Them Or Us


1. The Closer You Are


2. In France

Arthur Barrow, Of Course I Said Yes!, 2016, p. 104

There was a synthy pop song that was getting a lot of attention at the time called "In Cars" by Gary Numan. Frank came up with a parody of it called "In France," which was a hilarious dig at the French. There is a little instrumental middle section of "In Cars" with a robotic sounding synth melody. I was playing second keyboard on "In France," and when we got to that section, I would play the robotic melody while Mars would simultaneously play the French national anthem, Charles Ives style. It was all good fun and definitely revived the morale of the [Summer 1980] band. Worried about copyright infringement, Frank rearranged the song for recorded release without any trace of the Gary Numan song, producing an inferior version, in my opinion.

FZ, c. September 26, 1984 ("Picture Disc Interview")

[Yesterday's show] was being videotaped for French television [...]. They wanted [we to play "In France"]. That's the reason they came to do it because "In France" is being released as a single on the continent.

It's not [a direct insult to the French]. It was fair commentary on what Frenchness means to a person who is not French and has to be subjected to Frenchness. It is not a put-down of the French. It is the facts.

Now, I was able to ascertain from some interviews I did in France that the toilet that we're speaking of in the song is referred to in France as The Turkish Toilet. So, if it's a Turkish Toilet, then what's it doing in France? Cause that's all I know from French toilets is the thing with the bombsight and the two footprints where you pull the chain and if you're lucky it doesn't climb up to your ankles when the stuff comes up out of the hole.

But all the stuff in that song is true including The Mystery Blowjob that happened to one of the guys in the band. You know, it started with this Green Fudge coming out of his weeny, and he didn't realize that you could get this disease from sticking it in somebody's mouth. That was 'cause he was a chump. But it did happen in France so it belongs in the song.

Oh, smell your harmonica
Go on smell it son


3. Ya Hozna

FZ, interviewed by Andy Batten-Foster, BBC Radio 1, UK, September 1984

Andy Batten-Foster: Could we talk about another track on the album now, this is an unusual record. This is "Ya Hozna."

FZ: "Ya Hozña."

Andy Batten-Foster: Oh, I do beg your pardon. I was sure I'd get that wrong.

FZ: It has a tilde over the "n." [...]

Well, you have to understand why this exists. I know that there are many people in this part of the world who believe Americans are sick and/or crazy. Or worst. And to a large degree this is true. And right now in the United States you have a resurgence of interest in fundamentalist religion. Especially under Ronald Reagan.

This has gotten to such an absurd extreme that there has been a bill put forward in Congress to make it illegal for anyone to put any material on an album backwards.

You know why? Because there is a guy on television in Los Angeles who comes out for half an hour every Sunday, his name is pastor Gary and he has a show, and here's what the show looks like: There is a little pulpit in the middle of the stage. The floor of the stage is swirling with dry ice smoke. Behind him are large photo blurbs of heavy metal albums.

This guy, dressed in light blue blazer and, you know, custom molded hairdo and everything, holding the Bible, comes on there and plays parts of rock 'n' roll records backwards and explains to this audience that it has messages about the Devil. Okay? And if you send him ten dollars for a cassette and a booklet, he'll explain it to you further.

Now, the name of this album is Them Or Us, and in America, as far as I'm concerned, it means US, the Pagans, versus THEM, those hideous Christians.

And if they want to have a law in Congress that says you can't put anything backwards on a record, well, and how about a record that's got it all backwards?

Patrick Buzby, June 3, 2016

I think "Ya Hozna" uses the same loop as the "Black Page" solo from YCDTOSA 5, from 6/26/82 Munich.

TAN Mitsugu, April 18, 2002

Vai referred to his solo on "Ya Hozna" in the linernotes for Steve Vai Archives Vol. 2: FZ Original Recordings:

Frank was recording just about every show on the 82 European tour. He wrote this song during a soundcheck and pointed to me in the middle of the song, which meant "do a solo, now, boy!" I went for it, and there ya have it. Later he replaced the whole rhythm track."


