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Music / Freak Out!
aka: Freak Out

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Sometimes he sings. Sometimes he talks to the audience. Sometimes there is trouble.

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 the 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.
Suzy Creamcheese, a character Zappa himself made up, from a faux letter on the back cover

Suzy Creamcheese, what's got into you?
Frank Zappa, in response to said fictitious letter

Freak Out! is the debut album by American avant-garde artist Frank Zappa and his band the Mothers of Invention, released in 1966 through Verve Records.

Freak Out! is widely considered to be one of Zappa's best albums and one of the most impressive debut albums of all time. Historically, it's important for being the second double-album in rock history, coming out just one week after Bob Dylan's Blonde on Blonde. It's also an early example of a Concept Album and was one of the main inspirations for The Beatles' Sgt. Pepper's Lonely Hearts Club Band.

Even today, the music sounds like nothing else out there. The liner notes inside the album are also worth mentioning, as they are neatly packaged to appeal to all geeks worldwide. Fan favorites are "Who Are The Brain Police?", "Trouble Every Day", "It Can't Happen Here" and "The Return Of The Son Of Monster Magnet".


LP One:

Side One
  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" (3:43)
  5. "Motherly Love" (2:50)
  6. "How Could I Be Such A Fool?" (2:16)

Side Two

  1. "Wowie Zowie" (2:55)
  2. "You Didn't Try To Call Me" (3:21)
  3. "Any Way The Wind Blows" (2:55)
  4. "I'm Not Satisfied" (2:41)
  5. "You're Probably Wondering Why I'm Here?" (3:41)

LP Two:

Side Three
  1. "Trouble Every Day" (5:53)
  2. "Help, I'm A Rock" note  (4:43)
  3. "It Can't Happen Here" (3:56)

Side Four

  1. "The Return Of The Son Of Monster Magnet" (12:22)

CD releases are on a single disc.


  • Frank Zappa: composition, conductor, vocals, guitar
  • Jimmy Carl Black: percussion, drums, vocals
  • Ray Collins: vocals, harmonica, cymbals, sound effects, tambourine, finger cymbals, bobby pin & tweezers.
  • Roy Estrada: bass, guitarron, boy soprano.
  • Elliot Ingber: alternate lead & rhythm guitar with clear white light.
  • Jeanne Vassoir: voice of Suzy Creamcheese.
  • Gene Estes: percussion
  • Eugene Di Novi, Mac Rebennack, Les McCann : piano
  • Neil Le Vang: guitar
  • John Rotella: clarinet, sax
  • Carol Kaye: 12-string guitar
  • Kurt Reher, Raymond Kelley, Paul Bergstrom, Emmet Sargeant, Joseph Saxon, Edwin V. Beach: cello
  • Arthur Maebe: French horn, tuba
  • Jim "Motorhead" Sherwood: noises
  • Kim Fowley: hypophone
  • Paul Butterfield: vocals
  • Jack Anesh: album cover design

Trope Every Day:

