Having recorded five albums of original material with the Mothers Of Invention, Frank Zappa felt the need for a change in direction to allow audiences time to catch up with their music. Retaining the services of original ‘Clonemeister’ Ian Underwood, he brought in session musicians to help realise his new vision. It was only after the release of Hot Rats that he formally announced he would not be performing again with the original Mothers.
    Hot Rats was the first Zappa album this teenage Idiot ever bought and, to this day, it remains his favourite!
    To mark the 50th anniversary of its release, I have penned a few words on the musicians used, the innovations accomplished, the studios utilized, the reviews received – and its mysterious dedicatees!

FZ at Whitney Studios, August 30, 1969. Photo: Bill Gubbins


1. FRANK ZAPPA (guitar, octave bass, percussion)

Pre-Hot Rats:  Released six albums (including the compilation, Mothermania) with The Mothers, plus one solo album (Lumpy Gravy). With manager Herb Cohen, he set up the record labels Bizarre and Straight, which released albums by Lenny Bruce, Lord Buckley, Alice Cooper and more. He also produced the album Trout Mask Replica by his teenage friend, Captain Beefheart.
Post-Hot Rats:  Having disbanded the Mothers, Zappa continued to tour and record with a variety of different musicians until his health dictated otherwise. As well as playing guitar, Zappa also directed films and music videos, but considered himself a composer first and foremost. His music covered numerous genres, including rock, pop, jazz, orchestral and musique concrète. As well as producing the majority of the 60-plus albums he issued during his lifetime, he also worked with acts like Jean-Luc Ponty, Grand Funk Railroad and John Lennon & Yoko Ono.
Today:  Died December 4, 1993, aged 52.
Hot Quote:  “Some people think that the Hot Rats album was completely scored out. Well, it wasn’t. It started out with basic rhythm tracks that were done by a four-piece rhythm ensemble and all the rest of the parts were over-dubbed on top of that and much of it was written right there in the studio.”

Frank Gold Top (1).jpg
FZ’s Les Paul Gold-Top, used throughout the Hot Rats’ sessions.

2. IAN UNDERWOOD (piano, organus maximus, all clarinets, all saxes)

Pre-Hot Rats:  Graduated from the University of California, Berkeley with a master’s degree in composition in 1966. Formed the improvisational group the Jazz Mice before joining The Mothers Of Invention in 1967. Married Ruth Komanoff, marimbist/percussionist with the Mothers, in May 1969.
Post-Hot Rats:  Underwood ceased working with Zappa in 1973 to pursue a career as a session keyboardist, working with the likes of Quincy Jones, Barbra Streisand, Herb Alpert, Dolly Parton and Barry Manilow. Was subsequently a featured performer on numerous James Horner film scores, including Braveheart (1995) and Titanic (1997). He and Ruth divorced in 1986.
Today:  Performed on the Grammy-nominated Frank Zappa: 200 Motels – The Suites album (2015) and played piano with the Czech National Symphony Orchestra on Musics by Frank Zappa - Orchestra En Regalia during the PROMS Prague in 2016.
Hot Quote:  “This was a big change in direction for Frank. What attracted me to the band when I joined was a mixture of all the things I liked – a combination of Stockhausen, Ornette Coleman, corny jokes, blues, Stravinsky and so on. That’s what I liked – complex music with bizarre humour. By the time we got to Hot Rats, the standard line is that Frank didn’t want to be stereotyped as just a comedy rock performer, so he ditched the jokey lyrics and the experimental stuff for this album of instrumentals. That’s not quite the case. I think he was keen to record an album of instrumentals, and he wanted to work with very technically adept players who could play anything he put in front of them. The album was kind of a turn from the way the earlier band had been. It was a chance to use a few studio musicians and try other routines out.”


Pre-Hot Rats:  Released three albums with his Magic Band, including their magnum opus, Trout Mask Replica, produced by Beefheart’s teenage friend, Frank Zappa.
Post-Hot Rats:  Like Zappa, Beefheart worked with a rotating cast of musicians, recording a further 10 studio albums up until 1982. He then retired from music to concentrate on painting. His work was exhibited in Europe and the U.S. By the early 1990s, he was crippled by multiple sclerosis, the disease that would ultimately claim his life.
Today: Died December 17, 2010, aged 69.
Hot Quote:  “I just thought to myself, ‘All right, man, you had your hand in my album and messed it up. I’m gonna come over and do a song for you as good as I can do it, and maybe that’ll show you the difference.’ I wanted especially to show him that bygones could be bygones. I couldn’t believe that Frank Zappa sent me in the night to Warner Bros., and I didn’t even know it. I’m talking about the way the Indians were sold on the reservation. I suppose that’s what you get for dealing with old fools you meet in the desert.”

