The Universe of Frank Zappa
By Richard Abowitz
From Gadfly May 1999

I have two favorite American composers from this century: Duke Ellington and Frank Zappa. By the end of centennial celebrations this year, having only genre snobbery and racism to overcome, Ellington will be on the way to receiving his due. Frank Zappa is going to be a much trickier case.

After you've been listening to Frank Zappa—nothing else, just Zappa—for days and days, the moment will come when you get it. Or maybe you lose it. You catch a fragment of conversation and await the descending trill of Synclavier sound. Instead of sleeping, you drive around all night listening to Thing-Fish and Joe's Garage, and not just because they're long and you want to get to the end of the story, but also because the people you live with refuse to allow any more Zappa in the house. Friends stare as you proclaim the merits of "The Dog Breath Variations," "Uncle Meat" and "G-Spot Tornado." Some try to be sympathetic and ask you to name a Zappa song that they might know. "Dancin' Fool," you say, hopefully. Nothing. "Valley Girl." Blank stare. "Titties and Beer," "Montana," and, knowing that you're losing them, you blurt out, "Watch out where the huskies go/ an' don't you eat that yellow snow." Your friends ask you not to discuss Frank Zappa with them. Worst of all, you spend your now ever-increasing spare time digging through technical manuals trying to find out—just what is Telefunken U-47? Welcome to Zappa's Universe.

What's New in Baltimore?
Frank Zappa (1940-1993) is one of the handful of rock icons to become a household name. His old nemesis, Lou Reed, gave the speech inducting him into the Rock & Roll Hall of Fame, and even Vice President Al Gore is a fan. On Zappa's untimely death from prostate cancer at fifty-two, the President of Czechoslovakia, Václav Havel, described him in The New Yorker as "one of the gods." Now, six years after his death, there are at least three Zappa tribute bands performing around the country, an occasional orchestra attempts his difficult scores and academic panels are beginning to study Zappa's postmodern significance. Most gratifying of all, Zappa's massive catalogue (eighty disks as of this writing, and still growing) remains entirely in print and easily available in remastered editions approved by FZ himself, in the final year of his life. Still, as a public figure Zappa has much more in common with poets of the previous generation—such as Ezra Pound (the traitor), Marianne Moore (the baseball fan) and Robert Lowell (the conscientious objector)—than he does with any of the other celebrities who emerged from the popular culture of the '60s. Like Pound, Moore and Lowell, Frank Zappa's renown exists independent of any widespread familiarity with his work.

The public Zappa is remembered for the eccentric names he gave his children (Moon Unit, Dweezil, Ahmet and Diva), his refusal to use drugs and his fearsome advocacy of the First Amendment. There are also widespread myths, like the story that Frank Zappa once shit on stage or that he had a gross-out contest with Alice Cooper. In truth, all of the available facts suggest that little in Zappa's behavior resembled the rock and roll lifestyle that he documented in his work. Interviews with former bandmates reveal a workaholic and homebody whose final triumph was a home studio that, when he was not on one of his many tours, allowed him to combine his passions for work and family. Zappa's life was devoted to creating an environment for his compositions. In The Real Frank Zappa Book, his autobiography, Zappa recalls that when Dweezil was born, he responded "musician" to the request for a religion on the hospital admission form. Close enough. The minimum of weirdness in Zappa's life allowed him a full devotion to his work, which managed to stay fresh and innovative throughout his career. Or a better way to put it is that the best way to understand Frank Zappa is by listening, not by Freuding about. If Frank Zappa had to come from somewhere, that somewhere, at first anyway, was Baltimore. Now, back to those eighty sequentially numbered discs.

Frank Zappa's catalogue—Rykodisc catalogue number 10501 (Freak Out!) through 10580 (Mystery Disc)—lined up in a row presents by design (note the matching spines) the clear message that Frank Zappa has generated an official oeuvre. This is no accident, but the result of Zappa's tenacious will, applied over a lifetime and accompanied by the stomach to face whatever litigation it took to retain the rights to his work and control over his masters. (Sad to say, this is almost impossible to do in the music industry.) Zappa's exercise of this control was frequently controversial, and sometimes even his hardcore fans found his choices perverse. But the payoff is that Frank Zappa's collected work (as it is available on compact disc) is closer than that of perhaps any other artist in the recording era (jazz, classical or pop) to sounding exactly as the writer intended. To gain the freedom to develop his unique style of composition, Zappa built his own studio (recording, arranging, producing and frequently assembling his albums) and ran his own label. In addition to his musical talents, Zappa benefited from a prescient sense of trends in both business and technology. He was so far ahead of everyone else that we still haven't quite caught up; for example, in The Real Frank Zappa Book he recounts a plan (before even compact disks were on the market) in which users would receive music digitally through either their telephone or cable line. Despite his talents and accomplishments, however, Frank Zappa was no overnight sensation.

His autobiography tells about his abortive start as a drummer and how his first band, the Black-Outs, outraged the community of Lancaster, California, by daring to be integrated in 1957. He even played the spokes of a bicycle on the Steve Allen show. Eventually, Zappa used money he earned composing the score to a Western scripted by his high school English teacher to open his own studio-for-hire, Studio Z. It gave him the opportunity to create and record music at whim. But this venture ended quickly when an undercover police officer commissioned a pornographic audio tape. As a result, many of Zappa's Studio Z recordings were erased by the police while others only surfaced years later (examples can be heard on The Lost Episodes and Mystery Disc).

