Shut Up 'N Play Yer Guitar: Notes & Comments

Cover Art

March 13, 1981—John Livzey Photo Session

SUNPYG

John Livzey, interviewed by Tom Brown, April-May 2002

I got this job from an art director friend, Dave Schroer, who had a client who manufactured the Acoustic amps. And the idea was to get a shot of Frank with the amp because he was endorsing it. So we went to his house up in the Hollywood hills. He had a cool house, very cozy. And he had just finished putting the recording studio in. It was brand new; it smelled brand new. And off to the side he had an echo chamber. It was a separate room, all white with rounded corners. And he had a beautiful Steinway piano with a whole extra octave of black keys. [...] I thought we'll have Frank standing behind this amp, and I'll get down low and shoot up into the ceiling. Thomas Nordegg was there; I think there were a bunch of people around. Frank came in the room finally and he was multi-colored, wearing turquoise, with a peach t-shirt, a chartreuse jacket and he had on baggy trousers and tennis shoes that were three or four different colors. He was pretty wildly dressed and his hair was all tousled.

[...] I told him briefly what we were going to do and he said "Yeah, yeah. Okay" and he left for a few minutes before coming back in. I was nervous about shooting him, since I wasn't used to shooting well-known people, and he made me nervous anyway. I remember saying to all the gathered crew there "When he comes out and we start shooting, I'm not a prima donna about this and if anybody wants to talk or interject, or suggest, I have no problem with that." In other words, help me out! [...] He came in the room and I was crouched down behind the camera and everybody just melded into the shadows . . . nobody said anything. [...] So Frank comes out and I shot a Polaroid and then its two minutes that it has to cook, and those two minutes can be excruciating when everybody has melded into the shadows, and it's just you and Frank. And I don't know Frank and he doesn't know me, and he's not particularly talkative.

[...] The idea was to try to make it look like he was on stage, and I think he said something like "Well, no one's really going to believe that," and I said "You're right. They're not really going to believe it, but for being in here I think it sort of conveys the idea." There were a couple of little lights high above him. Party jells over them would have made it more realistic you know, but it sort of worked. And he said "Okay, do it." So I get down behind the camera and he's got the guitar on and he's glaring at me with that Zappa look, and I said "Why don't you play us a tune?" and he says, in a very slow deadpan "I don't play tunes." I'll never forget that. Dead silence. And everybody in the shadows went FURTHER into the shadows. They became the shadows. But somehow I got through the shoot, I don't know how.

[...] But here's what happened. We did the shoot and I shot a few rolls, and it was "Thank you very much," and everybody came back out of the shadows, and handshakes all around, a lot of frivolity and everybody's happy. So Frank says "You got any black and white film?" and I said "Yeah," and he said "Why don't you shoot a couple of rolls of me?" And I think I hesitated. I'm not sure what I said or what I did, but I remember it being a little awkward, and he said "No, listen, if I like them, I'll buy them from you. I'm not trying to take advantage of you." I'm not sure how he actually said it, but he assured me that he wasn't trying to rip me off. I said "Yeah, okay," so everybody left. All the shadow people were pretty much gone except my assistant, who was a guy I didn't know. His name was Chris, and I don't think I had ever worked with him before. So I took these pictures of Frank at home, and that was the day I met him. [...] March 13, 1981. [...] So I sent the pictures to him a couple of days later and a couple of days after that the phone rang and I picked it up, and he said "Livzey?" and I said "Yeah," and he says "Zappa." I said "Hey Frank, how are you doing?" I remember I was really surprised. It wasn't Frank's people calling, it was Frank on the phone, and basically what he said was he liked the pictures. [...] So Frank ordered several 16" by 20" prints. He ordered full frame pictures of about ten different images. A bunch of pictures and he loved them all. [...] He used this [on the record sleeves of the Shut Up 'N Play Yer Guitar LP box].

April 7, 1981—John Livzey Photo Session

John Livzey, johnlivzey.com

Frank Zappa in an outtake from an album called Shut Up 'N Play Yer Guitar.

John Livzey, interviewed by Tom Brown, April-May 2002

Frank at home, April 7, 1981; that's when we had the all-night session. That was probably the best session I had with him. The pictures that came from that were "Shut Up and Play Your Guitar," the cover, and well, just one picture came out of it really, but from my point of view it was just a good session, it was fun. We were there all night long.

September 1982—Box Set

Billboard, September 25, 1982, p. 57

General News

New LP/Tape Releases

[...]

ZAPPA, FRANK
Shut Up 'n Play Yer Guitar
LP Barking Pumpkin W3X 38289 (3) . . . . . . No List
CA WTX 38289 . . . . . . . . . . . . . . . . . . . . . No List

FZ, interviewed by Tom Mulhern, Guitar Player, February 1983

How well have the Shut Up 'N Play Yer Guitar records sold?

Good. Actually, they have surprised everybody because the quality that we sold mail-order went into a profit within two weeks of being out there. That is, they paid for the cost of manufacturing within two weeks. At the same time, the contract with CBS was structured like this: They had the right to put the records out outside of the United States as a commercial release, and they put them in a three-record boxed set. That did really well in Europe, and suddenly they started importing into the United Stares. So all the people who purchased them mail-order were saying, "Hey, look. It's in the store in a nice boxed set we were buying them as three individual records through the mail." I didn't have any control over it. There was no way I could stop what was happening, so the only thing I could do was put it out as a commercial release myself in the U.S.

Is it doing well as a set?

Well, they pressed 5,000 sets to begin with, and they went immediately like that [snaps fingers]. So, they ordered another 7,000. It's kind of an unusual item since it is fairly expensive, it's in a box, It's hard to rack, and you wouldn't think there'd be much demand for it because it is instrumental music by some guy who is not normally recognized as being a musician. People think of me as some kind of deranged comedian. So, CBS was kind of surprised that there were that many orders coming in.

