Freak Out!

The Mothers of Invention

June 27th 1966
Freak Out! Zappa Records


  • Hungry Freaks, Daddy
  • I Ain't Got No Heart
  • Who Are The Brain Police?
  • Go Cry On Somebody Else's Shoulder
  • Motherly Love
  • How Could I Be Such A Fool
  • Wowie Zowie
  • You Didn't Try To Call Me
  • Anyway The Wind Blows
  • I'm Not Satisfied
  • You're Probably Wondering Why I'm Here
  • Trouble Every Day
  • Help, I'm A Rock
  • It Can't Happen Here
  • The Return Of The Son Of Monster Magnet

Official Release #1
Catalog Number: ZR3834
Produced by: Tom Wilson

All selections Composed/Arranged/Orchestrated/Conducted by Frank Zappa
The Mothers of Invention:
Frank Zappa: Leader and Musical director
Ray Collins: Lead vocalist, harmonica, tambourine, finger cymbals, bobby pin & tweezers
Jim Black: Drums (also sings in some foreign language)
Roy Estrada: Bass & guitarron; boy soprano

Elliot Ingber: Alternate lead & rhythm guitar with clear white light
The Mothers’ Auxiliary:
Gene Estes: percussion
Eugene DiNovi: piano
Neil LeVang: guitar
John Rotella: clarinet, sax
Kurt Reher: cello
Raymond Kelley: cello
Paul Bergstrom: cello
Emmet Sargeant: cello
Joseph Saxon: cello
Edwin V. Beach: cello
Arthur Maebe: French horn, tuba
George Price: French horn
John Johnson: tuba
Carol Kaye: 12-string guitar
Virgil Evans: trumpet
David Wells: trombone
Kenneth Watson: percussion
Plas Johnson: flute
Roy Caton: copyist
Carl Franzoni: voice
Vito: voice
Kim Fowley: (Featured on hypophone)
Benjamin Barrett: contractor
David Anderle
Terry Gilliam
Recorded Sunset-Highland Studios of TTG, March 9-12, 1966.
Director of Engineering: Val Valentin
Cover Design: Jack Anesh
Cover Photo: Ray Leong
Cover Art Director & Text by FZ, NT&B.
Art & Liner notes ©1966, mmxii ZFT.
Archival art courtesy ZFT.

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.

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 Mutations . . . FREAK OUT!

NOTES ON THE COMPOSITIONS INCLUDED HEREIN: 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 . . . (2:33) is a summary of my feelings in social-sexual relationships.
3. WHO ARE THE BRAIN POLICE? . . . (3:33) 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 . . . (3:39) is very greasy. You should not listen to it. You should wear it on your hair.
5. MOTHERLY LOVE . . . (2:43) 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 . . . (2:11) 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.) 7. WOWIE ZOWIE . . . (2:51) is carefully designed to suck the 12 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.
8. YOU DIDN’T TRY TO CALL ME . . . (3:16) 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.
9. ANY WAY THE WIND BLOWS . . . (2:54) 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!
10. I’M NOT SATISFIED . . . (2:38) is okay and safe and was designed that way on purpose.
12. TROUBLE EVERY DAY . . . (5:49) 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.
13. HELP I’M A ROCK . . . (4:43)/ 14. IT CAN’T HAPPEN HERE . . . (3:55) 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.
15. THE RETURN OF THE SON OF MONSTER MAGNET . . . (12:17) – (Unfinished Ballet in Two Tableaux) I. Ritual Dance of the Child-Killer. II. Nullis Pretii (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!

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…specially since my teacher told us what the words to their songs meant.
Sincerely forever,
Suzy Creamcheese
Salt Lake City, Utah.

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.

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.