Frank Zappa - The Making of Freak Out (MOFO) (recorded 1966, released 2006)

Hungry Freaks Daddy   3:33
I Ain't Got No Heart   2:35
Who Are the Brain Police?   3:26
Go Cry on Somebody Else's Shoulder     3:43
Motherly Love   2:50
How Could I Be Such a Fool?   2:17
Wowie Zowie   2:56
You Didn't Try to Call Me   3:22
Anyway the Wind Blows   2:56
I'm Not Satisfied   2:42
You're Probably Wondering Why I'm Here     3:42
Trouble Every Day   5:53
Help, I'm a Rock   4:43
It Can't Happen Here   3:59
Return of the Son of Monster Magnet 12:23
CD 3  
Objects   4:32
Freak Trim (Kim Outs a Big Idea)   5:14
Percussion Insert Session Snoop   3:18
Freak Out Drum Track w/Timp. & Lion   4:04
Percussion Object 1 & 2 (FZ Edit)   6:01
Lion Roar and Drums From Freak Out   5:36
Vito Rocks the Floor   6:09
"Low Budget Rock & Roll Band"   2:14
Suzy Creamcheese (What's Got Into You?)     5:47
Motherly Love (Live)   3:12
You Didn't Try to Call Me (Live)   4:06
I'm Not Satisfied (Live)   2:53
Hungry Freaks, Daddy (Live)   3:37
Go Cry on Somebody Else's Shoulder (Live)     2:32
CD 2  
Hungry Freaks Daddy (vocal overdub take 1)     3:47
Anyway the Wind Blows (vocal overdub)   2:53
Go Cry on Somebody Else's Shoulder (vocal overdub take 2)     3:48
I Ain't Got No Heart (vocal overdub master take)     2:27
Motherly Love (vocal overdub master take)   3:09
I'm Not Satisfied (2nd vocal overdub master, take 2, rough mix)     2:38
You're Probably Wondering Why I'm Here (vocal overdub takes 1 & 2)     1:58
You're Probably Wondering Why I'm Here (basic tracks)   3:40
Who Are the Brain Police? (basic tracks)   3:42
How Could I Be Such a Fool? (basic tracks)   2:24
Anyway the Wind Blows (basic tracks)   2:48
Go Cry on Somebody Else's Shoulder (basic tracks)   3:43
I Ain't Got No Heart (basic tracks)   2:36
You Didn't Try to Call Me (basic tracks)   3:01
Trouble Every Day (basic tracks)   7:11
Help I'm a Rock (FZ Edit)   5:48
Who Are the Brain Police? (secion B, alternate take)     1:15
Groupie Bang Bang   3:51
Hold On to Your Small Tiny Horsies...   2:08
CD 4  
Wowie Zowie (basic tracks)   3:02
Who Are the Brain Police (Section A, C, B)     4:31
Hungry Freaks, Daddy (basic tracks)   3:37
Cream Cheese (work part)   7:57
Trouble Every Day (single edit)   2:39
It Can't Happen Here (Mothermania version)     3:19
"Psychedelic Music"   2:34
"MGM"   1:54
"Dope Fiend Music"   2:06
"How We Made It Sound That Way"   5:08
"Poop Rock"   0:46
"Machinery"   1:00
"Psychedelic Upholstery"   1:44
"Psychedelic Money"   1:20
Who Are the Brain Police? (1987 remix)   3:39
Any Way the Wind Blows (1987 remix)   2:58
Hungry Freaks, Daddy (1987 remix)   3:33
"The 'Original' Group"   1:29
"Necessity"   1:18
"Union Scale"   1:46
"25 Hundred Signing Fee"   1:12
"Tom Wilson"   0:33
"My Pet Theory"   2:18
"There is No Need"   0:43
Total Time: 4 hours, 4 minutes, 45 seconds

To commemorate the 40th anniversary of the release of Zappa's first album, Freak Out, the Zappa Family Trust has put together this massive (and expensive) four disc "making of" documentary. As of this writing, it is only available via mail order from the Zappa web site. However, there is a "condensed" 2-disc version available through the usual music retailers. I put "condensed" in quotes because the 2-disc version actually contains a few tracks that AREN'T on this 4-disc version, thereby making it necessary to buy both if you want everything. Well, to hell with that. This is where I get off the Zappa completionist bandwagon - I'll be damned if I'm going to shell out another $30 or more to get a handful of tracks that would have easily fit on the hour or so of unused disc space on this 4-disc set (which I already shelled out over $70 for).