FZ, interviewed by Steve Rosen, Record Review, June 1982

There has been a demand for them for some time where people would say you don't play enough guitar, you don't play enough guitar in the show or on the albums so I figured to accomodate those people who didn't get enough I'd just put out a whole lot of guitar solos. And they sold real well. In fact they sold better than the last two commercial releases I had. I like it, I think it's great that people like that kind of music. I'm as happy playing instrumental music as I am doing the other things. I've been doing some work on some cuts which seem suitable for another package of that type.

These three albums aren't even chronological; they were sequenced so that there's enough variety on each side in terms of different styles, tempos, and key signatures, so that there was continuity per each 18 minute unit. There was quite a bit of stuff to choose from and I tried to pick the things I thought had the most interest and also the best recording quality.

FZ, interviewed by Co de Kloet, May 16, 1982

CDK: Were you surprised on the reaction on the guitar-box?

FZ: In some countries, yes, some countries no. I was surprised it did well in France, and eh . . . You know, I think it did well anyplace.

CDK: Did it sell better than YOU ARE WHAT YOU IS?

FZ: Oh yeah . . . that album didn't sell many copies at all.

Original Project

FZ, interviewed by Ralph Denyer, Sound International, April/May 1979

I've been toying with the idea of putting out an album called Shut Up And Play Your Guitar on a mail order basis, nothing but guitar solos one after the other. I've got side one of it all put together, it's all live cuts. There's no songs, just guitar solos. You don't hear no words, no tune, no nothing. It's one guitar solo after another, just stuff that happened live. There may be a market for that if I sell it or merchandise it through magazines. It's not a general rack item. I suppose there are fetishists out there who might enjoy something like that.

FZ, interviewed by John Dalton, Guitar, May 1979

Another thing which might be interesting to your readers is that I'm putting together an album for mail order called 'Shut Up and Play Your Guitar', and all it is is guitar solos, one after another. No songs, no words, no head, no ending, just guitar solos. Most of them live, and when the solo's over there's a little noise and it goes on to the next one. I've got half of it down and expect to have the rest of it done a month or two after the tour.

[...] this is for guitar fetishists. There's a lot of people who've never paid any attention to what I play. They might have read about it or watched somebody's clothes while I was playing, but if they actually want to hear what I was doing this'll be a chance for them to hear it.

Michael Branton, "Frank Zappa vs. The World!", BAM Magazine, October 5, 1979

While the [Anti-Defamation] League [of B'nai B'rith] was harping, [FZ] was readying other projects: Warts And All, a double live album, was culled from performances at the 1978 Halloween show in New York and a January engagement at the Hammersmith Odeon in England; Shut Up And Play Your Guitar is an album of blistering Zappa guitar work, sans vocals, which he plans to sell mail-order. "It's just for fetishists," he says, laughing. "For those who want to hear my guitar work, that's the album for them." With these works completed (but as yet unreleased). Zappa moved into Village Recorders on April 11, [1979], planning to record a couple of songs and then split.

FZ, interviewed by Dave Benson & Dave Alpert, WMET-FM, Chicago, IL, June 28, 1981

I've been trying to get this organized for about five years, and, as a matter of fact, because I didn't do a tour in the springtime of this year it gave me a chance to finish that project off.

Segues

FZ, interviewed by John Swenson, Guitar World, March 1982

GW: Why did you include those voice segues?

FZ: Because I tried the album ... I edited it together with no vocal texture in it and I thought it was flat. I think it needed just a vocal distraction to set you up for the next thing, because one solo after another after another with no interruption is— to me it wasn't dynamic enough.

GW: Was that why you had those conversations and weird sounds on "Lumpy Gravy."

FZ: No. That was the composition on "Lumpy Gravy." In this case, it just served as punctuation, just to give your ears a chance to stop hearing a fuzz tone for a minute and hear another texture and then it set you up for the next thing. It just— it's structural.

Guitar Playing

FZ, interviewed by John Swenson, Guitar World, March 1982

I love music. I love to play. And I enjoy going on stage and improvising a guitar solo. You know, you can't do that at home. You can sit around and noodle on your guitar but it's the instant challenge of going against the laws of physics and the laws of gravity and going on stage and playing something nobody ever heard before. And nobody would dare to play. That's what I like to do. That's ... I mean, that's sex. It's better than sex. That takes you into a realm of science. And you can't do that sitting at home and you can't do it in the recording studios. It's not the same feeling.

See also notes on FZ Guitars.

disc 1

1. five-five-FIVE

Liner notes by FZ

Recording Date 2/17/79
Recording Location Odeon Hammersmith, London
Engineer Mick Glossop
Facility Rolling Stones Mobile
Lead Guitar F.Z.
Rhythm Guitar Warren Cucurullo
Rhythm Guitar Denny Walley
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Peter Wolf
Bass Arthur Barrow
Percussion Ed Mann
Drums Vinnie Colaiuta
Guitar Used: hand-made copy SG

FZ, Guitar Player, November 1982

It's in 5/8, 5/8, 5/4. You count it like this: One two one two three, one two one two three, one-and two-and three-and four-and five- and.

It's a very guitar-oriented piece because of the way it uses the open string. So it's kind of an easy thing to pick up on the guitar, in spite of the odd rhythm. As long as the numbers involved tend to frighten you, though, then the odd rhythms are not your meat. Don't worry about the numbers—you just have to worry about what the FEEL is. When I wrote that particular song, I never even stopped to figure out what the time signature was. I don't worry about that if I'm playing it on the guitar. If I'm writing it for an orchestra, then I do. But I don't calculate how things that I make up on guitar are going to look on paper or how it's ultimately going to be. I just play it, and then figure out what it is later, after I've recorded it. In other words, my theory is that written music in no way assures the pedigree of the musical quality of what's being played. Just because it's on paper doesn't make it any better or any worse than any other kind of music. Music on paper is just a convenient way of showing musical ideas from one person to another without having to hum it to him. And when you get things that are complicated, it's really time-consuming to hum them.

