Zappa Trilogy Review: Studio Tan, Sleep Dirt, Orchestral Favorites

Frank Zappa Trilogy

Photo by Photo by Eddie Berman (Frank Zappa) [CC BY 2.0 (], via Wikimedia Commons

Between 1965-1993 Frank Zappa produced a wide array of musical offerings that highlighted his schizophrenic nature as a composer.  From slick, sexual comedic, observational pop /rock tunes to progressive jazz-rock instrumentals, to 20th Century classical to funky avant-garde musicals to downright heavy blues with a twisted affinity for 1950’s doo-wop and a penchant for impossibly complex music for the now extinct sampling monster the Synclavier.  It can all be found in his tremendous musical catalog.  One of the most refined periods of his musical proficiency (for me at least) ranged from 1972 – 1976.

During this period Frank Zappa unleashed some of his most inventive compositions.  I’m referring to these particular albums:  The Grand Wazoo, Waka-Jawaka, Overnight Sensation, Apostrophe, Roxy & Elsewhere, One Size Fits All, Bongo Fury, Zoot Allures, Zappa In NY, Studio Tan, Sleep Dirt, and Orchestral Favorites.  This article will focus on the last three.  Released from late 1978-1979, Studio Tan, Sleep Dirt and Orchestral Favorites were unauthorized collections that Warner Bros. released without Zappa’s consent and more importantly without paying him.

Frank Zappa makes mention of this in the “Coneheads” skit on Saturday Night Live in 1979 where the father Conehead ends up eating a copy of “Studio Tan”. In any event, these three CDs were presumably going to be released as an eight sided LP called “Lather” back in 1977 (including a few tracks that ended up on “Zappa in NY”).  Unfortunately, due to a lawsuit with Warner Bros. Zappa’s new label Mercury Records, were unable to release such an ambitious project. Thus, “Lather” did not see the light of day until Zappa Records released it as a three CD set in 1998.

(Actually, at one point FZ played “Lather” in its entirety in 1977, on KROQ-FM Pasadena CA and urged listeners to record it on cassette so as to screw with Warner Bros.)

Nonetheless, had Zappa been able to put out such a collection in its entirety in the late 70’s perhaps it would have made a significant amount of noise. It may have given him the recognition he so rightly deserved as the great composer he is only recognized now after his death in 1993. Speculation.

Zappa had no say over the album cover art that dressed these three releases. They were all done by illustrator Gary Panter. I believe that they were first conceived as separate works.  Not as an eight-sided set.  The music on them is too specific to be just collections.  Clearly this is best seen on “Orchestral Favorites” which is made up of all orchestral type music.  “Sleep Dirt” too is comprised of mostly music from his unfinished musical “Hunchentoot” and “Studio Tan” reveals the cartoon aspect of Zappa’s composition. Either way, the three discs show off more great music than most recording artists can do in a lifetime.

Here is the breakdown on why you might want to check them out.


Studio Tan starts off with “The Adventures of Greggery Peccary”.  It is one of Zappa’s greatest musical accomplishments. A twenty one minute montage of various 20th Century music forms including but not limited to musique concrète, cartoon music, jazz, big band, aleatoric etc… It is expertly performed by George Duke, Ruth Underwood, Chester Thompson, Bruce Fowler, Tom Fowler, Sal Marquez, a host of LA’s finest studio musicians and FZ etc… The fantastic aural detail throughout this piece warrants repeated listening, especially in headphones. It is a musical masterpiece. Lyrically, this is FZ’s take on “time” and how we use it and abuse it. Of course, Pope Gregory XIII and his Gregorian calendar come to mind. There are also references to “Big Swifty”, “Billy The Mountain”, “Toads of the Short Forest” and many other continuity clues lifted from FZ’s huge back catalog.

