When Frank Zappa Freaked Out The Neighborhood

This album kinda scares me. Yes, that is a compliment.

Frank Zappa: vocals, guitar

The Mothers of Invention:

Ray Collins: co-lead vocals, tambourine, harmonica, sound effects, cymbals, finger cymbals, and bobby pin and tweezers

Elliot Ingber: guitar “with clear white light”

Roy Estrada: bass, guitarron, soprano vocals

Jimmy Carl Black: drums/various percussion, “also sings in some foreign language”

Guests: Motorhead Sherwood, “noises,” The Mothers Auxilary AKA The Wrecking Crew; Paul Butterfield, backing vocals; Kim Fowley, hypophone; Jeannie Vassoir, voice of Suzy Creamcheese

Produced by Tom Wilson

cover photographed by Ray Leong, design by Jack Anesh

Freak Out! was released on June 27th, 1966, to a resounding...huh??

Concerned parents and squares of America were never the same. But how did we get here?

On March 26th, 1965, Frank Zappa’s Studio Z was busted by the San Bernardino Vice Squad. His offense? Recording a tape of simulated sex noises with a go-go dancer for a client he believed to be a used car salesman. This guy was, in fact, an undercover cop. Zappa had enough money to bail out his accomplice, but he was sentenced to six months for conspiracy to produce pornography. He only spent ten days in prison, the rest of his sentence was suspended. But still, the incident changed him. He lost Studio Z and had to start fresh.

Meanwhile, the Soul Giants’ guitarist has just quit. Right now, they’re the house band of the Broadside in Pomona, California, playing covers of R&B tunes and blues standards. Frank knew Soul Giant Ray Collins for a while before this, he asks Frank to fill in. Frank and his business brain knew the Soul Giants were a great group, and could be made into something really special if they wrote their own material. Something a little...weirder. Not quite pop, not quite avant-garde. Something that would eventually become known in the LA scene as “freak music.” In early ’65, Frank gets the guys in with a manager: Herbie Cohen. He’d turn out to be a royal pain in the Zappa family’s ass, but for now he’s one of the heavyweights of the budding Laurel Canyon music scene. He’d take Tom Waits, Linda Ronstadt, and Tim Buckley under his wing.

On Mother’s Day 1965, the Soul Giants renamed themselves. The newly-christened Mothers made their name in the underground music scene of LA. It wasn’t easy going; they made next to no money in their first year because they were playing a “grossly unpopular” kind of music. They needed a gimmick to pay the bills.

What do they do? They start heckling the audience before the audience gets the chance to heckle them. And son of a bitch, it worked!

In early 1966, producer Tom Wilson ventures out to LA. Before this, Tom was a producer at Columbia for Bob Fucking Dylan. The back half of Freewheelin’, the entirety of The Times They Are A-Changin’, Another Side, and Bringing It All Back Home, and Dylan’s career-defining statement “Like A Rolling Stone” were all produced by Tom. After both Dylan and his other pet act, Simon and Garfunkel, jump ship to Bob Johnston, Tom jumps ship from Columbia to a decidedly more hip operation: Verve Records.

On this fateful LA trip, on recommendation from Herbie, Tom attends a Mothers gig at the world-famous Whiskey A-Go-Go. He only sticks around for one song: “Trouble Every Day.”

Thanks to the Byrds covering all things Dylan and the Buffalo Springfield’s “For What It’s Worth,” folk rock and folksy social commentary songs are having a serious moment in the Canyon. At the same time, Elektra has found success with their first rock-and-roll group, the Paul Butterfield Blues Band. In Tom’s mind, the Mothers were the perfect combination of agreeable folksy pop protest and white-boy blues. Tom calls up Herbie and says he wants to produce Mothers. They’re signed to Verve Records pretty much on the spot, under Tom’s assumption that they were, in fact, a white-boy blues band. Herbie neglected to inform him otherwise. I guess he wanted to watch the world burn.

