Frank Zappa

A few tidbits about Frank and me that some may find interesting

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Introduction:Audition: Rehearsals: Touring: Clonemeister: Saturday Night Live: Quotes: Joe's Garage: You Are What You Is: Tinseltown Rebellion: Man From Utopia: Shutup and Play Your Guitar : You Can't Do That On Stage Anymore


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I became an avid Zappa listener as a teenager in the 60's. At first, I related mostly to his lyrics, and gradually realized that even though the songs were often humorous or satirical, there was often some quite interesting music going on as well. The first album I really got into was "We're only In It For the Money". I learned how to play a lot of the songs by ear. Of course, I also loved "Hot Rats" and thought that "Peaches En Regalia" was just about the coolest thing I had ever heard. When I saw the Mothers with Flo and Eddie live in San Antonio in 1970, I was blown away, and became a big fan. I went out and bought or borrowed every Zappa album I could get my hands on. I couldn't get enough. I called the record stores daily whenever I heard that a new release was expected.

It was through Zappa that I started listening to composers like Stravinsky and Bartok, who now are among my favorites. Zappa was the reason I took up playing the bass guitar. I decided I wanted to play in his band, but I did not think he would hire me on guitar because at that time he was usually the only guitar player in the band, and I knew that my keyboard playing could never rank in the same league as someone like George Duke. So, I figured the bass was my best shot at getting in the band. I liked the feeling of playing bass when I had tried it in the past, so I bought a Fender Precision and went to work. When I graduated from NTSU in 1975, I headed for LA because that was where Zappa lived.Back to the top of the Zappa Page


I got to LA in June of 1975 and started looking for work as a musican. I was determined to work as a professional musician in order to keep my "chops" up so I would be ready when the time came that I would have my chance to audition for the maestro. This meant playing in top 40 bands, but at least It was music. One day when I was responding to an ad for a musician I was surprised to hear the singer on the other end of the line (General Hospital actor Bruce Powers) say that the keyboard player in the band was going to be Don Preston of the Mothers. I got excited, and made sure that I passed the audition and got in the band, though I was puzzled that someone so famous (at least to me) was groveling for lame gigs like I was. I still had a lot to learn about the music business. Through Don I met the Fowlers and Robbie Krieger. Bruce Fowler, Don and I had a jazz group called Loose Connection in the late 1970's.

By this point, I had Frank's home phone number, which I held onto and did not dial until the time was right. That time came when a friend called to tell me that Zappa had fired Bozzio and O'Hearn and was auditioning drummers and bass players. I got up the nerve to call Frank on the phone, and I told him that I had learned the melody to Inca Roads by ear from the record to use as a bass exercise. I think he did not believe me at first. He asked if I was familiar with the instrumental melody in the middle of Saint Alfonso. When I said yes, he told me to learn it off the record and then play it for him at an audition in a few days. As soon as I got off the phone, I made a reel to reel tape recording of the cut from Apostrophe, slowed it down to half speed so that I could pick out all those fast, funny little notes, and wrote it out and started practicing it. It is not so easy on the bass!

My audition was on Wednesday, June 14, 1978, at 4:00 PM. I made my way to the Culver City address early and got to know a couple of the guys in the road crew a little. They got me set up into the bass amp that was already there, and I started warming up. When Frank came in, I introduced myself and said "here's that melody from Saint Alfonso that you asked me to learn" and then I "whipped it out". Zappa said "Well, youve got a few wrong notes in there, but you have potential." He had me stick around for the rest of the day and play with a few drummers. Denny Walley was there, also auditioning. He was very encouraging to me, saying that he could tell Frank liked me and I would likely get the gig. Sure enough, Frank asked me to come back the next day, and after some more playing, hired me on a trial basis - I was to rehearse for one week, and then he would decide if I made the grade. We were to begin right away. The next day, Friday, he brought in some sheet music for a little sight reading test. I must have done pretty well, because after a couple of hours, he took me aside, smiled broadly, shook my hand and said "You don't have to wait until the end of the week - you're hired. You are one of the best bass players I've ever played with." I was so thrilled I remember feeling like I could have jumped 30 feet into the air! Back to the top of the Zappa Page


Rehearsals were grueling and wonderful. We rehearsed at least 8 hours a day, 5 days a week, for about 6 weeks or so before a tour. Rehearsals usually got started around mid-afternoon, with the Clonemeister leading for the first half of the day, then Frank would arrive and take over for the remainder of the day. Once I was in the band, Frank instructed me to purchase a cassette recorder and a lot of blank tape to record the rehearsals, which I did. As a result, I own many hours of often interesting Zappa rehearsal recordings.

