- "five-five-FIVE" (2:25)
- "Hog Heaven" (2:49)
- "Shut Up 'N' Play Yer Guitar" (5:38)
- "While You Were Out" (6:00)
- "Treacherous Cretins" (5:34)
- "Heavy Duty Judy" (4:42)
- "Soup 'N' Old Clothes" (7:53)
- "Variations On The Carlos Santana Secret Chord Progression" (3:58)
- "Gee, I Like Your Pants" (2:35)
- "Canarsie" (6:05)
- "Ship Ahoy" (5:20)
- "The Deathless Horsie" (6:20)
- "Shut Up 'N' Play Yer Guitar Some More" (6:53)
- "Pink Napkins" (4:38)
- "Beat It With Your Fist" (1:58)
- "Return Of The Son Of Shut Up 'N' Play Yer Guitar" (8:30)
- "Pinocchio's Furniture" (2:05)
- "Why Johnny Can't Read" (4:15)
- "Stucco Holmes" (9:08)
- "Canard Du Jour" (9:57)
- Frank Zappa: guitar, bouzouki
- Denny Walley, Ike Willis, Steve Vai, Ray White: rhythm guitar
- Warren Cuccurullo: rhythm guitar, electric sitar
- Tommy Mars, Peter Wolf, Andre Lewis, Eddie Jobson, Steve Vai, and Bob Harris: keyboards
- Ed Mann: percussion
- Arthur Barrow, Roy Estrada: bass
- Roy Estrada: vocals
- Jean-Luc Ponty: baritone violin
- Vinnie Colaiuta, Terry Bozzio: drums
- Terry Bozzio and Patrick O' Hearn: additional dialogues.
- Alliterative Title: "Five-Five-Five", "Hog Heaven"
- Continuity Nod:
- "Pink Napkins" is a variation on "Black Napkins" from Zoot Allures (1976).
- "While You Were Out" would later have a track on Jazz from Hell based on it: "While You Were Art II".
- "Beat It With You Fist" contains a dialogue outtake from Lumpy Gravy.
- "Shut Up 'N' Play Yer Guitar" is followed by "Return Of The Son Of Shut Up 'N' Play Yer Guitar" and "Shut Up 'N' Play Yer Guitar Some More".
- "Heavy Duty Judy" was performed live again on The Best Band You Never Heard in Your Life (1991).
- Most of the dialogues we hear throughout the album would reappear on Läther (1993).
- Corpsing: "While You Were Out" ends in laughter.
- Depraved Dwarf: "Treacherous Cretins".
- Distinct Double Album: Back in 1981 the albums were released as three separate records. Since the 1990s all of them are available on one double CD set.
- Face on the Cover: Zappa posing with his guitar.
- Gratuitous French: "Canard Du Jour", which means "Duck of the Day". Knowing Zappa the Merriam-Webster English meaning of " a false or unfounded report or story; especially : a fabricated report" was probably intended as well.
- Instrumental: All tracks are guitar solos. Here and there we hear some humorous dialogues or exclamations.
- Long Title: "Shut Up And Play Your Guitar", "Return Of The Son Of Shut Up 'N Play Yer Guitar", "Shut Up 'N' Play Yer Guitar Some More", "Variations On The Carlos Santana Secret Chord Progression".
- New Sound Album: No other guitarist had ever released a three album set with nothing but guitar solos.
- One Dialogue, Two Conversations: The dialogues often make no sense, because they appear out of context.
- Punctuated! For! Emphasis!: "five-five-FIVE".
- "Variations On The Carlos Santana Secret Chord Progression" is a shout-out to Carlos Santana.
- "Pinocchio's Furniture" references Pinocchio. The character was referenced earlier during "Billy The Mountain" from Just Another Band from L.A..
- "Why Johnny Can't Read" is a nod to the book of the same title by Rudolf Flesch, criticizing the then popular educational method of teaching children to read by sight ("the look-say method"). According to Flesch it required learners to memorize words by sight, so when they were confronted with an unknown word they didn't recognize it. Therefore Flesch advocated a return to the phonic method, where learners teach via sound out words. The track als quotes from the traditional song "Shortnin' Bread".
- Spiritual Successor: Zappa's later album Guitar (1988) is also full with guitar solos. The posthumous album "Trance-Fusion" (2006) too.
- Studio Chatter: All throughout the album we can hear various humorous dialogues between band members, usually at the end of a track. For example:Terry Bozzio: It's gone!
Patrick O'Hearn: What, your talent for sucking?
- Title Track: "Shut Up 'N' Play Yer Guitar".
Bozzio: God, that was really beautiful . . .
O'Hearn: Ha-uh . . .