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Updated: Oct 9, 2023

Everything you ever wanted to know about “FREAK OUT!” …and some!


FRANK Vincent ZAPPA (1940- 1993)

BORN Baltimore, Maryland, U.S.A.

DESCENT ‘Sicilian, Greek, Arab and French’ (Frank’s own words)

INSTRUMENT Guitar, vocals, various.

“The Mothers of Invention were, and probably always will be, one of the most bizarre and outrageous bands ever to surface in rock music. Freaky looks, intense improvisations, complex rhythms, hand signals, bizarre humour, stuffed giraffes and vegetables- you name it!”

(Bill James ‘Necessity Is: The Early Years of Frank Zappa and The Mothers of Invention’ (SAF Publishing, 2005)


Jimmy Carl Black (1938 – 2008)

BORN El Paso. Texas


Born James Inkanish, Jimmy Carl Black started off as a trumpet player and began playing drums when stationed in Kansas as member of the U.S. Air Force. Influenced mainly by blues and r ‘n’ b he formed a band in Kansas in 1962 called The Keys.

On moving to Los Angeles to broaden his musical horizons he met Roy Estrada and Ray Collins and was joined by Frank Zappa who went on to become leader of the band he was in (The Soul Giants). He went on to work with Ringo Starr on ‘200 Motels’ and also worked with The Turtles (Flo and Eddie) and Keith Moon. In 1970 he formed Geronimo Black (named after his son) with Bunk Gardner and they were signed to MCA Records. Later he returned to his roots and formed some blues bands (including The Mannish Boys). In 1995 he played with a band from Liverpool, England called The Muffin Men.

Roy Estrada (born 1943)

BORN Santa Ana, California


Roy Estrada played in a group called The Viscounts who performed music ranging from ‘orchestral’ standards to Latin to chart hits by Little Richard etc. before eventually becoming more blues oriented. (The Viscounts trumpet player went on to work with The Righteous Brothers). Estrada honed his musical skills in after-hours club sessions where he met Sam Galpin who later joined Mallard. Estrada teamed up with Jimmy Carl Black when The Viscounts drummer left and they formed a rhythm section that got a gig backing Neil Diamond in a club in San Jose. The Viscounts then changed their name to The Soul Giants. On the recommendation of the owner of their resident club The Broadside (in Inglewood) one of the carpenters who was working on the interior of the club joined as singer. That was Ray Collins

Roy went on to enjoy a long career with Frank Zappa and also played with many others including Little Feat, on Ry Cooder’s self titled album in 1970 and on Captain Beefheart’s ‘Clear Spot’ and ‘Spotlight Kid’ albums. Estrada is now incarcerated in Texas State, convicted of sex offences.

Ray Collins (1936-2012)

BORN Pomona, California

INSTRUMENTS Voice, harmonica,tambourine.

Ray first encountered Frank Zappa when one of Frank’s early bands was playing in a bar called The Sportsman in Pomona. He told Frank he had written a song called ‘How’s Yer Bird’ and this was later recorded in Studio Z with ‘The World’s Greatest Sinner’ as the b-side. Ray suggested Frank Zappa as a replacement for their incompatible guitarist Ray Hunt in The Soul Giants. Not long after getting the gig as guitarist, Zappa took over as leader of The Soul Giants when saxophonist Davey Coronado left. Zappa of course wanted to take the band in a new musical direction and the name was changed to The Blackouts (the name of one of his 50’s high school bands) then Captain Glasspack and the Magic Mufflers then The Mothers of Invention, apparently on Mothers’ Day, 1964.

As well as releasing four solo albums, Collins went on to enjoy a long career with Frank Zappa.

Elliot Ingber

BORN 1936


Elliot Ingber contributed falsetto vocals to the music of Little Julian Herrera and The Tigers and also recorded a surf single with The Gamblers (‘Moon Dawg!’) (CannedHeat’s bassist Larry Taylor also played in The Gamblers)

The Mothers were regularly playing at the Whiskey-A-Go-Go on Los Angeles’ Sunset Trip when Elliot replaced Henry Vestine (later of Canned Heat) on guitar.