4. Sharleena

DWEEZIL ZAPPA guitar solo

Dweezil Zappa, quoted by Tom Wheeler, "Zappa & Son Onstage Together For The First Time," Guitar Player, January 1987

That version was really Frank taking bits of four solos and editing them, so it wasn't even something that was played. It had no continuity. I mean, I could never repeat it—I could never repeat anything I play, basically.

Dweezil Zappa on Guitar Magazine, February 1994

When I was 12, and had been playing guitar really only about 10 months, my dad put me on stage at the Hammersmith Odeon. Twelve years old and here I am playing in front of this huge crown in London. I got a big case of stage fright that I've only recently gotten over. From there I was playing on "Them or Us", on "Stevie's Spanking" and then a live version of "Sharleena." Other than that, I'm not even sure where on Franks' albums I show up. He's got so many albums, and so many of them have different pieces from different shows and tours, I can't even keep track.


5. Sinister Footwear II

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

That [solo] was from the new rock 'n' roll album Them Or Us. I used two different solos from live concerts. One was from a concert in Stuttgart and the other was from a concert at the Ritz recorded two years later. The rest of the sounds were added in the studio.

[...] The tone quality you heard on the guitar solos comes from the Dynaflanger. We had two different guitars with two different special EQ setups built into them. The first solo is on the Stratocaster that I normally use. It has an extremely high output that will cremate just about any amplifier. And it has two bands of parametric EQ that will increase the clipping and sustain to ridiculous levels. You can tune it to exactly the right feedback frequency on a run, so you can hold a note an it'll just lay there for a week.

The second solo, that one that was a little bit cleaner, was done on the Hendrix Strat before I had a problem with a loose circuit in it, so it's not so fuzzy. Both of those solos were processed through the Dynaflanger on a setting that examines the high-frequency decay and then triggers the effect from that. It makes that huffy, cheap kind of chewing gum sound. And the same effect was added to the bogus cello in the electronic version of "While You Were Out." I usually take those things out of the studio and put them in my guitar rack when I go on the road.

Tommy Mars, interviewed by Evil Prince, T'Mershi Duween, October 1997

That was one of the most intense pieces of Frank's that I've done in all the time. When that song was finished and we started to play it ... 'Sinister Footwear' was never recorded for a long time. We would play it but it was never recorded and I was so happy when Frank finally did record it. It was so wonderful to put the overdubs on it.

[...] So the song starts out with an Eb major over a C# minor which is what I call a minor lydian. I have my own treatise on harmony. The basic structure of the song is arpeggiated. There's a series of four chord changes, each of them goes four times. Then you have that punctuated bit (sings) and it's like by this minor third development, all of this impetus coming from that minor lydian. Then he starts to introduce the melody ('Wild Love' bit). Then from about 1980, I believe, there was an arpeggiated thing that we had and the bass went (sings the riff) and Frank would blow on that. Then the song came back with an exact transposition, the whole thing moving from C# to B, with the new melody (sings). Frank actually wrote this new melody. Generally when Frank writes a melody over one of his songs, he's extracting the notes of the chords in his melodies. That's sort of a constant with him.


6. Truck Driver Divorce


7. Stevie's Spanking

FZ with Peter Occhiogrosso, The Real Frank Zappa Book, 1989, p. 213-214

In 1981, on one of Steve Vai's early tours, we were playing at Notre Dame University [November 14, 1980], and Laurel Fishman showed up. By some twist of fate, Steve wound up with Laurel in his motel room. They engaged in a variety of practices involving a hairbrush, and Steve drooling on his own dork while she jerked him off. (I got the whole catalogue of events the next morning during 'Breakfast Report.')

Since I'd known Laurel for years, and since she was being 'commemorated' in this 'folk song,' I thought that I should at least let her know what I was writing—and that if she had any objections to it, she should state them.

Not only did she not have any objections—she thought it was a good idea. She wrote out a release, in longhand, along with a list of all of the different objects she had been 'penetrated' with by Mr. Vai (e.g., parts of guitars, assorted vegetables and the drummer's umbrella).


Thanks to Noah Mckelvie and Tan Mitsugu.