So, if you have any desire to more fully understand FZ’s musical oeuvre this is a major piece of the puzzle. The one unfortunate thing about this work is the dialog that has been taken out after the first few lines of Quentin Robert DeNameland’s philosophical spew (around the 15-minute mark). Not only did it originally fit in tandem with the music, it sort of solidified what this whole piece is all about. Without it, you sort of lose the full absurdity and nonsense affiliated with many philosophical tirades. Not sure why FZ canned it. Perhaps the version with the whole spiel intact will eventually see the light of day. My dream. The following is the unedited philosophical speech as noted in the Zappa book, “Them or Us”:

Well, folks as you can see for yourself the way this clock over here is behaving: time is an affliction. Now this might be cause for alarm on a portion of you that’s from a certain experience I tend to proclaim: the eons are closing. Now, what does this mean precisely to the layman? Simply this: Momentarily the need for the construction of the new light will no longer exist. Of course, some of you will think, “Who is he to fell me from this light?” But in all seriousness, ladies and gentlemen, a quick glance at the erratic behavior of the large precision built time delineating apparatus beside me will show that it is perhaps only a few moments now…

Look how funny it’s going around there! Personally, I find the mechanical nature of this to be highly suspicious. When such a device doesn’t go normal, the implication of such a behavior bodes not well (if you know what I mean). And quite naturally ladies and gentlemen if the mechanism in question is entrusted with the task of the delineation of time itself and ahh if such a mechanism goes “On the bum”…. or the fritz… Well, it spells trouble.

In any event, this is an amazing musical construction with intricate, odd-metered rhythms,  constantly changing time signatures, singable melodies and basically fun for the whole family. In general, if you like cartoon music, and funny voices look no further. He never produced anything quite like this ever again.

This extravaganza is followed by the lighthearted song “Lemme Take You To The Beach”.  It’s a stupid catchy piece, outfitted with colorful orchestration, falsetto Frankie Valli type vocals and held together by an amazingly tight bass and drum performance. It’s classic silly, fast-paced Zappa and brilliantly executed. Who would have guessed, Don Brewer from Grand Funk Railroad plays the bongos on it? Well, he does and quite well.

The other two works that follow, “Music For Revised Guitar and Low Budget Orchestra” and RDNZL are seriously tasty stews of jazz, rock and classical motifs sprinkled with humor and unpredictability. They represent some of FZ’s most brilliant and refined instrumental work. The musicianship is of the highest caliber.  FZ’s guitar playing shines on “Revised Guitar” (note the frenetic solo carefully doubled by Bruce Fowler on trombone) as well as FZ’s kick ass solo on RDNZL. Keyboardist George Duke is amazing throughout and he even gets to perform a lively Latin tinged piano solo near the end of RDNZL. Ruth Underwood and Chester Thompson also get quite a work out on mallets and drums respectively.  Both these pieces warrant closer inspection to really appreciate how magnificent they are. This review does not do them justice. If you got ears – you gotta listen!


“Sleep Dirt” is an odd array of instrumental pieces.  Three of which come from his unfinished musical “Hunchentoot”.  The snarky opening track “Filthy Habits” (originally slated for a double album – “Night Of The Iron Sausage” – later to become “Zoot Allures”) features a very sinister sounding ostinato over which FZ experiments with layered, dynamic guitar feedback, (very reminiscent of the composition “Zoot Allures”).

The whole piece has a rather Arabic vibe to it modally but ultimately it veers into a psychotic little march toward the very end. One of the first recordings to feature Terry Bozzio on drums.  Track two, “Flambe”, is a parody of the popular standard “Laura”. It is a cocktail tour de force with the versatile George Duke doing his best “Art Tatem-ish” imitation. Chester Thomson (drums) and Patrick O’Hearn (bass) add to the drunkenness of the piece while Ruth Underwood on marimba emphasizes the constantly building melody sometimes in tandem with the piano.

After a slight variation of the main theme, FZ steers us off into a very cartoonish section that is very regimented and far from the loose drunken feel of the previous passages. There is even a little “yelp” one can hear mid-way through this section as if a cartoon character is being put in some uncompromising position. FZ had such a great sense of humor and here his mastery of comedy and serious art is in fine form. After this short excursion into cartoon land we are brought back to the cocktail bar scene again.

This time the band is a bit more laid back but the expressive melody in marimba and piano soon build to a beautiful climax and end on a very regimented/stern sounding section that segues nicely into “Spider Of Destiny”  Like “Flambe,” “Spider Of Destiny” originally had lyrics from “Hunchentoot.”  And although vocalist Thana Harris executes these tracks decently, the original vinyl recording of this album (later released on CD in 2012) had no vocals. This review is referring to that configuration. In my opinion, the vocals are too distracting and the compositions here are so strong they don’t need any words to cloud up the brilliance of what’s going on below.

