Main plot footage filmed at:

• Royal Festival Hall, London, UK, October, 1968
• Zappa House, Wadleigh Maurice Edit Room & Hollywood Ranch Market, Hollywood, CA, c. spring, 1970
• Zappa Basement, 1982

Also includes footage from:

• 1967 MOI at Garrick Theatre
• 1967 MOI Recording Session for We're Only In It For The Money
• We're Only In It For The Money Album Cover Photo Session
• Vienna woods, October, 1968
• Sportpalast, Berlin, Germany, October, 1968
• Hotel Room, Berlin, Germany, October, 1968
• MOI 8mm Home Movies, 1969 by Motorhead Sherwood
• Festival Hall Rehearsal, Seven Sisters Road, London, UK, c. October 24, 1968
• MOI Live Footage, Los Angeles, late 1968 by Cal Schenkel
• Bruce Bickford Animation (on TV monitor)
• The Dub Room Special! (on TV monitor)

The music heard:

• Uncle Meat: Main Title Theme (from Uncle Meat)
• Holiday In Berlin (from Ahead Of Their Time)
• The Rejected Mexican Pope Leaves The Stage (from Ahead Of Their Time)
• Dog Breath, In The Year Of The Plague (from Uncle Meat)
• Undaunted, The Band Plays On (from Ahead Of Their Time)
• Agency Man (from Ahead Of Their Time)
• Epilogue (from Ahead Of Their Time)
• Holiday In Berlin, Full Blown (from Burnt Weeny Sandwich)
• Mr. Green Genes (from Uncle Meat)
• Unidentified Synclavier Music
• Mother People (from We're Only In It For The Money re-mix)
• The Bun
• I'm Using The Chicken To Measure It
• Tengo Na Minchia Tanta (from Uncle Meat CD)
• The Arrangement
• I'm Not Satisfied (from Cruising With Ruben & The Jets re-mix)

Total running time: 100 min.

Cast & Crew:

Written, produced, directed and music composed by Frank Zappa

Cinematography: Haskell Wexler

Additional film by:

Frank Zappa

Cal Schenkel

Hermann Jauk

Ed Seeman

Ray Favata

Tom Mangrevede

Euclid James "Motorhead" Sherwood

Video Camera: Thomas Nordegg

Video Editors: Raymond Bush & Booey Kober

Film Editor: Maria DiGiovanni

Associate Producer: Jill Silverthorne

The Cast:

Phyllis Altenhaus as herself and also sometimes as Sheba Flieschman

Don Preston as himself (a.k.a. Dom DeWilde) and also sometimes as Biff Debris but most frequently as Uncle Meat

Frank Zappa as the imaginary director

Carl Zappa Young Minnesota Tishman

Aynsley Dunbar Biff Junior

Ray Collins Bill Yurds

Meredith Monk Red Face Girl

Massimo Bassoli Adult Minnesota Tishman

C. Mercedes Lewis Girl Who Was A Sofa

Francesca Fisher The Countess

Billy Mundi Rollo

Stumuk Elderly Biff Debris

As Themselves:

Haskell Wexler

The Guy From Alabama

Motorhead Sherwood

Bunk Gardner

Arthur Dyer Tripp III

Ian Underwood

Members of the BBC Orchestra

Jimmy Carl Black

Roy Estrada

Manfred Lerch

Fritz Rau

Tom Wilson

Sal Lombardo

Annie Zannas

Cal Schenkel

Dick Kunc

Lowell George

Buzz Gardner

Dick Barber

Miss Lucy

Janet Neville-Ferguson

Rodney Bingenheimer

The Egg Lady

Linda Ronstadt

And also (uncredited):

Gail Zappa

Jimi Hendrix