Freak Out! was recorded in a whirlwind four days at TTG Studios in LA. This isn’t a Pet Sounds situation: Frank set out to make a concept album. Each track revolves around similar themes: celebrity, consumerism,American pop music, and teen culture of the day. Or, more specifically, mocking this mid-1960s California culture du jour. Taking the piss out of it. Satire. The theme of American pop music is represented sonically: we have blues-based tunes, doo-wop songs, folk pop, and psych rock. The Mothers present it all with a twist of Frank: jazz, avant-garde, musique concrete enter the fold. He was sitting on the Freak Out material for a while, he just needed the right band and the resources to do it. He found just that with the Mothers, Tom Wilson, and Verve.

Now things are gonna get weird.

I’m not kidding when I say this is one of the most batshit insane recording sessions I've ever heard of.

On day one, the Mothers cut two tracks: “Any Way The Wind Blows,” about Frank’s divorce from his first wife, Kay...and “Who Are The Brain Police?”

Notably not a blues song.

After a couple takes of “Brain Police,” Frank sees Tom on the other side of the glass, pale in the face. The Mothers are not, in fact, a white-boy blues band at all! And Tom was on the phone with Verve to inform them of such. He was so anxious about this call because either a., he feared he’d be fired on the spot for his little oopsie, or b., he needed to muster up the cohones to ask for a bigger budget than a white-boy blues band would need. According to Frank, Tom “was so impressed (he) got on the phone and called New York...as a result I got a more or less unlimited budget to do this monstrosity.” (Is it not so funny that Frank himself called this thing a “monstrosity” in Hit Parader?)

He wasn’t exactly kidding when he said “unlimited.” Freak Out!’s starting budget was $5,000 (about $50,000 in today’s money.) But buckle up, buttercup: modern-day estimates have the Mothers blowing somewhere around $30,000 of Verve’s money recording Freak Out. That would be nearly $298,000 today.

How did they rack up such a big price tag in just four days?? Well, Tom said "yes" to everything.

For example, Frank approached him at the end of day two saying: “I would like to rent $500 worth of percussion equipment for a session that starts at midnight on Friday,” (that’s about $5,000 today) “and I want to bring all the freaks from Sunset Boulevard into the studio.” And Tom just said...yes? That song became “Creamcheese," a ballet in at least two tableaux.

I’m honestly impressed Tom put his ass on the line to make this thing happen. Why did he do it? As the story goes...he’s tripping on acid at the control panel.

You know, now that I think of it, Tom might’ve been pale on day one because he was having a bad trip.

On day two, Frank descends into an epic writing spell. He comes up with all the orchestral arrangements for pretty much the entire album. And this stuff isn’t for some eight-piece ensemble: According to Frank in Hit Parader, this was the ideal ensemble for a Mothers album:

“...two piccolos, two flutes, two bass flutes, two oboes, English horn, three bassoons, a contrabassoon, four clarinets (with the fourth player doubling on alto clarinet), bass clarinet, contrabass clarinet, soprano, alto, tenor, baritone and bass saxophones, four trumpets, four French horns, three trombones, one bass trombone, one tuba, one contrabass tuba, two harps, two keyboard men playing piano, electric piano, electric harpsichord, electric clavichord, Hammond organ, celeste, and piano bass, ten first violins, ten second violins, eight violas, six cellos, four string bass, four percussionists playing twelve timpani, chimes, gongs, field drums, bass drums, snare drums, woodblocks lion's roar, vibes, xylophone and marimba three electric guitars, one electric twelve-string guitar, electric bass and electric bass guitar and two drummers at sets, plus vocalists who play tambourines. And I won't be happy until I have it.”

quoted from: Frank Zappa, "The Incredible History of the Mothers." Hit Parader, 6/1968.

Frank, I know you were a staunch atheist, but Jesus Christ, man.

Verve compromises with a 22-piece orchestra, in the form of the Wrecking Crew. Between this, the ill-fated SMiLE sessions, and the Forever Changes debacle, Carol Kaye has seen some shit.