On “Spider of Destiny” we are treated to a catchy whole tone melody that is almost nursery rhyme like in spots. The form is very clear and very structured, where the guitar part works with the ensemble instead of just as a purely solo vehicle. The two-minute and fifty three second piece ends with a jab of very dynamic guitar outbursts and then a seven note passage (variation on the main theme) repeated and augmented by twisted sounding chimes. The last chime hits and bang!

The drums kick into the “Re-gyptian Strut” a funky brass laden processional that dates back from the “Grand Wazoo” days (1972). This master work features some crackling, low funky bass playing from James “Bird Legs” Youman, a perfectly slow, funked up groove from Chester Thomson, surprising gospel type piano jabs from George Duke, jangling and scraping percussion from Ruth Underwood and of course the brilliant trombone playing of Bruce Fowler who executes all the basic melodies and chords.

Zappa pays a slight homage to Gustav Holst here by quoting five notes from his piece “Saturn”.  FZ exploits this motif on top of a plodding ostinato, building on it like he was constructing an Egyptian pyramid. The brass parts keep piling up and the tension mounts until just when you think FZ can go no further he pulls out all the stops and raises the key of the composition up a half step! The result of which is nothing short of orgasmic. The entire processional exclaims the main majestic melody and proudly ends with the beating of a major chord with a seventh in the bass (my favorite chord) leaving the listener elated and exhausted.  On vinyl, this was the end of side one. Side two began with “Time Is Money”, a progressive jazz/ rock work intended to have more Hunchentoot lyrics. Fortunately, the latest 2012 reissue of this disc has the lovely lead line unadorned with vocals.

The sweet melody of “Time Is Money” played by FZ on guitar, is constantly being broken up by question mark segments that consist mainly of drum rolls on the bell of cymbals, angular vibes, piano chord clusters and synth bass. These segments go into a very precise mechanical riff (enhanced by an array of cowbells) that is reminiscent of clock gears. Some of it which will remind Zappa fans of a section from the “Roxy and Elsewhere” number “Don’t You Ever Wash That Thing”. The overall piece is very visual in a “Greggery Peccary” sort of way.

Next we are confronted with an FZ rarity: an acoustic guitar number. It’s the title track “Sleep Dirt.”  FZ prepares us for this touching acoustic ditty by saying “Arf” just so we don’t take it too seriously. He is solely supported by James “Bird Legs” Youman who plays a somewhat B minor, melancholy chord progression. FZ improvises over the top. Frank is in fine form here, constantly inventing new melodic passages with odd rhythmic groupings. There is an almost Eastern European flavor that emerges in the types of scales FZ favors which makes the whole event extremely exotic sounding. Eventually, the accompaniment comes to a fumbling halt with FZ asking, “Gettin’ tired?” To which Youman replies’ “No, uh uhh – my fingers got stuck.”  Quick edit right into the last piece, “The Ocean Is The Ultimate Solution.”

It begins with a casual funky rock groove with Terry Bozzio on drums and Patrick O’Hearn on bass (this was O’Hearn’s actual audition for FZ). before shifting into a semi improvised choppy section broken with a fast, complex unison passage and back again to the funky groove emphasized by FZ’s chorused drenched Stratocaster. Zappa playing such funky rhythm guitar, is again, a rare event. He does it well. This is a progressive rock instrumental with clearly defined sections that ultimately ends up in a sweaty eight minute jam that exploits O’Hearn’s bass prowess, Bozzio’s drumming skills and burns with Zappa’s fiery electric guitar chops. Outstanding musical communication.

This is just conjecture on my part but at one point in 1968 FZ was approached by the group Chrysalis to produce their debut. Spider Balfour (one of the main writers in the group) had made the FZ connection by participating on Zappa’s album “Lumpy Gravy”. Chrysalis’ manager, apparently not fond of Zappa put the kabash on Zappa having anything to do with the record. However, they did release an album titled “Definition” and FZ stated in an interview that he enjoyed listening to it.  One particular track called “Cynthia Gerome” has a chord progression that seems similar to “Sleep Dirt”. Was FZ influenced by it? Just a thought.


