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Freak Out!

Freak Out!
Studio album by The Mothers of Invention
Released June 27, 1966 (1966-06-27)
Recorded March 8 – 12, 1966 at
Sunset-Highland Studios of T.T.G. Inc
in Hollywood California
Genre Rock, experimental, avant-garde, doo-wop, spoken word
Length 60:55
Label Verve
Producer Tom Wilson
Frank Zappa chronology
Freak Out!
Absolutely Free
Singles from Freak Out!
  1. "How Could I Be Such a Fool? /
    Help, I'm a Rock
    (Third Movement:
    It Can't Happen Here)"

    Released: 1966
  2. "Trouble Comin' Every Day /
    Who Are the Brain Police?"

    Released: 1966
  3. "Motherly Love / I Ain't Got No Heart"
    Released: 1968 (Japan only)
Back cover
Featuring a "letter" from Suzy Creamcheese

Freak Out! is the debut album by American band The Mothers of Invention, released June 27, 1966 on Verve Records. Often cited as one of rock music's first concept albums, the album is a satirical expression of frontman Frank Zappa's perception of American pop culture. It was also one of the earliest double albums in rock music (although Bob Dylan's Blonde on Blonde preceded it by a week), and the first 2-record debut. In the UK the album was originally released as a single disc.

The album was produced by Tom Wilson, who signed The Mothers, formerly a bar band called the Soul Giants. Zappa said many years later that Wilson signed the group to a record deal in the belief that they were a white blues band.[1][2] The album features Zappa on vocals and guitar, along with lead vocalist/tambourine player Ray Collins, bass player/vocalist Roy Estrada, drummer/vocalist Jimmy Carl Black and guitar player Elliot Ingber, who would later join Captain Beefheart's Magic Band under the name Winged Eel Fingerling.[3][4]

The band's original repertoire consisted of rhythm and blues covers; though after Zappa joined the band he encouraged them to play his own original material, and the name was changed to The Mothers.[5] The musical content of Freak Out! ranges from rhythm and blues, doo-wop[6] and standard blues-influenced rock to orchestral arrangements and avant-garde sound collages. Although the album was initially poorly received in the United States, it was a success in Europe. It gained a cult following in America, where it continued to sell in substantial quantities until it was discontinued in the early 1970s.

In 1999, it was honored with the Grammy Hall of Fame Award,[7] and in 2003, Rolling Stone ranked it among the "500 Greatest Albums of All Time."[8] In 2006, The MOFO Project/Object, an audio documentary on the making of the album, was released in honor of its 40th anniversary.[9][10] This is Official Release #1.


  • Background 1
  • Recording 2
  • Release 3
  • Response 4
  • Track listing 5
  • Credits 6
  • Charts 7
  • References 8


In the early 1960s, Zappa met Ray Collins. Collins supported himself by working as a carpenter, and on weekends sang with a group called the Soul Giants. Collins got into a fight with their guitar player, who quit, leaving the band in need of a substitute, and Zappa filled in.[1][11] The Soul Giants' repertoire originally consisted of R&B covers; though after Zappa joined the band he encouraged them to play his own original material and try to get a record contract.[5] While most of the band members liked the idea, then-leader and saxophone player Davy Coronado felt that performing original material would cost them bookings, and quit the band.[1][2] The Soul Giants became the Mothers and Zappa took over leadership of the band.[1]

The group moved to Los Angeles in early 1965 after Zappa got them a management contract with Herb Cohen. They gained steady work at clubs along the Sunset Strip. MGM staff producer Tom Wilson offered the band a record deal on the Verve Records division in early 1966. He had heard of their growing reputation but had seen them perform only one song, "Trouble Every Day", which concerned the Watts riots.[11] According to Zappa, this led Wilson to believe that they were a "white blues band."[1][2] The group signed their contract on March 1, 1966 and quickly began work on their first album.This would have made them a part of the "white blues band" trend, initiated in 1965 with the debut of The Paul Butterfield Blues Band from Chicago and the 1966 debut of the Blues Project from New York City.