Elliot was the first Mother to be fired for what might be best described as ‘lack of professionalism’- too many drugs and too little guitar tuning!

However, Ingber did enjoy some post Mothers success playing with Fraternity of Man who are most remembered for contributing ‘Don’t Bogart Me’ to the ‘Easy Rider’ soundtrack (later reinvented by Little Feat as ‘Don’t Bogart That Joint’). Richie Hayward sang and played drums with Fraternity of Man and Elliot went on to play on Little Feat albums including one of the best live albums of all time ‘Waiting for Columbus’ and to sing on Canned Heat’s ‘Hallelujah’ in 1969, as well as playing with Little Feat’s Lowell George and Captain Beefheart and the Magic Band on ‘Spotlight Kid’ and ‘Bluejeans and Moonbeams’. He also played with The Grandmothers.

His heart always lay in the blues and he recorded with the likes of John Mayall on Jake Harris’ 1972 release ‘The Devil’s Harmonica’.

FREAK OUT! (1966)

‘Freaks’ were the LA equivalent to San Francisco’s hippies or flower people (or not if you believe the Zappa rhetoric against the hippies- it was noted that the ‘scene in LA is far more bizarre than in SF’ with LA preferring the folk-rock of The Byrds to the Paul Butterfield Blues Band) and hung around local clubs and coffee shops. The ‘freaks’ were led by a guy already in his fifties, Vito (surname unknown) (who could normally be found at Cantor’s Delicatessen hanging around with his friends/ accomplices Carl Franzoni, an aspiring film-maker and Pamela Zarubica (later immortalised as Suzy Creeamcheese).

Instructive as Vito was on the art of ‘freaking out’ it was Zappa who provided the definition of a ‘‘freak out’ as:

“A process whereby an individual casts off outmoded and restricted standards of thinking, dress and social etiquette in order to express creatively his relationship to his immediate environment and the social structure as a whole.”

Recorded at Sunset Highland Studios in Los Angeles between November, 1965 and March, 1966, the ‘FREAK OUT’ double LP is reckoned to be rock music’s first (It was a close call with Bob Dylan’s ‘Blonde on Blonde’, by my reckoning, released a month later. It was released in the USA in July, 1966 in mono and stereo versions on the Verve label at a single album price (with Frank Zappa agreeing to take a cut in royalties) and in the UK as a single LP in March, 1967. This act of curtailment was inexplicable enough in itself but doubly dubious to its chances of success when one considers that it was not the more experimental tracks on the second LP that were omitted but three of the ‘pastiche pop’ songs, including the excellent ‘Any Way The Wind Blows’. CD versions were released in the UK and the US in 1987 with ‘Freak Out!’ restored in its entirety in the UK.

The album had been preceded in 1966 by two UK singles on Verve (‘’Help, I’m A Rock’/ ‘How Could I Be Such a Fool?’ and ‘Trouble Every Day’/ ‘Who Are The Brain Police?’) and one in the US on Verve-MGM (‘It Can’t Happen Here’/ ‘How Could I Be Such A Fool?’).

Zappa’s sleeve notes exhorted students to drop out of school and basically ‘freak out’ (precisely what to do is explained in some detail) in, as Zappa biographer Barry Miles astutely points out, a ‘slightly hectoring’ tone.

In fact, I am often reminded of a kind of Groucho Marx humour when considering Zappa’s early music especially in Marx’s ‘laissez faire’ anti-establishment attitudes and dismissive quips to his son (played by brother Zeppo) in the film’ Horse Feathers’.

MGM executives insisted that the group change its name for The Mothers because of an imagined connection with the term ‘mother fuckers’ and ‘out of necessity’ ‘The Mothers’ became ‘The Mothers of Invention’.

Although many would have drawn the impression that the band was high on brain altering chemicals this was certainly not true of Zappa who was actually asked to leave during the recording by some members of the group because he didn’t take drugs!


