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Please read in conjunction with the first two parts on this website.


“MGM refused to print Frank Zappa’s ‘libretto’ on the inner sleeve of the cover because of ‘alleged profanities’ and an objection to the slogan ‘War Means Work For All’”.

May, 1967 saw the release of ‘Absolutely Free’ in the US on Verve Records with the UK release in July of that same year. (The CD versions were first released in 1988 and 1989 respectively). While “Freak Out” was the feast, “Absolutely Free” was the famine, the entire album being recorded in just 25 hours over four studio sessions. This was a problematic album in more ways than one as there were also delays in its release as MGM refused to print Frank Zappa’s ‘libretto’ on the inner sleeve of the cover because of ‘alleged profanities’ and an objection to the slogan ‘War Means Work For All’. The single ‘Big Leg Emma’ was released to fill the gap.

It should also be noted that Frank did phone Paul McCartney to inform him of his idea of parodying the Sergeant Pepper’s sleeve and was told that, while personally he had no objections, only EMI could grant permission. Cantankerous as ever, Frank damned The Beatles with faint praise deeming them “just a good commercial group!” If the title ‘We’re Only In It For The Money’ is a reference to successful groups like The Beatles then it could be argued that this view was misguided since both EMI/ Parlophone and The Beatles’ manager Brian Epstein were worried about the musical and commercial risks involved in releasing ‘Sergeant Pepper’s’. Frank persisted with his idea of the ‘parody’ sleeve and recruited Jerrold Schatzberg, the fashion photographer famous for his work on The Rolling Stones’ ‘Have You Seen Your mother Baby?’

Never reticent about self-publicity, and building on the celebrity status afforded to him by the influential “Freak Out”, album Frank handed out tapes of the completed tracks of “WOIIRTM” during a trip to London to publicise “Absolutely Free” and start a European tour. It was there he saw The Crazy World of Arthur Brown and was taken by Pete Townsend to the Speakeasy club where Tyrannosaurus Rex (Marc Bolan and Steve Peregrine-Took) were playing. Frank’s hotel, the Royal Garden in Kensington Gardens became a kind of ‘rock n roll salon’ with Jeff Beck, Jimi Hendrix and various groupies dropping by.

The line-up had undergone some significant changes since “Freak Out” with the departure of Elliot Ingber who had formed The Fraternity of Man with Richie Hayward before joining The Buffalo Springfield. (He later resurfaced as ‘Winged Eel Fingerling’ in Captain Beefheart’s Magic Band) and the addition of a second drummer Billy Mundi, whose stay was short, leaving in January, 1968 to join Rhinoceros.

Don Preston (known as ‘Moon’ because of a penchant for daydreaming) (born 1932 in Flint, Michigan) had played bass with John Coltrane’s drummer Elvin Jones and toured with Nat King Cole and claims to have had a conversation with John Coltrane, who encouraged him to change musical direction and play ‘far-out music’. His role in The MOI was to play keyboards (an interest he took up on moving to the Los Angeles area where he developed an interest in electronic music and the Moog synthesiser in particular). Multi-instrumentalist Bunk Gardner (born 1933 in Cleveland, Ohio) and Jim Sherwood (born Arkansas, 1942-2007) on sax and vocals were also Mothers recruits.

“Absolutely Free” could not be more uncompromisingly antagonistic towards ‘plastic people’, the first target being ‘the President of the United States of America’ to the accompaniment of Richard Berry’s ‘Louie, Louie’ ‘Plastic’ girls are also a target (particularly their hair and face paint). ‘Plastic People’ segues into ‘The Duke of Prunes’, the beginning of a long preoccupation (some would say obsession) with fruit and (mostly) vegetables and a big hint of the musical direction of some of what was to come on ‘Uncle Meat’. It’s a very strange piece with just a hint of a guitar break (That’s the strange thing about early MOI, the lack of guitar work - that would come later as Zappa developed as a guitar player- and the abundance of vocals, orchestration, arrangement and rhythm). The bassoon is played by multi-instrumentalist Bunk Gardner. The next tracks are in effect parts 2 and 3 of ‘Duke of Prunes’, the last part being ‘The Duke Regains His Chops’ ending in mayhem as Zappa announces tongue-in-cheek (Weren’t most things done tongue-in-cheek’?) “This was the exciting part like The Supremes the way it builds up” (A bit like ‘Baby Love’ in fact). ‘Call Any Vegetables’ continues the theme. Perplexingly the song ends with “A prune isn’t really a vegetable, a cabbage is a vegetable” (as if we didn’t know that!) and a manic ‘Twist and Shout’ segment segueing into ‘Invocation and Ritual Dance of the Young Pumpkin’, a psych guitar jazz jam (note the continuing infatuation with vegetables) opening with a quote from Gustav Holst’s ‘Jupiter’ (with guitar and Gardner’s sax feature prominent). Apparently, it took a year to learn to play ‘Call Any Vegetables’ because of its wildly varying time signatures. Normal service is resumed on ‘Soft Cell Conclusion and Ending of Side One’ with more rhetoric on vegetables including the apparent importance (or not) calling them by name in a slow blues sequence at the end with Jim Sherwood’s sax again influential.