We usually rehearsed in big Hollywood "sound stages" - gymnasium sized buildings with high enough ceilings to set up the PA and lights. In 1980, however, we did rehearse for a while at the Zappa warehouse building now called Joes' Garage.Though mentally and physically very demanding, it was also among the most rewarding time to be spent in the band.

Rehearsal was where Frank was at his most creative, often writing new material on the spot. He seemed to love to see how far he could push the envelope of what the band could do technically. I improved as a musician in that circumstance far more than I could ever have done no matter how much I might have "woodshedded" on my own. When I was there with Frank and all those other fine players, I didn't want to be the one to mess up, so I worked hard at it. Because Frank was often writing "on the band", this meant that he changed his mind a lot, which can really twist your head up when you are dealing with so much information to process. I would leave rehearsals sometimes feeling like my brain was convulsing inside my scull. But it was all worth it to be able to be part of the process and really get inside the way his musical mind worked. Sometimes, of course, he would come in with written music for us to play which was another great way to see the way his music worked. Sometimes we would learn a few short but complex notated pieces, then insert them into songs he would write later on. Examples of this would be in "Wet T-shirt Nite" and "Jumbo Go Away".

"Wet T-shirt" also contains a small quote from "Mo's Vacation". At the end of my first set of rehearsals in LA, summer of 1978, Frank handed me a bass part titled "Mo's Vacation" and asked me to learn it. He said it was a duet for bass and drums for Vinnie and me to play. I was thrilled - it was the first really challenging part that he had given to me that was something brand new - and it was VERY challenging! (In fact, there are parts of it which I find to be impossible, to tell the truth.) But I couldn't wait to sink my teeth into it.  I remember working on it like mad in my hotel room in Munich during the time we were there rehearsing and filming at the Circus Krona. During a little break at rehearsal one day, I asked Vinnie if he wanted to try to play it together for the first time. He said he had not yet had a chance to look at it, but we went ahead and had a go at it. The amazing Vinnie proceeded to sight read the extremely difficult drum part almost perfectly, while smoking a cigarette and eating sushi at the same time! I was floored - I could not believe he was already playing it better than I was after all my practicing! Later that evening at a club, I was sitting with Frank, and he seemed pretty impressed that I had learned it so quickly. He asked how long it had taken me to learn it - I guessed  about 15 hours.  "Mo's" was not part of the regular show, but once in a while, usually at a double show (2 shows in one night) he would (without warning) turn around and say "Mo's Vacation!", and we would have to try to play it (from memory, of course) after not having done it for a month or so!

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Touring can and often does make you crazy, I can testify to that. It can be very physically demanding - it s hard to find decent food, night after night of motel rooms, flying almost every day, hours in vans full of the same guys day in and day out, and so on. On the other hand, there is no thrill quite like getting on stage in front of thousands of people and play some great music with some excellent musians.

A typical day on the road would be like this: Wake up call 8:00 AM, get up, grab some breakfast at the motel coffee shop, back to the room, quickly shower, pack bags and rush to the lobby to wait 30 minutes for the band members who are always late. Listen to the road mananger scream about the stragglers "...and next time he can take a taxi!". Crowd into a van and wait some more while breathing the cigarette smoke of 5 other people. Finally rush off to the airport, always running late, get to the airport, then wait 45 minutes for the flight. Crowd into the jet, wait some more, finally flying to the next stop on the tour. Arrive, late, without enough time even to check into the hotel, crowd into a van and go to directly to the venue, often an old fire trap of a movie theatre. Do a sound check, then try to find some food backstage, eat some and stash some away for later. There is not enough time to go to the hotel and come back for the show, so 2 hours have to be killed before the show. 15 minutes before the show, meet in Frank's dressing room for any last minute changes he wants in the show. Write down song list on a big piece of paper with big black letters so it can be read under dark stage conditions. By this time the normal pre-show adrenalin jitters are flowing. Make sure there is water, cokes, and towels in plentiful supply on stage, tune the instrument, and on cue, mount the stage and do the show.