Rock and pop historian Colin Larkin’s opinion was that, “This revolutionary set featured several exceptional pieces including ‘Trouble Every Day’, ‘Hungry Freaks, Daddy’ and ‘The Return of the Son of Monster Magnet’, each of which showed different facets of Zappa’s evolving tableau’. FREAK OUT also made #139/250 in the Rock and Pop section of Larkin’s ‘All Time 1000 Albums’ published by Guinness. By the time Virgin took over the publication of ‘All Time Top 1000 Albums’ it occupied position 351 emphasising once again the mercurial nature of critical opinion and classic’ album lists.

Paul Evans of Rolling Stone magazine said, “Lyrically, the record’s anti-love songs and daft non sequiturs raised the rebel flag for the misfit clowns and underdogs Zappa and the Mothers would henceforth champion; the music was both a triumph and mockery of psychedelia, folk, rock, blooze (sic) and doo-wop.” and awarded the album **** stars which henceforth means (when applied to Rolling Stone reviewers) ‘excellent’ representing ‘peak performances in an artist’s career. Generally speaking, albums that are granted four or more stars constitute the best introductions to an artist’s work for listeners who are curious.’

“Freak Out! peaked at #130 in the States, an avant-garde, satirical piece that combined psych- pop/rock.” Rock discographer Martin C Strong awarded the album 8/10 - his album ratings are ‘amalgamated between music press reviews, letters and his own personal opinion’.

Paul du Noyer in “1000 Best Ever Albums” said, “Having been discovered by Dylan producer Tom Wilson and signed to MGM/Verve for a $2,500 advance, Frank Zappa and his Mothers broke the mould. This highly unconventional result featuring improvisations, conversation and all manner of fragments more or less single-handedly invented psychedelic rock.

The budget for the album has been estimated at $21,000 but Zappa himself in his ‘real’ book claims ‘Wilson (Tom Wilson, the producer) had spent $25000 or $30,000 of MGM’s money- a ridiculous sum in those days, even for a double LP’. p 78) A 17- piece orchestra helped escalate the costs and the fact that Zappa spent the best part of three weeks in the studio working on overdubs. (Zappa provided scores for the startled classical musicians and conducted the orchestra with a fair degree of flair by all accounts).

Despite commentators suggesting that Zappa was a seminal part of some psychedelic scene (which had a strong association with LSD etcetera), Frank didn’t do drugs: talking to the Los Angeles Free Press says, “I don’t use any (drugs) and I’ve never encouraged it. The same state of psychedelic happiness can be induced through dancing, listening to music, holding your breath and spinning around, and any number of the old, easy to perform and 100% legal means all of which I endorse.”

A lot of reviewers didn’t appreciation the finer subtleties (!) of ‘Freak Out!’ with Neil Slaven giving some examples in his book ‘Electric Don Quixote’, Pete Johnson of the Los Angeles Times criticising the ‘tunes’ for being too experimental and ‘hard on the eardrums and the patience’, even suggesting that aspirin should be taken before listening to it!

Zappa biographer Barry Miles said of ‘Freak Out!’ , “The music covers all of Zappa’s influences, from Cecil Taylor-style piano to Hollywood film scores, Stravinsky and Varese, backwards and speeded-up tape, sound effects and of course Doo Wop.”

The last word must go to Zappa himself: “All the songs on it were about something. It wasn’t as if we had a hit single and we needed to build some filler around it. Each tune had function within an overall satirical concept.” “I’m not against the counter-culture,” said Frank, “I’m against things that are fake.”

Ian Stonehouse of The Rough Guide to Rock reckoned “Freak Out!” was ‘a mix of sneering songs (‘Who Are The Brain Police?’), sharp social comment (‘Trouble Comin’ Every Day’) and wild experimentalism (‘The Return of the Son of Monster Magnet’) It does not make it onto his shortlist of 8 recommended albums spanning Zappa’s career.


I detest love lyrics. People who buy into that mythology go through life feeling that they got cheated out of something.”

The album starts with ‘Hungry Freaks, Daddy’. Musically, the introduction is a straight 8 bar 4/4 time in a dense production not quite of Phil Spector proportions but with similar attention to detail in the arrangement that marks Zappa out even at this early stage as a seriously good orchestrator - the varied use of percussion and Roy Estrada’s demonstrative bass lines are particularly impressive.