The CD release adds the straight blues ‘Big Leg Emma’ at the end of the LP side one. It could be The Lovin’ Spoonful singing here! There’s another ‘bonus’ track on the CD version ‘Why don’t cha do me right?), a brooding blues number that would have been perfect for Don Van Vliet’s Magic Band.

Side two of the LP is devoted to ‘The MOI American Pageant’ and starts with ‘America Drinks’ (according to Neil Slaven “a deconstructed stumbling parody of a cocktail lounge love song’- returning as ‘a jaunty 4/4 performed over a cacophony of ringing tills - courtesy of Herb Cohen) , angry brawls, drunken revelry and seductions”). This is concluded on the final track on the album, the hilariously funny spoof ‘America Drinks and Goes Home’ which adopts an approach that UK’s The Bonzo Dog Doo Dah Band would hone to perfection. Before that, ‘Uncle Bernie’s Farm’ starts with an incomplete quote from ‘White Christmas’ and ‘Monster Mash’. While ‘Brown Shoes Don’t Make It’ (whose compositions predates “Freak Out!

As already stated, MGM refused to print Frank Zappa’s ‘libretto’ on the inner sleeve of the cover; this the most substantial (7 minutes long) and complex piece of music on the album its mock operatic approach a la Gilbert and Sullivan is somewhat at odds with the seriously scathing attack on the US government and the education system contained in some of its lyrics (e.g. “Life is such a ball, I run the world from City Hall”). The violin, violas and cello (with trumpet and contra-bass) have an odd resonance in some of Alex Harvey’s work with his Sensational Band (notably ‘Next’).and the 30s Charleston music spoofed, sleazy music hall provides an incongruous segment just over the half way point returned to at 5:34. It is also notable for the appearance of Don Ellis on trumpet. It’s amazing how many groups of the time included ‘Louie, Louie’ in their repertoire. The simple chord structure presumably helped. It launched many a career and no less than Jim Morrison was persuaded to sing this on stage as part of The Ravens (citation needed) when he and Ray Manzarek were UCLA students. The Kingsmen version remains the definitive interpretation.

Ben Watson reckonedAbsolutely Free’ “is a more challenging record than “Freak Out!”

Paul Evans of Rolling Stone magazine agreed with Watson that “Absolutely Free pushed the envelope even further- composed of fragmentary jazz allusions, vibraphonic noodlings, chanting and operatic vocals, its determined messiness seemed totally mad.”

Impressions of this album are wild and varying epitomising the eclectic approach to the music with sound-bytes and acidic commentary liberally sprinkled throughout some adventurous playing. Neil Slaven makes an intriguing comparison of ‘Absolutely Free’ with ‘Sgt Pepper’s in ‘Electric Don Quixote’:

“The Beatles had finally delivered ‘Sgt Pepper’s Lonely Hearts Club Band’ on June 1 in England, a day later in the USA- a week after “Absolutely Free”. By coincidence, both albums made extensive use of the segue. But while Frank relied on sudden changes of tempo and precise editing the Beatles used cross-fades and bits like the laughter at the end of ‘Within You Without You’ to make transitions between songs. Frank was punctilious when he called his sides ‘oratarios’; his was very much a concept album but The Beatles effortlessly stole his thunder. Because of its combination of melodic appeal and imaginative production Sgt Pepper became a symbol of the mood of the time, encouraging both radicals and hippies to see it as an affirmation of their cause. “Absolutely Free” had a harder lesson to teach; it also spoke to the imagination but its purpose was a call to action, not euphoria’.

