are clearly audible on the CD at 0:39-0:40. If it wasn't resynchronized, that would be too much of a coincidence. In this case the solo (a dressing room recording without accompaniment) and the drum part are from different occasions. The bass was overdubbed later on after the resynchronization was completed. See the One shot deal section for more about xenochrony.

Friendly little finger, opening riff (midi file).
Friendly little finger, 0:36 till 0:51 (midi file).

Friendly little finger, opening riff (transcription).
Friendly little finger, 0:36 till 0:51 (transcription).

The melody of the opening theme is using unusual harmonies, forming two 11th chords, namely D-E-B-A and G#-A-E-D. The lick is played by various snare and percussion instruments, mostly parallel, sometimes taking some side steps as in bar 4. In bar 6 the bass starts playing its own lines, as it will continue to do during the solo that follows upon the opening theme. At various instances this solo isn't using traditional western scales. In bars 3-5 it applies for instance the sequence C-Eb-F#-G-A over D pedal. It sounds unorthodox this way. The solo remains being played over D-pedal, but the scales change frequently. In bar 6 the key turns over to D minor (Aeolian), in bar 10 it becomes D Lydian. At the points where the solo is playing held notes, as in bars 1-2 and 9, the bass is taking over the solo. Because it's overdubbed it could do exactly that. Zappa is playing the bass here himself as well and it clearly isn't of the normal accompanying type as during live concerts.

7. Wonderful wino

This song stems from 1970, at first a Jeff Simmons song for a solo album. He played the music to Zappa, saying that he didn't know what lyrics it should have. So Zappa proposed he could write them. Since he wasn't a drinker or a drugs user, he only occasionally wrote songs about this subject, even though its presence in the rock-business was ubiquitous. He liked to write about everything happening in society, but this is something he apparently couldn't relate to easily. "Wino man" is about an alcoholic with Zappa singing it in the I-form, thus himself acting as if he was a wino. Other explicit songs about drugs are "Any downers" and "Cocaine decisions". Like "The torture never stops", "Wino man" has a small but pretty strong guitar solo in it. "Wino man" was also included in the 1971 setlist for his own band and can be found in this way on "Playground psychotics".

8. Zoot allures

The "Zoot allures" guitar solo is made up of four blocks:

a) 0:00-0:38. Opening with a sequence of chords from different scales. Next to the "Zoot allures" execution, you've got other versions on "Does humor belong in music?", "YCDTOSA vol. III" and "Make a jazz noise here". There are two more performances on ZFT releases. All versions follow the same general structure. At a detail level there are many differences, as you can for instance see by comparing the openings from "Zoot allures" (1976) and "Does humor belong in music?" (1984). The main differences, however, lie in the guitar solo (block d), that is getting far more space in the different live versions.

Zoot allures guitar solo, 1976, 0:00 till 0:14 (midi file).
Zoot allures guitar solo, 1984, 0:00 till 0:14 (midi file).

Zoot allures guitar solo, opening bars/section (transcription).

Both examples last as long and cover the same, but the 1984 version is actually played faster. This is caused by the chord from bar two being maintained one bar longer in 1984. Bars 6 and 7 respectively contain regular chords, G and Dm7. The chord from bar two has been recognized by B. Clement as the so-called So What chord, though not as extensively used as he suggests. This chord can be heard on "So what" from the Miles Davies album "Some kind of blue", and has been given a special status in jazz circles. Upon D# it's built as D#-G#-C#-F#-A#, thus three fourths followed by a major third. It's very much a guitar chord, because, upon E, these intervals are the standard tuning of strings 1-5. And by hitting all open strings, you would only be doubling the E, still leaving the So What chord sounding. In bar two from the 1976 version the A# fails, while in bar two from the 1984 version the D# is absent (apart from the melodic D# in the bass line). There are also instances where the chord can be heard to the full. An example is added from the Clement study with 2:32-2:48 from "Does humor belong in music?". As briefly indicated in his example, this gets followed by a pedal note guitar solo in A Mixolydian, instead of the alternation in C# Dorian on "Zoot allures".

b) 0:38-2:51. Central theme, a chord progression, following a modulation scheme.
The next example is the main chord progression from the "Zoot allures" guitar solo (pitch notation as it sounds). The fast key changes are responsible for the solo's harmonic tension.