Frank tentatively introduces his early guitar licks to an unsuspecting world with a nifty little break that owes something to Keith Richards’ famous riff on The Rolling Stones ‘(I Can’t Get No) Satisfaction’ and there is a zany touch (of course!) in the kazoo/ paper and comb solo! Another lyrical theme is Frank’s championing of ‘outsiders’ (as was discussed in Part One he was viewed as an artistic outsider himself).with reference to the those out with the mainstream of the American establishment as ‘the left behinds of the great society.’

‘I Ain’t Got No Heart’ is another ‘big’ production (which gets a bit crazy on 2:19 before a big orchestral finale) and a sardonic cynicism- Girl I can’t believe in what you say, There’s no such thing as love today’ and vocal harmonies that are reminiscent of the early efforts of Cream. “I detest love lyrics’, said Frank in his “The Real Frank Zappa” book “People who buy into that mythology go through life feeling that they got cheated out of something.”

The first seriously weird song on the album is ‘Who Are the Brain Police’ especially when we get to 1:23 and screams and ghostly voices repeating something like ‘We’re all going to die’. Before that, apart from the lyrics, you could be listening to a Beach Boys backing track with eccentric poetic singing on top. At 2:50 after the chorus it gets pretty ‘far out’ again and it sounds like kazoo backed by a frenetic assemblage ensuring the listener gets the sinister message. Opinions differ as to its meaning; Neil Slaven reckoned it was a “heavily-coded attack on institutionalised religion”

While ‘Brain Police’ is a kind of ‘shock treatment’ and the first genuinely original piece of music on the album, the fourth track ‘Go Cry on Somebody Else’s Shoulder’ might be considered by the unsuspecting listener as either a serious attempt at emulating or a hilarious pastiche of the vocal harmony doo wop groups Frank grew up listening to. Either way, it’s very well done, meticulously researched you might say and carefully arranged (or de/re constructed) right down to the tinkling piano. When we come to the bit about the girl’s tears falling onto her dress, I think the jury might well decide this is pastiche not tribute! Ray Collins says the song was written with his ex-wife in mind and that he came up with the melody on piano which Zappa enthusiastically adopted.

‘How Could I Be Such A Fool’ could be a song from the 60s archives, sounding more British than American, right down to the trumpets and orchestral arrangement. It always makes think of the sleazier side of 60s British pop balladeers like Arnold George Dorsey (Engelbert Humperdinck (who did this kind of thing in earnest on songs like ‘Release Me’).

Side two opens with ‘Wowie Zowie’, a rather sleazy vibes and percussion driven tune with a borrowed chorus. Perhaps by now the joke is being to wear a bit thin, ‘You Didn’t Try to Call Me’ is another of these songs you’ll swear you’ve heard before in a different guise but the big arrangement is overcooked.

Regarding the production and arrangements on FREAK OUT! it is hard to believe it is only 1966 with experimental rock music barely out of the cradle. The album picks up again on ‘Any Way the Wind Blows’, an historic song in that it was the first track The Mothers of Invention recorded and an excellent example of 60s psychedelic pop, inexplicably excluded from the single LP UK release of the album. Another highlight of side two is ‘You’re Probably Wondering Why I’m Here’. beginning with some snappy guitar chords and ‘pom pom pom pom pom’s and that kazoo again (It could be paper and comb!) It’s the yobbish ‘Yeh’ that makes it for me seemingly pouring scorn once again on ‘plastic people’ (probably hippies and those who don’t get the music - “They only pay me here to play”) and an originality that The Mothers would return to on releases such as ‘Uncle Meat’.

The second record has longer, more impressionistic pieces as opposed to shorter satirical songs and side three begins with a welcome change in style with ‘Trouble Every Day’, Ray Collins’ harmonica prominent, a slow blues ‘Take your TV tube and eat it’ protest at voyeuristic, racist and biased media coverage. This song was originally entitled ‘The Watts Riot Song’ * as racial tensions exercise Frank’s mind in a Bob Dylan type monologue that includes the famous lines “I’m not black, wish I could say I’m not white” (Roy Harper would express similar sentiments in 1970 with ‘I Hate The White Man’.) It was also the song that persuaded producer Tom Wilson to get involved with the band (although apparently when he heard ‘Brain Police’ he nearly became apoplectic).