Sources & edits

London, UK, February 19, 1979	SUNPYG (Rykodisc, 1995)
0:44-3:22	0:00-2:35

2. Hog Heaven

Liner notes by FZ

Recording Date 10/18/80
Recording Location Brady Theater, Tulsa
Engineer George Douglas
Facility UMRK remote
Lead Guitar F.Z.
Rhythm Guitar Steve Vai
Rhythm Guitar Ray White
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Bob Harris
Bass Arthur Barrow
Drums Vinnie Colaiuta
Guitar Used: Les Paul with Di Marzio pick-ups

3. Shut Up 'N Play Yer Guitar

Liner notes by FZ

Recording Date 2/17/79
Recording Location Odeon Hammersmith, London
Engineer Mick Glossop
Facility Rolling Stones Mobile
Lead Guitar F.Z.
Rhythm Guitar Warren Cucurullo
Rhythm Guitar Denny Walley
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Peter Wolf
Bass Arthur Barrow
Percussion Ed Mann
Drums Vinnie Colaiuta
Guitar Used: hand-made copy SG

Sources & edits

London, February 17, 1979	SUNPYG (Rykodisc, 1995)
Inca Roads	Shut Up 'N Play Yer Guitar
2:14-7:32	0:00-5:18
7:32-7:40
7:40-7:54	5:18-5:32
	(5:32-5:38)

4. While You Were Out

Liner notes by FZ

Recording Date Unknown
Recording Location Los Angeles, CA
Engineer Steve Nye
Facility UMRK
Lead Guitar F.Z.
Rhythm Guitar Warren Cucurullo
Drums Vinnie Colaiuta
Guitar Used: Acoustic Black Widow with EMG pick-ups direct into recording console

FZ, interviewed by Steve Birchall, Digital Audio, October/November 1984

It's hard for me to play a solo in the studio, because there's nothing to inspire you. "While You Were Out," though, was done in the studio. It was just me and another guy sitting there playing against a drum track that was already recorded from another song. It can happen, but we rarely improvise in the studio. That's not one of my top priorities—to sit around playing guitar into a tape recorder? Why? Who's going to listen to it?

Warren Cuccurullo, T'Mershi Duween #36, February 1994

["While You Were Out" and "Stucco Homes" were] originally one piece, but Frank edited it because it had different tonalities. It came about before his studio was built. I was playing along to a live solo of Frank's and he took my track and flew it over a live Vinnie drum track. Then Frank recorded over the top of that with his Black Widow. It was unbelievable. He did it in one take! I was there all night watching him put it together, and afterwards he gave me the guitar I'd used—as payment. I used that for the next two years with Missing Persons.

Warren Cuccurullo, Facebook, July 30, 2015

Here's a flashback to the beginning. An overnight basement (pre UMRK) studio session with frank and engineer Steve Nye led to this beautiful recording. Initially i was playing over the solo vamp of 'inca roads' Frank took the guitar track i recorded and laid it over a track of Vinnie's from another tune. (Can't recall which one, but all of the basic tracks were from live mobile recordings from the '79 european tour) Frank improvised sitting at the desk, playing an Acoustic (brand) 'black widow' guitar. i'd never seen or heard of one before. I was playing an unusual guitar as well. Frank's vox winchester (the mp 'words' video tiny gtr) which he decided should be my payment for the session cos it was the perfect size for me & he said it looked like it should be sewn right into my jacket! Anyway, frank blew this down in one take, no punches. what a night! Frank zappa is the greatest thing that ever happened to music! P e r i o d!—WC

David Ocker, The David Ocker Internet Interview, 1994-1995

I remember asking Frank what the title meant. He said "While You Were Out" referred to someone who had gotten out of prison—I had the impression it was someone specific, but I'm not sure who. (ASIDE: Another time someone asked Frank what had happened to the other members of his first band in San Diego—"In prison" was his instant reply.)

Art Jarvinen, comments to The David Ocker Internet Interview, August 1998

In the transcription of "While You Were Out" there is a part where Steve put in the indication "No Meter". I copied that piece, and I remember Frank laughing and commenting on that when I showed it to him. He let it go in that way, but he said "What's that supposed to mean? Everything's in some meter". I think he felt that Steve had sort of copped out on that one. It was clear to me then that, at least for Frank, the meter was an underlying reality, and it didn't make much sense to him to think about his music without it, even if it was an improvisation with no apparent groove.

The Drum Track

Mike Genovese pointed out that parts of at least "While You Were Out," "Stucco Homes," "He Used To Cut The Grass" and "Outside Now" (Joe's Garage version) share the same drumtrack. These are the correspondences as far as we know. Measures numbers, when present (in curly brackets), taken from The Frank Zappa Guitar Book, with the help of the animatronicity table below.

