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We are the Mothers…and This Is What We Sound Like!

Frank Zappa has been justly celebrated as a composer, guitarist, bandleader, social and political commentator, scourge of the religious right and free-speech activist. Less commonly noted is that Zappa was an early adopter of almost every significant new recording technology since the dawn of multitrack, and often used those technologies and devices in entirely original ways..

Frank Zappa has been justly celebrated as a composer, guitarist,bandleader, social and political commentator, scourge of the religiousright and free-speech activist. Less commonly noted is that Zappa wasan early adopter of almost every significant new recording technologysince the dawn of multitrack, and often used those technologies anddevices in entirely original ways. The Zappa catalog, which now numbersin excess of 70 releases, contains countless examples of innovativeuses of technology and many outrageously original solutions to musicaland technical problems.

Although it is not strictly necessary to know how Zappa created hisart in order to appreciate it, Mix readers are more likely thanmost to appreciate the originality of Zappa’s many recordingexperiments and admire his logical approach to problem solving. Thisarticle, based in part on interviews with several of his recordingengineers, will describe Zappa’s recording methods during the ’60s,’70s and ’80s, and trace how they evolved to take advantage oftechnological advances in recording and stagecraft.

When the Mothers of Invention first came to public attention withthe 1966 release of Freak Out!, the group’s apparent leader was,at 25, already an industry veteran. A self-taught musician who had beencomposing orchestral scores since his teens, Zappa had engineered andproduced records since the early 1960s, chiefly at Paul Buff’s PalRecording Studio in Cucamonga, Calif. In 1962, temporarily solventthanks to a partial payment for one of his early film scores, Zappatook over Pal, renamed it Studio Z and entered the world of business asa studio owner. “Meanwhile, my marriage fell apart,” Zappa wrote in hisautobiography, The Real Frank Zappa Book (co-authored with PeterOcchiogrosso, Poseidon Press, New York, 1989). “I filed for divorce,moved out of the house on G Street and into Studio Z, beginning a lifeof excessive overdubbage – nonstop, 12 hours a day.” This aberrantdevice-centric behavior, a theme that recurs frequently in Zappa’slyrics, was made possible in part by the fact that Pal contained theworld’s only staggered head, 5-track, half-inch tape recorder,constructed by Buff at a time when mono was the industry standard.

Zappa’s productions at Pal were not excessively complex – mainlyjazz, surf, doo-wop and novelty numbers – and activities at Studio Zcame to an end soon after Zappa was busted for “conspiracy to commitpornography” and briefly jailed. (Zappa had been set up by anundercover cop who commissioned a suggestive tape for a stag party, andthen arrested Zappa for producing it.) Nevertheless, when the Mothersof Invention (M.O.I.) entered T.T.G.’s Sunset Highland Studios in record their debut album, Zappa probably knew more about recordingthan most West Coast rock musicians. Zappa certainly impressedMGM/Verve producer Tom Wilson, who hired him as arranger for severalnon-Mothers sessions. And, though Wilson was the producer for thetwo-LP Freak Out! and its successor, Absolutely Free,Zappa produced all subsequent M.O.I. albums.

Having recorded the first two M.O.I. albums in L.A. on 4-trackequipment, Zappa moved to New York’s Mayfair and Apostolic 8-trackstudios for most of We’re Only In It For the Money, an LP bestknown for its cover parodying The Beatles’ Sgt. Pepper’s.Recorded in late 1967 and released March 1968, WOIIFTM featuressnippets of orchestral music that Zappa wrote and conducted duringsessions for Capitol producer Nick Venet almost a year earlier.Originally intended for release in August 1967, the orchestral albumwas delayed due to a dispute between Capitol and MGM, which claimedthat Zappa was under exclusive contract, foreshadowing Zappa’s manylegal troubles. By the time Lumpy Gravy was eventually released,Zappa had transformed the all-instrumental project into a bewilderingcollage of music, conspiratorial dialog recorded under the grand pianoat Apostolic, Motorhead Sherwood riffing on cars, cartoonish soundeffects and “snorks.” As Zappa himself recalled, he had spent ninemonths editing the 2-track master.

This wholesale revision of a completed work became a common theme inZappa’s work. As he explained to Rolling Stone interviewer JerryHopkins in early 1968, “It’s all one album. All the material on thealbums is organically related, and if I had all the master tapes and Icould take a razor blade and cut them apart and put it together againin a different order, it would still make one piece of music you canlisten to. Then, I could take that razor blade and cut it apart andreassemble it a different way and it would still make sense. I could dothis 20 ways. The material is definitely related.”