The second (and final) track on side three is ‘Help I’m A Rock, a three movement suite the second of which is significantly entitled ‘In memoriam, Edgar Varese’ and the last of which is described by Slaven as a ‘disjointed a capella chant enumerating ‘freak outs’ in various parts of America’. Musically this holds up as an experimental piece of music, perhaps a little overblown at 8:39 especially when the music becomes dominated by monologue around 4:00 with an all too brief jazzy sojourn around 6:00 (which may well have been the point of course!) ‘

Suzy Creamcheese’ makes her first appearance- Frank’s lascivious and lecherous ‘We’ve been very interested in your (pause) development’ provokes the retort ‘Ferget it’ from Jeannie Vassoir (Suzy Creemcheese)?

Had Zappa left Freak Out! there, with a few exceptions, all would be well (although it would have been over long for a single LP in those days). However, producer Tom Wilson apparently succumbed to Zappa’s request to rent percussion equipment and “bring all the freaks from Sunset Boulevard into the studio to do something special.”

This is ‘The Return of the Son of Monster Magnet’, at 12:19 the sole track on side four of the album as FREAK OUT! stretches out from pop and rock to abstract jazz and looks at music through a different lens. In fact, I agree with Neil Slaven’s comment this now sounds ‘leaden’ and dispute those who try to make out Zappa produced something enduring. He may have pointed the way for experimental musicians in the future (while paying his dues to progenitors such as Varese and Stockhausen) but perhaps it is more pragmatic to accept ‘Monster Magnet’ for what it is: Zappa seeing how far he could push the boundaries (and the envelope with the dollars in!) and giving full reign to an unshackled artistic and creative drive without caring whether the listener was alienated (or not) in the process. It is hard to ignore the fact that ‘Monster Magnet’ was recorded after midnight at the end of the FREAK OUT! sessions and that, in his own words ‘all the freaks from Sunset Boulevard’ were there to have a ‘blow’ and lose the script (for the first time on an otherwise tightly disciplined body of work although it is acknowledged that ‘Help I’m A Rock’ is equally experimental and uncompromising in parts). It is also hard to ignore the fact that, while Zappa was not into ‘mind expanding’ chemicals perhaps some of those who participated were! The more cynical listener might consider ‘Monster Magnet’ as an extravagant piece of self-indulgence that loses its way after the percussive fuelled opening and, indeed would have been much more effective as a shorter ‘avant garde’ section of the album (or released in another context) rather than as a bona fide album closer. Given what has gone before the chant ‘America is wonderful’ sounds rather trite and pointless and the Spanish/ Mexican (?)/ Creamcheese section around 9 minutes with the heavy breathing is simply tasteless while the repetition of ‘Creamcheese’ is merely irritating. For me the point has already been made on ‘Help I’m A Rock’.

Still this side long workout does give the ‘Mothers’ Auxiliary’ the chance to contribute. This auxiliary included Carol Kaye and Kim Fowley (hypophone?), basically making a lot of noise as chorus leader with different languages and erotic noises adding to the affray), Paul Butterfield, Danny Hutton (later with Three Dog Night), members of ‘The Untouchables’ TV series and Sonny and Cher pianist Mac Rebennak (later Dr John) played on ‘Return of Monster Magnet’. The story goes that Mac Rebennak walked out apparently unnerved by the general weirdness and Zappa’s drugs stance (‘He showed up at rehearsals with a joint in his mouth but his friend Elliot Ingber signalled to him behind Frank’s back to get rid of it’).

Finally, I do not buy into the superiority of ‘the Return of Monster Magnet’ to The Beatles ‘Revolution #9 simply because it came first. While acknowledging the significance of both pieces in musical history neither piece has great relevance now and to many (but not all) listeners and critics both pieces effectively undermined the outstanding body of work (especially in the case of ‘The White Album’) surrounding them. Judicious editing and finding a different context (and audience) for the more experimental pieces might, in retrospect, have been a wise move to assure ‘classic’ status for both double albums.

