Zappa—Original Motion Picture Soundtrack

Zappa—Original Motion Picture Soundtrack

(Zappa, DD, Zappa Records/UME ZR20035, November 27, 2020; 3 CDs, February 19, 2021)

disc 1

  1. Any Way The Wind Blows 2:54 (from Freak Out!)
  2. You're Probably Wondering Why I'm Here 3:38 (from Freak Out!)
  3. The Heartbreakers Everytime I See You (Zappa/Collins) 2:30
  4. Motherly Love 2:42 (from Freak Out!)
  5. Memories Of El Monte (Zappa/Collins) 4:12
  6. Oh! In The Sky 1:56
  7. The Duke 6:30
  8. How Could I Be Such A Fool? 1:48 (from Mystery Disc)
  9. "The Reason We Have Stayed Together . . ." 1:15
  10. Black Beauty 5:22 (from Mystery Disc)
  11. Absolutely Free 3:24 (from We're Only In It For The Money)
  12. You Didn't Try To Call Me (Basic Tracks) 2:56 (from The MOFO Project/Object)
  13. Agency Man (Studio Version) 3:27 (from Mystery Disc)
  14. Oh No 1:45 (from Weasels Ripped My Flesh)
  15. Mother People 2:32 (from We're Only In It For The Money)
  16. Orchestre de l'Opéra Bastille & Myung Whun Chung The Firebird Suite: Finale (Stravinsky) 3:12
  17. FZ On Varèse 3:08
  18. Chicago Symphony Orchestra & Pierre Boulez Ionisation (Varèse) 5:47
  19. The GTO's The Captain's Fat Theresa Shoes (Miller/Parker/Frka/Rowe/Wells/Jones) 1:53
  20. Alice Cooper No Longer Umpire (Alice Cooper) 1:58
  21. Road Ladies 4:10 (from Chunga's Revenge)

disc 2

  1. Call Any Vegetable (Excerpts) 4:24
  2. Happy Together (Bonner/Gordon) 1:04
  3. Scumbag (Lennon/Ono/Kaylan/Zappa) 5:48 (from Playground Psychotics)
  4. Your Mouth 3:11 (from Waka/Jawaka)
  5. Cheepnis 3:18 (from The Roxy Performances)
  6. Apostrophe' 6:08
  7. Muffin Man 4:34 (from Baby Snakes—The Compleat Soundtrack)
  8. Dancin' Fool 3:49 (from Halloween video track)
  9. Mo's Vacation 4:02
  10. Ruth Underwood The Black Page #1 (Piano Version) 2:12 (from Zappa In New York 40th Anniversary Deluxe Edition)
  11. Sofa 2:56 (from Zappa In New York 40th Anniversary Deluxe Edition)
  12. Fembot In A Wet T-Shirt 4:43 (from Joe's Garage Act I)
  13. Valley Girl (Zappa/Zappa) 4:50 (from Ship Arriving Too Late To Save A Drowning Witch)
  14. The Meek Shall Inherit Nothing 3:06
  15. H.R. 2911 3:33 (from Frank Zappa Meets The Mothers Of Prevention)
  16. G-Spot Tornado 5:17 (from The Yellow Shark)