This, of course, is the fun part. What a joy it is to see the delight on the faces in the front row that are grinning ear to ear and having such a great time.I believe I could tell which of the audience members were musicians because they would have that certain astonished look on their faces when we would launch into one of the difficult musical passages. Their jaws would be dragging the floor.

2 hours later, drenched in sweat and with throbbing fingers, the show is over, but the adrenolin is still surging. Simply going to the hotel and getting right to sleep is out of the question. It's party time! Go finally to check into the hotel, with all the local hangers-on ending up in someone's room. Finally get to bed about 3:00 AM, and sleep as well as possible untill the wake up call in the morning, then do it all again, about 5 days a week for about 6 months at a time. It's great but it's gruelling, and it does make you crazy.

After 2 1/2 years of touring I had my fill of it and left the band. I continued to work with Frank by being Clonemeister for a couple of tours and doing a lot of recording at his home studio. Frank asked me to rejoin the band on every tour he did after I left the band, but by then I had moved on to other things. If I had known then that he would die so young, I surely would have stayed on for a while longer. But no one knows what the future holds. Back to the top of the Zappa Page


This was Zappa's term for the reheasal director. I guess the term "clone" in the word "Clonemeister" refers to one aspect of the job which was to transcribe from the albums and perfectly teach to the band the songs that Frank wanted to perform. Rehearsals lasted 8 to 10 hours a day, with the Clonemeister runnning things for the first half or so and Frank taking over when he arrived for the second half. I still had to worry about my own bass and vocal parts, but as clonemeister, I had to know everyone else's parts as well. It was a quite a difficult job, especially when I first took over. I had a portable cassette recorder and taped the parts of rehearsal when Frank was there. At night, after rehearsal, I would listen to the tapes and make notes or transciptions of what Frank had come up with that day. The next day I would drill the band on the previous day's changes and additions. Frank changed his mind a lot, so it was hard to keep up with all of that constantly shifting information.

On the first day of rehearsals for the last tour I did, Frank brought in a list of about 200 songs that he wanted us to learn. I knew right away that it would be impossible for us to learn that many songs in the amount of time we had. I also knew from past experience that when Frank called for us to play a tune from the list and it sounded bad, he would often remove it from the list. If the tune in question happened to be one that the band liked and wanted to continue to work on, the band would be begging him to please give a little more time to work on it some more and get it right. I think he used it as a threat to try to motivate the band. Bearing all this in mind, I decided to rehearse the band on only those songs which were my personal favorites, and never bother with my less favorite ones. That way, we ended up with a body of work to perform that were all my favorites! I wonder if he ever knew... Back to the top of the Zappa Page

Saturday Night Live

I was in the band for the 1978 Saturday Nite Live apearance with Frank Zappa as host as well as musical guest. We performed "Dancin' Fool', "The Meek", "Rollo", and a jam with Samurai Rock and Roll guitar player John Belushi. One of the best parts of the experience was in the rehearsal with the Paul Schafer led Saturday Night Live band. Frank gave them horn charts for "Rollo" which were quite difficult. We ran through it once or twice with the horns, but they were not getting it right. Frank said to the horns something like - "Lay out this time and listen". Then, pointing to us, he said "Show them how it's supposed to go". We whipped it out, then tried it again with the horns. It still sucked. Frank said, "I guess it's not gonna work. Forget about the horns on this tune." Embarrased, the horn guys said,"We'll take it home and shed it," which I guess they did because they nailed it on the air.

An interesting thing happened during the live telecast. Before the show, we were given copies of the schedule of events - which skit was coming next and when we were to play our songs. As the show was getting near the end, I looked at the schedue and noted that there was to be one more sketch, then we were to play "Rollo". I was looking around, trying to see which stage the skit was to be on, and Vinnie had just lit a cigarette, when suddenly Frank came running up to the stage, baton in hand! The lights came on, Frank leapt onto the stage, baton raised high, and when the baton came down and his feet hit the floor, we launched into Rollo. We are on the air! It turns out the show was running too long so the producers had cut out that sketch, but nobody had bothered to tell us. Back to the top of the Zappa Page

Joe's Garage

This was the first FZ album I played on and is still one of my favorites. When I heard that Frank had died, this was the album I put on to hear "Guess you only get one chance in life to play a song that goes like..". I can remember being back stage with Frank and other band members at one of the last shows of the winter 1979 tour reminiscing about our various garage band experiences. I recall mentioning about the old Dodge in my garage, and everyone seemed to have a good garage band story. This was when Frank got the idea for the title song "Joe's Garage".