As for Zappa, he served ten days in jail that left him ineligible for the draft. After the Studio Z debacle, Zappa moved to Los Angeles to become the guitarist of the local bar band Soul Giants. After Zappa convinced them to start playing his songs, they quickly transformed into the Mothers. Verve signed the group, and, at the label's behest, the name was changed to the less suggestive Mothers of Invention.

The sound of other California rock bands evolved alongside the developing counterculture. But when the Mothers of Invention released their debut, Freak Out!, in 1966, Zappa's aesthetic and ambition were already fully formed through years of listening to music, playing in bands and experimenting in the studio. Of course, it all began with that boy born back in Baltimore in 1940.

Frank Zappa's father was an immigrant from Sicily, and his mother was a first-generation Italian-American. Zappa's father worked as a chemist, meteorologist and scientist. During World War II, he was frequently involved in top-secret government research. As a child, Frank's health was frail, and he suffered from asthma. (It probably didn't help that among the things that his father brought home from work was a bag of a new invention, DDT, which was stored in the closet.) From these early years Zappa retained a fascination with mad scientists and laboratories and a love of cheap horror films. The family eventually settled in Northern California when Frank was ten, hoping that the climate would be better suited to his health. It was.

Village of the Sun
It was probably in California, though Zappa doesn't say so, that he first encountered doo-wop music. Throughout his life, this primarily vocal music remained close to his heart and central to his sound. "Zappa was totally enamored by the fifties R & B," Don Preston told me. "He grew up with that stuff. When you're a teenager, these songs have very high impact, and they did on him." Preston joined the Mothers of Invention in 1967, a year before Cruising with Ruben & The Jets, a doo-wop album that baffled fans and critics on its release. "He saw a weirdness about it [doo-wop] that he found very funny. It was a weirdness that he wanted to incorporate," Preston says of the songs on Cruising with Ruben & The Jets.

In part, what Zappa found weird about doo-wop were the love lyrics. To Zappa, love songs were stupid. Yet this did not detract at all from his fascination with doo-wop, and when Zappa plays a doo-wop song you hear love of the music—not competing with but enhanced by his ironic take on an insipid lyric. Listen closely, for example, to Zappa's interjections during his cover of the Channels' 1956 hit, "The Closer You Are" (You Can't Do That on Stage Anymore, Vol. 4):

The closer you are
The brighter the stars in the sky
Zappa: "We'll do it straight."
And darling,
I realize
That you're the one in my life.

Zappa: "It's going to be hard, though."
Oh oh
My heart skips a beat
Zappa: "See what I mean?"

In interviews, in writing and from the stage, Zappa rarely missed an opportunity to denounce sentimentality, and despite writing hundreds of songs, boy meets girl and they fall in love was never his theme.

The other musical influence Zappa acquired during childhood was a devotion to the difficult modernist composer Edgard Varése. The story goes that Zappa read an article about record-store owner Sam Goody that bragged about his ability to sell anything. As evidence, the article claimed that Goody even managed to sell a copy of Varése's Ionisation, which the journalist described as some of the worst music ever made. Zappa, of course, ran out and got a copy. Varése's exploration of the possibilities of noise and pure sound in composition stimulated not only Zappa's imagination but his intellect. Zappa began listening to other Modern composers, like Anton von Webern and Igor Stravinsky. In his autobiography, Zappa notes: "All through high school, whenever people came over, I would force them to listen to Varése—because I thought it was the ultimate test of their intelligence." For his fifteenth birthday, Zappa's parents allowed him to make a long-distance call to the composer's residence. Varése, unfortunately, wasn't at home. It is tempting to see doo-wop as the music of Zappa's heart and Varése the music of his mind, but the key to understanding Zappa's work is to realize that to him there was no distinction. "To me it was all good music."

Just Another Band from L.A.
The only music Zappa had no interest in hearing was the rock and roll his generation was producing. This fact is too often obscured by Zappa's long-term obsession with the culture of rock and roll. Bob Dylan, the Beatles, the Who, the Doors and a host of lesser bands like the Doobie Brothers, Vanilla Fudge and Angel all appear in songs as targets of Zappa's satire. Zappa, however, paid no serious attention to their music.