WYWO (SUNPYG, Rykodisc 1995)		SH (ROTSOSUNPYG, Rykodisc, 1995)		HUTCTG (JG, Rykodisc, 1995)	ON (JG, Rykodisc, 1995)
00:03-00:04 / {002-002}	02:59-03:00 / {105-105}
00:04-00:09 / {003-004}	03:00-03:05 / {105-106}	01:30-01:35 / {050-051}
00:09-00:14 / {004-005}	03:05-03:10 / {106-107}	01:35-01:40 / {051-053}	04:35-04:40 / {161-163}		00:51-00:55
00:14-00:16 / {005-006}	03:10-03:11 / {108-108}		04:40-04:42 / {163-164}		00:55-00:57
	03:11-03:13 / {108-109}		04:42-04:43 / {164-165}		00:57-00:58
01:49-01:50 / {068-068}	03:13-03:14 / {109-109}		04:43-04:44 / {165-165}		00:58-00:59
			04:44-04:49 / {165-168}		00:59-01:04
01:50-02:04 / {068-078}	03:14-03:28 / {110-118}
02:06-02:34 / {079-097}	03:28-03:56 / {119-137}
02:34-02:48 / {097-103}	03:56-04:10 / {137-142}	01:04-01:18 / {040-047}
02:48-02:56 / {103-104}		01:18-01:27 / {047-049}
	04:10-05:03 / {143-165}			01:51-02:44
	05:03-05:59 / {166-190}			03:23-04:19
		02:56-03:16 / {104-117}	06:12-06:32 / {225-237}		03:13-03:32
		00:24-01:04 / {014-039}			03:34-04:14
		03:16-03:19 / {117-119}	06:32-06:35 / {238-240}		04:17-04:21
			06:35-07:33 / {240-277}		04:21-05:19
		03:19-03:37 / {119-130}	07:33-07:51 / {277-288}		05:19-05:36
		03:37-04:04 / {131-144}	07:51-08:17 / {288-302}

animatronicity, "The Frank Zappa Guitar Book—errata etc.," Zappateers, July 27, 2018

I have a full comparison of the drumming in While You Were Out, Stucco Homes, Outside Now, and He Used To Cut The Grass:

[...] Here's what I found (note: this is in terms of measures... in the guitar book, only Stucco Homes and While You Were Out are numbered; see below the tables for a guide to the other measure numbers):
Intra-WYWO:

WYWO   | WYWO
-------|--------
3-6    | 105-108
-------|--------
68-77  | 109-118
-------|--------
79-102 | 119-142

Intra-SH

SH      | SH
--------|--------
51-52   | 161-163
--------|--------
104-119 | 225-240
--------|--------
120-144 | 278-302

(also the 2nd guitar part repeats itself at least once: 131-144 <-> 289-301)

WYWO-SH

WYWO    | SH
--------|--------
  3-5   |   50-53
105-107 |
--------|--------
  4-6   | 161-164
107-108 |
--------|--------
 95-104 |   42-49
159-142 |
--------|--------
108-109 | 163-169

ON-SH

ON    | SH
------|---------
1-3   |  107-116
------|---------
4-12  |    15-39
------|---------
13-29 |  238-256
      |  117-119

HUTCTG-WYWO

HUTCTG | WYWO
-------|--------
20-40  | 145-165
-------|--------
59-83  | 166-190
I could combine it into one huge, confusing table... but I'm not sure how to do it in any clear way.

animatronicity, "I Figured Out The Source Of Some Of The Drumming In 'Stucco Homes,'" Zappateers, December 2, 4, 2018

Sy Borg!

Drums from 1:37-4:04 (and 7:51-8:17) on Stucco Homes are from the drum track of Sy Borg (from Joe's Garage). I haven't made a table for this one, but the grooves are unmistakably the same.

A complicating factor is that the drum track was apparently slowed down for Stucco Homes... SH 116bpm vs. Sy Borg's 125bpm.

5. Treacherous Cretins

Liner notes by FZ

Recording Date 2/17/79
Recording Location Odeon Hammersmith, London
Engineer Mick Glossop
Facility Rolling Stones Mobile
Lead Guitar F.Z.
Rhythm Guitar Denny Walley
Rhythm Guitar Ike Willis
Electric Sitar Warren Cucurullo
Keyboards Tommy Mars
Keyboards Peter Wolf
Bass Arthur Barrow
Percussion Ed Mann
Drums Vinnie Colaiuta
Guitar Used: hand-made copy SG

Sources & edits

London, February 17, 1979	SUNPYG (Rykodisc, 1995)
0:00-4:03	0:00-4:07
4:03-4:11
4:11-5:32	4:07-5:29
	(5:29-5:34)

See notes for "Basement Jam" on Funky Nothingness (2023).

6. Heavy Duty Judy

Liner notes by FZ

Recording Date 12/5/80
Recording Location Berkeley Community Theater
Engineer Tommy Fly
Facility UMRK remote
Lead Guitar F.Z.
Rhythm Guitar Steve Vai
Rhythm Guitar Ray White
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Bob Harris
Bass Arthur Barrow
Drums Vinnie Colaiuta
Guitar Used: Les Paul with Di Marzio pick-ups

Mark Pinske, January 26, 2003

Tommy Fly was brought in because Frank wanted better recordings then we were getting out of George [Douglas].

Patrick Buzby, July 6, 2010

"Tommy Fly" is probably the engineer more often credited as Tom Flye. He has worked on many records (although not any other FZ records), I believe often around the San Francisco/Berkeley area.

Charles Ulrich, July 6, 2010

I see that he has worked a lot with the Dead and related acts (Garcia, Hart, Hunter, New Riders). Also Starship, Sly, and Tower Of Power. So yes, Flye must have been locally available when FZ was in Berkeley, so he could give Douglas the night off (or put him to work in some other capacity).

7. Soup 'N Old Clothes

Liner notes by FZ

Recording Date 12/11/80
Recording Location Santa Monica Civic Auditorium
Engineer George Douglas
Facility UMRK remote
Lead Guitar F.Z.
Rhythm Guitar Steve Vai
Rhythm Guitar Ray White
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Bob Harris
Bass Arthur Barrow
Drums Vinnie Colaiuta
Guitar Used: Les Paul with Di Marzio pick-ups

Mark Pinske, interviewed by Chris Michie, Mix, January 1, 2003

The Santa Monica Civic, we took a 24-track in on that one. [...] Tower Theater in Philadelphia, Santa Monica Civic, if I remember correctly. And those tapes were done, actually pretty darn good, because we had a more elaborate miking setup on stage.