True to this philosophy, Zappa continually returned to his originalmaterial, re-editing and resequencing albums several times before theywere released or, in several cases, shelved. He also remixed almost theentire catalog for both vinyl and CD re-releases, often deleting,augmenting, re-editing or replacing performances that he consideredless than ideal.


Though sophisticated and innovative in terms of content andpresentation, the first three M.O.I. albums are somewhat dated in termsof their “sound,” a shortcoming that Zappa later addressed byoverdubbing new bass and drum parts on the We’re Only In It For theMoney tapes in the mid-’80s. However, along with LumpyGravy, the first three albums (now available in a threefer packagefrom Rykodisc) introduced several production techniques – and musicaland lyrical themes – that would feature prominently in later releases.Both Absolutely Free and We’re Only In It For the Moneyfeatured non-stop, segued album sides arranged as suites of songs,interspersed with field recordings of bandmembers’ dialog and sectionsof musique concrete (“natural” sounds modified by tapemanipulation). These audio jump cuts and sudden changes in ambiencewere also reflected in the music, as doo-wop, pop songs, politicalcommentary, fuzz guitar rock and cocktail jazz all piled up on eachother. As the years went by, Zappa’s edits became smoother, to thepoint of undetectability, but he consistently used editing as acompositional tool and created many coherent (if idiosyncratic)compositions from apparently random audio scraps.

Though Zappa’s “teenage” songs were deliberately simplistic, heincreasingly augmented the M.O.I.’s guitar band instrumentation withkeyboards, brass, woodwinds and orchestral percussion (timpani,marimba, vibes, etc.). As his arrangements became more demanding, Zappabegan expanding the band, and by late 1966, the original M.O.I. wasjoined by two experienced jazzers (woodwind player Bunk Gardner andpianist Don Preston) and a second drummer. A year later, the band alsoincluded two conservatory-trained “classical” musicians(multi-instrumentalist Ian Underwood and percussionist Arthur DyerTripp III), and Zappa was fronting a group in which several playerscould both sight read his increasingly complex compositions andimprovise with confidence.

The next two M.O.I. albums – Cruising With Ruben & The Jetsand Uncle Meat – took full advantage of both the M.O.I.’sincreasing musical competence and access to a new set of recordingtools. By late 1967, Apostolic Studios had installed a prototype Scully12-track recorder, and the overdubbing opportunities it afforded,together with a variable-speed oscillator used to modify the machine’s30 ips tape speed, allowed for the creation of a completely new soundpalette. As Zappa pointed out in Uncle Meat‘s unusuallyinformative sleeve notes, the new technology allowed engineer Dick Kuncto assemble one composition with 40 overdubbed tracks built into it, anextraordinary accomplishment in the days before noise reduction.

Uncle Meat remained unreleased for over a year after theoriginal sessions, giving Zappa plenty of time to edit in some examplesof the 1968 10-piece M.O.I. in concert, creating a set of recordingsthat mixed live and studio tracks without any attempt to disguise thefact. On one track, “King Kong,” Zappa edited straight from a studioperformance into a section recorded live at the Miami Pop Festival, ahighly unusual edit in any musical idiom. As a double album of mainlyinstrumental music, Uncle Meat had a limited market, but it wasextremely influential among musicians and remains a fan favorite.


In mid-1969, Zappa disbanded the original M.O.I. and began the16-track sessions for what would become Hot Rats. As before,Zappa made extensive use of overdubbing and varispeed effects to createdense and unusual keyboard and woodwind arrangements; otherwise, therecord was relatively straightforward – no segues and no jump-cuts. As16-track became the new recording standard for rock and “progressive”music, Zappa’s production innovations became less remarkable.Nevertheless, Hot Rats remains a fascinating example of whatcould be achieved in the new format.

By the end of the 1960s, Zappa had released seven albums of originalmaterial, two of them double-LP sets, and had enough in the can for aprojected 12-album set to be called The History & CollectedImprovisations of the Mothers of Invention. (This much discussedand frequently revised collection was never released, and Zappa soonplundered the material to produce two M.O.I. retrospectives, BurntWeeny Sandwich and Weasels Ripped My Flesh, both superblyedited collages of live and studio material.) By the end of the 1970s,there were another 18 releases in the catalog, including five live (ormainly live) albums, a two-LP film soundtrack, a triple-LP conceptalbum, a collection of orchestral compositions and two largelyinstrumental works that further explored the jazz-rock tendenciessuggested by Hot Rats. This prodigious output is even moreremarkable when one considers that Zappa toured consistently throughoutthe decade, spending up to 10 months of the year on the road; one giglist shows an average of over 80 shows a year and a peak of 130 in1974. As well as rehearsing and recording his frequently changing roadbands, Zappa also produced other acts, including Grand Funk Railroad(Good Singin’, Good Playin’), sued two record companies and hismanager for “aromatic accounting practices” and, at the end of thedecade, built his own studio.