Ike Willis played guitar and sang in Zappa's band for a decade (about as long as any musician Zappa ever worked with). I reached him, appropriately, in Florida, where he was making a guest appearance at a performance of Zappa's music. I asked Willis which of the musicians from the '60s Zappa admired: "No. No, Frank wasn't that kind of guy. When he was coming up, he listened to people like Johnny 'Guitar' Watson and old doo-wop stuff. In fact, the only person that I knew Frank to refer to with honor was Jimi Hendrix. Hendrix was his only contemporary that he had a great deal of respect for and maybe for John Lennon, too." Willis provided vocals on "We're Turning Again" (from Frank Zappa Meets the Mothers of Prevention), a song mocking the '60s (in the face of the psychedelic revival in the '80s) and taking particular slams at Keith Moon, Mama Cass, Jim Morrison and, yes, Jimi Hendrix. ("Your haze was so purple it caused your axis to be bold as love... Jimi come back... you can feedback the fuzztone from your wawa while you bend down and set yourself on fire.") Later I spoke with Adrian Belew, who played with Zappa and then went on to join Robert Fripp—one of the few guitarists to spend as much time hanging out at the top of critics' polls as Zappa—in King Crimson. I asked Belew what Zappa thought of King Crimson. "I don't think Frank ever heard King Crimson," Belew said, adding, "I don't think Frank had a lot of recreational time for listening, because he was always in the studio working on something. I was around him a lot—spending every weekend at his house—and he never put on other people's music. He never had time for that." Of course, Zappa was never too busy to play his favorite music. "He did play a few records for me at one point that had made an impression on him. But they were things like Varése and Stravinsky. They weren't pop music." (Perhaps Zappa still enjoyed testing the intelligence of the people around him.)

Zappa never seemed to share a common musical vocabulary with rock musicians. How else to explain the answer given to an interviewer who asked Zappa whether he ever traded guitar ideas with Eric Clapton. "No," Zappa responded, "he wasn't that kind of musician, as far as I could tell; he wasn't the jamming type." Eric Clapton not the jamming type? I wonder if Zappa winked when he said it. Clapton, of course, has played with almost everyone, and among his guest appearances on countless albums (the Beatles, Santana, the Rolling Stones) there is the Mothers of Invention's We're Only in It for the Money. As for Zappa, except for the occasional job as a producer, he rarely worked with musicians he didn't employ. Even rock nobility, like actors in Woody Allen films, had to play by Zappa's terms in order to jam with the master. This usually meant joining Zappa's band with the omnipresent tape running. As a result, Zappa's official catalogue is filled with credited and uncredited guest appearances by, among others, Ike Turner, Johnny "Guitar" Watson, John Lennon and Sting. Other performances still haven't been released, such as Van Morrison's original vocal on "Dead Girls of London" or a show in which Joni Mitchell allegedly joined the Mothers on stage and improvised the lyric, "Penelope wants to fuck the sea." Even Bob Dylan came calling one winter night (wearing no coat, with his shirt wide open) with demo tapes (for what became Infidels), looking for Zappa to produce. Zappa didn't recognize Dylan by sight or voice and sent a bodyguard to confirm that it wasn't Charles Manson.

Not everyone was taken with Zappa. After the Velvet Underground played with the Mothers, Lou Reed slammed Zappa as "the single most untalented person I've heard in my life. He's a two-bit pretentious academic, and he can't play rock and roll because he's a loser. And that's why he dresses up funny. He's not happy with himself and I think he's right." The author of "Rock & Roll" underestimated Zappa's talent; but in a crucial way, Reed was right to smell a fraud. Most of Zappa's generation—for a while, anyway—shared a belief that rock's simple chords could create lasting art. Even as Dylan reinvented the words that go into a song, his melodies kept a firm root in the past. Lou Reed has bragged in interviews that anyone can learn to play his songs in five minutes. Zappa, on the other hand, joined up as a pragmatist: only the '60s rock world offered the broad tolerance and income he needed to discover how to create music his way. Few noticed, at first, but over time, as Zappa's relationship to the rock world became strained, he wound up in the ironic position of being chastised for abandoning '60s values—values he never shared—because he'd led one of the era's most extreme bands. Looking back, it seems much clearer that, regardless of the diversity of his output, Zappa's approach to music and business remained consistent throughout his career.

Of course, the main reason the Mothers sounded so extreme to early listeners was that the counterculture never understood where Frank Zappa's music came from. Freak Out! freely mixed Zappa's affection for doo-wop with more modernist fare, such as a track featuring twelve minutes of "freaks" banging away on rented percussion equipment. "It simply seemed confounding when the album was released," Rolling Stone noted two years ago, when they listed Freak Out! among the best two hundred albums ever made. Also clear from the outset was Zappa's refusal to obey the rules the music industry set down for pop stars; without consulting his label, Zappa recorded Freak Out! as rock's first studio double album. Zappa also managed to play footsy with his Verve contract by conducting and composing (but not performing) his first solo album, Lumpy Gravy, for Capitol.

The Mothers toured as a rock band, culminating in the summer of 1967 with their legendary shows at the Garrick Theater in New York. These concerts became famous for theatrical devices, enforced audience participation and generally odd things going on. "Nothing was set," Don Preston remembers. "When we got on stage, we hadn't a clue what we were going to play. In fact, Zappa would jump in the air and when he landed we were all supposed to start playing a song. None of us knew which song it was, but we were all supposed to start playing it."