[...] We didn't have the remote truck. No, not on those gigs. They were done in the Santa Monica dressing room, the auditorium concert in 1980. [...] When we did the Santa Monica Civic, we didn't have the truck. We had a 24-track back in the dressing room. You'll see reference to that. There's kind of a mistake on a couple of the credits that were done later, I noticed when I looked on the Internet. Where they just said "George Douglas, UMRK mobile." It was no UMRK mobile. If you search deeper, you find it was on mobile equipment, but we moved it around and put it where we wanted. It was no actual facility. And they were pretty good recordings, some of those. They came out rather well.

Mark Pinske, January 26, 2003

Thom Ehle helped [George Douglas] on that one. We also did some better routing and had more time to set up the room which made for a better recording on that show.

8. Variations On The Carlos Santana Secret Chord Progression

Liner notes by FZ

Recording Date 10/17/80
Recording Location Dallas Civic Arena
Engineer George Douglas
Facility UMRK remote
Lead Guitar F.Z.
Rhythm Guitar Steve Vai
Rhythm Guitar Ray White
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Bob Harris
Bass Arthur Barrow
Drums Vinnie Colaiuta
Guitar Used: Les Paul with Di Marzio pick-ups

See notes for "Soup 'N Old Clothes."

Arthur Barrow, Of Course I Said Yes!, 2016, p. 103

[At the Sporthalle, Cologne, June 7, 1980] Santana [was] our opening act. [...] I mentioned [to FZ] hearing Carlos play and how good his trademark fluid soloing still sounded. When the thought crossed my mind I laughed and said, "Hey, maybe we should do a Santana take off." Then something shocking happened: he thought I had a good idea again!

I suggested the G minor to C vamp from "Evil Ways" and told him how Bob McCready, an old college friend of mine, used to jokingly refere to it as the Carlos Santana Secret Chord Progression. Frank like the vamp from "Evil Ways" idea too, and said we could do it in "Tiny Lights."

[...] To my surprise and delight, Frank released a version of it on the first Shut Up And Play Your Guitar album with the title "Variations On The Carlos Santana Secret Chord Progression."

Bulgarian Bagpipe

FZ, interviewed by Bill Milkowski, Down Beat, February 1983

BM: I'd like to ask you about a specific technique that seems to be a Zappa motif on several of your recordings—the Bulgarian bagpipe technique.

FZ: You mean with the pick on the strings? With your left hand you're fretting the notes and with your right hand you're also fretting the notes with a pick. Instead of plucking the string you're fretting the string, you hit the string and then that presses it against the fret so it actuates the string and also determines the pitch, and you can move back and forth real fast that way . . . just aiming it straight down at the string. On the guitar album you can hear it on "Gee I Like Your Pants" and "Variations On The Carlos Santana Secret Chord Progression." Actually, I learned it from Jim Gordon, who is a drummer, and he picked it up from some other guitar player. He showed it to me in 1972. That's when I first saw anybody do it, and the first time I ever used it in concert was in Vienna in '72 or '73. I decided I would try it, and I've done it ever since.

9. Gee, I Like Your Pants

Liner notes by FZ

Recording Date 2/18/79
Recording Location Odeon Hammersmith, London
Engineer Mick Glossop
Facility Rolling Stones Mobile
Lead Guitar F.Z.
Rhythm Guitar Warren Cucurullo
Rhythm Guitar Denny Walley
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Peter Wolf
Bass Arthur Barrow
Percussion Ed Mann
Drums Vinnie Colaiuta
Guitar Used: hand-made copy SG

FZ, interviewed by John Dalton, Guitar, June 1979

Like last night I was playing one solo and decided right in the middle of it to play the melody line to Wooly Bully, one quarter note off. Instead of starting on one you start on two, and I played it at half the speed of the band—that's stupid.

Sources & edits

London, February 18, 1979 (late show)	SUNPYG (Rykodisc, 1995)
Inca Roads	Gee, I Like Your Pants
04:14-04:30	0:00-0:16
04:30-05:23
05:15-05:23	0:16-0:24
05:23-06:50
06:50-08:28	0:24-2:01
08:28-08:55
08:55-09:25	2:01-2:30
	(2:30-2:35)

10. Canarsie

Liner notes by FZ

Recording Date 2/19/79 (basic track)
Recording Location Odeon Hammersmith, London
Village Recorders (over-dubs)
Engineers Mick Glossop, Joe Chicarelli
Facility Rolling Stones Mobile
Lead Guitar F.Z.
Electric Sitar Warren Cucurullo
Bass Patrick O'Hearn
Drums Vinnie Colaiuta
Guitar Used: hand-made copy SG

Alex Winter, "Digital Vault Pass: Video," Who The F@% Is Frank Zappa?,* March 31, 2018

At Village Recorders in May of 1979, FZ also recorded 'Canarsie,' and here we have Warren Cuccurullo's sitar session, in which FZ makes him say the infamous opening statement.

Warren Cuccurullo, interviewed for Planet Earth, February 1996

One of the best times I ever had with Frank was when he came to Canarsie at my parents' house where I grew up, and we were jamming in my basement where he called me, where I used to make all those tapes, and my brother was down there playing drums, a friend of ours was playing bass, and all my friends from the neighborhood were over at my house because they knew that Frank was coming over. It was beyond a dream. It was like 30 year old men in tears hanging out . . . it was amazing.

11. Ship Ahoy

Liner notes by FZ

Recording Date unknown
Recording Location Tokyo or Osaka (probably)
Engineer unknown
Facility rented 4-track machine
Lead Guitar F.Z.
Keyboards Andre Lewis
Bass Roy Estrada
Drums Terry Bozzio
Guitar Used: Strat with Di Marzio pick-ups

FZ, interviewed by Steve Rosen, Record Review, June 1982

The only overt effects you can hear in there are on "Ship Ahoy" there's a voltage control filter and on "Pink Napkins" I'm using a Mutron bi-phase and a harmonizer.