NYC, Nov. 17, 1981 Minneapolis, Nov. 28, 1981 Munich, June 26, 1982 unidentified
    3:30-3:41 (one cycle of the riff is edited out at 3:30)  


8. Baby, Take Your Teeth Out

FZ, interviewed by Don Menn & Matt Groening, "The Mother Of All Interviews, Act II," Zappa!, 1992, p. 49

MG: So you don't do one type of music in order to pay for another?

No, I would probably do "Baby Take Your Teeth Out" if nobody paid me. I mean, nobody did pay me. That particular song was concocted at a soundcheck at the place where this concert was taking place in Frankfurt. We played at the Alte Opera in 1982, and that song came from that soundcheck.

Ike Willis, interviewed by AJ Abrams, Jam Bands, March 2000

Is "Baby Take You Teeth Out" about what I think it is?

Yes it is. It is a Bald Headed John story and Frank wrote a tune about it. Naturally it fell to me to do. They just thought "Hey, give it to Ike. He'll sing it. He'll sing anything." I was just doing my job.


9. Marque-Son's Chicken


10. Planet Of My Dreams


11. Be In My Video

FZ, interviewed by Robert Cassella, Gold Coast Free Press, January 5, 1984

Most artists who do videos are just dummies who stand in front of the camera, along with the rented cute girl who mouths the words occasionally for a couple of insert shots. They're starting to look the same, mainly because there are a handful of top-flight guys who charge exorbitant prices to produce these things, and these people, the ones who are being used to do the slick ones, are the same people who do the beer commercials, and other product commercials. I mean, it's just commercials. [...]

I'll tell you, the only two videos that I've seen that I like, were the ones by Tom-Tom Club, the animated things, I thought they were nice. I think that's done by a company called Cactus Studios, or something like that. But most of the other stuff, when you get the shot of the group running down the street, the group all together, where they walk down or run down, then there's the shot of the car door, then the dove, or the girl's lips, or an ECU, with a wide angle lens, and the lead singer grimacing into the camera, trying to look scary, or the shots of the doll being broken, or quick cuts of the same movement ten times in a row, that kind of stuff. It's so redundant and so hopelessly ignorant.

FZ, Exploratorium, San Francisco, May 20, 1984

I've got an idea for a video that I want to do. A song called "Be In My Video," which has—it has all the clichés that you're so acostumed to from MTV. It has the lips, it has the girl's legs as she gets out of the car, it has the midgets, it has the venetian blind, and the atomic explosion, it has doves, it has a girl in a white dress twirling around in a lap dissolve, it has a person who pretends to be Chinese, and it has a pair of red shoes. It's got everything that you always wanted to see. And I've asked John Carpenter to direct it, and I'll know—I should know by Tuesday whether or not he'll go through with that.

Scott Thunes, January 23-25, 2002

The recording of "Be In My Video" occurred in 1984 with all the band members present in the studio at his house.

[...] Brad Cole was 'in the band' as far as I was concerned at that point. He was GREAT and I was TOTALLY DEPRESSED to find that he was going back with Phil Collins for TONS MORE MONEY than Frank was offering. One of my favorite pieces at that point in my life was the Bartok Piano Concerto No. 2. He played me the cadenza from the first movement and I wanted to fuck him right there in the studio. He quit just a little while after that and RUINED the 84 tour by having Frank hire AZ. RUINED!!!

Sam Molineaux, "Key People—Brad Cole," Keyboard Player, July 1998

[Brad Cole] passed an auditon for Gino Vanelli—a musician's musician, who at the time was at the height of his success. [...] But when Vanelli's popularity was on the wane he found himself back to the club dates and casuals once again, backing a string of nostalgia acts such as Helen Reddy, Englebert Humperdinck and Donny and Marie Osmond.

The experience with Vanelli, however, did afford him the opportunity of playing alongside other respected musicians on the LA scene and consequently getting his name 'out there', an all-important element in the session musician's networking game. It was through this band that he first met Genesis guitarist Daryl Stuermer who would later be instrumental in his recruitment into Phil Collins' band. But that wouldn't be for another ten years. Meantime, the late rock 'n' roll genius Frank Zappa was knocking at his door.