During the early 1970s, Zappa worked mainly in 16- or 24-trackstudios in Los Angeles, including Paramount, Bolic Sound, Whitney andRecord Plant, with a few sessions at Caribou in Colorado, New York’sElectric Lady and London’s Trident. Kerry McNabb succeeded Dick Kunc asZappa’s primary studio engineer and should receive at least partialcredit for the superb sound of such popular albums as Over-NiteSensation (1973) and the 1974 Apostrophe (‘), which creptinto the Top 10 and was Zappa’s first Gold record. (“Don’t Eat theYellow Snow” even cracked the Top 100.) Also produced during thisperiod was One Size Fits All in 1975, which features anaudacious, if barely detectable, edit in the lead-off track, “IncaRoads” – Zappa cut direct from the original tracks, recorded on an L.A.soundstage for a TV special, to the guitar solo section from a liveperformance recorded in Helsinki, Finland. This technique of lifting asolo from a live performance is one that Zappa would make frequent useof, reflecting both his growing skill as an improviser anddissatisfaction with studio-recorded guitar solos.

Zappa had been taping the M.O.I.’s live performances since theirfirst gigs in 1966, and Dick Kunc made many excellent recordings on aportable setup that included an 8-channel mixer and a 2-track Uher.With Kunc gone, responsibility for making “road tapes” was delegated tovarious members of the road crew, including Davey Moire and GeorgeDouglas. Moire, who met Zappa during the live recordings that went intoBongo Fury (1975), joined the organization when Zappa asked himto mix FOH for the Royce Hall (UCLA) concerts, which resulted in theOrchestral Favorites album (recorded in 1975, but not releaseduntil 1979).

Though road tapes were typically recorded on a Scully 4-track at 30ips with Telefunken C-40 noise reduction, Zappa also arranged for hisguitar solos to be recorded wild onto a stereo Nagra, a technique thatprovided him with a ready library of solos more or less dissociatedfrom their original accompaniment. “Frank was notorious for pullingsolos off of songs that had been done years earlier,” recalls Moire.”He’d pull a guitar solo off this song and put it on that song -sometimes totally different songs.”

Zappa dubbed the technique “xenochrony,” from the Greek wordsxeno (strange or alien) and chrono (time). As heexplained, “In this technique, various tracks from unrelated sourcesare randomly synchronized with each other to make a final compositionwith rhythmic relationships unachievable by other means.” For example,in the case of the Zoot Allures track “Friendly Little Finger,”the solo guitar and bass were recorded in a dressing room on a 2-trackNagra and then later combined with an unrelated drum track for a piececalled “The Ocean Is the Ultimate Solution,” with additionalinstrumentation scored to complement the newly produced timesignatures. Xenochrony proved to be a powerful new compositional toolfor Zappa, and he returned to it many times over later albums.

Not surprisingly, Zappa’s tape archives were extensive, if notparticularly well cataloged. “But he was uncanny,” says Moire. “He knewevery note of every recording he ever made. He knew exactly what was onevery single tape he ever made. And it was all in his head. If hewanted to work on something, by God, he’d tell you right where to go toget it. He’s one of the most amazing guys I’ve ever met, and he had amind like a steel trap. Never forgot anything.”


Starting in 1975, Moire worked on several albums with Zappa inStudio B at The Record Plant. “It had this lovely API console with theAPI 550A EQ modules, and that beautifully warm API input stage,” Moirerecalls. “A lovely desk and 3M tape machines. We did a lot of reallycool stuff. Frank once had me cut a piece of foam out and mount aPignose amp on the harp of a Bosendorfer grand piano, pointing down tothe soundboard in the piano. Then he went out and put a sandbag on thesustain pedal, determined what he was going to play, and then, withthose little rubber mutes that piano tuners use, he muted out thedetrimental harmonics, knowing what he was going to play, knowing whichstrings were going to resonate.”

It was during this period that Zappa fired his manager, Herb Cohen,and became embroiled in various lawsuits against Cohen and Warner Bros.One result was that the Zoot Allures final master had to be cutfrom Zappa’s own 15 ips safety copy, as legal complications made itimpossible to recover the 30 ips master. Another consequence was thatthe live double-LP Zappa In New York (1978) remained unreleasedfor over a year, and Zappa was effectively barred from recording inL.A. studios or even gaining access to his now massive tape archives.Summarizing the experience some years later, Zappa noted, “The only wayyou can fight a record company is to be able to afford the legal battlethat they’ll whip on you. A company as big as Warner Bros. has lawyersfrom here to Pacoima. And all they do is smother you in paperwork, andthen you have to wait five years before you go to court.”