This was also about the same time Frank wrote "Catholic Girls". "Packard Goose" had been around since at least 1978 when I got in the band. "Why does it Hurt" was written early in the 1978 tour, as was "Wet T-shirt Night". "Keep it Greasy" was an older song which got re-arranged for the album. In fact, the difficult middle sections of "Greasy" and "Catholic" were quickly thrown together in the studio right before we recorded them. For the "Catholic" middle section, Frank told Vinnie and I to work out the odd time changes on our own, which we did. "The Central Scrutinizer" actually started out as a new version of "My Guitar Wants to Kill Your Mama". You can sing the words to "My Guitar" right over "Central" and the chord changes will happen in just the right spots.

I played Fender Jazz bass on all my tracks except for "Joe's Garage", which I came in later to overdub the final bass track on my Fender Precicison, both basses stock and going direct into the mixing board. I also had the privilige of playing the main "reetooreetooreetoo...' theme on my Stratocaster with a whammy bar on "Joe's" in a simultaneuos overdub together with Warren. (Unfortunately, my guitar playing was not credited.) We recorded at the Village Recorders in West L.A. in a room that no longer really exists after remodeling.

As I recall, the basic tracks were cut with Vinnie, Warren, Peter, Denny (on some cuts) and Frank or Ike on vocals. Some of the songs that are segued together were actually recorded that way as basic tracks. Frank recorded the basic tracks to several songs in a single take, a recording studio rarity. An example is T-shirt/Toad/Why Does it - recorded in one chunk without edits. (Of course, there were overdubs later.) I was getting mighty tired during the long samba section of "Toad", I can tell you! During the recording of that basic track, there was no talking between Frank and Mary as there is on the final mix. Frank did not yet know what he was going to do there, so he just told us to do the vamp untill he gave the signal to go into "Why Does It". We had no idea it would go on for nearly as long as it did!

Surpisingly, the track that was hardest to get to Frank's satisfaction was "Crew Slut". We did it over and over untill Frank thought we had the right "feel". And I'll never forget standing next to Vinnie counting and praying during the incredible drum work in the middle of Goose. He was doing stuff that was turning my brains inside out - I could hardly believe we pulled it off. I also remember hanging out with Captain Beefheart at the studio one night and having a short conversation with him about Hendrix. Back to the top of the Zappa Page

You Are What You Is

This album has, in my opinion, some of the best songs Frank wrote during the time I was in the band. Many of these songs were written in early 1980 right before Vinnie took leave of the band. It was very fertile time for Frank who was coming up with great new music day after day. I remember that Frank wrote the lyrics to "Dumb All Over" on a plane ride back from Europe at the end of the 1979 tour. I was up stretching my legs, and went over to Frank's seat to say hi. He said "Look what I just wrote" and showed me the lyrics to the whole rant. I thought it was brilliant.

"Teenage Wind" is a take off on "Ride Like the Wind", a song by a guy I went to high school with, Chris Geppard, aka Christopher Cross. On the way to a Zappa rehearsal I heard Chris' song on the radio for the first time. When I got to rehearsal, I told Frank about it and played and sang a bit of what I could remember of it from the one listening. Frank said "I can write a song like that in 5 minutes - get me a piece of paper", and proceeded to whip out the "Teenage" lyrics, in probably about 5 minutes. When word got back to Chris that Zappa had written the song, Chris was quoted saying "Oh, I hope he doesn't release it while I'm peaking!". When I told Frank that, Frank said "Ooo, I've been in the business 15 minutes and I'm peaking!", which is, of course, where all that "I'm Peaking!" stuff comes from.