disc 3

  1. John Frizzell Frank's Library (Frizzell) 1:22
  2. John Frizzell Edgewood Arsenal (Frizzell) 1:01
  3. John Frizzell Frank's Parents (Frizzell) 0:30
  4. John Frizzell The Blackouts (Frizzell) 0:28
  5. John Frizzell Greeting Cards (Frizzell) 0:38
  6. John Frizzell Studio Z (Frizzell) 1:41
  7. John Frizzell Frank Goes To Jail (Frizzell) 1:07
  8. John Frizzell Musically Difficult (Frizzell) 1:58
  9. John Frizzell The Parts Are Complicated (Frizzell) 0:42
  10. John Frizzell Murray Roman's TV Show (Frizzell) 1:08
  11. John Frizzell Frank Put His Foot Down (Frizzell) 2:34
  12. John Frizzell Laurel Canyon (Frizzell) 0:31
  13. John Frizzell The Manson Family (Frizzell) 0:46
  14. John Frizzell Are We Going To Get Paid (Frizzell) 0:46
  15. John Frizzell Steve Vai's Perspective (Frizzell) 0:47
  16. John Frizzell Frank Could Be Hardcore (Frizzell) 1:41
  17. John Frizzell Bruce Bickford's Zappa Head (Frizzell) 4:28
  18. John Frizzell If I'm Alive (Frizzell) 0:36
  19. John Frizzell Keep This Guy Under Check (Frizzell) 1:26
  20. John Frizzell Frank's Business Perspective (Frizzell) 0:32
  21. John Frizzell Fake It (Frizzell) 0:58
  22. John Frizzell Don't Have Any Friends (Frizzell) 0:31
  23. John Frizzell Hi, I'm Moon (Frizzell) 0:27
  24. John Frizzell Frank Addresses Congress (Frizzell) 1:11
  25. John Frizzell Turn Off That Zappa Music (Frizzell) 1:21
  26. John Frizzell Frank Getting Sick (Frizzell) 1:05
  27. Envelopes (1983 Original Vinyl Mix) 4:05 (from London Symphony Orchestra Vol. I)
  28. Overture 9:16
  29. Get Whitey 6:30 (from The Yellow Shark)
  30. Nap Time 7:56 (from Everything Is Healing Nicely)
  31. Watermelon In Easter Hay (Live, 1978) 5:59 (from Frank Zappa Plays The Music Of Frank Zappa—A Memorial Tribute)

Produced for release by Ahmet Zappa & Joe Travers
Additional mastering by Chris Bellman, Bernie Grundman Mastering, 2020

Cover photo: Bill Gubbins
Additional photos: Gail Zappa, John Williams
Art direction & design: Michael Mesker
President, production, Zappa Records: Melanie Starks
President, Munchkin Music: Holland Greco
President, ICA: Diva Zappa


disc 1

5. Memories Of El Monte 4:12


includes quotations from In The Still Of The Night (Parris), You Cheated (You Lied) (Burch), A Thousand Miles Away (Sheppard/Miller), Heaven And Paradise (Julian), Nite Owl (Allen), The Way You Look Tonight (Kern/Fields), and Why Don't You Write Me? (Hollins)

Whisky à Go-Go, Los Angeles, CA
July 23, 1968
Recording engineer: Wally Heider

FZ—guitar, vocals
Ray Collins—vocals
Roy Estrada—bass, vocals
Don Preston—keyboards
Ian Underwood—alto sax
Bunk Gardner—tenor sax
Motorhead Sherwood—baritone sax
Jimmy Carl Black—drums, vocals
Arthur Dyer Tripp III—drums

I'm all alone
Feeling so blue
Thinking about you
And the love we once knew
And each time I do
It brings back those memories
Of El Monte

If I could go back
To those days of the past
I'd show you a love . . .
A love that would last
Oh, I remember
Those wonderful dances
In El Monte

Remember the dance
I held you so tight
The Satins were singing
"In The Still Of The Night"
You gave me your heart
And your love undying
Today I'm alone . . .
I'm sitting here crying

If only they would have
Those dances again
I would know where to find you
And all my old friends
Because The Shields would sing . . .
"You cheated. You lied . . ."
And the Heartbeats would croon . . .
"You're a thousand miles away . . ."
And Don Julian along with The Meadowlarks would sing . . .

"Heaven and Paradise
That's where I want to be
Just you and me
In Heaven and Paradise"

"Nite Owl" . . .

"Here comes the night owl
(Oh, night owl)
Walking through the front door
(Oh, night owl)
But I told you, baby
(Oh, Night owl)
I don't love you no more"

The Jaguars . . .

"Some day, when I'm awfully low
And the world is cold
I would feel a glow just thinking of you
Just the way you feel tonight"

And The Jacks . . .

"Why don't you write me, darling
Send me a letter
Tell me you love me, dear
Make me feel better
I love you
Yes, it's you I adore"

The Paragons . . . singing "Oh! In The Sky" . . .