Though audiences saw the Mothers as a group, the members were actually employees of Frank Zappa, and he was a demanding boss. The Mothers were not allowed to use drugs while working (this was the '60s for the rest of the country), and Zappa insisted on hours of daily rehearsals. Preston, who joined the Mothers for the recording of their second album, Absolutely Free, describes working for Zappa as "very difficult." "The thing about Zappa," Preston says, "is that he already knew what he wanted to do, and very few people could say a thing to him about it." Some of Zappa's writing was already so difficult that even with rehearsals the Mothers couldn't play it to his satisfaction. "On 'Brown Shoes' we went into the studio and did thirty-five takes of eight bars at a time," Preston remembers. Zappa later edited together a full performance. As Zappa's songs became increasingly complicated and abstract, the Mothers' albums (Weasels Ripped My Flesh, Uncle Meat) came to depend more on artful splicing than on any real-time performances. By the time the decade rolled over, rock audiences with attention spans regulated by FM radio simply stopped listening to the Mothers. Zappa was no longer the latest or weirdest, and, worst of all, he didn't write any singles.

Zappa attacked. He hired two members of the Turtles (Mark Volman and Howard Kaylan) into the Mothers and wrote a brutal exposé of the gap between rock's aspirations and the groupie, drug-abusing, trend-chasing reality of the rock and roll lifestyle. Ambiguously poised between creation and documentary, The Mothers Fillmore East—June 1971 erased the line between on stage and backstage. At one point, the former Turtles act out performing their hit "Happy Together" (a paean to true love) for groupies who want proof of a hit record before agreeing to sex. The new members, according to Don Preston, brought other changes to the band as well. "Mark and Howard wanted everything to be very set. They had to have a set list. They had to know exactly what was going to happen, and they didn't want any surprises." An obsessive taper, Zappa recorded fragments of conversation and interviews with band members or anyone else he came across and spliced the voices into his music as if they were just another sound. As late as Playground Psychotics, in 1992, Zappa was still using tapes from this period to "move beyond mere Rock & Roll into the dangerous realm of social anthropology."

The new version of the Mothers were on a tour of Europe near the end of 1971 when a fire started while they were on stage at the Montreux casino. No one was killed, but all their equipment was destroyed. (It probably wasn't much of a consolation that Deep Purple's classic "Smoke on the Water" was inspired by the incident.) A week later, the Mothers were trying to finish the tour with rented instruments when a fan attacked Zappa on stage. Don Preston still remembers the night vividly. "We played the concert, and at the end of the concert the lights all go down and the people are applauding. I was facing the back of the stage and didn't see anything at all until I heard this big noise from the audience. I turned around, and Zappa wasn't there." Zappa had been knocked into the orchestra pit. The injuries he suffered kept him laid up for the next year, and, as a result of his larynx being crushed in the fall, Zappa returned with a changed voice: his distinctive baritone. In his autobiography, Zappa dryly notes that his assailant received only a short jail sentence. Perhaps Zappa was unconscious when Don Preston saw another punishment being meted out: "The audience grabbed him [Zappa's attacker] and brought him back, and Herb [Zappa's manager] beat the shit out of him behind the curtain." Frank Zappa never made the same mistake twice, and for the rest of his life he employed a bodyguard. As for the Mothers, Preston says, "He never did call anybody to tell them that there was no band anymore. He just got a new band. I wasn't surprised by it. I just accepted it, because that was the way Zappa was."

Zappa had other reasons for wanting to abandon the Mothers. "Music comes from composers—Not Musicians," Zappa insists in his autobiography. This issue became muddled in the original Mothers, because Zappa's skills were not yet equal to the music he was conceiving. Preston claims that when he first joined the Mothers, "Zappa was a mediocre guitar player. He used to hire other guitar players to play lead guitar because he couldn't. He also couldn't read music at all." Nonetheless, in Zappa's view, he was directing instrumentalists whose abilities he knew in order to create an original composition. Sometimes, however, this seemed to his employees as if Zappa were claiming to have written their improvised solos. Don Preston cites his mini-moog solo on The Mothers Fillmore East—June 1971 as one example of Zappa's claiming credit unfairly. To many fans and critics, Zappa's hired hands over the years were never as compatible with his vision as the original Mothers. "He never had that kind of band again," Preston says, "where everybody was really in tune with everybody." But Zappa didn't need peers anymore. Instead, Zappa's increasingly difficult songwriting required musicians skilled enough to execute the music to his exact specifications, and for the humility and dedication this required, Zappa began to use younger musicians.

Unlike Don Preston, who before joining Zappa played in a band with Elvin Jones and once gave musical advice to John Coltrane, the musicians Zappa employed in the 1970s never saw their boss as an equal. As a result, they were much more sympathetic to Zappa's compositional method. In Electric Don Quixote (Omnibus Press, 1997), Neil Slaven calls attention to comments Ruth Underwood, the vibe player and percussionist on many of Zappa's '70s recordings, made to Musician: "I was ready to dedicate myself completely to Frank's music. He really knew what buttons to push emotionally and musically. He was a remarkable referee. He knew how to synthesize people's personalities and talents. That's a very rare gift. He wasn't just a conductor standing there waving his arms; he was playing us as people! I became a perfectionist, I suppose I had to be." Whatever name appeared on the record—Zappa wouldn't officially retire the Mothers' name until 1976—henceforth there was no confusion about who deserved the credit. When Don Preston joined up again for a tour in 1974, he noticed the change. "Zappa was very aloof. He even stayed in different hotels; he didn't want to be with the band."