Days three and four were spent slamming out this bona fide insanity. Where the execs finally put their foot down was “Creamcheese,” now retitled to “The Return of The Son of Monster Magnet.” Once MGM realized exactly what they were blowing over a quarter of a million dollars on, they slammed on the brakes. Frank’s relationship with Verve would sour over the next couple years...but that’s a story for another day.

As of me originally covering this in December of 2023, Freak Out! was the weirdest album I’d covered. (Oh, the days before Permanent Damage and Trout Mask Replica…) Nothing had quite made me stew befuddled, near stumped, like Freak Out! This was also the densest record I’d covered so far. Listening to a body of work like this several times over was not easy to do. There’s a lot going on here. It’d be a lot to parse through as a single album! And there’s two whole discs of this shit! There were times I thought I was gonna die. To this day, Freak Out! is one of the hardest albums I’ve written about.

As long as I’ve been a “music fan,” specifically into the 1960s and ’70s, I was aware of Frank Zappa. I was told he was massively influential, I observed how deeply revered he is by people who know their shit about the ’60s, but I was intimidated to get into his catalog. Mostly because a. Zappa’s catalog is huge, and b. there are a lot of insufferable pricks in his fan base! To best avoid the prickage, I dipped my toe into the ZECU through other projects he had a hand in; mostly Alice Cooper’s early days (still cannot believe I found a copy of Pretties For You at a thrift store!) and a little group called the GTO’s.

Pictured, L-R, the GTO's: Miss Christine, Miss Cinderella, Miss Mercy, Miss Lucy, Miss Sandra, Miss Pamela, and Miss Sparky

The GTO’s were a troupe of groupies which Zappa lumped together into a “girl group.” Two were the Zappa kids’ nannies: Hot Rats cover girl Miss Christine and future bestselling author Miss Pamela – we know her today as Pamela Des Barres. The eclectic group of gal pals “sang,” danced, wrote “songs,” and performed skits. I put some of those actions in quotations because the GTO's were more performance art than music. None of these girls could sing a note. That's not to say I don't adore them! I reviewed their lone album, Permanent Damage, last summer. It repels the Zappa dudebros like citronella. Perfect starting point for me.

I’d heard that either Apostrophe or Hot Rats were the gateway Zappa albums. However, I knew my ideal entry point would be Freak Out! My gateway had to activate my knowledge of the culture of the ’60s, and it couldn’t be an easy experience. It was a challenge not just to my tastes but to the way I listen to music for these videos. You can’t idly listen to Freak Out! You have to actively listen to this music to absorb it. You have to engage. From day one, Frank Zappa demanded engagement.

You have to engage with Freak Out! But I didn’t know how. I still get to feeling like every way I interact with Freak Out! is wrong. I feel ashamed to earnestly love the most accessible moments here; the “almost-pop” songs.

Anyway The Wind Blows was the first Zappa Extended Cinematic Universe song I ever heard. If I had to guess, it would’ve been from reading I’m With The Band. “Wind Blows” is the kookier end of whatever magic was in the water in Laurel Canyon in the ’60s. It’s got the delightfully mid-’60s tambourine and jangly guitars, and a super-catchy motif in the vocals and guitar. Then you throw in the vibraphone and it’s so original to the Mothers; Frank always paid special attention to percussion. Not to mention this song is hilarious. It’s the “Fuck you Kay!” song. I’m shocked this was never a single, it might’ve been a moderate radio hit.

Wowie Zowie is similarly radio-ready, plus Zappa-flavored dinky xylophone. But I feel like I’m doing Freak Out! wrong if I enjoy the pop songs. So then I move to the parody songs.

Hungry Freaks Daddy is silly and fun from top to bottom; the spoof on the “Satisfaction” riff to the cutesy xylophone, the sickly kazoo, and an unreasonably good guitar solo. If you don’t shimmy and shake your whole body to “Hun-gry-freaks, dadaaaAAAY!” we are not the same. There’s a lot happening here that’s ahead of its time, sure, but the tambourine is just so mid-’60s. Laurel Canyon was obsessed with it, as were the Beatles. I spent days on end with that and You’re Probably Wondering Why I’m Here (and so am I. So am I!) stuck in my head. Having these two tracks where they are, “Hungry Freaks” as the opener and “You’re Probably Wondering” at the end of disc one, re-enforce the mood of Freak Out! There’s something dark lurking under the surface, things going on that don’t align with the sunny youthful image of the Sunset Strip.