FZ, interviewed by Tom Mulhern, Guitar Player, July 1983

What kind of effect did you use on "Ship Ahoy"?

It's an Oberheim voltage-controlled filter triggered by a sample/hold unit. It sets up a kind of rhythm that makes an accompaniment for you.

disc 2

1. The Deathless Horsie

Liner notes by FZ

Recording Date 2/19/79
Recording Location Odeon Hammersmith, London
Engineer Mick Glossop
Facility Rolling Stones Mobile
Lead Guitar F.Z.
Rhythm Guitar Warren Cucurullo
Rhythm Guitar Denny Walley
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Peter Wolf
Bass Arthur Barrow
Percussion Ed Mann
Drums Vinnie Colaiuta
Guitar Used: hand-made copy SG

Sources & edits

London, February 19, 1979	SUNPYG (Rykodisc, 1995)
0:05-0:43	0:00-0:38
0:43-1:55
1:55-3:06	0:38-1:48
3:06-3:12
3:12-4:47	1:48-3:21
4:47-5:40
5:40-8:39	3:21-6:18
	(6:18-6:20)

Steve Vai, interviewed by Tom Mulhern, Guitar Player, February 1983

I transcribed a song called "The Deathless Horsie" ["Shut Up 'N Play Yer Guitar Some More"], and Frank asked me to learn it on the guitar. He knew I played guitar because I'd sent him a tape he'd said he liked. So I told him I'd try. I learned the song, and I guess it was pretty good because he used it on the record and went into the studio and doubled the original guitar part. And if you listen to the album, you can hear two guitars—I'm playing exactly the same part as Frank; I doubled the solo. You can hear the distinction, though.

Pat Buzby, December 2, 2022

The voice at the end of the track (["Ngh . . ."]) [...] is part of the "Ms. Pinky Rap" included in the Läther Era Outtakes. It sounds like it is from a March 1976 show (Roy does similar raps in Chunga's in several of them), but doesn't match any circulating tape I can find.

2. Shut Up 'N Play Yer Guitar Some More

Liner notes by FZ

Recording Date 2/18/79
Recording Location Odeon Hammersmith, London
Engineer Mick Glossop
Facility Rolling Stones Mobile
Lead Guitar F.Z.
Rhythm Guitar Warren Cucurullo
Rhythm Guitar Denny Walley
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Peter Wolf
Bass Arthur Barrow
Percussion Ed Mann
Drums Vinnie Colaiuta
Guitar Used: hand-made copy SG

Sources & edits

London, February 18, 1979 (early show)	SUNPYG (Rykodisc, 1995)
Inca Roads	Shut Up 'N Play Yer Guitar Some More
01:47-08:39	0:00-6:50
	(6:50-6:53)

3. Pink Napkins

Liner notes by FZ

Recording Date 2/17/77
Recording Location Odeon Hammersmith, London
Engineer Alan P.
Facility Manor Mobile
Lead Guitar F.Z.
Rhythm Guitar Ray White
Keyboards Eddie Jobson
Bass Patrick O'Hearn
Drums Terry Bozzio
Guitar Used Strat with Di Marzio pick-ups

FZ, interviewed by Steve Rosen, Record Review, June 1982

The only overt effects you can hear in there are on "Ship Ahoy" there's a voltage control filter and on "Pink Napkins" I'm using a Mutron bi-phase and a harmonizer.

FZ, interviewed by Tom Mulhern, Guitar Player, July 1983

I used a Harmonizer on one track, "Pink Napkins," only because I used to have one in my rack.

Alan P.

Bill, alt.fan.frank-zappa, February 27, 2011

I know, it's not an authoritative source. But it gives me an opportunity to bring up the topic again. http://www.discogs.com/artist/Alan+Parsons?anv=Alan+P.&filter_anv=1

Alan P.
Real Name: Alan Parsons

Pat Buzby, alt.fan.frank-zappa, December 9, 2005

Did Alan Parsons still take outside engineering gigs after the Project was running?

Michael Brenna, alt.fan.frank-zappa, March 4, 2011

I asked.

On Mar 1, 2011, at 12:01 PM, <webmaster@alanparsonsmusic.com> wrote:

Hi Michael
Alan could have but he does not remember that concert:)
Thanks for writing.
AP Web

togfiado, alt.fan.frank-zappa, March 18, 2011

I'd also emailed the webmaster, and my reply has just arrived:-

Hi Steve The only information that we can get from Alan's office is that he did work on something a very long time ago—post production—and he has attended FZ concert in the UK.

Best,

Tab for AP Web

Patrick Buzby, January 21, 2013

FZ used the Manor Mobile studio for these London recordings. Google pulls up an Alan Perkins who was an engineer with that studio around this time.

Charles Ulrich, January 21, 2013

And discogs.com explicitly credits Perkins for Pink Napkins on page 2

Alan Perkins—Canada | Linkedin

Recording Engineer
The Manor Studio / Mobiles
August 1973—August 1977 (4 years 1 month)

Sources

London, February 17, 1977	SUNPYG (Rykodisc, 1995)
Black Napkins	Pink Napkins
00:00-08:12
08:12-09:50	0:00-1:36
09:50-09:58
[missing]	1:36-3:27
09:58-11:00	3:27-4:29
11:00-11:13
11:13-11:22	4:29-4:38
11:22-18:25

4. Beat It With Your Fist

Liner notes by FZ

Recording Date 10/30/80
Recording Location The Palladium, NYC
Engineer George Douglas
Facility UMRK remote
Lead Guitar F.Z.
Rhythm Guitar Steve Vai
Rhythm Guitar Ray White
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Bob Harris
Bass Arthur Barrow
Drums Vinnie Colaiuta
Guitar Used: Les Paul with Di Marzio pick-ups

Arthur Barrow, reddit, June 16, 2015

It was the fall 80 tour. FZ told me I was playing too much in one of his solos (Torture?), which I found annoying. He said he just wanted me to just play "A", and that's what I did, but in the most irritating, off rhythm way I could. When he played it for me later, he said, "I don't know if you were pissed off at me or what, but you played really great on this track!" Go figure.