That being said, I have to admit that I'm enjoying this boxed set more than I ever expected to. Freak Out has never been one of my favorite Zappa albums, but I've developed a new appreciation for it after hearing the original vinyl mix of the album (on disc 1 of this set) along with all the instrumental versions, works in progress and interview tracks.

As mentioned above, disc 1 is comprised entirely of the original vinyl mix of the album. It sounds a lot "crisper" than the CD version that has been the official release for close to 20 years, partly because it was remastered with newer technology, but mostly because it strips away a lot of the reverb that Frank added for the first CD release. The stereo mix seems a bit more "extreme" as well, with the guitars usually all the way to one side of the mix and the rhythm section all the way to the opposite side. I've always thought the initial CD was the most dated sounding thing in Zappa's catalog, and this original mix sounds even more like a product of the 60s, but it somehow sounds a lot better to me. More fitting.

The documentary material begins on disc 2. That CD is mostly dedicated to alternate versions of the "songs" from Freak Out (as opposed to the more experimental tracks towards the end of the album). We first get several vocal overdub tracks, which are full songs (including instruments) but with the emphasis on the vocals, occasionally with alternate performances including some different improvised lyrics spoken or sung by Zappa here and there. Some of those differences are interesting, but in general the vocal overdub tracks don't thrill me all that much because they aren't that different from the official release versions. Following that are several "basic tracks", which are instrumental versions that are mixed so that you can clearly hear what most of the instruments are doing. Maybe it's just my personal bias (I generally am more interested in music than lyrics), but I find the "basic tracks" a lot more interesting than the vocal overdubs. There are a bunch of little instrumental bits and performances that ended up buried on the final album that really jump out at the listener here. One particular example is the great guitar work in this version of Trouble Every Day, which is over a minute longer than the album version.

Disc two ends with an alternate version of Help I'm a Rock (also extended to about a minute longer and with some new vocal improvisations), plus pieces of alternate versions of Who are the Brain Police? and Monster Magnet (which is inexplicably renamed Hold On to Your Small Tiny Horsies, a title I can't picture Frank himself ever using). The real find here though is Groupie Bang Bang, a complete, previously unreleased song from the Freak Out recording sessions. The lyrics are fairly filthy (although in a tame, '60s kind of way), telling of the adventures of a fictional (?) groupie. Musically, the song reminds me of a modified version of Not Fade Away, which is probably why Frank decided not to release it. Or maybe the record company figured out what the lyrics meant and banned it from the album. In any event, it seems odd that this song was lying around the Zappa vault for 40 years without the fans discovering that it existed. Makes you wonder what else is hiding in there.

Frank's original liner notes stated that Return of the Son of Monster Magnet was "what freaks sound like when you turn them loose in a recording studio at one o'clock in the morning with $500 worth of rented percussion equipment". Disc three of MOFO shows that there was a lot more to it than that, as it documents a lot of that 1am freakery, which ended up in Help I'm a Rock and Monster Magnet. The first track is a rehearsal of Frank and Kim Fowley using hand signals to direct the assembled crowd of freaks to make various pre-arranged vocal noises. Freak Trim sounds like an early, very rough rehearsal for Help I'm a Rock. After that we get about 20 minutes worth of various group percussion ideas, some of which ended up on the album. This part is actually a lot more interesting than I would have expected - I like to put it on as background music at work. I tried doing the same at home, only to have my wife ask what the heck I was subjecting her to.