This album was the first one we recorded at UMRK, Frank's home studio in Laurel Canyon. Like Joe's Garage, most of the segued songs were recorded as such in a single take on the basic tracks, just as we had been playing them live on the road. I recall that some songs were recorded to a click track of sorts, generated by an EML 101 synth. The basic tracks were cut by David Logeman, Mars, Ike, Ray and myself. I play bass and the (unfortunately uncredited) mock Doors organ solo on If Only She Woulda. Steve Vai was not yet in the band as of the time of the recording of the basic tracks - his parts were overdubbed later. Back to the top of the Zappa Page

Tinseltown Rebellion

This album is mostly live, of course, and is an excellent representation of the band at the time. It is probably my favorite of the Zappa albums I played on as far as performance is concerned. Though it has relatively few new songs, I do like to play this album for people who may not know much about Zappa. My favorite parts are in the Blue Light/Tinsel Town/Pick Me chunk. It was also great fun to learn and perform Brown Shoes, a classic FZ work. Back to the top of the Zappa Page

Man From Utopia

Frank really did seem to be enjoying himself immensely as we worked on this album. He was totally engulfed in the possibilities that modern multi-track recording had to offer. He was like a kid in his own toy store. I had a lot of fun going up to Frank's house for many days working on it. Naturally I am flattered to have a FZ composition named after me! "Tink Walks Amok" was pieced together from 2 other titles, Atomic Paganini and Thirteen (the later rehearsal version, not the Guitar album version). Frank was literally making up the arragement as we were recording! I was overdubbing to some kind of click track, and as the tape was rolling, Frank would say something like "OK now move up 2 move to the A string..." - what fun! I also like "The Radio is Broken" - I play bass, piano and guitar on that one. Using the chord progression from the Doors song "Love Street" was my idea. We Are Not Alone is another favorite cut of mine. Back to the top of the Zappa Page

Shutup and Play Your Guitar

When Frank gave me a copy of the first Guitar album series, I was surprised and pleased to find out that I was playing on 14 of the 17 tracks that had bass on them. I felt happy that Frank thought highly enough of my improvisational abilities to include me so prominently in the series. Some of those jams really turned into group imrovisations, and rarely were they merely solos over static vamps. As a bass player, it is no easy task to find the appropriate accompaniment to Frank's guitar and keep track of everything a drummer like Vinnie does while maintaining a musical flow through the harmonic environment. Like Frank, I was always especially fond of the Inca Roads solo section which was renamed the title cut, of course. Back to the top of the Zappa Page

You Can't Do That on Stage Anymore

On Volume 1 way at the end of "Don't Eat the Yellow Snow" exists a recording of me playing the difficult melody in part of the middle section of "Saint Alfonso" along with a great version of "Rollo". And that was from the night I was so sick that I had to have a bucket next to me on stage - yuk! Volume 6 has a version of "Take Your Clothes Off" from one of the 1978 New York Halloween shows with me playing the melody on acoustic guitar. (This is another credit oversight.) As it happened, I broke a string on the very last note of the song! On the album, Frank cleverly makes an edit at that point into something else to cover it up. Back to the top of the Zappa Page


These are some Frank Zappa quotes I remember that I would imagine few other people have heard:

"Well, I'm glad you stayed in school." (FZ to me, in response to my saying to him that I never liked the fact that he had encouraged kids to drop out of school in the liner notes to "Freak Out", and that if I had not stayed in school and gone on to get a degree in music, I might not have been able to play his complex compositions.)

"I can think of worse things to be influenced by." (FZ to me, with a grin, in response to my statement that the musical composition of mine that he was about to hear was somewhat Zappa influenced.)

"You are one of the best bass players I have ever played with." (FZ to me, upon telling me that I had passed the audtion to be in the band.)

"It is my contention that each and every member of this band owes me a cheeseburger." (FZ to the band at a reheasal, after we had misguidedly wagered we could play some outrageous musical idea he had concocted.)

"It has to make a guy wonder, you know, what albums was he listening to? Was it "Weasels Ripped My Flesh", or maybe "Lumpy Gravy", or what?" (FZ discussing the fact that during the PMRC senate hearings, Al Gore had mentioned having listened to some of Zappa's music.)

"You got to play 'Dinah Mo Hum' a lot of times to get one of these." (FZ to me, in reference to his then brand new million dollar home studio.)

"Good for what, preserving the corpse?" (FZ to me in response to my description of my then new Army surplus jacket that was said to be "good down to 40 below zero".)

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