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Freak Out!





Original 1966 double album liner notes



These Mothers is crazy.  You can tell by their clothes.  One guy wears beads and they all smell bad.  We were gonna get them for a dance after the basketball game but my best pal warned me you can never tell how many will show up…sometimes the guy in the fur coat doesn’t show up and sometimes he does show up only he brings a big bunch of crazy people with him and they dance all over the place.  None of the kids at my school like these Mothers…especially since my teacher told us what the words to their songs meant.


Sincerely forever,

Suzy Creamcheese

Salt Lake City, Utah



What is “Freaking Out”

On a personal level, Freaking Out is a process whereby an individual casts off outmoded and restricting 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.  Less perceptive individuals have referred to us who have chosen this way of thinking and FEELING as “Freaks,” hence the term: Freaking Out.


On a collective level, when any number of “Freaks” gather and express themselves creatively through music or dance, for example, it is generally referred to as a FREAK OUT.  The participants, already emancipated from our national social slavery, dressed in their most inspired apparel, realize as a group whatever potential they possess for free expression.


We would like to encourage everyone who HEARS this music to join us…become a member of The United MutationsFREAK OUT!



Frank Zappa is the leader and musical director of THE MOTHERS of Invention.  His performances in person with the group are rare.  His personality is so repellent that it’s best he stay away…for the sake of impressionable young minds who might not be prepared to cope with him.  When he does show up he performs on the guitar.  Sometimes he sings.  Sometimes he talks to the audience.  Sometimes there is trouble.



I was born in Baltimore, Maryland, December 21, 1940 and grew up in California.  I am a self-taught musician, composer, blah, blah, blah.  When I was eleven years old I was 5 ft. 7 with hairy legs, pimples and a mustache…for some strange reason they’d never let me be the captain of the softball team.  Got married when I was 20…a lovely girl: almost ruined her life, filed for divorce, moved into my recording studio, joined forces with Ray, Jim and Roy, schemed & plotted for a year, working in beer joints, blah, blah, starved a lot, etc., played a lot of freaky music & stayed vastly unpopular (though notorious).  OWE OUR EXISTENCE to Mark Cheka for his initial encouragement and sterling example (and to a whole bunch of other people who are going to be bugged because their names aren’t listed in detail, with addresses and pertinent facts about what they like about the government & their other fetishes).


Ray used to be a carpenter and a bartender and sing with Little Julian Herrera & The Tigers (note the falsetto part in “I REMEMBER LINDA”)…been singing R&B for ten or twelve years.  Jim got fired from some idiot band in Kansas, forcing him to move to California.  Lucky for us.  Seems he just couldn’t get turned on playing Louie Louie all night…it must have hurt him deeply when they rejected him.  Roy is an asthmatic Pachuco, good-natured excellent bass player, involved in the R&B scene here for about ten years.  He is unbelievably tolerant.  I don’t understand it.  Elliot digs the blues.  He has a big dimple in his chin.  We made him grow a beard to cover it up.  He just got out of the Army.  Lucky for the Army.  THEY ARE ALL MUSICIANS.


The Mothers of Invention

RAY COLLINS: Lead vocalist, harmonica, tambourine, finger cymbals, bobby pin & tweezers

JIM BLACK: Drums (also sings in some foreign language)

ROY ESTRADA: Bass and guitarron; boy soprano

ELLIOT INGBER: Alternate lead & rhythm guitar with clear white light



Gene Estes, Eugene Di Novi, Neil Le Vang, John Rotella, Kurt Reher, Raymond Kelley, Paul Bergstrom, Emmet Sargeant, Joseph Saxon, Edwin V. Beach, Arthur Maebe, George Price, John Johnson, Carol Kaye, Virgil Evans, David Wells, Kenneth Watson, Plas Johnson, Roy Caton, Carl Franzoni, Vito, Kim Fowley (featured on hypophone), Benjamin Barrett, David Anderle.


These People Have Contributed Materially in Many Ways to Make Our Music What it is.  Please Do Not Hold it Against them.