For me “Absolutely Free” does not have pieces of music as good as ‘Hungry Freaks, Daddy’, ‘Anyway The Wind Blows’ or ‘Trouble Every Day’ and is not as lyrically profound as “Freak Out!” The introduction of wind and sax do extend the musical palette and there is a growing musical confidence about The Mothers to leave the pastiche and mimicry behind and enter a new phase relying less on send-up and more on original composition. While “Freak Out!” was marred by over experimentation, “Absolutely Free” sounds like a musical collage where the balance is not quite right and where the concept is too frivolous and bizarre The Mothers are already beginning to sound like a send up of themselves. Bunk Gardner has fond memories of the album describing as ‘a classic- a mini masterpiece’.

I’m not sure I entirely agree.


“Frank Zappa was already parodying a west-coast psychedelic scene that was, in fact, just getting started. Call it a Los Angeles- inflected take on San Francisco flower power, black coffee instead of LSD.”

We’re Only In It For The Money” was the album that converted many listeners from the state of being curious and cautiously admiring to one of awe and adulation and many consider it to be a classic all album.

To me, it’s no classic and The Bonzo Dog Doo-Dah album had already made the classic parody record in “Gorilla” in 1967 with much better humour: the targets may be different (Zappa lashed out at the hippies and beatniks as much as the establishment) but the approach is similar. Frank Zappa’s egocentric ramblings on ‘Are You Hung Up?’ and at times juvenile and continuous barbs at hippies and their ‘psychedelic dungeons’ (‘Who Needs the Peace Corps?’) make comparisons with The Beatles “Sergeant Pepper’s” superficial at best. You are simply not comparing like with like and it is doubtful whether Zappa’s polarisation (Me versus the phoney hippies) was that sincere. I suspect he had a sneaking admiration for what The Beatles had achieved on what many consider to be the greatest piece of rock/ pop/ psychedelic music ever committed to vinyl and realising he could never emulate ‘Sergeant Pepper’s’ took refuge and solace in producing music that was atonal, explicit and experimental in a way The Beatles never could be. The Beatles were pretty (or were they?), The Mothers were ugly. The sleeve is a total pastiche right down to the send-up of the cut-out moustaches and badges and the ramshackle montage.

The whole thing is untidy and sprawling, an incongruous concoction of occasionally great music punctuated by indiscriminate personal rants, albeit intentionally so. The sarcasm and satire are overcooked and one begins to wonder if there was any point to ‘We’re Only in it For the Money’. When you hear ‘I’m Jimmy Carl Black and I’m the Indian of the group’ you think, yeh that’s kind of humorous in a pointed kind of way. When you hear it a second time it loses its effect.The repetition was deliberate of course. Zappa set out to be controversial, to get his music noticed, to take no prisoners. Zappa’s strong personality made him destined to be a determined leader. He was an outsider and proud of it.

The Beatles were seen as a threat, as becoming part of the establishment, of making too much money. I am reminded of Elvis Presley’s meeting with The Beatles and how threatened and insecure he felt in their company. Presumably, Elvis did not envy them their money but did envy their ability to write songs, to so easily invade his country and steal his limelight. and Elvis’s musical horizons must have been seemed very limited compared to the seemingly endless artistic and creative possibilities constantly opening up to a group that contained what would be subsequently accepted as the two greatest songwriters in the history of music.

Ian Stonehouse writing in The Rough Guide to Rock said: “Zappa took aim at ‘Sergeant Pepper’ and at ‘Flower Power’ conformity. On the LP sleeve (a perfect parody of Pepper’s) he urged listeners to read Franz Kafka’s short story In the Penal Colony prior to sampling ‘The Chrome Plated Megaphone of Destiny’, the sinister flip side to The Beatles ‘A Day in the Life’.