Zoot allures guitar solo, 0:38 till 1:44 (midi file).

Zoot allures guitar solo, 0:38 till 1:44 (transcription).

- Bars 1-5. It starts in E with the chords I 5th, I 5th, V 5th plus E continuing, I 5th.
- Bars 6-8: Hereafter it shifts into the V 5th chord of F sharp, with G sharp as the common note with the previous chord. This key change is confirmed by a bass riff.
- Bars 9-16: Repetition.
- Bars 17-21: The solo returns to V 5th of E, followed by several passing through notes from E Minor (or Dorian).
- Bars 22-32: The three chords with their preceding triplets are combining I and V 5th of F sharp, G and A (because of the E pedal for this chord in the example above, this last instance can also be identified as E Mixolydian). This sequence is created by transposing these figures up, first with a minor second, next with a major second.

c) 2:51-3:06. Return of some of the chords from block a), followed by a transition towards a guitar solo.
d) 3:06-4:12. Improvised guitar solo over a I-IV alternation in C# Dorian, slowly fading out.

9. Disco boy

On "Disco boy" there's some greasy rock 'n roll playing with thick guitar and synthesizer sounds, like the "doo-dee" block in the middle of the song:

Disco boy, section (midi file).

Disco boy, section (transcription).

This progression, divided over four bars is I-IV-I-IV, IV, I-IV-I-IV and VII-I in B Mixolydian. An overview of the construction of this song can be found in the Ludwig study, page 224. This page contains the lead melody from both the verse and the chorus, while my example above stems from the instrumental bridge. The A sharp in the presets of his transcription must be a writing error: it should be an A natural. At the bottom Ludwig indicates as specific characteristics: bombastic synthesizer sounds, rock 'n roll rhythms and distorted guitars. When you listen in detail to how Zappa created this effect, you can hear that it's carefully planned via overdubbing.


Since chords can also be formed by a group of notes from a melody (broken chords), the use of intervals is to a point related to harmonies. This subject hasn't been specifically investigated by me, but it does get dealt with in the Ludwig study (pages 127-132). He has put the number of occurences of intervals in a table, that I would like to reproduce here. It takes an awful lot of time to set this up. In my study there are over 400 examples, while you've got the Frank Zappa Guitar book and the Hal Leonard series at your disposal just as well. So I'm rather assuming that the Ludwig table is representative for Zappa's composed diatonic music.

Intervals table.

This outcome concerns the lead melodies from the Frank Zappa songbook vol. I and the transcriptions in his own study (pages 218-259). The titles are mentioned in the scores section from the left menu of this site. It's almost solely diatonic music, so no conclusions can be made about intervals in Zappa's atonal music. The same goes for the guitar solos.
Minor and major seconds have been left out of the scope. Here Ludwig comments that they by far exceed the other intervals, as usual in most music. Minor and major thirds are the next most common intervals in Western music, so it might be expected that they also occur frequently in Zappa's output. What you can see happening is that all intervals within an octave are relatively common in his music. His fondness of fourths and, to a lesser degree, fifths, can be recognized in this table. This subject is also coming by in my study in the Uncle meat (title song), Jazz from hell and Civilization phaze III sections. Interval jumps over an octave are rare in both Zappa's music and music in general. An instance of a very large interval jump, a 12th, can be found in the "Who are the brain police (1970)" examples from the Quaudiophiliac and Carnegie Hall sections from my study. A 10th can be heard in bars 5-6 from my "Would you like a snack?" example.

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