The first time I heard I Ain’t Got No Heart’s distinctly Cream vocal line (if you don’t believe me, listen to this and “Dance The Night Away” back-to-back) and thought “Oh, this must be a Cream parody.” But no, Disreaeli Gears wouldn’t come out for another year and a half! The chord changes are eerily Strange Days as well; the Doors were barely a band in spring of ’66. Sabbath themselves have cited Zappa as an influence, so we can inferTony Iommi pulled from Who Are The Brain Police?’s oversized, overdriven opening stomp for “Iron Man.” Iwas always told Freak Out! was “wildly ahead of its time,” but I had to see it in action to believe it. Though the sound is familiar to us now, the feeling has never eased up. “What will we do if we let you go home? And the plastic’s all melted and so is the chrome?” What are the first two things we think of when we think of the 1950s? The vinyl seating and chrome of a diner. The glossy, innocent facade of ’50s has melted away; exposing what was sinister underneath.

Call me crazy, but I feel the doo-wop here is half to make fun – because there sure was a lot to make fun of about the 1950s – and half out of...genuine reverence? Go Cry On Somebody Else’s Shoulder is hilarious, trivialteenage bullshit. “I had my car reupholstered! I had my hair processed! I got a nice pompadour job on it!!” Rushing out the line, “That’s why I had to get my khakis pressed!” sent me into orbit. But listening to the care that went into layering the backing vocals and the composition which perfectly spoofs, you can tell there’s a respect for doo-wop. The same goes for the blues-inspired cuts on here, like "Trouble Every Day." This genre I know Frank genuinely liked; he’d hang out with his friend Don Van Vliet after school to listen to his collection of blues records and eat Twinkies. I used to think these cuts being repetitive was to Freak Out!’s detriment, but now I understand “Go Cry” and How Could I Be Such A Fool being thematically the same is intentional. Frank’s spoofing the rinse-and-repeat nature of pre-British Invasion American pop music.

The pop stuff on Freak Out! was used as an intentional time capsule for this place in time: the Sunset Strip in the ’60s. What a wild place that was! You could walk down the street wearing Indian garb, with your hair boofed out big with big brown shoes on, or wearing antique robes and no shoes, and no one cared! Motherly Love and “Wowie Zowee” are the most distinctly mid-’60s California things here. The former is the obligatory “we love groupies” song (aside from the GTO’s who he saw as family, he couldn’t keep away from groupies,) and the latter as fluffiest song here. These songs aren’t exactly timeless, but “Wowie” is charming in a goofy way with the xylophone.

On the other hand, you have Trouble Every Day. I see a lot of sources saying it’s a song about the Watts riots and nothing else, but read closer into Frank’s lyrics:

“I watched that rotten box until my head began to hurt

From checking out the way the newsmen say they get the dirt

Before the guys on channel so-and-so

And further they assert

That any show they’ll interrupt

To bring you news if it comes up

They say that if the place blows up,

They’ll be the first to tell.”

“Trouble Every Day” isn’t just a critique of both sides of the Watts riot, it’s a critique of the news sensationalizing the whole thing! Frank understood that the media clamoring for the first coverage impeded the delivery of the best coverage; furthering the “us” vs. “them” divide. The news coverage of the riot and Pat Brown’s poor response had very real consequences: it paved the way for the future second-worst President Ronald Reagan to be elected Governor of California, and he had a hand in flipping the American public’s view of the death penalty. Frank’s commentary in 1965 is still relevant in 2025 with our 24-hour news cycle.