The album opens with musique concrete. On ‘Are You Hung Up?’ Zappa seemed to suffer from a high level of insecurity as he seemed at the time to criticise bands like The Jefferson Airplane and The Grateful Dead simply because they were not from LA. In ‘Who Needs the Peace Corps?’ he is quite explicit in deriding hippies going to San Francisco (Remember that Scott McKenzie had been inviting people to go to SF and wear some flowers in their hair the year before) to get wigs and be ‘phonies’. The mockery of flower power in the song ‘Absolutely Free’ is executed sardonically by name checking the reindeer in Johnny Marks’ hit record ‘Rudolf the red Nosed Reindeer’. In the era of Watergate ‘Concentration Moon suggests non-conformists might end up in internment camps. (Back to the ‘outsider’ syndrome again or sheer paranoia?). ‘Mom and Dad’ was prophetic of the National Guard’s overreaction to anti-war protestors at KenState University (Related to ‘The whole world’s watching?’), For me this is the first genuinely good piece of music on the album although the vocal delivery is rather feeble (I recommend listening to Ed Palermo’s brilliant cover)

‘Telephone Conversation’ is literally that while MOI sound like they’re having fun (in a satirical sort of way of course) on ‘Bow Tie Daddy’ in a Vaudeville, Music Hall type parody not dissimilar to The BeatlesHoney Pie’ on ‘The White Album’.

‘Absolutely Free’ urges the listener to ‘discorporate’ and ‘you’ll be absolutely free only if you want to be’ which is at least more literate than ‘flower power sucks’! Again, the lyrics and ‘sound=bytes’ take on a hectoring tone. The message is got across better in the satirical humour of Flower Punk (to the tune of ‘Hey Joe’) ‘Hey punk, where are you going with that flower in your hand!’. The snatches of conversation, backwards effects go on and on with candid vulgarity thrown into the mix with ‘Hot poop’ and two versions about ‘the ugliest part of your body’ (more doo wop) and one narcissistic instrumental depicting the strange habits of band members. ‘Take Your Clothes Off When You Dance’ (later the title track of a marvellous CD by the Ed Palermo Big Band) borrows the tune of The Shangri-Las ‘Leader of the Pack’ and overall the music gets lost in the message (How I would have loved to have heard more of the piano and harpsichord on the title track and less of the rhetoric!) , there is a lack of high quality melodic and instrumental passages, even a lack of originality at times. Then The Mothers of Invention turn outwards to attack the establishment rather than the paranoid, territorial attack on ‘hippies’ as on ‘Mom and Dad’ Zappa and his band show what they are capable and what they would go on to partially achieve on ‘Uncle Meat’.


While I have reservations about ‘We’re Only In It For The Money’ I have more limited qualms about ‘Uncle Meat’ the album that turned me on to the music of Frank Zappa. The title track (reprised at various times to ensure a cohesion lacking on previous releases) gets things off to a fine start and at last gives credence to the Zappa persona as a serious composer. The ‘sound bytes’ have much greater impact because they are ‘not all over’ the album and compliment it rather than constrict it. The band plays with greater assurance, Zappa is beginning to grow in confidence as a guitar player (e.g. on ‘Nine Types of Industrial Pollution’ where he does literally shut him and play his guitar) and The Mothers of Invention made a wonderful acquisition in horns player Ian Underwood who also plays harpsichord on the album. As a rock documentary it is never less than fascinating (although the 41-minute film excerpt adds little to it).

‘Dog Breath, in the Year of the Plague’ develops the ideas in the opening main title theme and adds lyrics. Despite its unpromising title it has been, since the first time I heard it, one of my favourite pieces of music. The melody is divine and the lyrics infiltrate the brain as deeply as (Make that more deeply than) any meaningless (or meaningful) number one hit:

“Going to El Monte Legion Stadium

Pick up on my weesa (she is divine)

Helps me stealing hub caps

Wasted all the time

Fuzzy dice

Bongos in the back

My ship of love

Is ready to attack.”

There is more humour, more fun on ‘Uncle Meat’ than on its predecessor and Zappa is in particularly fine form on ‘Louie, Louie’ with Don Preston on the Royal Albert Hall organ. When Frank announces at the end ‘The Royal Philharmonic Orchestra’ everyone laughs with him.

‘Sleeping in a Jar’ is probably the most brilliant 50 second tune ever written (assuming there are any others!)

Suzy Creamcheese is the narrator on ‘Our Bizarre Relationship’ with references to Elmer and Phil and the unlikely (but apparently true) tale of Frank Zappa and his groupies.

‘The Uncle Meat Variations’ not only reprises ‘fuzzy dice and bongos’ but gives a glimpse of what was to come on Zappa’s most musically accomplished album ‘Hot Rats’. Never that closely associated with the progressive rock movement this is the closest the band comes so far.