"One weekend I went from playing with Donny and Marie Osmond in some little theatre somewhere to the next day flying home and having an audition with Frank Zappa. I thought that was the epitome of going from one extreme to another," he laughs.

Such is the life of a session musician, never quite knowing what's around the next corner. In fact, Brad got the Zappa gig contributing keyboard parts to his 1984 album Them Or Us, but subsequently twice turned down offers to become a permanent member of Zappa's backing band in favour of a Supertramp tour and a string recording session in LA with mainstream established artists such as Michael Bolton, Natalie Cole and Lionel Richie.

I will make your nose smell the glove

FZ, interviewed by Den Simms & Rob Samler, Society Pages, September 1991

RS: During the '84 tour, you had the oven mitts, and smelling the glove . . .

FZ: Well remember, there were so many entertainers who were wearing one glove in those days . . .

RS: Especially Michael.

FZ: Yeah. We would show up for concerts, and there would be people out in the audience with one glove on, y'know, like "Ooo! Look how cool I am, 'cause I can wear one glove, too." It was just another example of Americans wanting to be trend-followers. Now you see it, now you don't. So as long as they're wearing the glove, I suggest that they smell it. (laughter)


Bob Guccione, Jr., "Signs Of The Times," Spin Magazine, July 1991

SPIN: Do you think much music came out of the '80s that was valid, as music or as social criticism?

Zappa: Well, I kept doing it. I'm sure there were a few people in America who did it, but you never heard it, because the bulk of what you heard is what you saw. The beginning of the '80s gave us MTV, and music changed and switched from an audio to a video medium.

SPIN: For better or worse?

Zappa: For worse, because I believe that the way music is to be consumed is through your ears, and it shouldn't be too important whether the person performing it looks like a model.

The record companies thought it was the greatest thing that ever happened to them because it was a way for them to get cheap commercials. And so the tail started wagging the dog. The record companies stopped signing groups that could play in favor of groups that looked good in pictures because they figured we could always get a producer to sing their songs and do their stuff for them, and that happened plenty of times. So you get a bunch of models to make the video and forget about the music. So that part of that worked. A young audience who never experienced any music to speak of started watching MTV the same way they watched Saturday morning cartoons. And it caught on. There was no competition. Before MTV if you wanted to have a hit record, there were probably 10,000 stations in America where you could break something regionally and have it spread. Now there is one MTV with a short playlist, and because of that the record companies put their own balls into the bear trap and sprung it on themselves, now they can't make a move without calling MTV and getting permission, they call up in advance to say we are getting ready to make a video, we are going to have such and such pictures in it, what do you think, and MTV is a total censorship organization and it has all the major record companies at its mercy.

I started getting really weary of MTV when they started inventing rock n' wrestling, where we're seeing videos of Hulk Hogan urging kids to take their vitamins, urging kids to grow up big and strong like him, and be an American. It really was on the level of a Saturday morning cartoon.



12. Them Or Us


1984 vinyl/2012 CD 1995 CD
0:00-4:32 0:00-4:32
4:32-5:08 4:47-5:23


13. Frogs With Dirty Little Lips

FZ, interviewed by Andy Batten-Foster, BBC Radio 1, UK, September 1984

There is a song that was co-written by my son Ahmet, who is ten—but he was seven when he came up with this idea—. It's called "Frogs With Dirty Little Lips." Ahmet was walking 'round the house when he was seven years old singing a song, but every day the tune would be different, but the one thing that stayed was the line about the frogs with dirty little lips. He had a collection of frogs in our backyard.

And I just thought it was a fabulous image so I assisted him and put a song together based on that concept and we recorded it.

Now one of the interesting musical jokes that is in there, for those of you who like the obscure, when they go, "La la, la la," what you're hearing is a perverted version of a Landini cadence.