Pictured: National Guardsmen marching into smoke-filled Watts neighborhood of LA during the summer 1965 riot (photo via Hutton Archive)

But liking that earnest stuff on Freak Out! feels lame, so I move on to the experimental stuff. Some moments are so goofy and strange that you just have to laugh. Like what I can only describe as the Mario Kart 64 Bowser sound at the end of “I Ain’t Got No Heart,” or a line in any given song that’s total stream of consciousness.

Right when you think you know where Freak Out! is going, it throws a curveball at you.

Disc two is where things get really deranged. “Trouble Every Day,” the most straight-forward song on the album, lulls you into a false sense of security. Then comes Help I’m A Rock with “It Can’t Happen Here” and The Return of the Son of Monster Magnet. Though I still don’t fully “get” this suite, or “like” it the way I earnestly champion “Revolution 9,” I appreciate it and understand exactly what it does for Freak Out!

Can you believe “Help I’m A Rock” was the lead single? Or that Frank dedicated it to Elvis Presley in the album liner notes? Because I can’t!

It’s driven by a creepy-crawly centipede guitar riff, repeated to mind-numbing effect. The first two minutes are layered overdubs of babbling “in some foreign language” and what sounds like melodic duck calls. Just when you’ve found your place in this weird but otherwise (), it’s interrupted by crashing, banging, screaming, and feedback. We cut back to the lurching riff; this time scored with Frank’s increasingly anxious and menacing calls of, “Help, I’m a rock. Help, I’m a rock. Help, I’m a rock.” And plenty of vocalizations. One imagines him staring right at you through the strobe light and the dark. It feels like a heavy acid trip ritual. Occasionally, we see something horrifying, we try in vain to ground ourselves with the “Help, I’m a rock!” mantra – which slowly turns into “Help, I’m a cop!” A lot of the farther-out moments of Freak Out! center around music as ritual. If a groove moves around in enough circles, we as humans have the instinct to fall into that camp circle; no matter how bizarre the groove.

Ritual is emphasized in the second movement. The riff suddenly drops out in favor of echoing, stereo-whizzing tribal chants, ape-like screeching, hand claps, and sex noises – possibly a nod to what landed Frank in prison the year before.

The third and final movement is “It Can’t Happen Here.” (It’s been split into its own song on subsequent releases, but since I’m working from a second press of the vinyl, I’m stylizing it as part of “Help I’m A Rock”) Though Frank was an atheist, his family was Jewish. “It can’t happen here” was what Frank’s parents’ generation used to brush off the possibility of Nazi Germany fascism making landfall in the States. “We’re a free country, it can’t happen here!” It can always happen here, especially when the guy in charge busts all the guardrails and all the checks and balances just let it happen. “Who could imagine that they would freak out in Washington, DC?” Frank uses the “it can’t happen here” saying instead from the point of view of the average white Midwesterner; terrified of “them” coming in and infecting all the straight people with their freaky free love and free will. Egads! But never fear: “Everybody’s safe and it can’t happen here, no freaks for us.”

“Suzy!”

“Yes?”

“Suzy Creamcheese.”

“...yes.”

“This is the voice of your conscience baby, uhh...I just wanna check one thing out with ya, you don’t mind, do you?”

“What?”

“Suzy Creamcheese, honey. What’s got into you?”

The character of Suzy Creamcheese was so beloved among the European freak scene, Frank had to find a Suzy to bring on tour with him. Listeners genuinely thought she was real! Despite the Suzy hubub, "Monster Magnet” was never truly finished. What we hear on the album is only part of the behemoth we were supposed to get. MGM denied Frank’s request for more studio time; that which would’ve been used for overdubs. That’s why we only have a ballet in two tableaux as opposed to god-knows-what.