In 1979, four Zappa albums were released, but two (Sleep Dirtand Orchestral Favorites) were of older material that he’dpreviously submitted to Warners in an attempt to end his contract. Thetwo newer works – the two-LP Sheik Yerbouti and the two-volume,three-disc Joe’s Garage – form an interesting contrast inrecording methods. Apart from a couple of live tracks recorded on theScully 4-track and the xenochronous bass and drums duet “Rubber Shirt,”all of Sheik Yerbouti‘s tracks were built up by overdubbing overlive recordings. Joe’s Garage, on the other hand, is anall-studio album (recorded at the Village Recorder and Kendun Recordersby Joe Chiccarelli), but every guitar solo except one is xenochronous,having been extracted from a live performance and “flown in” to thestudio multitrack. This unusual process was also used in reverse: Zappawould pick out a solo, specify a meter and have drummer Vinnie Coliautaplay along, inventing polyrhythmic interplay as he went. (For moredetails on the Sheik Yerbouti and Joe’s Garage sessions,see Blair Jackson’s “Classic Tracks” article in Mix, September1998.)


Joe’s Garage was the last album that Zappa made at acommercial studio. According to David Gray, who was part of the roadcrew since early 1976, “Frank was talking about [his own studio] eversince I first joined, but it got extremely serious in ’78. A lot of thereasoning behind it was logistical. This way, he could work when hewanted to work and it didn’t require him to block-book anything so thathe could come in when he wanted to. And Frank clearly liked to work atnight. And I think he felt he could try a lot of stuff, in essence atno cost penalty, when he owned it himself.”

Designed by Rudy Brewer, with considerable input from Zappa and histechnical staff, the studio was a no-expense-spared professional setup- estimates of its cost range from $1.5 to $3.5 million. Essentiallybuilt as an addition to the Zappa home in the Hollywood Hills, itselfin an almost constant state of modification, the studio requiredsubstantial foundation work, which was somewhat complicated by the factthat bedrock was further down than had been anticipated. Nevertheless,the Utility Muffin Research Kitchen (UMRK) was more or less complete bylate 1979; the first sessions produced the single “I Don’t Wanna GetDrafted,” which had been started at Ocean Way with Allen Sidesengineering.

Gray recalls that UMRK included a large recording room that was “alittle bit larger than the classic studio. We sort of had alive-end/dead-end kind of thing going on. And there was a huge,glassed-in echo chamber. And a fairly large drum booth, a verygood-sized vocal booth and then a fairly large, open live-end/dead-endarea with high ceilings. Compared to what was out there, like TheVillage, this room was quite large. It was as good as any commercialstudio.”

In addition to the recording rooms, the facility included a coupleof acoustic echo chambers, one of them set up for eight sends and eightreturns, along with a shop area and a tape-storage vault. The console,a Harrison 4832, fed two 24-track Ampex MM1200s and a 16-track 3M M79,plus 2-track and 4-track Ampex ATR-102s with interchangeable 1/4-inchand 1/2-inch head stacks. Noise reduction was Dolby A-type, with fourM16 racks for the multitracks and 361 modules for the 2- and 4-trackrecorders. Zappa already owned a selection of outboard equipment, andhe steadily added to his collection of vintage processing gear andclassic mics. “M50s, U87s, U67s, all the older ones,” recalls Gray. “Hedefinitely really liked the sound of the vintage microphones. We eitherbuilt or repaired the power supplies for them and re-tubed them. And bythe time we were done, he had an excellent complement of vintageNeumanns and Telefunkens.”

The original monitoring included a soffited LCR array of three-wayWestlake-style JBL monitors with two additional rear speakers – Zappaanticipated mixing film soundtracks, and quad was not yet officiallydead. Near-field monitors included JBL 4311s and Auratones. Oftenfrustrated by commercial studios’ foldback systems, Zappa requested asophisticated headphone monitoring system. “We had a whole little thingcalled a “self-mix matrix,” recalls Gray. “Basically, you could sendany channel to this routing matrix and each individual out in the roomcould get four channels that they could mix themselves in headphones. Ithink we had eight or maybe 10 positions.”

Of the console, Gray says, “I think at the time, the Harrison was anexcellent choice. It was a reasonably priced console, as consoles went,and was extremely flexible. [It was] infinitely repairable, quitemodifiable and it sounded pretty damn good. I think, perhaps, if SSLhad been a little further down the line at that point, we might havegone that way. They were shipping this little 2-channel strip aroundtown. It had in-channel compression and some other things that were notonly desirable but sounded really good. But delivery was an issue, andthey were kind of new and unproven.”