  • Album Title Drop: From "It Can't Happen Here":
    Who could imagine that they would freak out somewhere in Kansas?
  • All There in the Manual: The liner notes of "Freak Out!" explain biographical trivia about Zappa and his band members, relevant quotes, pictures, information about each track and a whole list with people whom influenced Zappa's music.
  • Answer Cut: "You're Probably Wondering Why I'm Here?"
    You tore a big hole in your convertible top
    What will you tell your mom and pop?
    "Mom, I tore a big hole in my convertible!"
  • Anti-Love Song: Most of the love songs on this album are parodies of the genre, like "I Ain't Got No Heart".
  • As Long as It Sounds Foreign: "Help I'm A Rock", "It Can't Happen Here" and "The Return Of The Son Of Monster Magnet" have weird exotic chants in a made-up language.
  • Badass Boast: "Motherly Love".
    The Mothers got love that will drive you mad, you best believe that's true
  • Bigger Than Jesus: In the liner notes a "noted L.A. disc jockey" has the following to say: "I’d like to clean you boys up a bit and mold you. I believe I could make you as big as the Turtles".
  • Break Up Song: "Go Cry On Somebody Else's Shoulder", "Anyway The Wind Blows", "How Could I Be Such A Fool?", "You Didn't Try To Call Me".
  • Broken Record:
    • "It Can't Happen Here."
      It can't happen heeeeeere....'
    • "The Return Of The Son Of Monster Magnet".
      America's wonderful! Wonderful, wonderful, wonderful, wonderful...
      Creamcheese! Creamcheese! Creamcheese! Creamcheese! Creeeeeeeeeeeaaaaaaaaaaaaammmmmmcheeeeeeeeeeesssssseeeeeee!
  • Call-Back:
    • The middle part of "Who Are The Brain Police?" later reappears in "Help, I'm A Rock".
    • "It Can't Happen Here" ends with questions asked to Suzy Creamcheese. The next track, "The Return Of The Son Of Monster Magnet", starts with another question addressed to her.
  • Capitalism Is Bad: Consumerism is criticized in "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
    (...) Those hungry freaks, daddy!
    They won't go for no more
    Great mid-western hardware store
  • Concept Album: The songs are accompanied by very specific liner notes which give the listener insight in the lyrics and the inspiration behind the zanyness. The album is often considered the first rock concept album (if The Beach Boys' Pet Sounds, which came out a month before it, isn'tnote ), so it could be listed as the Ur-Example, Trope Maker, and/or Trope Codifier.
  • The Conscience: This exchange takes place at the beginning of "The Return Of The Son Of Monster Magnet":
    Zappa: Suzy?
    Suzy: Yes?
    Zappa: Suzy Creamcheese?
    Suzy: Yes.
    Zappa: This is the voice of your conscience, baby.
  • Continuity Nod:
    • "Who Are The Brain Police" mentions plastic people and chrome, things Zappa would regularly reference in his work. "You're Probably Wondering Why I'm Here" and "It Can't Happen Here" also mention plastic.
    • Suzy Creamcheese would have cameos on later Zappa albums, such as Absolutely Free, We're Only in It for the Money and Uncle Meat.
    • "You're Probably Wondering Why I'm Here" talks about "women painting their faces", another phrase that Zappa would re-use in his conceptual continuity.
    • The line "we'll bite your neck" in "Motherly Love" would be revisited on Absolutely Free during the song "Duke Of Prunes" and "Brown Shoes Don't Make It".
    • TV dinner and a swimming pool in "It Can't Happen Here" are referenced once more during "Brown Shoes Don't Make It" on Absolutely Free.
    • Criticism of high school would occur regularly in Zappa's lyrics: "Prelude to King Kong" (Uncle Meat), "Wind Up Workin' In A Gas Station" (Zoot Allures),...
    • "Caravan with a drum solo" is mentioned again in "America Drinks & Goes Home" on Absolutely Free.
    • "Wowie Zowie" would be referenced again on Uncle Meat (1968), after the line: "My name is Ian Underwood and I'm the straight member of the group." The refrain "up and down my spine" would also reappear in "Cheap Thrills" on Cruising with Ruben & the Jets (1968).
    • "How Could I Be Such A Fool", "I'm Not Satisfied", "Anyway The Wind Blows" and "You Didn't Try To Call Me" would be sang and arranged in different versions of Zappa's Cruising with Ruben & the Jets (1968).
    • The line "Blow your harmonica, son", a reference to Lightnin' Slim, would be uttered again during "Prelude To The Afternoon Of A Sexually Aroused Gas Mask" on Weasels Ripped My Flesh (1970).
    • "It Can't Happen Here" would be quoted again near the end of "The Legend of The Illinois Enema Bandit" on Zappa in New York (1977).