Pamela Zarubica, Art Laboe, Hal Zeiger, Jim Guercio, Henry Vestine, Alice Stewart, Lillian Rudolph, Mark Cheka, Herb Cohen, Tom Wilson, Fyllis, Lucille, Jack Tillar, Don Cerveris, Vic Mortenson, Terry Kirkman, Frankie Lee Simms, Sonny Boy Williamson, Buddy Guy, Albert Collins, Little Walter, Maurice Ravel, Joe Polly, Don & Dewey, Lee Zagon, Steve Mann, Skip Diamond, Silvestre Revueltas, Arnold Schoenberg, Joe Perrino, Jerry Hillberg, Donna #1, Donna #2, Loeb & Leopold, Sacco & Vanzetti, Gene & Eunice, Robert Craft, Carl Greenhouse, Dave Aerni, Bob Keene, Nick Venet, Jim Economides, Alvis Haba, Leo Ornstein, Elvis Presley, Barry McGuire, Don Julian, Tiny Tim, Cordwainer Smith, Theodore Sturgeon, Robert Scheckley, Randy De Wees, Dick Barber, Eberhard Kronhausen, Yves Tanguy, Lenny Bruce, Ravi Shankar, Chatur Lal, N.C. Mullick, Jules Feiffer, The Bokelmans, Floyd, Ernie Tosi, Shirley Eiler, Mr. Ballard, Brian Epstein, David Crosby, Herman Rudin, Joe De Santis, Bruce Gordon, Frank DeCova, Roland Kirk, Wolfman Jack, Snuff Garrett, Molly Bee, Ernie Freeman, Lew Irwin, Fred C. Dobbs, John Tasker Howard, Cecil Forsythe, Charles Brown, James Joyce, George Di Carl, Diane Baker, Melvin Belli, Bulent Arel, Maurice Kagel, Leonard Allen, Dr. Brossman, Jerry Murnane, Uncle Ed, The Hypnotist, Animal Huxley, Salvador Dali, Vincent Persichetti, Carol, Sabicas, Charles Middleton, Lance Reardon, Sabu, J. Arthur Rank, Luigi Nono, Sylvia Brigham, Steffie, Avedis Zildjian, Little Arthur Matthews, Bob Dylan, Joan Baez, Bill Stulla, Rosemarie De Camp, Bobby Jamieson, B. Mitchell Reed, Cordy, Ruthie, Joyce, Jesse Kaye, Phil Spector, Evy, Lynn Johnson, Pete, Leonard Gorrzyca, Don Vliet, Pepper, Lauren, Charles Mingus, Pierre Boulez, Anton Webern, Igor Stravinsky, Willie Dixon, Guitar Slim, Edgar Varese, Muddy Waters, Howlin’ Wolf, Elmer Valentine, Phil Tanzini, John Beck, Mario, Bob Reiner, Eric Dolphy, Bram Stoker, Cecil Taylor, Bill Evans, Johnny Otis, Preston Love, Slim Harpo, Karl Kohn, Bob Narciso, Johnny Guitar Watson, Tim Sullivan, Sonny Tufts, John Wayne, Clarence Gatemouth Brown, Junior Madeo, Jeff Harris, Bobby Atler, Daddy-O Curtis Crump, Karlheinz Stockhausen, Joe Huston, Chuck Higgins, Big Jay McNeely, Jim Sherwood, Sandy Schwanekamp, Nadine Reyes, Kaye Sherman, Donald Woods, Richard Berry, Huggy Boy, Vernon Greene, Hunter Hancock, Willie Mae Thornton, Lightnin’ Slim, Roger Huntington Sessions, Charles Ives, Lawrence Ferlinghetti, Terry Wimberly, Johnny Franklin, Teddy Bunn, Jeepers, Paul Buff.





“The present-day composer refuses to die!” – EDGAR VARESE, July 1921


“I’d like to clean you boys up a bit and mold you.  I believe I could make you as big as the Turtles.” – A NOTED L.A. DISC JOCKEY


“I find your approach to music to be commensurate with the major motivational forces exemplified most manifestly in the ‘tragi-comic’ aspects of the ‘theatre of the absurd’.” – DAVID ANDERLE


“I told you so.” – BILLY JAMES




Straight Ahead!” – TOM WILSON, March 1966


“What the h--- you gonna do with all those drums at 1:00 in the morning?” – HERBIE COHEN, March 1966 (OUR MANAGER)


“Tell us where those drums are…we want to repossess them…we’ll call MGM Records!  We’re a multi-million dollar company and we can play havoc with you.” – LAURENTIDE FINANCE CO., March 1966


“If your children ever find out how lame you really are, they’ll murder you in your sleep.” – OUR CLOSING MESSAGE TO TOURISTS AT THE HOLLYWOOD WHISKEY A-GO-GO, December 1965





Side 1


1. HUNGRY FREAKS, DADDY(3:27) was written for Carl Orestes Franzoni.  He is freaky down to his toenails.  Some day he will live next door to you and your lawn will die.  Drop out of school before your mind rots from exposure to our mediocre educational system.  Forget about the Senior Prom and go to the library and educate yourself  if you’ve got any guts.  Some of you like pep rallies and plastic robots who tell you what to read.  Forget I mentioned it.  This song has no message.  Rise for the flag salute.