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The first two songs recorded for the album were "Any Way The Wind Blows" and "Who Are the Brain Police?"[1][11] When Tom Wilson heard the latter, he realized that The Mothers were not merely a blues band. In The Real Frank Zappa Book, Zappa wrote "I could see through the window that he was scrambling toward the phone to call his boss—probably saying: 'Well, uh, not exactly a "white blues band," but...sort of.'"[1] In a 1968 article written for Hit Parader magazine, Zappa wrote that when Wilson heard these songs, "he was so impressed he got on the phone and called New York, and as a result I got a more or less unlimited budget to do this monstrosity."[11] Freak Out! is an early example of the concept album, a sardonic farce about rock music and America. "All the songs on it were about something," Zappa wrote in The Real Frank Zappa Book. "It wasn't as if we had a hit single and we needed to build some filler around it. Each tune had a function within an overall satirical concept."[1]

If you were to graphically analyze the different types of directions of all the songs in the Freak Out! album, there's a little something in there for everybody. At least one piece of material is slanted for every type of social orientation within our consumer group, which happens to be six to eighty. Because we got people that like what we do, from kids six years old screaming on us to play "Wowie Zowie." Like I meet executives doing this and that, and they say, 'My kid's got the record, and 'Wowie Zowies their favorite song."[12]

The album was recorded at TTG Studios at the corner of Sunset and Highland in Hollywood, California, between March 9 and March 12, 1966.[13] Some songs, such as "Motherly Love" and "I Ain't Got No Heart" had already been recorded before the Freak Out! sessions. These early recordings, said to have been made around 1965,[13] were not officially released until 2004, when they appeared on the posthumous Zappa album Joe's Corsage. An early version of the song "Any Way The Wind Blows," recorded in 1963,[14] appears on another posthumous release, The Lost Episodes. The song was written when Zappa considered divorcing first wife Kay Sherman.[14][15] In the liner notes for Freak Out!, Zappa wrote "If I had never gotten divorced, this piece of trivial nonsense would never have been recorded."[15]

Frank Zappa in the recording studio.

Tom Wilson became more enthusiastic as the sessions continued. In the middle of the week of recording, Zappa told him "I would like to rent $500 worth of percussion equipment for a session that starts at midnight on Friday and I want to bring all the freaks from Sunset Boulevard into the studio to do something special." Wilson agreed. The material was worked into "The Return of the Son of Monster Magnet".[1] In a November 1967 radio interview (posthumously included as part of the 2006 MOFO album), Zappa is heard complaining that the version of "Monster Magnet" released on Freak Out! was in fact an unfinished piece; the percussion track was intended to serve as the foundation for an even more complex piece, but MGM refused to approve the studio time needed to record the intended overdubs that would have complete the composition, and so it was released (to Zappa's great dissatisfaction) in this unfinished form.[15][16]

Zappa later found out that when the material was recorded, Wilson had taken LSD. "I've tried to imagine what [Wilson] must have been thinking," Zappa recounted, "sitting in that control room, listening to all that weird shit coming out of the speakers, and being responsible for telling the engineer, Ami Hadani (who was not on acid), what to do."[1] By the time Freak Out! was edited and shaped into an album, Wilson had spent $25–35,000 of MGM's money.[1] In Hit Parader magazine, Zappa wrote that "Wilson was sticking his neck out. He laid his job on the line by producing the album. MGM felt that they had spent too much money on the album."[11]

The label requested that two lines be removed from the "It Can't Happen Here" section of "Help, I'm a Rock," (a song dedicated to Elvis Presley)[15][17] both of which had been interpreted by MGM executives to be drug references. However, the label either had no objections to, or else did not notice, a sped-up recording of Zappa shouting the word "fuck" after accidentally smashing his finger,[18] occurring at 11 minutes and 36 seconds into "The Return of the Son of Monster Magnet". On the 1995 compact disc issue of the album, "Help, I'm a Rock" and "It Can't Happen Here" were indexed as separate tracks, as "It Can't Happen Here" had been on the 1969 vinyl compilation "Mothermania."[19]

MGM also told Zappa that the band would have to change their name, claiming that no DJ would play a record on the air by a group called "The Mothers."[1][20] the time, it was, you know, if you were a good musician, you were a motherfucker, and Mothers was short for collection of motherfuckers. And actually, it was kind of presumptuous to name the band that, because we weren't that good musicians, we were...But by bar-band standards in the area, we were light-years ahead of our competition, but in terms of real musicianship, I just suppose we were right down there in the swamp.[2]
— Frank Zappa


The Mothers of Invention in 1966 (with Carl Franzoni, third from right.)