    • "The Return Of The Son Of Monster Magnet'' is the first Zappa track featuring monster movie imagery.
    • The final line "Leave my nose alone, please" in "The Return Of The Son Of Monster Magnet" would also be the final line on the album You Are What You Is (1981).
    • Freak Out! is also the first album where Zappa prints the quote "The present-day composer refuses to die" by his idol Edgard Varèse in the liner notes.
  • Department of Redundancy Department: "Wowie Zowie":
    I dream of you each morning
    I dream of you each night
    Just the other night I got so shook up
    I had a flash in the afternoon
  • Distinct Double Album: The album was one of the first rock double albums in history, and may have in fact been the first.note  It features parodies of love songs on the first record and political commentary and complete zany mayhem on the second record.
  • Doowop Progression: "Go Cry On Somebody Else's Shoulder" follows this pattern.
  • Dreaming of Things to Come: Zappa claimed to have dreamed the lyrics to "Who Are The Brain Police?"
  • Electronic Speech Impediment: "The Return Of The Son Of Monster Magnet" has sped up comedic voices.
  • Epic Rocking: "The Return Of The Son Of Monster Magnet" is over 12 minutes long.
  • Excited Episode Title!: "Freak Out!"
  • Freak Out and Freaky Is Cool: Well, duh!
  • Genre Roulette: Rock, Doo-wop and modern Classical Music.
  • Hairy Girl: "Wowie Zowie"
    Baby you're so neat
    I don't even care if you shave your legs
  • Help, I'm Stuck!: "Help, I'm A Rock".
    Help, I'm a rock
    Help, I'm a rock
  • He's Back!: "The Return Of The Son Of Monster Magnet".
  • High-School Rejects: "Hungry Freaks, Daddy".
    Mister America, walk on by
    Your schools that do not teach
    Mister America, walk on by
    The minds that won't be reached
  • Homage: The second movement of "The Return Of The Son Of Monster Magnet" was titled "In memoriam Edgar Varèse", to the composer who was Zappa's main inspiration.
  • "I Am" Song: "I'm Not Satisfied", "Help I'm a Rock", and "You're Probably Wondering Why I'm Here".
  • Iconic Song Request: Frank Zappa once heard someone request "Caravan" by Duke Ellington, but "with a drum solo". He referenced this bizarre request in "You're Probably Wondering Why I'm Here" and would do so again on "America Drinks And Goes Home" on Absolutely Free.
  • Inner Monologue: Zappa acts as Suzy Creamcheese's conscience at the start of "The Return Of The Son Of Monster Magnet".
  • Jump Scare: The sudden scream that occurs 1:27 minutes into "Who Are The Brain Police".
  • Kazoos Mean Silliness: Kazoos are used on a few songs to comic or satiric effect, most notably on "You're Probably Wondering Why I'm Here" and "Hungry Freaks, Daddy."
  • Kent Brockman News: Sarcastically lamblasted in "Trouble Every Day" (see also News Monopoly).
  • Lamp Shade Hanging: "You're Probably Wondering Why I'm Here".
    Not that it makes one heck of a difference to you
  • Last Note Nightmare:
    • "Who Are The Brain Police?" ends in a slowly speeding up drone.
    • Towards the end of "I Ain't Got No Heart", a Vomit Chain Reaction briefly takes place before the song ends with a symphonic fanfare.
  • Listeners Are Geniuses: Zappa aimed at a very eccentric and/or intellectual demographic with this album.
  • List Song: "It Can't Happen Here" asks "Who could imagine that they would freak out in...?" and lists Kansas, Minnesota and Washington, D.C.
  • Longest Song Goes Last: The album closes with "The Return of the Son of Monster Magnet" (12:22).
  • Manly Tears: "You Didn't Try To Call Me", takes this up to eleven.
  • My Country Tis of Thee That I Sting:
    • "Hungry Freaks, Daddy"
      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
    • "Trouble Every Day", a criticism of the race riots that were frequently in the news during the 1960s and the way the media sensationalized them.
      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 me
      Our country isn't free
    • "The Return Of The Son Of Monster Magnet"
      America's wonderful! Wonderful, wonderful, wonderful, wonderful, wonderful, it really makes it!
  • News Monopoly: "Trouble Every Day"
    They say that: If the place blows up
    They'll be the first to tell
    Because the boys they got downtown
    Are doing hard and doing swell
    And if anyone gets the news before it hits the street
    They say that no-one blabs it faster
    Their coverage can't be beat
  • Non Sequitur: From "Go Cry On Somebody Else's Shoulder":
    You cheated me, baby
    And told some dirty lies about me
    Ran around with all those other guys
