The Class of 1966: The Mothers of Invention — ‘Freak Out!’

In 1966, a 25-year-old man from California released an album. It was not just any album; it changed the world. And it was not just any man; it was a musician whose gifts ranged from pop, doo-wop, R&B, and blues to jazz, avant-garde, classical and beyond.

His name was Frank Zappa, and he had the audacity to convince Verve Records to release his first recording, Freak Out!, as a double album by The Mothers of Invention. The first album of the set featured nine songs which fit into the pop sounds of the time (but so much better), wrapped around the astounding voice of Ray Collins. And it wouldn’t have garnered as much attention except for two other tracks: “Who Are the Brain Police?” and the opening “Hungry Freaks, Daddy.” Sides 3 and 4 are a whole other matter.

The entire presentation was such a bombardment on the middle-’60s senses: outlandish cover photo, the very title of the album, the back cover with the statement from Suzy Creamcheese and the photo with the word balloon “Suzy Creamcheese, what’s got into you?”, the wild inside cover with “relevant quotes,” a disclaimer about Frank Zappa, and explanations of the songs.

Also inside is a list of 158 people noted: “These people have contributed materially in many ways to make our music what it is. Please do not hold it against them.” The list includes names such as Buddy Guy, Charles Ives, Cecil Taylor, Willie Dixon, Salvador Dali, Roland Kirk, David Crosby, Lenny Bruce, and Karlheitz Stockhausen.

There was absolutely nothing like it in 1966, and there has been little like it since. Those of us there at the time were watching the emergence of a musical giant so towering that Zappa is simply without equal in what he would contribute to the world of music… and well beyond.

The Mothers of Invention were: Frank Zappa, guitar, vocals, conductor, composer, arranger, orchestrator; Jimmy Carl Black, percussion, drums, vocals; Ray Collins, vocals, harmonica, cymbals, sound effects, tambourine, finger cymbals, bobby pin & tweezers; Roy Estrada, bass, guitarrón, boy soprano; and Elliot Ingber, alternate lead & rhythm guitar with clear white light.

In addition to the original Mothers of Invention, there were two dozen other musicians and performers listed, including members of the famed Los Angeles Wrecking Crew, musicians responsible for the instruments on thousands upon thousands of pop records at the time.

The Mothers’ Auxiliary included: Gene Estes, percussion; Eugene Di Novi, piano; Neil Levang, guitar; John Rotella, clarinet, bass saxophone; Carol Kaye, 12-string guitar; Kurt Reher, cello; Raymond Kelly, cello; Paul Bergstrom, cello; Emmet Sargeant, cello; Joseph Saxon, cello; Edwin V. Beach, cello; Arthur Maebe, French horn; George Price, French horn; Roy Caton, trumpet; Virgil Evans, trumpet; David Wells, trombone; Motorhead Sherwood, noises; Kim Fowley, hypophone; Mac Rebbennack (Dr. John), piano; Paul Butterfield, vocals; Les McCann, piano; and Jeannie Vassoir, the voice of Cheese.

The album was produced by Tom Wilson, the man who signed what he thought was a white blues band to Verve. Val Valentin was engineering director, assisted by Eugene Dinovi, Neil Levang, Vito, and Ken Watson. The amazing cover was designed by Jack Anesh, with Ray Collins listed as hair stylist.

Zappa and company recorded the album in March of 1966 at Sunset-Highland Studios of T.T.G. Inc. in Hollywood. The album issued on June 27, 1966, as Verve V6-5005-2, just turned 55.


Freak Out!


All of the songs on Sides 1 & 2 clock in between 2:12 and 3:37, totally standard for the time. This review is based upon the versions you can find on CD or digitally. Zappa re-recorded lots of the bass and drum parts in 198x. This is his music, and he was entitled to do that, but many fans loved the original versions, especially on Sides 1 & 2 with the doo-wop and R&B tunes.

“Hungry Freaks, Daddy” (3:27) opens like a typical pop tune, but the bass line is too good, and then the lyrics give away the game immediately. The vibraphone is too delicious, and then Zappa’s guitar solo is light years past anything contemporary. Estrada on bass and Black on drums power the entire album. Oh, and the kazoos.