Arthur Barrow, interviewed by Juha Rompannen, April 18, 1996

In guitar solos you had a lot of freedom. Then sometimes he get mad and said, "JUST PLAY A!" Which actually that resulted in that one on Shut Up 'N Play Yer Guitar called "Beat It With Your Fist." He said, "Just play A," and I said, "I got your A." And played as awkward as a rhythm as I could play.

5. Return Of The Son Of Shut Up 'N Play Yer Guitar

Liner notes by FZ

Recording Date 2/19/79
Recording Location Odeon Hammersmith, London
Engineer Mick Glossop
Facility Rolling Stones Mobile
Lead Guitar F.Z.
Rhythm Guitar Warren Cucurullo
Rhythm Guitar Denny Walley
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Peter Wolf
Bass Arthur Barrow
Percussion Ed Mann
Drums Vinnie Colaiuta
Guitar Used: hand-made copy SG

FZ, interviewed by Tom Mulhern, Guitar Player, July 1983

Did you use an octave divider on "Return Of The Son Of Shut Up 'N Play Yer Guitar"?

I used a Mu-Tron Octave Divider for a minute. It comes in and goes out.

It sounds really raspy.

It does, but you can change the tone of the octave divider. It doesn't have to be a blare. One of the first octave dividers I ever used was called an Octavia, which was made by some English company: I used it in 1967. The problem with most of the octave dividers is that they don't play as fast as you can pick, and there seems to be some kind of delay before the subsonic note comes out. Also, you have to have a really good speaker to reproduce the low notes. What I was using on some of the Shut Up tapes was a special cabinet that had a low-end section powered by a 200-watt Marshall into an 18" speaker, just to accommodate the octave divider.

Sources & edits

London, February 19, 1979	SUNPYG (Rykodisc, 1995)
Inca Roads	Shut Up 'N Play Yer Guitar Some More
01:43-10:13	0:00-8:28
	(8:28-8:30)

6. Pinocchio's Furniture

Liner notes by FZ

Recording Date 12/5/80
Recording Location Berkeley Community Theater
Engineer Tommy Fly
Facility UMRK remote
Lead Guitar F.Z.
Rhythm Guitar Steve Vai
Rhythm Guitar Ray White
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Bob Harris
Bass Arthur Barrow
Drums Vinnie Colaiuta
Guitar Used: Les Paul with Di Marzio pick-ups

See notes for "Heavy Duty Judy" on Shut Up 'N Play Yer Guitar (1981).

7. Why Johnny Can't Read

Liner notes by FZ

Recording Date 2/17/79
Recording Location Odeon Hammersmith, London
Engineer Mick Glossop
Facility Rolling Stones Mobile
Lead Guitar F.Z.
Rhythm Guitar Warren Cucurullo
Rhythm Guitar Denny Walley
Rhythm Guitar Ike Willis
Keyboards Tommy Mars
Keyboards Peter Wolf
Bass Arthur Barrow
Percussion Ed Mann
Drums Vinnie Colaiuta
Guitar Used: hand-made copy SG

Sources & edits

Patrick Buzby, August 12, 2007

SUNPYG 1986 Ryko CD:
0:00-0:02 grout
0:03-0:10 = 2/17/79 Pound 15:24-15:31
0:10-0:26 = 2/17/79 Pound 15:45-16:02
0:27-1:21 = 2/17/79 Pound 18:43-19:41
1:22-4:18 = 2/17/79 Pound 24:46-27:48
4:18-4:40 applause

I think speed variations between the two recordings may be why the timings are different in the longer segments, although there may also be small edits. The unedited Pound includes the Mystery Rehearsal Theme (B-C#-D-E-F#-A-A-A etc.) at 16:02. Warren plays between 19:41 and 24:46, with FZ coming back in in the last couple minutes.

London, February 17, 1979	SUNPYG (Rykodisc, 1995)
Pound For A Brown	Why Johnny Can't Read
15:24-15:31	0:00-0:07
15:31-15:46
15:46-16:02	0:07-0:24
16:02-18:43
18:43-19:11	0:24-0:52
19:11-19:14
19:14-19:41	0:52-1:19
19:41-24:46
24:46-25:40	1:19-2:13
25:40-25:48
25:48-27:48	2:13-4:15

8. Stucco Homes

Liner notes by FZ

Recording Date Unknown
Recording Location Los Angeles, CA
Engineer Steve Nye
Lead Guitar F.Z.
Rhythm Guitar Warren Cucurullo
Drums Vinnie Colaiuta
Guitar Used: Acoustic Black Widow with EMG pick-ups direct into recording console

See notes for "While You Were Out"

"Once In A While"

rubbershirt, Zappateers, June 16, 2014

In the first 12 seconds of Canard Du Jour [or the last seconds of Stucco Homes, depending on the edition] there is what I guess might be known as 'Grout' where Terry scats "Once in a while... do dada dee dee dee do da dee". Today while going through piles of sheet music I came across a Michael Edward song called "Once In A While". While it's not exactly the same notes, it does seem close enough to be a strong contender for a quote.

drdork, Zappateers, September 20, 2018

Yes, I'm convinced that Bozzio is mangling the Edwards/Green song.