Whatever others may have thought, Zappa showed no regret about disbanding the Mothers of Invention. Of course, Zappa knew that stored away were countless hours of unrealized band tapes. On You Can't Do That on Stage Anymore, Vol. 1, he produced and issued some of these performances, and his liner notes reflect his mixed feelings about it: "... selections of historical interest performed by the original Mothers of Invention... have been included for the amusement of those fetishists who still believe the only 'good' material was performed by that particular group. Hopefully, comparisons to recordings by the later ensembles will put an end to that particular misconception."

With Hot Rats (Zappa's second solo album, released in 1970) his development into a virtuoso guitar player was complete. Throughout the '70s, Zappa fell into a cycle of releasing records and touring. The albums—among them Over-nite Sensation, Apostrophe, Roxy & Elsewhere, One Size Fits All and Zoot Allures—made his reputation as a guitar hero, and in the '70s (even without much radio support) that guaranteed him the ability to fill hockey rinks around the country. To the new fans, Zappa was another guitar giant like Ritchie Blackmore or Ted Nugent. His band worked the circuit of twenty-thousand-seat venues filled each night with kids just waiting for the long guitar solo so they could furiously flick their Bics.

Not only was Zappa back in sync with the tastes of rock audiences, jazz aficionados too were beginning to notice his work. It probably helped that musicians from the jazz world such as Jean-Luc Ponty and George Duke played in Zappa's band. Still, jazz critics have been slow to recognize Zappa. Ted Gioia's The History of Jazz (Oxford University Press, 1997) is an exception; it cites Zappa's '70s albums as some of the best fusion recorded. Among the albums listed, however, Gioia mistakenly includes Jazz from Hell, the collection of mostly Synclavier compositions from 1986 that won Zappa his sole Grammy. This nitpicking is meant to underline the fact that even the few jazz critics who are sympathetic to Zappa's music have not really paid it enough serious attention. It will be some time before the impact and influence of Frank Zappa on the jazz world is fairly assessed. When that happens, in addition to his fusion, Zappa should receive credit for the studio editing techniques he developed and for his work on the Synclavier. On Zappa's end, despite obvious affinities, he viewed jazz as "the music of unemployment," and he never showed an inclination to moonlight in the jazz community the way he did the classical music culture. Zappa didn't think or write like a jazz musician. As for his guitar playing, it ultimately owed little to jazz or to rock.

Even Zappa's sharpest critics—and he has many—usually make an exception for his extraordinary guitar work. As for his fans, "Probably the best music available on CD," is how Bruce Watson in The Frank Zappa Companion rates Guitar, a double CD that brings together 132 minutes of Zappa solos. Nonetheless, that Zappa should emerge from the Mothers of Invention a guitar superstar was hardly a forgone conclusion. Remember that Don Preston noted how little skill Zappa had on the instrument in the early days of the Mothers of Invention; it was only a few years before recording Freak Out! that he even got his first guitar. Zappa never learned to sing and play at the same time and had little patience for playing rhythm. "I still have to look down at the neck to see where my hand is when I'm playing," he confesses in The Real Frank Zappa Book. His guitar playing had one purpose: solos that allowed the guitar to be a tool for creating compositions. It was only through dedication, a singular work ethic and awesome will power that Zappa was able to develop the skill and dexterity to perform his compositions on guitar.

Zappa let other guitar players show off their technique by playing at lightning speeds. His solos were models of careful development combined with incredible melodic inventiveness. Zappa knew that there was no audience for difficult experimental music and only a slim audience for instrumental music. About the only time audiences wanted music without vocals was during concert guitar solos. So, while his records from the '70s contain mostly rock songs, Zappa made sure that they were flexible enough to sustain a variety of rhythms. As he toured—the tape running—Zappa perfected solos on songs like "Stinkfoot" and "Inca Roads" that could exist independent of the original. It allowed him to thrill the stadium fans and record instrumental compositions without renting expensive studio time. Making the guitar the primary outlet for his compositions was pragmatic: It allowed him to compose music and pay the bills. In the early 1980s, when he began working with the Synclavier, he had no problem setting the guitar aside for almost four years.

Zappa may have found a way to make peace with rock fans, but the music industry proved to be another matter. In 1977, Zappa delivered a four-album set, Läther, to Warner Brothers. It was a grand display of Zappa's approaches to music; it contained live tracks, studio recordings, experimental edits and instrumentals. After the label refused to release it, Zappa went on a radio show and encouraged listeners to get a tape. He then played Läther over the air. The experience left him determined to work outside of label control in the future. On the version of "Titties 'N' Beer" (a song meant to premiere on Läther) from Baby Snakes, Zappa announces that Hell holds no fear, because "I was signed to Warner Brothers for eight fucking years." It wasn't until three years after Zappa's death that Läther was officially released with a bonus track that preserves Zappa's taunting of label executives for posterity: "Warner Brothers does not have the rights to this material even though it was delivered to them." The short-term result of the Läther imbroglio was that instead of a single set, Warner Brothers chose to release four albums ending, with Orchestral Favorites in 1979. The scattershot approach resulted in records that made little sense and didn't reach the perfectionist standards Zappa fans expected.