Mr. America, walk on by your schools that do not teach
Mr. America, walk on by the minds that won’t be reached
Mr. america try to hide the emptiness that’s you inside
But once you find that the way you lied
And all the corny tricks you tried
Will not forestall the rising tide of hungry freaks daddy

They won’t go on four no more
Great mid-western hardware store
Philosophy that turns away
From those who aren’t afraid to say what’s on their minds
The left behinds of the great society

Hungry freaks, daddy

Mr. America, walk on by your supermarket dream
Mr. America, walk on by the liquor store supreme
Mr. america try to hide the product of your savage pride
The useful minds that it denied
The day you shrugged and stepped aside
You saw their clothes, and then you cried
Those hungry freaks, daddy

“I Ain’t Got No Heart” (2:30) is one of Zappa’s compositions that he played in many of his bands right up through the 1988 12-member band (the song is included in the new archival release The Last U.S. Show along with “Love of My Life” from Cruising with Ruben and the Jets). It is a love song in the best Zappa tradition.

The opening track aside, this was the song that indicated to producer Wilson that this was not merely a “white blues band.” “Who Are the Brain Police?” (3:22) starts off with some really trippy reverb effects. The opening stanza sounds “normal” before the really trippy break. 55 years later, we’re still asking the exact same question.

Zappa’s vocal introduces “Go Cry On Somebody Else’s Shoulder” (3:31), which goes directly to doo-wop heaven with Collins in the lead and Estrada as boy soprano. Another Zappa love masterpiece. Zappa does the shitty spoken section.

“Motherly Love” (2:45) was a scary introduction to parents of impressionable young teens who were told (with reservation, of course) what the Mothers could do for the young ladies.

Ray Collins stars again on yet another love classic: “How Could I Be Such a Fool” (2:12). The trumpet here is magnificent. These songs could easily have been on the radio, but, well, you know, did you SEE THAT COVER?



“Wowie Zowie” (2:45) is another love song, tongue clearly in cheek. The xylophone is awesome. Zappa adds the amusing spoken funny parts. More great R&B/doo-wop.

Four love songs? Yep. “You Didn’t Try to Call Me” (3:17) is one of four songs here that also appeared in even more R&B/doo-wop versions of Cruising with Ruben and the Jets (“Is this the Mothers of Invention recording under a different name in a last ditch attempt to get their cruddy music on the radio?”). The others are “How Could I Be Such a Fool” and the next two tracks.

“Any Way the Wind Blows” (2:52): yet another take on love and break-ups. Nice guitar solo, great vibes.

The very dark tone of “I’m Not Satisfied” (2:37) is light years ahead of songs with similar themes that have emerged more recently. To wit:

Got no place to go
I’m tired of walking
Up and down the street all by myself!
No love left for me to give
I try and try
But no one wants me the way I am!

Why should I pretend I like
To roam from door to door?
Maybe I’ll just kill myself
I just don’t care no more

Because I’m not satisfied
Everything I’ve tried
I don’t like the way
Life has been abusing me

Who would care if I was gone?
I never met no one
Who’d care if I was dead and gone!
Who needs me to care for them?
Nobody needs me
Why should I just hang around?

Why should I just sit and watch
While the others smile?
I just wish that someone cared
If I was happy for a while

The vibes and percussion here indicate clearly what future Zappa albums would sound like. “You’re Probably Wondering Why I’m Here” (3:37) is amusing, for certain, and contains the first reference to “I wanna hear Caravan with a drum sola.” Very dry, sardonic lyrics, too.



However you might view Sides 1 & 2, there was no way to prepare — in 1966 — for the enormity of Sides 3 & 4. We had simply never seen or heard anything like it.