2. I AIN’T GOT NO HEART(2:30) is a summary of my feelings in social-sexual relationships.


3. WHO ARE THE BRAIN POLICE?(3:22) At five o’clock in the morning someone kept singing this in my mind and made me write it down.  I will admit to being frightened when I finally played it out loud and sang the words.


4. GO CRY ON SOMEBODY ELSE’S SHOULDER(3:31) is very greasy.  You should not listen to it.  You should wear it on your hair.


5. MOTHERLY LOVE(2:45) is a body commercial for the band.  It is sung during live performances to advise the female audience of potential delights to be derived from social contact with us folks.  Trivial poop.


6. HOW COULD I BE SUCH A FOOL(2:12) is based on a modified nanigo rhythm.  We call it a Motown Waltz.  It stays in 3/4 time throughout, but shifts in the accents occur from section to section.  As an American teenager (as an American), this means nothing to you.  (I always wondered if I could write a love song.)



Side 2


1. WOWIE ZOWIE(2:45) is carefully designed to suck the twelve year old listener into our camp.  I like the piano and xylophone accompaniment in the second chorus.  It is cheerful.  It is harmless.  Wooly Bully.  Little Richard says he likes it.


2. YOU DIDN’T TRY TO CALL ME(3:17) was written to describe a situation in which Pamela Zarubica found herself last spring.  (Wowie Zowie is what she says when she’s not grouchy…who would guess it could inspire a song?  No one would guess.  None of you are perceptive enough.  Why are you reading this?)  The formal structure of You Didn’t Try To Call Me is not revolutionary, but it is interesting.  You don’t care.


3. ANY WAY THE WIND BLOWS(2:52) is a song I wrote about three years ago when I was considering divorce.  If I had never gotten divorced, this piece of trivial nonsense would never have been recorded.  It is included in this collection because, in a nutshell, kids, it is…how shall I say it?…it is intellectually and emotionally ACCESSIBLE for you.  Hah!  Maybe it is even right down your alley!


4. I’M NOT SATISFIED(2:37) is okay and safe and was designed that way on purpose.





Side 3


1. TROUBLE EVERY DAY(6:16) is how I feel about racial unrest in general and the Watts situation in particular.  It was written during the Watts riot as it developed.  I shopped it briefly all over Hollywood but no one would touch it…everybody worries so much about not getting any air play.  My my.


2. HELP, I’M A ROCK(8:37) is dedicated to Elvis Presley.  Note the interesting formal structure and the stunning four-part barber shop harmony toward the end.  Note the obvious lack of commercial potential.  Ho hum.



Side 4


1. THE RETURN OF THE SON OF MONSTER MAGNET(12:17) – (Unfinished Ballet in Two Tableaux)  I. Ritual Dance of the Child Killer.  II. Nullis Pretti (No commercial potential), is what freaks sound like when you turn them loose in a recording studio at one o’clock in the morning on $500 worth of rented percussion equipment.  A bright snappy number.  Hotcha!



All Compositions BMI


All Selections Arranged, Orchestrated, and Conducted by Frank Zappa


Produced by: Tom Wilson


Director of Engineering: Val Valentin


With special appreciation to Ami & Tom, the world’s most patient engineers, and to the Sunset-Highland Studios of T.T.G. Inc.


Cover Design: Jack Anesh


Cover Photo: Ray Leong




Send for your copy of the special map we have prepared for you: “FREAK-OUT HOT-SPOTS” shows how to get to Canters, Ben Frank’s, Fred C. Dobbs, The Trip, The Whiskey A-Go-Go, The Brave New World, It’s Boss, Bido Lito’s, and many more interesting places.  Also shows where the heat has been busting frequently with tips on safety in police-terror situations.  Only $1 in magnificent color (mostly black) send to: FREAK MAP c/o MGM RECORDS, 1540 Broadway, New York, N.Y. 10036.  Hurry!  This map has no commercial potential!




Member RIAA

This record has been engineered and manufactured in accordance with standards developed by the Recording Industry Association of America, Inc., a non-profit organization dedicated to the betterment of recorded music and literature.


® © Metro-Goldwyn-Mayer Inc. Printed in U.S.A.




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