6. Oh! In The Sky 1:56

includes quotations from Let's Start All Over Again (Paragons/Bird/Winley)

Whisky à Go-Go, Los Angeles, CA
July 23, 1968
Recording engineer: Wally Heider

FZ—guitar, vocals
Ray Collins—vocals
Roy Estrada—bass, vocals
Don Preston—keyboards
Ian Underwood—alto sax
Bunk Gardner—tenor sax
Motorhead Sherwood—baritone sax
Jimmy Carl Black—drums, vocals
Arthur Dyer Tripp III—drums

Oh, in the sky
Oh, in the sky
Oh, in the sky
Oh, in the sky
Oh, in the sky
Oh, in the sky
In the sky

In the sky
Oh, in the sky
Ah, ah
Oh, in the sky
Oh, in the sky
Oh, in the sky

Oh, night owl
Oh, night owl
Oh, night owl
Oh, night owl
Oh, night owl
Oh, night owl
Oh, night owl
Yeah, yeah
Oh oh oh oh oh
Oh, in the sky

7. The Duke 6:30

Whisky à Go-Go, Los Angeles, CA
July 23, 1968
Recording engineer: Wally Heider

Ray Collins—tambourine
Roy Estrada—bass
Don Preston—keyboards
Ian Underwood—alto sax
Bunk Gardner—tenor sax
Motorhead Sherwood—baritone sax
Jimmy Carl Black—drums
Arthur Dyer Tripp III—drums

All right, this is a song that— that we've been working on in secret for a while now. We're gonna make an attempt to record it. If we mess it up, we'll just stop and do it all over again. It doesn't have a name yet. But, uh, doesn't really need one.

9. "The Reason We Have Stayed Together" 1:15

WMEX, Boston, MA
January 31, 1969

FZ, interviewed by Warren Duffy

The reason that has kept us together is not because people appreciate great musicians. The reason we have stayed together is because musicians like to play music. And if we had not been musicians the band would have folded long time ago. It just so happens that everybody in the band is sort of masochistic about. They like to play well enough [...] the other. The troubles and stuff that we go through. And already do it. You know like being on the road is no fun, there's a lot of funny stories that you can tell when you get home but the actual process is something of a drain in your energy and it gets pretty imposing sometimes, especially in Europe.

So uh, the only time you really get to rock out is when you're playing, you know. It's worth it. You know, it's quite a feeling to be up there, uh . . . It's blowing your brains out. Even if there's only five people in the audience who can really understand what you're getting into, you know? And it's irrelevant whether or not they clap for it or even walk out in the middle of it, because the band knows when it's played good and also knows when it's played bad, and no amount of applause after a bad show is gonna make you feel right. Sometimes people clap for the crappiest things.

17. FZ On Varèse 3:08

Indiana University Radio-TV Center
April 25, 1974

FZ, interviewed by Craig Eldon Pinkus


Well, the fact of the matter is if I had a power trio and just a wall of Marshall amplifiers and a minimum P.A. system that all you put through was the vocals and we traveled around in limousines and lived in first class hotels forever, I could still make ten times the amount of money that I make on tour right now.

But that's not the reason I tour—I like to play music and I like to hear music come out as good as possible for the largest number of people. And so if I earn a profit from doing concerts and making records, a large portion of that is reinvested into the equipment that produces the sound on stage. Or to use for extra amount of studio time, to try and get a better performance both technically from the musician standpoint and from the audio standpoint of the music that I write. And I think that Varèse would have done the same thing.

He was hampered by composing at a time when the electronic facilities to make his ideas a reality were not readily available to him. I have that luxury, and I don't think that I should [...] just let it go on. I started writing so called serious music, or non rock & roll music, 'bout the time I was 14, and I didn't write anything that even resembled rock & roll or rhythm & blues until I was 20.

I reject most of 20th Century music. I've made quite a study of it, I buyed just about every record that's available of new pieces, and most of them are horrible, you know. They don't have any musicality to 'em, they're intelectual exercises that don't do anything for me. And I liked Varèse's music from the minute that I heard it, and it's just that it was uh, it was beautiful, you know. And I couldn't understand it when my mother would start screaming at me to take it in the other room 'cause it bothered her while she was ironing, you know. And I said, "But listen to the siren in this!"

Craig Eldon Pinkus:

Yeah! Ha ha ha . . .


"Listen to the drums!"

Craig Eldon Pinkus:



She wouldn't get off on that. And I found that—I would bring people home from school and say, "Have I got a record for you!"