Straight out of the gate comes “Trouble Every Day” (6:16). Zappa takes lead vocal. There is no harmonica player listed on the album, but Paul Butterfield is credited with vocals. Draw your own conclusions. The guitar work is deep down dirty and nasty, the lyrics equally so. The song references the Watts riots of 1965. And, just as easily, the summer of 2020:

Well I’m about to get upset
From watchin’ my TV
Checkin’ out the news
Until my eyeballs fail to see
I mean to say that every day
Is just another rotten mess
And when it’s gonna change, my friend
Is anybody’s guess

So I’m watchin’ and I’m waitin’
Hopin’ for the best
Even think I’ll go to prayin’
Every time I hear ’em sayin’
That there’s no way to delay that trouble comin’ every day
No way to delay that trouble comin’ every day

Wednesday I watched the riot…
Seen the cops out on the street
Watched ’em throwin’ rocks and stuff
And chokin’ in the heat
Listened to reports
About the whisky passin’ ’round
Seen the smoke and fire
And the market burnin’ down
Watched while everybody
On his street would take a turn
To stomp and smash and bash and crash
And slash and bust and burn

And I’m watchin’ and I’m waitin’
Hopin’ for the best
Even think I’ll go to prayin’
Every time I hear ’em sayin’
That there’s no way to delay that trouble comin’ every day
No way to delay that trouble comin’ every day

Well, you can cool it, you can heat it
Cause, baby, I don’t need it
Take your TV tube and eat it
‘N all that phony stuff on sports
‘N all the unconfirmed reports
You know I watched that rotten box
Until my head begin to hurt
From checkin’ out the way
The newsman 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 will be the first to tell
Because the boys they got downtown
Are workin’ hard and doin’ swell
And if anybody gets the news before it hits the street
They say that no one blabs it faster
Their coverage can’t be beat
And if another woman driver
Gets machine-gunned from her seat
They’ll send some joker with a Brownie
And you’ll see it all complete

So I’m watchin’ and I’m waitin’
Hopin’ for the best
Even think I’ll go to prayin’
Every time I hear ’em sayin’
That there’s no way to delay
That trouble comin’ every day
No way to delay
That trouble comin’ every day

Hey, you know something people?
I’m not black but there’s a whole lots a times I wish I could say I’m not white

Well, I seen the fires burnin’
And the local people turnin’
On the merchants and the shops
Who used to sell their brooms and mops
And every other household item
Watched a mob just turn and bite ’em
And they say it served ’em right
Because a few of them are white
And it’s the same across the nation
Black and white discrimination
Yellin’ “You can’t understand me!”
‘N all that other jazz they hand me
In the papers and TV
And all that mass stupidity
That seems to grow more every day
Each time you hear some nitwit say
He wants to go and do you in
Cause the color of your skin
Just don’t appeal to him
(No matter if it’s black or white)
Because he’s out for blood tonight

You know we got to sit around at home
And watch this thing begin
But I bet there won’t be many live
To see it really end
‘Cause the fire in the street
Ain’t like the fire in the heart
And in the eyes of all these people
Don’t you know that this could start
On any street in any town
In any state if any clown
Decides that now’s the time to fight
For some ideal he thinks is right
And if a million more agree
There ain’t no Great Society
As it applies to you and me
Our country isn’t free
And the law refuses to see
If all that you can ever be
Is just a lousy janitor
Unless your uncle owns a store
You know that five in every four
Just won’t amount to nothin’ more
Gonna watch the rats go across the floor
And make up songs about being poor

“Blow your harmonica, son!”

That was still a blues song. What on earth was happening in “Help, I’m a Rock” (8:37)? It was originally listed as: “Help, I’m a Rock (Suite in Three Movements)”:

   I. Okay to Tap Dance
   II. In Memoriam, Edgard Varèse
   III. It Can’t Happen Here”

A pedestrian beat with solid bass line and vocals jumping in on all sides repeating the title and other comments. The second part of the song, listed as a separate title on later digital editions and the Spotify playlist below, is “It Can’t Happen Here,” percussion and vocals, then avant-garde piano over more percussion, more vocals, and more percussion.



If that was unusual, how could we begin to evaluate “The Return of the Son of Monster Magnet” (12:17)? Similar to “Help, I’m a Rock,” it was listed as 

“The Return of the Son of Monster Magnet” (Unfinished Ballet in Two Tableaux):

   I. Ritual Dance of the Child-Killer

   II. Nullis Pretii (No Commercial Potential)”

As the album cover indicates, this track “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!” It also involves all sorts of random conversations, the sort that would later appear on Lumpy Gravy and Civilization Phaze III. And of course there is Zappa at the outset speaking to Suzy Creamcheese asking her that eternal question: “Suzy Creamcheese, what’s got into ya?”


No place to start like the beginning. 55 years ago. No commercial potential.


Two 1966 concert posters:



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