From the incestuous doo wop of ‘Electric Aunt Jemima’ to Ian Underwood’s ‘Prelude to King Kong’ through a hilarious paper and comb led rendition of ‘God Bless America’ live at the Whiskey A Go Go, The Mothers of Invention exercise an unprecedented level of cohesion and fluidity with a real sense of where that are going and of what they and in particular Frank Zappa might achieve.

Ian Underwood, the ‘straight guy in the group’ describes how he came to enlist in the band (I use the word ‘enlist’ advisedly!) on the live 5 minutes in Copenhagen that is ‘Ian Underwood Whips It Out’ but before that there is the unique combination of horns and prominent bass (often accompanied by vibes and percussion) that became distinguishable as the classic MOI sound on ‘A Pound for a Brown on the Bus’.

Zappa flexes his orchestral muscles as never before on ‘Uncle Meat’ and ‘Mr Green Genes’ would become a major part of his canon. The taped conversations have more relevance to the music than on previous releases and gripes about not earning enough money on the road are aired on ‘If We’d All Been Living in California’. Music rooted in ‘doo wop’ still features but the compositions are more mature (as on ‘The Air’) while ‘Cruising for Burgers’ mark a shift from doo wop pastiche to a more overtly orchestral approach, the music literally completing a metamorphosis from one to the other.

One of the most interesting pieces is ‘Project X’, unusual for featuring acoustic guitar and for using a defining MOI combination of horns (extensively), vibes and percussion, very subtle, creating a mood that is almost pastoral with strange flutes at the end. I can hear links to Canterbury groups like ‘Hatfield and the North’ (on ‘The Legend of the Golden Arches’) and Egg (especially on ‘the Civil Surface’ released in 1974) on ‘Project X’. I am thinking especially of Egg’s wind quartets and also of the soundtracks to Oliver Postgate cartoons like Vernon Elliott’s music for ‘Noggin the Nog’ which presumably Frank Zappa never heard.

Most of the additional material added to the CD version of ‘Uncle Meat’ is rather pointless (It would be fine on a DVD) although there are some interesting passages relating to the music like the part about nobody playing ‘Dog Breath’ and such and the need to appeal to ‘young people’ who are the only ones who can ‘change the world’. Ainsley Dunbar’s fetishes may be of interest to some but have little relevance to the music. ‘Tengo Na Minchia Tanta’ has all the lecherous hallmark and sleezy whispering that would be brilliantly developed on ‘Joe’s Garage’. ‘King Kong’ in 6 parts has moments of brilliance.


According to engineer Richard Kunc ‘Cruising with Ruben and the Jets’ was literally conceived overnight from fooling around in the studio one day to Frank bringing in the musical charts the next. The line-up was Black, Collins, Gardner, Estrada, Preston, Sherwood, Tripp, Underwood and Zappa.It got mistaken for a lost 50s LP by some radio hosts, but of course Zappa knew huis stuff. Authenticity was added by the juxtaposition of Ray Collins’ high falsetto with Zappa’s low baritone. The music also reflected Collins’ musical roots and was undoubtedly a high point for him.

Much has been written about Frank Zappa and The Mothers of Invention and, as with all true innovators, they continue to be the subject of much discussion and debate on websites like progressive ears.

Barry Miles’ book tends to move from place to place while Neil Slaven’s book tends to move from album to album. The Mothers Invention was not just a musical entity, they lived a certain lifestyle, adopted certain attitudes with their leader Frank Zappa, a genuine musical ‘one off’ making most of the plays. Miles does a good job in relating stories of the Mothers’ adventures, many of which have now become common knowledge (almost folklore) to followers of Zappa and the band.

The Mothers’ experiences in New York in the winter of 1966 where they spent a successful week at The Balloon Farm in the East Village, a hippy area, are particularly well documented and revealing. It was here that the band won the favour of Robert Shelton (who was to become Bob Dylan’s biographer) and where Zappa met Salvador Dali. They also had to endure a severe New York winter wearing second hand overcoats brought from LA. Taxi drivers felt so intimidated by these ‘freaks’ that they refused to pick them up so a lot of time was spent walking round in the freezing cold.

By the time they got to Montreal it was colder still.

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