Craig Eldon Pinkus:

Heh heh heh . . .


And I would play that for 'em and they would look at me like I was crazy. But I insisted that what he was writing was really beautiful and I would tell everybody about it whenever I got a chance. And uh, in putting that little quote on the first three albums that 20th Century composer are—

Craig Eldon Pinkus:

Present day.


Yeah. Present day composer refuses to die. By putting that on the albums and putting his name on the albums I led a lot of people on the direction of his music, and uh, people still come up to me and say that they're glad that I put that on there because they heard the music and it really got off on 'em, you know. And I think that—if you got a chance you'd have to check it out too.

The works I like the best is the performance of Arcana by the Chicago Symphony Orchestra, and uh, there's a good record on Nonsuch that has some interesting recording techniques and a good performance of some of these pieces.

disc 2

1. Call Any Vegetable Excerpts 4:24

includes quotations from Have Gun—Will Travel (Herrmann), Gris-Gris Gumbo Ya Ya (Rebennack), God Bless America (Berlin), America The Beautiful (Ward/Bates) and L'histoire du soldat (The Soldier's Tale) (Stravinsky)

Fillmore West, San Francisco, CA
November 6, 1970

FZ—guitar, vocals
Mark Volman—vocals, percussion
Howard Kaylan—vocals, percussion
George Duke—keyboards
Ian Underwood—keyboards
Jeff Simmons—bass, vocals
Aynsley Dunbar—drums

Mark & Howard:
Han-Tant, Han-Tant
Han-Tant, Han-Tant
Heeeeee . . .

FZ: This is a song about the citizens of San Francisco. They keep you regular. They're real good for ya.

Call any vegetable
Call it by name
Call one today
When you get off the train
Call any vegetable
And the chances are good
Yeah . . .

That the vegetable will respond to you
The vegetable will respond to you

Call any vegetable
Pick up your phone
Think of a vegetable
Lonely at home
Call any vegetable
And the chances are good . . .

FZ: What can I say? What can a person like myself, live on stage at the Fillmore West Psychedelic Dungeon, say to a vegetable? Well, I've considered this problem for at least 45 seconds. And I've come to the conclusion that the answer is simple my friends. All you have to do is call, and tell them how you feel. As my assistants are doing right at this very moment.

Mark & Howard:
Gris-Gris Gumbo Ya Ya

FZ: Oh, we have to do Dr. John tonight.

FZ: Just bear in mind some of the important things that you have to discuss with these people. One of them might be muffins . . .
Mark & Howard: Yeah!
FZ: Pumpkins!
Mark & Howard: Yeah!
FZ: Wax paper!
Mark & Howard: Yeah!
FZ: Caledonias, mahoganies and elbows, green things in general, and soon, a new rapport! You and your new little green and yellow buddies, grooving together! Maintaining your coolness together! Worshipping together in the church of your choice! Only in America!

God Bless America,
Land that I . . .

Sieg Heil! Sieg Heil! Sieg Heil!

Call any vegetable
Call it by name
Got to call one today
When you get off the train
Call any vegetable
And the chances are good

Oh, that the vegetable will respond to you

Mark: Hold it, hold it, hold it!

Howard: Oh God, oh God, we're coming together!

FZ: What a pumpkin.

2. Happy Together 1:04


Fillmore West, San Francisco, CA
November 6, 1970

FZ—guitar, vocals
Mark Volman—vocals, percussion
Howard Kaylan—vocals, percussion
George Duke—keyboards
Ian Underwood—keyboards
Jeff Simmons—bass, vocals
Aynsley Dunbar—drums

Imagine me and you
I do
I think about you day and night
It's only right
To think about the girl you love
And hold her tight
So happy together

If I should call you up
(Call you up)
Invest a dime
And you say you belong to me
(Ease my mind)
And ease my mind
Imagine how the world could be
(Very fine)
So very fine
So happy together

I can't see me
Lovin' nobody but you
For all my life
When I'm with you
Baby, the skies will be blue
For all my life

Mark: Everybody, come on, let's sing along!