Thanks to Frank’s enduring fascination with Edgar Varese, “Monster Magnet” may just have been rock-and-roll’s very first sound collage. It’s full-tilt insanity; with synths, dissonance, deep-consciousness murmurs, babbling, screams I’m convinced Kendrick Lamar lifted for “u,” and even more loud sex noises. It’s like the demented medley of everything we’ve heard so far; the underture instead of the overture. It’s a love letter to the freaks of LA. The one thing keeping me afloat through this twelve-minute trip is the drumming. It’s geniunelyreally good psych rock drumming amongst the madness. I have to say, I’m kinda glad Frank didn’t get what he wanted with “Monster Magnet.” Any more stuff and we would’ve really gone off the deep end. It’s just enough of a psychedelic freakout for me. (“SHE SAID THE THING!!” They all said in unison as they point at their screens.)

Maybe Freak Out!’s greatest asset besides the sick minds behind the music is Tom Wilson. Not so much for the production choices he made, but for the role he played in allowing as much of this spectacle to happen as it did. Aside from cobbling something vaguely commercial together in the form of “Sunday Morning” (perhaps because he learned his lesson through how this went down) Tom played the same role in the production of The Velvet Underground and Nico. He let the Velvets do their thing, and let Andy Warhol say “Oh, it was marvelous darling!” to the sweet sounds of dragging chairs across the floor and breaking glass. You can tell the Mothers and their merry band of fools had the time of their lives cutting Freak Out! That’s because Tom practically gave them carte blanche...while he was chilling behind the board, zooted beyond this mortal plane.

Aside from the best of the pop moments and the best of the social commentary, the lyrics aren’t always be the strongest. The music, however, is always a delight to listen to. This was a very talented bunch, bolstered by the Wrecking Crew. They shine with the horn blasts on “I Ain’t Got No Heart” and “You Didn’t Try To Call Me.” Godly as us weirdos may hail O Holy Zappa to be, the guy wasn’t infallible. When you take this big of a risk, the misses are pretty egregious, and there are for sure some stinkers on Freak Out! Where the Mothers miss the mark is where they’re being weird just for being weird’s sake. It works when they hold the weirdness to the album’s running theme. Having this madness spread across two discs is more of an endurance test than anything. Too much of any good thing is a bad thing; and Tom Wilson shouldn’t have said yes to everything. The pacing is weak. Things fall off after the first side. It makes a soul-inspired thing like “How Could I Be Such A Fool” or Byrds approximation I’m Not Satisfied get lost in the shuffle. Those vocals are great! They could really shine with different sequencing. And if the guys gave themselves more than four whole days to slam this thing out, they might’ve been able to develop some songs more, cut some duds, and flesh out what they already had.

All this being said, I had a time and a half listening to Freak Out! Frank Zappa was truly one of America’s greatest exports. A national treasure. A confusing, nonsensical national treasure. If this album has anything going for it, it’s that, almost 60 years later, it’s still 100% original and masterfully composed. This is one hell of a debut album. The Mothers aimed high and shot with a blindfold on – that takes guts to do! Reactions of shock, disgust, contempt are all hallmarks of a watershed moment in music history. Like it or not, that’s exactly what Freak Out! was. It’s an everything and the kitchen sink album: folk, pop, psych, R&B, doo-wop, blues, avant-garde, and just about everything in between. It sometimes comes off as little feet wearing big shoes, but I hear something new every time I listen. As unlistenable as it can be, it’s a very important album. Forget “raising the bar,” it produced a bar that the music world didn’t even know was there.

I feel satisfied after having ventured into the deep end with this one. As a big ol’ music nerd, I know how important constantly expanding your taste is. Especially when you do what I do. I feel this album expanded my horizons. It was rewarding. The fact that this remains so provocative so many years later surely says something, right? After almost 60 years, it still holds true to Frank’s vision. Nullis pretii. No commercial potential. Whether it’s praise or punishment, delight or disgust, this album is manufactured to get a rise out of you.

Freak Out! kinda scares me. Yes, that is a compliment.

Personal favorites: “Hungry Freaks Daddy,” “Go Cry On Somebody Else’s Shoulder," “Wowie Zowie,” “Any Way The Wind Blows,” “You’re Probably Wondering Why I’m Here,” “Help I’m A Rock,” “The Return of The Son of Monster Magnet”

– AD ☆

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