After the percussion fest, we get a final bit of all the freaks doing their thing, and then Frank wraps up that section of the recordings by thanking everyone, but then rushing them out of the studio because the Mothers are a Low Budget Rock and Roll Band and can't afford to waste studio time just milling around. In a typical Zappa move, he also asks everyone not to steal the rented percussion equipment. Oddly, the next track is an interview clip that explains the origins and current status of Suzy Creamcheese. I don't know why this one interview track was placed here, in between two blocks of music, instead of on disc 4 with all the other interview bits. Anyway, disc three ends with five live performances of songs from Freak Out, recorded at the Fillmore West in June, 1966. The last song cuts off abruptly just after Zappa gives an improvised monologue about getting his girlfriend pregnant. Apparently the master tape ran out there.

Disc four kicks off some more "basic tracks" instrumental versions of Freak Out songs. These are similar to the stuff on disc two, and also quite interesting, but why weren't they put on disc two along with the other "basic tracks"? The unorganized, slapdash track order takes away from the overall archival experience of the box. There's lots of interesting stuff here, I just wish it was organized a little better.

Next we get alternate versions of Trouble Every Day (which is just an edited version, about half as long as the album version) and It Can't Happen Here (which is a truly alternate version, with slightly different lyrics and an echo-heavy ending). The boxed set ends with fifteen interview tracks, taken from various radio, TV and magazine appearances in 1967, 1986 and 1993. Topics range from recording techniques used on the album to record company interference to the definition of terms like "psychedelic" and "freaking out". Separating the '60s interviews from the later ones are three Freak Out tracks as they were remixed in 1987. I'm not sure if these are identical to the tracks that appeared on the original Freak Out CD, but they sound similar. I'm not sure why they were included.

The boxed set ends with an interview in which Zappa bluntly states that he doesn't care if people remember him after he dies. He claimed he made his albums to entertain people at the time they were released, and not for any historical purpose. An odd way to end a box designed to immortalize a 40 year old album. But what else could we expect?

The packaging for the set is interesting. It comes in a puffy plastic container in the shape of a big X. Each of the four discs fits onto a spindle in one "arm" of the X (NOTE: use caution when removing the CDs from the spindles - they're a real bugger to get loose, and at least one guy on the Zappa newsgroup reported snapping a CD in half in the process). The liner notes booklet is stored in a pocket in the middle of the X. The arms can all be folded in to turn the package into a thick, square block. Also included is a reproduction of the "freak map" that was included with the original album, which points out all the '60s-era hot spots in L.A. complete with Frank's informative and sarcastic notes for tourists.

The booklet contains most (all?) of the original liner notes, scattered through a bunch of new notes and archival photos. It would have been nice to have all the original notes gathered together, but what can you do. One annoyance is that Frank's original list of influences (People Who Have Contributed Materially in Many Ways to Make the Music What It Is) has been expanded to about three times its original length so that Gail could name-drop all her famous friends and favorites who obviously had nothing at all to do with the album. Bah.

I have nothing against Gail's decision to lead off the newer portion of the liner notes with an essay on the album written by a 15 year old fan. The idea (which she explains later) was to get the perspective of someone who was coming to the material fresh and who was excited about the album for the first time. The problem is, the fact that he's 15 years old isn't mentioned until deep into Gail's notes at the end of the booklet, leaving the reader to wonder who this critic Chris Riess is, and why his writing comes off sounding like a teenager who thinks his current favorite album is obviously the greatest and most innovative thing ever recorded. Overall though, the booklet is very nice, with a couple other essays, lots of photos, a few vintage newspaper clippings and a heavy dose of Frank's biting wit.

I'm glad I finally broke down and spent the $75 (including shipping) for this set. It has given me a new appreciation for the Freak Out album, and between the instrumental versions, unreleased song and percussion jams, practically a whole new Zappa album to listen to. I'm still annoyed that there are tracks that could easily have been included but were put on the 2-disc version for marketing purposes, and I think a fairer price would have been in the neighborhood of $40-$50, but oh well. If you're an avid Zappa collector, or a hard-core fan of the original Mothers, then it's worth dropping the cash on this one.

From what I've read, the Zappa Family Trust's plan is apparently to release an expanded version of each album on that album's 40th anniversary. In which case The Making of Absolutely Free should be announced any day now. I'm looking forward to it, but hopefully it won't be such a lavish package that costs an arm and a leg.

Album Cover

Image of the Making of Freak Out album cover