“Orchestral Favorites” recorded at the Royce Hall, UCLA, September 18-19, 1975, and conducted by Michael Zearott, presents Frank Zappa’s “classical” experiments at it’s apex. The arrangements, orchestrations and performances are tight and played with the humor so closely associated with FZ’s “rock bands”. Great care was taken in the actual recording and mixing of this music and the listener is treated to a wide array of timbres and specific left and right pannings. There is never a dull moment. The choice of material is excellent and thoroughly “Zappa” in approach. One of the most striking things about this CD is Zappa’s genius for the juxtaposition of musical styles, and of course, many parodies abound. Strauss waltzes, Rite Of Spring rhythms, boleros, 12-tone excerpts, Webernesque string arrangements, Varese-Electronique, broadway, scary 1950s sci-fi movie music, etc…It’s non stop fun.

The album opens with the stately “Strictly Genteel”. This is a more refined version of the closer on 1971’s “200 Motels” soundtrack.  A waltz of sorts that builds to a 3/4 over 4/4 climax parodying “The 1812 Overture”.  The orchestration is built around a sweet melody expertly performed on harmonica by Tommy Morgan. The piece fades out peacefully on a repeated hook only to startle us with the pointy, hurky- jerkiness of the next piece, “Pedro’s Dowry.”

This remarkable number at first seems like a chaotic jumble of ideas but upon repeated listenings, the complex overlapping of the melodies and odd rhythms (sometimes played in unison) reveal a very coherent work.  Is it jazz? Is it classical? It’s somewhere in between but by the time you hear the comical waltz at the end season with party favor sounds, you know it’s definitely Zappa.  I once did a mash-up of this and Milton Babbit’s piece “All Set”.  The two work together well.  I wonder if FZ was aware of Babbit’s piece? Anyway, there is another version of Pedro’s Dowry found on 1983‘s Zappa – LSO Vol. 2 CD.  It’s for a bigger ensemble. I think this one works better.

There are surprising textures through out Orchestral Favorites which make it so entertaining to listen to. The next piece is a good example of Zappa switching gears from complex multi-percussive work to Webern-Esque, somewhat ventilated work. I am referring here to the existential wedges in “Naval Aviation In Art?”  This one-minute and twenty-two second chamber piece for strings and a few brass instruments is seriously chilling. Zappa himself described the work on the 1985 CD “The Perfect Stranger” thusly:

“Naval Aviation in Art? Shows a sailor-artist, standing before his easel, squinting through a porthole for inspiration, while wiser men sleep in hammocks all around him.”

The piece ends on an unsettling chord.  What follows next is an old number that dates back to 1965 from the movie “Run Home Slow” that FZ scored. It’s titled “Duke Of Orchestral Prunes”, a thoroughly melodic staple in the Zappa catalog. It features FZ playing some wicked, idiosyncratic guitar (hints of 1977’s “Zoot Allures”?) along with the orchestra. A thrilling performance showcasing Zappa’s mastery of controlled guitar feedback.  As the piece climaxes on a “wedged” minor eleven chord we are punched into the majesty of “Bogus Pomp.” This is a masterwork made up of modules first encountered in the movie soundtrack “200 Motels” from 1971.

It is no surprise then that we are treated to a well-refined version of those ideas. This thirteen-minute composition is broken into two sections. The first section hints to the modules that will be deconstructed as the piece evolves. The second section is where the main melody (derived from the song “This Town Is A Sealed Tuna Fish Sandwich”) is tossed back and forth to different sections of the orchestra.  At the midpoint of this section, a cold synth sound comes to the forefront and toils with the orchestra.

Eventually, the orchestra breaks down in disgust (unintelligible grumblings are heard) but before leaving they collect themselves and have it out in a frantic funky clavinet section. Slowly the orchestra disintegrates a few instruments at a time until all we are left hearing is the Saran wrapping of a tuna fish sandwich. It’s brilliant.  In my opinion, this performance is miles ahead of the version found on the 1983 L.S.O Vol. 2. CD.

Some listeners have a hard time with Zappa’s music because of his penchant for writing dissonant melodies with too many complex time signatures. But in many cases, if you listen a few times you will hear that a lot of his compositions are pretty memorable. In these three collections, we are treated to some of Frank’s most charming and playful inventions. His amazing editing skills produced musical forms that were clear and dare I say it: Pop!  Hopefully listening to this trilogy will open up your mind to check out all the other great 20th-century music Frank drew from as well as his own musical universe. Wonderful compositions with a sense of humor from an artist who lived to create art.

Written by John Tabacco

Photo by Eddie Berman (Frank Zappa) [CC BY 2.0 (], via Wikimedia Commons


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  1. Avatar Bill Rice October 20, 2016

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