The Tom Wilson/Ami Hadani partnership also produced two of the tracks arranged by Frank (‘All Night Long’ and ‘The Other Side of This Life’) on ‘Animalisms’ by The Animals, a successful (#4) May, 1966 US only release on MGM records but neither of them became staples in The Animals catalogue. Zappa took the gig but was none too happy about The Animals’ drug habits or their ‘white boys trying to be black boys’ take on rhythm and blues. ‘Frank Zappa- the Hitler of Song’ ran the headline to the piece that appeared in Record Mirror to crudely flag up the tensions between Eric Burdon and The Animals and their arranger. With a modified track selection including neither of the Zappa arranged songs Animalisms was released in the UK as Animalization in August of 1966.

Zappa also worked with Batman’s Robin (Burt Ward) writing the a-side ‘Boy Wonder I Love You’ and arranging the b-side ‘Orange Colored Sky’.

Meanwhile, in the latest instalment of his somewhat turbulent ‘love life’ Zappa met Adelaide Gail Sloatman then working as a Secretary at the Whisky A-Go-Go following a 3 city tour to promote Freak Out!

* To completely understand this song it is necessary to examine briefly the events leading up to the Watts Riots.

Amidst violence and controversy the Civil Rights Bill that John Fitzgerald Kennedy had not lived to see enacted became law in 1964 at which time Martin Luther King was awarded the Nobel Peace prize. Tension and resistance continued and attention fell on Selma, Alabama where there were demonstrations against the failure of the Alabama legislature to allow black people to register to vote. On 20 January, 1965 Lyndon B Johnson had been elected President of the United States of America. He had only been in office for a month when the Black nationalist leader Malcolm X (Malcolm Little) was assassinated while addressing a rally in Manhattan. America was threatening to become a tinderbox. On 9 March, 1965 Martin Luther King went personally to Selma to protest against excessive force used by police against voting rights demonstrators. There were attacks on clergymen by vigilantes following a march the following day and a Unitarian minister from Boston, James Reeb, was killed. Johnson himself took the initiative by summoning the Alabama Governor George Wallace (the same Wallace who had infamously articulated the slogan ‘Segregation now, segregation tomorrow, segregation forever’ on his election as governor in 1962 and in defiance of the US government had refused to allow desegregation in Mississippi University).

Amidst continuing verbal and physical violence including the particularly nasty business of the murder of a white woman Viola Liuzzo by members of the Klu Klux Klan apparently for sympathising with civil rights activists and helping transport them to the Selma demonstrations.

Martin Gilbert takes up the story:

“On August 11 there was rioting in the Black quarter of Los Angeles after a highway patrolman arrested a Black driver on suspicion he was drunk. More than 1,500 Blacks turned against the police, burned buildings and looted shops. The National Guard was called out, and a curfew imposed, but the riots continued for four nights, centring on the Black suburb of Watts, and with some seven thousand Blacks rampaging the streets. More than a thousand fires were started. When the riots were finally ended thirty-four rioters were dead and several hundred seriously injured. A commission of inquiry found that resentment at the high Black unemployment was a major cause, as also were the slum conditions in which so many of the Black community lived. On August 15, even as the fires in Watts were still burning, the new Voting Rights Bill came into law, guaranteeing all American citizens the right to vote, whatever their colour, race or religion’.


For a challenging discussion of Watson’s ‘elevation of Zappa in neo-Trotskyist Marxist terms’ in his book ‘The Negative Dialectics of Poodle Play’ see Bill Martin p123-127 where he deconstructs Watson’s rather egocentric affiliation to the music of Zappa and despite some insightfulness his rather narrow musical perspective that leads him to the dismissal of other critical satirists such as Devo and The Clash and of art rock and progressive rock in general. (It must be said in Watson’s defence that Martin is grudging in his praise of Zappa’s musical legacy and at times openly critical- “Perhaps if I thought Zappa’s jokes were funnier I would be more convinced by some of his ‘critique’ or the attempt to explain it in Marxist terms.” (p 126)

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