Ahmet Zappa, interviewed by Scott Parker, ZappaCast Episode 35, January 1, 2018

I want to say the guy's name was "Muzzy" [...]. So Muzzy brought me a bucket full of tadpoles, just as they were turning into baby frogs. And I was obsessed. And I want to say that, you know, Frank, was like, "Hey, what do you got there?" It's a big red bucket with a few rocks in it, some pond scum, and you know, all these tadpoles. [...] I would describe how cute I thought they were, [...] you know, frogs with dirty little lips, because they had these big smiles, you know, and I was just kind of going on and on about how cute they are, and gross, gross cute, and things of that nature.

Ahmet Zappa, interviewed by Andrew Greenaway, February 5, 2018

With "Frogs with Dirty Little Lips," this guy called Muzzy brought me a big red bucket with a few rocks in it and some pond scum, and all these tadpoles—just as they were turning into baby frogs. I was obsessed!

My dad said, "What have you got there, bubba?" I described how cute these frogs with dirty little lips were, because they had these big smiles. And I was going on and on about how cute they were.

My fondest memories of Frank are when I could get him to laugh or chortle. So "Frogs With Dirty Little Lips" happened because this construction worker up at the house brought me a bucket full of baby frogs . . . and then I let them all go in the garden!

Galeans, "Next Release: Funky Nothingness," Zappateers, July 5, 2023

- By using the version on "Chalk Pie" as a reference, I'm pretty confident that the basic track of "Frogs With Dirty Little Lips" was recorded live in Santa Monica 1981 11 12 (E) with later studio overdubs at UMRK.


14. Whipping Post

pbuzby, "Next Release: Funky Nothingness," Zappateers, July 5, 2023

We can also identify another souce for that version of Whipping Post (most of the song is from the last two nights of the 1981 tour in Santa Monica and San Diego, but the ending is from June 11 1982 in Frankfurt).

Robert Martin, T'Mershi Duween #52-53, July-August 1996

I used to sing the song back in the bar band days; it was one of the first leads that I actually started to do. I loved the song and the way Greg Allman sang it. One day, out of the blue in rehearsals for I think 1981 or 1982, Frank said 'Do you know 'Whipping Post'?' I said 'Do I know 'Whipping Post'?' And he said 'Great. Teach the band and have it ready for tomorrow.'

The reason was that one or two tours previously, they were in Finland, and somebody was yelling for the song. Nobody in the band knew the song, or could do it if they knew it, and that became our big finale, our last encore. It was great fun for me, because even though it wasn't a Zappa song, we burned the hell out of it. I had a chance to really go at the end.

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

I'll tell you how it happened. We were playing Helsinki, Finland about six or eight years ago, and in the middle of this very quiet, nice concert hall from the back of the room a voice rings out, "Whipping Post." And I thought, if we only knew it we could blow this guy's socks off. You know, it would be great to just . . . sure, fuck you, "Whipping Post" . . . all right, here it is. So, when we got [Bobby] Martin in the band I said, "He can sing the shit out of 'Whipping Post' and so let's go for it."

[...] I never listened to [Allman Brothers'] music. I like "Whipping Post," though. In fact, I think they even premiered it when we were working together at this pop festival at the baseball stadium in Atlanta years and years and years ago [June 13, 1970]. It was the first time I heard this song and I liked it then, thought it was really good but I am not an Allman Brothers consumer.

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

It started about ten or twelve years ago when some guy in the audience at a concert in Helsinki, Finland, requested it. He just yelled out "Whipping Post" in broken English. I have it on tape. And I said, "Excuse me?" I could just barely make it out. We didn't know it, and I felt kind of bad that we couldn't just play it and blow the guy's socks off. So when Bobby Martin joined the band, and I found out that he knew how to sing that song, I said, "We are definitely going to be prepared for the next time somebody wants 'Whipping Post'—in fact we're going to play it before somebody even asks for it." I've got probably 30 different versions of it on tape from concerts all around the world, and one of them is going to be the "Whipping Post"—the apex "Whipping Post" of the century.


Additional informant: Byron Holmes

Research, compilation and maintenance by Román García Albertos
Original provocation by Vladimir Sovetov
This page updated: 2024-04-22