Freak Out! was released June 27, 1966 with the band's name changed to The Mothers of Invention, a name Zappa chose in favor of MGM's original suggested name, "The Mothers Auxiliary."[21] The album's back cover included a "letter" from Zappa-created fictional character Suzy Creamcheese (who also appears on the album itself), which read:

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.[22]

Because the text was printed in a typeface resembling typewriter lettering, some people thought that Suzy Creamcheese was real, and many listeners expected to see her in concert performances. Because of this, it was decided that "it would be best to bring along a Suzy Creamcheese replica who would demonstrate once and for all the veracity of such a beast."[23] Because the original voice of Suzy Creamcheese, Jeannie Vassoir, was unavailable, Pamela Lee Zarubica took over the part.[23]

Early US pressings of the album included a blurb for a "Freak Out Hot Spots!" map. Inside the gatefold jacket the small ad was aimed at people coming to visit Los Angeles and it listed several famous restaurants and clubs including Canter's and The Whiskey A Go-Go. The ad also claimed information concerning police arrests. It states: "Also shows where the heat has been busting frequently, with tips on safety in police terror situations". Those interested in the map were instructed to send $1.00 to MGM Records c/o 1540 Broadway NY. NY. address. The phony map blurb was not included on later pressings but was removed and the space was left blank.,[19] It was eventually reprinted and included with The MOFO Project/Object, a four-disc audio documentary on the making of the album, released posthumously by the Zappa Family Trust in 2006.[9][10]


Professional ratings
Review scores
Source Rating
Allmusic [24]
The Daily Vault (B)[25]
Los Angeles Times (unfavorable)[26]
Q [27]
Yahoo! Music (favorable)[28]

Though it reached #130 on the Billboard chart,[29] Freak Out! was neither a major commercial nor critical success when it was first released in the United States.[2] Many listeners were convinced that the album was drug-inspired,[1] and interpreted the album's title as slang for a bad LSD trip. The album made the Mothers of Invention immediate underground darlings with a strong counter-cultural following.[30] In The Real Frank Zappa Book, Zappa quotes a negative review of the album by Pete Johnson of the Los Angeles Times, who wrote:

I guess you might call it surrealistic paintings set to music. Not content to record just two sides of musical gibberish, the MOI devote four full sides to their type of 'artistry.' If anyone owns this album, perhaps he can tell me what in hell is going on...The Mothers of Invention, a talented but warped quintet, have fathered an album poetically entitled Freak Out, which could be the greatest stimulus to the aspirin industry since the income tax.[26]

However the album did develop a major cult following in the US by the time MGM/Verve had been merged into a division of PolyGram in 1972. At that time many MGM/Verve releases including Freak Out! were prematurely deleted in an attempt to keep the struggling company financially solvent. Zappa had already moved on to his own companies Bizarre Records and Straight Records which were distributed by Warner Bros. Records. Freak Out! was initially more successful in Europe and quickly influenced many English rock musicians.[18] According to David Fricke, the album was a major influence on The Beatles' Sgt. Pepper's Lonely Hearts Club Band.[31] Paul McCartney regarded Sgt. Pepper's Lonely Hearts Club Band as The Beatles' Freak Out![32] However, Zappa criticized the Beatles, as he felt they were "only in it for the money".[33]

Freak Out! was honored with the Grammy Hall of Fame Award in 1999,[7] ranked at number 243 on Rolling Stone magazine's list of the "500 Greatest Albums of All Time" in 2003,[8] and featured in the 2006 book 1001 Albums You Must Hear Before You Die.[34] The album was named as one of Classic Rock magazine's "50 Albums That Built Prog Rock".[35]

Track listing

All songs written and composed by Frank Zappa except where noted. 

Side one
No. Title Writer(s) Length
1. "Hungry Freaks, Daddy"     3:32
2. "I Ain't Got No Heart"     2:34
3. "Who Are the Brain Police?"     3:25
4. "Go Cry on Somebody Else's Shoulder[6]"   Frank Zappa and Ray Collins 3:43
5. "Motherly Love"     2:50
6. "How Could I Be Such a Fool"     2:16
Side two
No. Title Length
7. "Wowie Zowie"   2:55
8. "You Didn't Try to Call Me"   3:21
9. "Any Way the Wind Blows"   2:55
10. "I'm Not Satisfied"   2:41
11. "You're Probably Wondering Why I'm Here"   3:41
Side three
No. Title Length
12. "Trouble Every Day"   5:53
13. "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"  
Side four
No. Title Length
14. "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)"  
Total length:

On the 1995 and 2012 CD releases, "Help, I'm a Rock" is credited as two tracks: "Help, I'm a Rock" (4:43) and "It Can't Happen Here" (3:57)