9. Canard Du Jour

Liner notes by FZ, 1981

Recording Date Unknown
Recording Location Paramount Studios, Los Angeles, CA
Engineer Kerry McNabb
Bouzouki F.Z.
Baritone Violin Jean-Luc Ponty

FZ, interviewed by Steve Peacock, Sounds, September 23, 1972

We just had a jam session all night, I guess about a month ago. Jean-Luc Ponty happened to be in town and so did George Duke and a number of other west coast jazz men, so we had a jam session in the mix room upstairs in a recording studio in Los Angeles. It was unusual because the only thing that was being picked up by a microphone was the drums and everything else was being plugged directly into the board through transducers.

So consequently everyone except the drummer was standing around the console and they could hear themselves perfectly at high volume in quad—no charts, and nobody even said we'll play this or that, we just turned the tape recorder on and started cranking away.

We recorded all different combinations of instruments from seven in the evening to seven in the morning, and I can't release it because I already have another album in the can that's set for release in three weeks' time in the States, and then we're doing some live recording over here, and I won't be able to put that out until . . . And whenever you put out an album people assume that I'm totally committed to that at the time, that that's my new direction or something.

See notes on the Waka/Jawaka (1972) recordings at the mixing room of Paramount Recordings.

Jean-Luc Ponty, interviewed in Jazz Magazine, June 2008

JM: . . . Canard du Jour, cet étrange morceau en duo avec Zappa qui figure sur "Shut Up 'n Play yer Guitar" sans mention de date . . .

J-LP: ça date de 72. J'étais en Californie pour enregistrer un disque de Michel Colombier. J'appelle Frank pour lui dire bonjour et il m'invite chez lui. A l'époque il s'était cassé la jambe et ne pouvait pas tourner pendant un an, enregistrait beaucoup en studio. On a improvisé pendant des heures et finalement il n'a gardé que ce duo où il joue du bouzouki et moi du violon baryton. Il l'a publié bien plus tard.

Translation (courtesy of Charles Ulrich)

JM: . . . Canard du Jour, this strange piece in duet with Zappa which appears on "Shut Up 'n Play yer Guitar" without mention of the date . . .

J-LP: That dates from 72. I was in California to record a Michel Colombier disc. I call Frank to say hello and he invites me to his home. At this time his leg was broken and couldn't tour for a year, recording a lot in the studio. We improvised for hours and finally he kept only this duet where he plays bouzouki and I play baritone violin. He released it much later.

Robert Oman, Beetle, July 1973

I asked if he planned to do another album with Ponty, this time producing and financing it himself. "Not in the immediate future but there is one thing that may come out on my next album, that's a duet that he and I improvised. I'm playing the bouzouki, which is a Greek mandolin, and he's playing the baritone violin and it's really nice."

Frank then went on to explain what a bouzouki is. "A bouzouki has a very long neck and it's tuned not like a violin, the way a mandolin is, but the same as the top four strings of a guitar down a whole step."

FZ, interviewed by Arthur Levy, Zoo World, April 23, 1973

We've recorded some stuff already that's gonna be released. There's one piece that I like very much, just he and I playing together. He's playing the baritone violin and I'm playing the bouzouki, which, in case you don't know, is a Greek, long-necked mandolin that I had tuned a funny way. And we improvised a duet that's about 12 minutes—turned out really good. I haven't named it yet but you'll know it when it comes out cause it doesn't sound like anything you've ever heard before.

FZ, interviewed by Steve Rosen, Guitar Player, January 1977

I also have [...] a bouzouki with a Barcus on it. I've recorded some stuff with that, but it hasn't been released yet; I have some duets I did with [violinist] Jean-Luc Ponty that turned out real nice.

studiotan, "Canard Du Jour: Bouzouki Tuning Analysis," Zappateers, July 6, 2019

* In a 1973 interview, FZ said: "A bouzouki has a very long neck and it's tuned not like a violin, the way a mandolin is, but the same as the top four strings of a guitar down a whole step." It suggests that he used a new Greek 8-string bouzouki, which is usually tuned to C3-C4, F3-F4, A3-A3, D4-D4. It means that each of two lower courses is tuned an octave apart, while two higher courses are unison pairs. In CDJ, however, none of the notes sounds like an octave apart. Instead, there're three different intervals: minor 3rd, major 3rd, and perfect 5th.

* The lowest note seems to be C3, which FZ plays quite often in this tune, mostly with G3. Thus, the lowest course is likely to be tuned to C3-G3 (a 5th apart).

* It seems to my ears that the minor 3rd is heard in the highest range of notes, and the major 3rd is heard in the upper middle. Also, I heard some 5ths in a relatively high register, which suggests that it needs more than one course. Thus, I came up with this tuning: C3-G3, F3-C4, A3-F3, D4-B3.

1: B3 (Minor 3rd below from 2)
2: D4
3: F3 (Major 3rd below from 4)
4: A3
5: C4 (5th above from 6)
6: F3
7: G3 (5th above from 8)
8: C3

As you can see, while the main strings of the new Greek 8-string bouzouki (C3, F3, A3, D4) are intact, all of the additional strings are tuned down to various degrees.

Then, based on this tuning, I made a transcription of several sections (0:00-1:31, 2:06-2:38, 5:17-5:22):
http://www.ne.jp/asahi/studio/tan/zappa/ocean/cdj_sample.pdf (PDF)
http://www.ne.jp/asahi/studio/tan/zappa/ocean/cdj_sample.mid (MIDI)

As Power Tab Editor can't handle an 8-string instrument, I split the 8 strings to two guitars; "Gtr 1" is for main strings (C F A D), and "Gtr 2" is for additional strings (G C F B). Therefore, fingerings are the same on both staves.

See notes for "Excentrifugal Forz" on Apostrophe (') (1974).