During this time, though less visible to the public, Zappa's interest in classical music was not dormant. By the time Adrian Belew started playing for Zappa at the end of the '70s, there was no question about Zappa's ability to read music. "I could assure you he knew how to read music because I used to sit and watch him write it in airports or other places where he had some time to kill. He would pull out one of his manuscripts from a briefcase and sit there putting dots of pen on paper." While he waited for lawsuits with Warner Brothers to play out, Zappa took the opportunity to indulge his dream of hearing an orchestra play from these scores.

Time after time, Zappa looked for an orchestra as dedicated to his music as the musicians in his band. Instead, the classical world treated Zappa with pure cynicism: a ticket to the big-money rock and roll gravy train. They had no sympathy with his approach to music and open hostility at being expected to practice it. In The Real Frank Zappa, a humorous spin is placed on the experience, but there is no covering up the hurt and pain Zappa felt. "It's probably difficult right now for the contemporary orchestra to grab Frank's music," Adrian Belew reasons. Belew holds out hope for the future, "I think as orchestras advance and need more challenges—as players sometimes do—they will catch on that Frank's music is really there." Nonetheless, when his orchestral sojourn was over, Zappa had lost a great deal of money and had no satisfactory recordings to show.

The arrival of punk at the end of the '70s left Frank Zappa on the wrong side of rock history. Critics now craved the simplicity of the Ramones and the aggressiveness of the Clash. Zappa's desire to be seen as a composer and his penchant for long instrumentals and concept albums left him looking, to the punks, like all the other bloated rock dinosaurs. "If Hot Rats is any indication of where Zappa is headed on his own, we are in for some fiendish rides indeed," Lester Bangs wrote in a Rolling Stone review back in 1970. Now, however, Bangs saw Zappa as "a despicable wretch morons actually call a 'composer' instead of a 'rip-off artist.'" Zappa—no slouch in the insult department—famously dismissed rock critics as "people who can't write, doing interviews with people who can't think, in order to prepare articles for people who can't read." He also wrote some searing denunciations of punk ("Mudd Club" and "Tinseltown Rebellion"). None of this changed the fact that in the last dozen years of his life Zappa's influence gradually vanished from the rock world. When I recently asked Larry Lalonde from Primus to name bands influenced by Zappa, he laughed. "It's pretty rare that I even meet any other musicians that are into Zappa." At an earlier point, this could have been a threat to his career. By now, however, Zappa had earned a cult audience large enough to support him, no matter what direction his muse led. The result would be the most exciting, experimental and brilliant music of his career.

Valley Girls and Dancin' Fools
Because of the dexterity and precision required to play it, Zappa's music became a litmus test for a generation of suburban kids who spent the '70s taking guitar lessons and reading magazines dedicated to the latest gear and transcriptions. They, of course, hung on every detail when Frank revealed in a Guitar Player interview from 1977—reprinted in The Frank Zappa Companion (Schirmer Books, 1997)—the minutiae of his string preferences: "To give you an idea, I use either an .008 or .009 on top [E], an .011 or. 012 on the B, a .016 or .017 on the G, a .024 on the D, anywhere from a .032 to a .038 on the A and anywhere from a .046 to a .52 on the low E. So, it's medium on the bottom strings, and they're mainly all Ernie Balls." As these players became adults, the best of them wanted nothing more than to play in Frank Zappa's band. One of these young players was guitar wizard Steve Vai, who first impressed with his ability to transcribe Zappa's solos. Zappa proved a fantastic judge of talent, and over the years alumni from Zappa's band went on to form Little Feet, Missing Persons, Jazz Passengers and many other groups. These are the musicians most grateful to Zappa and eager to talk about his work.

Along with the difficult practices and Zappa's overwhelming demands, every musician who played for Zappa has a vivid story of their audition. Adrian Belew shared his with me:

I was a starving musician and I suddenly got a call from Frank Zappa. He was very nice to me, and he said, "Well, here is a list of songs." He learned at that point that I didn't read music. All the other musicians he was intending to hire read music, but he still gave me a chance. He gave me a list of songs. I worked feverishly twelve hours a day to try and figure out these songs. Frank's advice to me was simply figure out how to sing and play these songs anyway you can. He then flew me to his house in Hollywood Hills. It was very scary for me, because first of all there was a lot of confusion, a lot of things happening, people were rolling equipment, and here is me standing in the middle of a room with Frank Zappa sitting behind a console smoking a cigarette. Frank would say, "Okay, play this," and then I would try to play it, and he would say, "Okay, try this one." I didn't think it went very well. I stayed there at his house for the rest of the day. I watched him audition a lot of great players, including some of the players that I ended up playing with, Tommy Mars and Ed Mann. It was tremendously hard material that everyone was being asked to play. The rest of the people came in and sight read. It was interesting to see these great musicians being put through their paces by Frank. At the end of the day, after everyone had left and I was still there, I said to Frank, "Hey, you know, I don't feel like I did very well, and that's because I really thought that you and I could just sit down somewhere quietly and I could show you that I can play and sing these songs." He said, "Fine, let's do that, then." So we went upstairs into his living room. We sat on the couch together. I had a little tiny practice amp face down on the couch so it wouldn't be very loud and I did the second audition, at the end of which he shook my hand and said, "You've got the job."