6. Apostrophe' 6:08

DiscReet Rehearsal Studio, Los Angeles, CA
June 21, 1974

Napoleon Murphy Brock—tenor sax
Jeff Simmons—guitar
George Duke—keyboards
Ruth Underwood—percussion
Tom Fowler—bass
Chester Thompson—drums


9. Mo's Vacation 4:02

Circus Krone, Munich, Germany
August 31, 1978

FZ—guitar, vocals
Ike Willis—guitar, vocals
Denny Walley—guitar, vocals
Tommy Mars—keyboards, vocals
Peter Wolf—keyboards
Ed Mann—percussion
Arthur Barrow—bass
Vinnie Colaiuta—drums

Pretty good!

14. The Meek Shall Inherit Nothing 3:06

The Pier, NYC, NY
August 25, 1984

FZ—guitar, vocals
Ray White—guitar, vocals
Ike Willis—guitar, vocals
Bobby Martin—keyboards, sax, vocals
Allan Zavod—keyboards
Scott Thunes—bass
Chad Wackerman—drums

While you work the wall
Work the floor
Work the pipe
In serious pain

Some take the Bible
For what it's worth
When it says that the meek
Shall inherit the Earth
Well, I heard that some sheik
Has bought New Jersey last week
'N you suckers ain't gettin' nothin'

Is Hare Rama really wrong
If you wander around
With a napkin on
With a bell on a stick
An' your hair is all gone
The geek shall inherit nothin'

You say yer life's a bum deal
'N yer kinda up against the wall
Well, people, you ain't even got no kinda
Deal at all
'Cause what they do
In Washington
They just takes care of Number One
An' Number One ain't you
You ain't even Number Two

(Push the button
Pull that chain
Out comes a little brown navy train)

Those Jesus Freaks
Well, they're friendly but
The shit they believe
Has got their minds all shut
An' they don't even care
When the church takes a cut
Ain't it bleak when you got so much nothin'

(So whaddya do? Hey!)

Eat that pork
Eat that ham
Laugh till ya choke
On Billy Graham
Moses, Aaron 'n Abraham
They're all a waste of time
'N it's your ass that's on the line
(Think about it!)
(It's your ass that's on the line)
(Oh, yeah!)

Do what you wanna
Do what you will
Just don't mess up
Your neighbor's thrill
'N when you pay the bill
Kindly leave a little tip
And help the next poor sucker
On his one way trip
Some take the Bible . . .
(Aw, gimme a half a dozen for the hotel room!)

disc 3

28. Overture 9:16

includes parts of Outrage At Valdez and Dio Fa

Alte Oper, Frankfurt, Germany
September 19, 1992

FZ—Conductor, Synclavier
Peter Rundel—Conductor, Violin
Dietmar Wiesner—Flute
Catherine Milliken—Oboe, English Horn, Didgeridoo
Roland Diry—Clarinet
Wolfgang Stryi—Bass Clarinet, Contrabass Clarinet, Tenor Saxophone
Veit Scholz—Bassoon, Contrabassoon
Franck Ollu—Horn
Stefan Dohr—Horn
William Forman—Trumpet, Flügelhorn, Piccolo Trumpet, Cornet
Michael Gross—Trumpet, Flügelhorn, Piccolo Trumpet, Cornet
Uwe Dierksen—Trombone, Soprano Trombone
Michael Svoboda—Trombone, Euphonium, Didgeridoo, Alphorn
Daryl Smith—Tuba
Hermann Kretzschmar—Piano, Harpsichord, Celeste
Ueli Wiget—Piano, Harpsichord, Celeste, Harp
Rainer Römer—Percussion
Rumi Ogawa-Helferich—Percussion, Cymbalom
Andreas Böttger—Percussion
Detlef Tewes—Mandolin
Jürgen Ruck—Guitar, Banjo
Ellen Wegner—Harp
Mathias Tacke—Violin
Claudia Sack—Violin
Hilary Sturt—Viola
Friedemann Dähn—Violoncello
Thomas Fichter—Contrabass, Electrocontrabass

Thank you. Thank you. Thank you, thank you, thank you and thank you.


All compositions by Frank Zappa except as noted
Site maintained by Román García Albertos
Transcription for new material by Román
The parts on Frank Zappa (VPRO, 1971) are printed this way
The parts on The Yellow Shark (1993) are printed this way
This page updated: 2024-01-13