With his own facility up and running, Zappa now needed an engineerand, after putting him through an audition both in the studio and at arehearsal space with his live band, hired Mark Pinske. An experiencedtouring sound engineer who’d worked for Clair Brothers, Showco andMaryland Sound, and had toured with Weather Report and MelissaManchester, Pinske had been working at Quad Eight Electronics designingfilm consoles.

Starting in 1980, Pinske mixed FOH on the road and, between tours,began mixing live tapes at UMRK; Tinsel Town Rebellion, a two-LPset released in 1981, was his first completed project. By this point,Zappa had a considerable backlog of 24-track remote recordings, plus anever-expanding archive of road tapes recorded on 4-track and 1-inch8-track. “Some of them turned out fairly decent,” says Pinske. “Anumber of engineers had left behind some really brilliant recordings.When you pulled some of them out, you just wondered how some of thesegot so good.”

George Douglas, who joined the organization in 1980, remembersmaking road tapes from a position just behind the stage with two YamahaPM1000 consoles and a Tascam 8-track. “It was obviously less thanideal, as far as monitoring went,” he notes. “After the European tour,I asked for and got a Midas 32-channel 8×8 and set up a Dolby rig andtwo 3M M79 24-tracks.”

The next technology upgrade came when Douglas and Pinske convincedZappa to purchase the Beach Boys’ recording truck. Both the truck andits Neve console required considerable refurbishment – stored for yearsat Beach Boy Mike Love’s seaside estate in Santa Barbara, Calif., thetruck was badly rusted – and Douglas also built a 150-channelsnake/splitter system, with 102 channels available in the truck. “Wetold Frank we had only 90 channels, which was just as well, as hisfirst mic input list was for 99 channels,” recalls Douglas. A Midasconsole was installed at right angles to the Neve, and two additionalCarvin boards, the fruits of an endorsement deal, were mounted on thetruck’s side walls. Another endorsement deal with AKG provided the 1981tour with a full complement of AKG dynamic and condenser mics.

Next month – Part 2, in which Frank Zappa pioneers digitalmultitrack recording and meets the Digital Gratification Consort.

Chris Michie is a Mix technical editor.


The Real Frank Zappa Book, Frank Zappa with PeterOcchiogrosso, Poseidon Press, 1989. By far the most entertainingaccount of Zappa’s life and work, though inevitably less than criticaland not entirely accurate. Superbly illustrated by A. West.

Cosmik Debris: The Collected History & Improvisations ofFrank Zappa, Greg Russo, Crossfire Publications, 1998. Revised1999. An invaluable resource that illustrates an exhaustive chronologywith many rare photos, record covers and press clippings. Includes anexcellent introduction to 20th-century classical music (and itspresumed influence on Zappa) by Chris Sansom. Also contains all of themajor lists: discographies, gigs, bands, films, TV and radioappearances, unreleased projects, etc.

The Frank Zappa Companion: Four Decades of Commentary, editedby Richard Kostelanetz, Schirmer Books, 1997. A collection of the moreintelligent and revealing interviews, reviews and critical articles.Dry, but informative.

BEST INTERNET SITES Prog-rock fan Bob Eichler’s comprehensive overview of Zappa’sentire oeuvre. An excellent place to start. Adefinitive collection of reviews written for Stereophile byRichard Lehnert. Essential for sorting out the best-sounding vinylpressings and CD remasters. (Some LPs still sound better than theFZ-approved Rykodisc CDs.) A fascinating timeline that indicates where and when most Zappatracks were recorded and by which bands. A largecollection of interviews with Zappa from a wide range of sources.[Currently unavailable – try in Friendly Little Finger, a massivecollection of links to Zappa-related sites:]

UncleMeat MP3 – Released in 1969, Uncle Meat was partlyrecorded on a prototype 12-track machine and features many complexarrangements created by extensive overdubbing. This short excerpt istypical of the new sound palette that Zappa was coaxing from the newlyaugmented M.O.I.

Zappa’sOwn Words… 20 Years Ago – Read an excerpt from a Mixinterview with Frank Zappa originally published in June 1983.

The Complete Mark Pinski Interview – While researching hisFrank Zappa retrospective, Mix technical editor Chris Michie spent along time talking with Zappa’s longtime studio and road engineer,Mark Pinske, getting a wealth of valuable material over three days ofinterviews. Read the conversations in their entirety here:
Pinski Interview Day One, Two, Three