Zappa remained a difficult employer, but the musicians he hired now expected it. "As a boss, I thought he was demanding, but I liked it that way," Belew recalls. "He really wanted you to play his music consistently and correctly without embellishment, without change. He didn't allow you a lot of latitude for creating your own spot in it, but he gave everyone something to do of their own during the course of one concert."

Ike Willis received the call in his college dorm to come audition for Zappa. A careful observer, Willis explained to me how each musician's role in Zappa's band changed over the years:

My first two years in the band, I wasn't allowed to do any solos or any ad libbing, simply because I was a new member of the band. It was best for me to actually learn Frank's techniques and how his methods worked before trying to branch off and reinterpret any of his arrangements or anything like that. I thought it was a grand idea. After my first few tours, after the first couple of years with the band, then I was given more freedom to open up, and that's why you can hear us laughing back and forth, because it was more comfortable.

I reminded Willis of an interview with Zappa in which he said Ike was the only musician allowed to offer advice, because he knew better than to give any. The answer Willis gave surprised me.

Yeah, that's true. That's very true. He wasn't the kind of guy that you would suggest things to, but at the same time, he was pretty conducive to logical extensions of what he was doing, if you know what I am talking about. It basically was keeping within the framework of whatever it was that we would be working on musically. Basically, I would anticipate him without actually taking it upon myself to say, "Hey, well, check this out." That's basically how it was; that is one reason we got along so well.

This approach allowed musicians to contribute a "happy accident" without violating Zappa's sense of control. It is how Adrian Belew's famous Dylan imitation wound up on "Flakes":

I went home with Frank, and he was showing me an upcoming song called "Flakes." Now, a little known fact about Frank is that he really couldn't play and sing at the same time. One of the reasons he hired me, he told me, was because he liked the fact that I sang and played together so well. On a lot of the music, I would double what Frank was doing. I'd double his vocals for him exactly, or I'd be doubling his guitar parts so he could be free to do either one. When he played "Flakes" for me, he also had to sing it. It was kind of unusual. It sounded so bad it sounded like him doing a Bob Dylan impression to me. It sounded like a folk song, which it was anything but. So jokingly I started singing along with it in a Bob Dylan imitation, and he said, "That's it, that's in the show, you're gonna be doing that."

With the addition of singers like Belew and Willis, Zappa returned to vocal music with a vengeance. He released a double album of songs, Sheik Yerbouti, in 1979. The next year, he released the rock opera Joe's Garage (act one as a single album, and then acts two and three combined as a double). And the pace only quickened after Zappa opened a home studio in 1981. That year, in addition to releasing three albums of guitar solos, there were two double albums of songs: Tinseltown Rebellion and You Are What You Is. By the early '80s, Zappa's lyrics began to draw even more fire from critics than his music.

To say the least, Zappa never made great claims for himself as a lyricist. "Some... are truly stupid, some are probably less stupid, and a few of them are sort of funny," is how Zappa describes them in his autobiography. Even before Sheik Yerbouti, Zappa's catalogue was one of the most sexually explicit in rock history, and few fans were surprised by Sheik Yerbouti songs like "Bobby Brown Goes Down," about a rapist football player who is transformed into a gay masochist. But the song "Jewish Princess" (a minor track by comparison) sparked a firestorm of protest from Jewish groups who labeled it anti-Semitic. Zappa—arguing that he was an equal opportunity offender—responded by releasing "Catholic Girls" on Joe's Garage.

The song that got Zappa radio play on Sheik Yerbouti, however, was the anti-disco novelty track "Dancin' Fool." It was a trick he'd first learned in the '70s when a DJ clipped one of his songs, "Don't Eat the Yellow Snow," to create the novelty hit "Yellow Snow." Always pragmatic about business, Zappa had the DJ's edit released as a single, and it made Apostrophe his best-selling album of the '70s. By recording novelty songs, Zappa was able to get back on the radio—through the nationally syndicated Dr. Demento show—and reach a new generation. His biggest hit ever was another novelty track, "Valley Girl," recorded with his daughter Moon in 1982.

Politics too began to enter Zappa's work; he found himself disgusted by almost every aspect of Ronald Reagan's America. By You Are What You Is, the songs became screeds against drugs, televangelists, unions and anything else on his mind. The straightforward aggression of Zappa's songs boiled to life when a group of Congressional wives, led by Tipper Gore, founded the Parents' Music Resource Authority to push for warning labels on albums. Zappa testified before Congress against labeling (the hilarious transcript is included in The Real Frank Zappa Book). When the punk label Alternative Tentacles was attacked by the government for the artwork included with a Dead Kennedys album, Zappa put his money alongside his mouth. Despite his antipathy for punk, Zappa made a sizeable donation to the No More Censorship Defense Fund and called up label owner and Dead Kennedys singer Jello Biafra. Biafra recalls being advised to remember that he was the victim and to keep his dignity. In all, they had about seven or eight conversations, and Biafra was invited over to Zappa's house. To this day the Frank Zappa catalogue—containing some of the most extreme lyrics to be found in a mainstream store—remains defiantly unstickered. Before illness made it impossible, Frank Zappa was seriously considering a run for President.

