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Music / Sleep Dirt

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Sleep Dirt is a 1978 album by Frank Zappa, best remembered for "Regyptian Strut", "Filthy Habits" and "The Ocean Is The Ultimate Solution"

However, at the time, just like Studio Tan (1978) and Orchestral Favorites (1979), the album was released by his label Warner Brothers without Zappa's permission. The company had indulged in Executive Meddling on Zappa in New York (1977) and re-released the album in a censored version, which prompted Zappa to sue both Warners and his former manager Herb Cohen for contract violation. As a result Warners froze all of Zappa's production temporarily, while he was forced to continue touring as it was the only way to make new money. To add insult to injury Warners released all these three albums as separate records, while Zappa intended them to appear on a quadruple album (eventually released as 3 CDs) Läther. Not only was this done without his permission, but there were no liner notes or art work prepared, causing the musicians to remain uncredited. Comic strip artist Gary Panter was brought in to design the album cover and sleeve art, without being informed of all this backstabbing.

Meanwhile Zappa provided a Take That! against Warners by bringing all the tracks from these albums to a local radio station and broadcasting them live on air for his fans to tape and bootleg. Luckily he would eventually win his lawsuit and become owner of his entire catalogue. The CD versions of Studio Tan, Sleep Dirt and Orchestral Favorites give the musicians proper credit, but after Zappa's death most of the material was also made available on the album he originally intended it for: Läther (1996).


Side 1
  1. "Filthy Habits" (7:33)
  2. "Flambay" (5:02)
  3. "Spider Of Destiny" (2:54)
  4. "Regyptian Strut" (4:15)

Side 2

  1. "Time Is Money" (2:52)
  2. "Sleep Dirt" (3:20)
  3. "The Ocean Is The Ultimate Solution" (13:20)


  • Frank Zappa: guitar, keyboards
  • Dave Parlato: bass
  • Terry Bozzio: drums
  • George Duke: keyboards
  • Patrick O'Hearn: bass
  • Ruth Underwood: percussion
  • Chester Thompson: drums
  • Chad Wackerman: drum overdubs on CD
  • Thana Harris: vocals overdubs on CD
  • Bruce Fowler and James Youman: brass

Regyptian Tropes

  • All Girls Want Bad Boys: "Flambay", a love song to a Giant Spider who is "crude", "not smart or handsome", makes a mess in his room and produces a lot of "spider drool", yet he "thrilled me, when he drilled me".
  • B-Movie: The songs on this album are all lifted from a story written by Zappa with B-movie imagery.
  • Call-Back and Continuity Nod:
    • The album was originally going to be called Hot Rats III.
    • "Flambay", "Spider Of Destiny" and "Time Is Money" were originally written for a never produced or staged musical called "Hunchentoot". Zappa intended it to be about a Giant Spider, tying in with his love for B-movies which he referenced a lot on his albums. In the last years of his life he tried to make it as a movie with Terry Gilliam and later the crew from Mystery Science Theater 3000, but his death cancelled those plans. Another reference to monster movies can be found on the album cover, which portrays the monster Hedorah from Godzilla vs. Hedorah (1971).
    • "Spider Of Destiny", "Time Is Money" and "Flambay" appear on Läther (1996), but without lyrics. "The Ocean Is The Ultimate Solution" is also available on "Läther", but in a shorter version.
    • "Time Is Money" describes the queen flying in space on her "Couch-In-The-Sky", which is a call back to "Sofa" from One Size Fits All (1975)
    • "Sleep Dirt" references the same kind of biological phenomenon described in "Zomby Woof" from Over-Nite Sensation (1973).
  • The Chosen One: "Spider Of Destiny", who must "heed the call of cosmo-biology" and devour and crush all the earth people "for the conquest of Earth and the Moon and the stars and the space in between, all the comets and stars".
  • Epic Rocking: The 7:33 "Filthy Habits" and the 13:20 "The Ocean Is The Ultimate Solution".
  • Fake-Out Fade-Out: At a certain point "The Ocean Is The Ultimate Solution" seems to have ended, but then it goes on for a full work-out.
  • Giant Spider: "Flambay", "Spider Of Destiny" and "Time Is Money" were lifted from a Zappa musical, "Hunchentoot", about a giant B-movie spider. In the context of the play the songs are sung by Drakma, "Queen of Comsik Greed", who tries to conquer Earth and the Universe with the help of her lover Hunchentoot, a colossal spider who is her Sex Slave.
  • I'm a Humanitarian: "Spider Of Destiny"
    Eat the earth people, eat them and chew them and brutally
    Stomp on the rest of what’s left and then report to me
  • Instrumental: On the original 1979 LP all tracks were instrumental, making this Zappa's first completely instrumental album, but the CD re-release only kept "Regyptian Strut", "The Ocean Is The Ultimate Solution", "Filthy Habits" and "Sleep Dirt" that way. The remaining three tracks were given vocal arrangements.
  • Monster Fan Girl: Within the context of "Flambay" Queen Drakma loves her monster spider.
    I don't mind if you're unkind, 'cause spiders rule
  • One-Word Title: "Flambay".
  • The Power of Love: "Flambay", where the female singer loves a giant spider despite the creature being repulsive, crude and stupid.
    Yes you are real cool
    With those little webs you spool
    And all your spider drool
    Oh, let me float in your pool
  • Repurposed Pop Song: The three tracks with lyrics were all intended for a musical, but they were added on this album out of context.
  • Remix Album: The CD rerelease added vocals to three tracks, and also new drum overdubs.
  • Shout-Out: The weird monster on the album cover is Hedorah from Godzilla vs. Hedorah.
  • The Show Must Go Wrong and Studio Chatter: The lengthy guitar duet in "Sleep Dirt" is suddenly interrupted. When Zappa asks: "Gettin tired?" James Youman answers: "No, my fingers gut stuck."
  • Take Over the World: The queen in "Flambay", "Spider Of Destiny" and "Time Is Money" wants to take over the world and the universe.
    And if the equation
    As set forth above
    Is proved when we get to
    The bottom line ...
    The 'Powers Financial
    I'll hold o'er your world
    Will complete my fantastic design!
    And the whole equivalent Earth shall be mine!
  • Title Track: "Sleep Dirt".
  • Ugly Guy, Hot Wife: "Flambay", a love song to a giant spider who makes a mess in his room and produces a lot of "spider drool", yet the female singer loves him.
  • Walk Like an Egyptian: "Regyptian Strut" references this trope. Zappa explained it re-imagined the typical Egyptian strut.