    That's why I have to get my khakis pressed
  • The Not-Remix: Like many Zappa albums, Freak Out received some extra production embellishments when it was first reissued on CD via Rykodisc, largely to re-center the audio (the 1966 stereo release simply followed the trend of having half of everything on one channel and the other half on the other); this remix has since been standard for all releases save for the limited edition The MOFO Project/Object release in 2006. While the remix doesn't deviate too much from the original 1966 release and is overall considered decent enough by Zappa fans (especially for those who dislike pre-70's stereo mixing), most prefer the original.
  • Police Brutality:
    • "Who Are The Brain Police?", naturally.
    • "Help I'm A Rock"
      Help, I'm a cop! Help, I'm a cop!
    • "Trouble 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
  • Progressive Rock: More progressive than progressive rock itself.
  • Properly Paranoid: "Who Are The Brain Police?"
    I think I'm gonna die...
  • Protest Song: Virtually all of the songs reject American government and society.
  • Pun-Based Title: "Motherly Love", which references the band's name, the Mothers of Invention.
  • Questioning Title?: "Who Are The Brain Police?", "How Could I Be Such A Fool?"
  • Real Life Writes the Plot: "Trouble Every Day" was directly inspired by the Watts Riots, which was notable for being the biggest period of civil unrest in Los Angeles before the 1992 riots.
  • Refuge In Unmitigated Audacity: It was unheard of for an unknown rock group to release a double album at the time Freak Out! appeared, and by some accounts, it's the first rock double album of any kind. The fact that Tom Wilsonnote  produced it probably helped the group's fortunes a lot. Wilson had, by that point, gotten the kind of stature that basically meant any act he produced could do pretty much anything they wanted, as long as he signed off on it (which he usually did— he was a smart enough producer to trust his artists' instincts). Zappa found out late in the recording sessions that Wilson was high on LSD during their time together, which also explains why the Mothers got away with as much as they did on this album.
  • Ripped from the Headlines: "Trouble Every Day" was inspired by the race riots in Watts, Los Angeles in 1966.
  • Real Life Writes the Plot: During one of their concerts, Zappa actually heard somebody request "Caravan" by Duke Ellington, but "with a drum solo." He used this line in "You're Probably Wondering Why I'm Here".
  • Screw This, I'm Outta Here: "I'm Not Satisfied".
    I'm not satisfied
    Everything I've tried
    I don't like the way
    Life has been abusing me
  • Self-Deprecation:
    • In the liner notes, Zappa writes:
      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.
    • "You're Probably Wondering Why I'm Here":
      But maybe that's not for me to say
      They only pay me here to play
  • Shout-Out:
  • Speech Bubbles: Used on the front and back cover.
  • Spoken Word in Music: During the fade-out of "You Didn't Try To Call Me", the protagonist complains how his girlfriend didn't call him in a rant that gets more ridiculous with each line.
  • Sucky School: "Hungry Freaks, Daddy" attacks the American education system, Zappa being pro-autodidact. The liner notes to this specific song also have this call to arms: "Drop out of school before your mind rots from exposure to our mediocre educational system. Forget bout 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."
  • Take That!:
    • This album attacks the American government, education system, consumerist society, the flag salute, the general conformist public, television, race riots and sappy love songs.
    • "Trouble Every Day" attacks racism, politics, mass media and especially the protest singers of the day:
      You know that five out of any four
      Just won't amount to nothing more
      Than watch the rats go across the floor
      And make up songs about being poor
    • Lyndon Johnson 's plans for a "great society" are sarcastically denounced twice in "Hungry Freaks, Daddy" and "Trouble Every Day".
    • Take That, Audience!: The liner notes mention the Mothers' closing message to tourists at the Hollywood Whiskey A-Go-Go: "If your children ever find out how lame you really are, they'll murder you in your sleep."
  • Vomit Chain Reaction: "I Ain't Got No Heart" has one near the end.
  • Wham Line: "Trouble Every Day"
    Hey, you know something, people? I'm not black, but there's a whole lotsa times I wish I could say I'm not white.

Alternative Title(s): Freak Out