Zappa's satire from this period is never subtle; he wants to make a point. Blues, new wave, heavy metal, gospel, country and punk, to name just a few, all get the Zappa treatment on records from this period. But Zappa's interest is never musical, it's lyric: He mimics forms to ridicule things associated with them. Thus the blues, meant for the sufferings of love, is used in "Why Does It Hurt When I Pee?," a song about a different kind of pain. Zappa wrote a handful of country songs attacking rednecks ("I Have Been in You," "Harder Than Your Husband"). He developed a musical vocabulary of pastiche, the more clichéd the connection the better, to underline his lyrics. So, for example, on "Jesus Thinks You're a Jerk" (Broadway the Hard Way), a song slamming televangelists, he mixes gospel with circus music. All it required (apart from Zappa's imagination) was a band well rehearsed enough to accomplish it and enough studio time to create it.

The Utility Muffin Research Kitchen
Zappa had begun using his home studio, the Utility Muffin Research Kitchen, on You Are What You Is. Critics, irritated at the "heavy-handed" (to quote Ben Watson) lyrics, missed the pleasure of hearing Zappa running amok in his new studio and creating a mix filled with layers on layers of sound. The critics had a legitimate point; it was a performance worthy of Brian Wilson, but given in the service of tasteless jokes about fat women. People weren't buying it, and the title he gave his concurrent guitar album, Shut Up 'N Play Yer Guitar, showed Zappa heard their message. Zappa's wife, Gail, had already built a cottage industry out of selling mail-order Zappa T-shirts when they added the label Barking Pumpkin to their business. Even though it was available by mail order only, Shut Up 'N Play Yer Guitar, Barking Pumpkin's first release, was far more successful than You Are What You Is, which was handled by the mammoth company CBS. Zappa's fate was finally out of the control of the music industry.

The tours became less frequent; there was one in 1984 and a final tour in 1988. Between the two of them he barely touched his guitar because of his discovery of the Synclavier (a complex computer/synthesizer). The Synclavier allowed Zappa, for the first time, to compose music as complicated as he could imagine and have it played back without any mistakes. It is the instrument on which he chose to compose his final masterpiece, Civilization Phase III, which sounds like no other music I've ever heard. If Zappa had not died from cancer, who knows what sorts of sounds the computers of today would allow him to create.

Unlimited studio time was also used to create some more dubious projects. Francesco Zappa was nothing more than Synclavier recordings of the compositions of an eighteenth-century namesake. Then there was Thing-Fish, a scripted parody of a Broadway play—narrated in faux Amos & Andy speak—that Zappa recorded over backing tracks of mostly older music. Dale Bozzio (whose vocal work for Zappa, starting on Joe's Garage, led to a successful career in Missing Persons) and her then-husband Terry (a longtime Zappa drummer) wound up playing the characters of Rhonda and Harry. She recalled working on the project for me, and her answer gives insight into the degree of trust and dedication Zappa received from his musicians:

Terry and I were called by Frank, probably about four o'clock in the morning. There was no time schedule for Frank. He said, "Gee, I got this project for you and Terry. It's perfect. Perfect." It was Harry and Rhonda. So of course we said we would be right over. We went into the studio and he hands us the script. And he says, "Okay, can you fuck a briefcase in that room over there on that microphone?" Not literally, of course! Now you have to understand that it had to be excellent and perfect because we were doing it for Frank. This is Frank. We performed for Frank. It wasn't the world. It was Frank. That was life. And if you could pass Frank's school of musicians it did something in life. I took that script and I read it to the character, to the best of my ability. We all took it that way. We all did everything we did for Frank.

In his final years, Zappa also supervised a reissue program with projects so numerous that they still continue to come out. Once again, however, Zappa's method was shockingly original. Not liking the bass or drums on a couple of the old Mothers of Invention albums, for example, Zappa simply redid them. In addition to these official albums, Zappa also opened his massive tape archive for the creation of the dozen discs of You Can't Do That on Stage Anymore. Along the way, Zappa found technology that allowed him to mix performances by different bands seamlessly. How excited Zappa must have been when he discovered that even without touring he could still play bands that had dispersed years earlier. On You Can't Do That on Stage Anymore, Vol. 6, one track splices together performances seventeen years apart to unite his 1988 band with the original Mothers of Invention. It is the essential statement about how Frank Zappa music was made.

When Frank Zappa died on December 4, 1993, he was surrounded by the only two things that mattered to him: his family and his music. Dale Bozzio described her final meeting with Zappa: "About two weeks before he died, I said to Frank, 'You know, I don't know what to say, but do you have any regrets?' 'No,' he said. 'I don't have any regrets.' Then I knew that he was alright."

Beat the Reaper
To those who know his music, his fans and the musicians who worked for him, there is little doubt about Zappa's legacy. Adrian Belew says, "I was at the symphony on Friday night with my wife, and after we listened to some pieces by Brahms, I said fifty years from now this orchestra will be playing Frank Zappa music. I think he will be remembered as one of the great composers of the twentieth century, maybe the best." Still, it is hard to imagine the mainstream really celebrating Frank Zappa. As Larry LaLonde of Primus aptly put it, "He is always going to be one of the most amazing composers of the twentieth century, and I am sure most people will never understand." That would probably be just fine with Frank Zappa.