The Mothers of Invention
The Mothers' Auxiliary
  • Producer: Tom Wilson
  • Engineering director: Val Valentin
  • Engineers: Ami, Tom, Val Valentin
  • Assistant: Eugene Dinovi, Neil Levang, Vito, Ken Watson
  • Musical director: Frank Zappa
  • Orchestration: Frank Zappa
  • Arranger: Frank Zappa
  • Cover design: Jack Anesh
  • Hair stylist: Ray Collins


Year Chart Position
1967 Billboard Pop Albums 130[29]


  1. ^ a b c d e f g h i j k l m Zappa, Frank; Occhiogrosso, Peter (1989). The Real Frank Zappa Book. New York: Poseidon Press. pp. 65–80.  
  2. ^ a b c d e Leigh, Nigel. Interview with Frank Zappa for BBC Late Show. UMRK, LA. March, 1993.
  3. ^ "Elliot Ingber info". United Mutations. Retrieved 2007-02-22. 
  4. ^ "FZ Musicians & Collaborators H-L: Elliot Ingber (Winged Eel Fingerling)". Information Is Not Knowledge. Retrieved 2007-02-22. 
  5. ^ a b Billy James, , page 23Necessity Is . . .: The Early Years of Frank Zappa and the Mothers of Invention. SAF Publishing Ltd, 2002, ISBN 0946719519. 2002-10-01.  
  6. ^ a b  
  7. ^ a b "GRAMMY Hall Of Fame Awards". Retrieved 2007-03-20. 
  8. ^ a b "500 Greatest Albums of All Time".  
  9. ^ a b Zappa, Frank. The MOFO Project/Object. ZR 20004.
  10. ^ a b "MoFo: The Making of Freak Out!"Vinyl Vs. CDs: . The Zappa Patio. Retrieved 2007-01-20. 
  11. ^ a b c d e Zappa, Frank (June 1968). "The Incredible History Of The Mothers". Hit Parader. Retrieved 2007-02-09. 
  12. ^ Eisen, Jonathan. The Age of Rock: Sounds of the American Cultural Revolution. Random House Inc.  
  13. ^ a b "FZ chronology: 1965–1969: The Mothers of Invention". Information Is Not Knowledge. Retrieved 2007-02-08. 
  14. ^ a b The Lost Episodes. Liner notes. RCD 40573.
  15. ^ a b c d Zappa, Frank. Freak Out! Liner notes. V/V6-5005-2.
  16. ^ Zappa, Frank. Radio appearance. WDET, Detroit, MI. November 13, 1967.
  17. ^ Shelton, Robert (December 25, 1966). "Son of Suzy Creamcheese".  
  18. ^ a b Biberfeld, Matty. Interview with Frank Zappa. WRVR, New York City, NY. Summer, 1967.
  19. ^ a b "Freak Out!"Vinyl Vs. CDs: . The Zappa Patio. Retrieved 2007-01-20. 
  20. ^ "Interview".  
  21. ^ Zappa, Frank (Unknown date). , VR 20041)"Joe's CorsagePretty Pat" (Interview excerpted on "". Retrieved 2007-02-07. 
  22. ^ Zappa, Frank. Freak Out! Back cover. V/V6-5005-2.
  23. ^ a b Zappa, Frank. Interview. KBEY-FM, Kansas City, MO. October 22, 1971.
  24. ^ Huey, Steve. "Freak Out!"Review: .  
  25. ^ Thelen, Christopher. "Freak Out!"Review: . Daily Vault. Retrieved 13 June 2009. 
  26. ^ a b Johnson, Pete (1966-07-10). "Popular Record: Pass Aspirin, Please".  
  27. ^ "Review: Freak Out!".  
  28. ^ Walls, Richard C. "Freak Out!"Review: .  
  29. ^ a b "Freak Out!"Chart & Awards for .  
  30. ^ Zappa, Frank. Interview. Mixed Media, Detroit, MI November 13, 1967.
  31. ^ Fricke, David (2006).  
  32. ^ MacDonald, Iain (1994). Revolution in the Head: The Beatles' Records and the Sixties, p. 171.
  33. ^ Fricke, David (2008).  
  34. ^ Robert Dimery, ed. (2006). 1001 Albums You Must Hear Before You Die. Universe.  
  35. ^ Classic Rock magazine, July 2010, Issue 146.
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