4. JEAN-LUC PONTY (violin)

Pre-Hot Rats:  Released his debut album, Jazz Long Playing, in 1964. A concert with Stéphane Grappelli and an appearance at the Monterey Jazz Festival led to a recording contract with World Pacific and the album Electric Connection, featuring Paul Humphrey.
Post-Hot Rats:  Released the Jean-Luc Ponty Experience With The George Duke Trio live album and King Kong: Jean-Luc Ponty Plays The Music Of Frank Zappa featuring Underwood and drummer John Guerin. Played on Elton John’s Honky Chateau (1972) and, at Zappa’s behest, emigrated to the U.S. to join the latest incarnation of the Mothers. A stint with the Mahavishnu Orchestra followed before he signed with Atlantic and released a series of classic jazz-rock albums.
Today:  Continues to tour and record as a solo artist, and has also recently worked with Return to Forever and Jon Anderson.
Hot Quote:  “I don’t really play much in there. I just played one song. In fact, what happened is that he was recording Hot Rats at the same time when we met. So, he invited me to go to his studio so that we know each other a little better before he works on my album. So, I came with my violin and he said, ‘Would you like to play in this song?’ So, yes I played just that melody.”

5. PAUL HUMPHREY (drums)

Pre-Hot Rats:  Worked as a session drummer in New York for jazz artists such as Wes Montgomery, John Coltrane, Jimmy Smith, Charles Mingus and the Harry James Band (replacing Buddy Rich).
Post-Hot Rats:  In the early 70s, formed Paul Humphrey And The Cool Aid Chemists, recording the R&B hits Cool Aid and Funky L.A. Humphrey was one of the drummers on Marvin Gaye’s album Let’s Get It On (1973) and Steely Dan’s Aja (1977). A recording of Humphrey from the Hot Rats sessions appeared on the Zappa album Studio Tan in 1978.
Today:  Died January 2014, aged 78.

6. MAX BENNETT (bass)

Pre-Hot Rats:  Played with jazz pianist Stan Kenton in the 50s before moving to L.A. and becoming part of the celebrated Wrecking Crew. He performed on records by The Monkees and The Partridge Family, as well as on Lalo Schifrin’s soundtrack to the 1968 film Bullitt.
Post-Hot Rats:  Appeared on the Mothers album Weasels Ripped My Flesh (1970), as well as Zappa’s Chunga’s Revenge (1970) and Studio Tan (1978). In 1973, Bennett joined John Guerin in saxophonist Tom Scott’s L.A. Express, which effectively became Joni Mitchell’s backing band for Court And Spark (1974), Miles Of Aisles (1974) and The Hissing Of Summer Lawns (1975). Continued to perform in his own bands until his death.
Today: Died September 14, 2018, aged 90.
Hot Quote:  “I was not familiar with Zappa’s music. Our paths never crossed. I was never a big fan of avant garde music in that sense. It was while I was working in the studio, what was it, 1967, I think? And I got a call from John Guerin. He said, ‘Get your stuff over to TTG’ – that was in Hollywood – ‘I got a double session for you with Frank Zappa.’ So we get there and we worked two double sessions for two nights. And that was the album, that was Hot Rats.”


Pre-Hot Rats:  Formed the act Don And Dewey with childhood friend Dewey Terry in the mid 1950s, writing such early rock and roll classics as Farmer John, I’m Leaving It Up To You and Justine (later covered by the ‘Vaudeville’ Mothers – see Road Tapes, Venue #3 (2016)). Harris worked with John Lee Hooker, Little Richard and bandleader Johnny Otis, who gave him his nickname.
Post-Hot Rats: Appeared on the Mothers albums Burnt Weeny Sandwich and Weasels Ripped My Flesh (singing a cover of Little Richard’s Directly From My Heart To You on the latter) as well as Zappa’s Chunga’s Revenge (1970, playing organ) and Apostrophe (‘) (1974). During the 1970s, he fronted the Pure Food And Drug Act and recorded the live album Sugarcane’s Got The Blues at the Berlin Jazz Festival. In the 1980s, he was a member of the Los Angeles-based experimental rock band Tupelo Chain Sex.
Today: Died November 30, 1999, aged 61.

8. SHUGGIE OTIS (bass)

Pre-Hot Rats:  The son of bandleader Johnny Otis, from whom Zappa cultivated his famous ‘imperial’ chin hair, began playing guitar when he was two years old and performing professionally with his father’s band at the age of eleven. He was just 15 when he played bass on Peaches En Regalia.
Post-Hot Rats:  Played guitar on organist Al Kooper’s album Kooper Session (1970) before releasing his solo debut Here Comes Shuggie Otis (1970). The follow-up album, Freedom Flight (1971), contained the original version of Strawberry Letter 23, a 1977 hit for The Brothers Johnson. His career stalled after 1974’s Inspiration Information, which today is hailed as a lost classic. Turning down offers to collaborate with the Rolling Stones, Quincy Jones, David Bowie and Stevie Wonder, he ‘disappeared’ for many years.
Today:  After a comeback in 2013, he tours and records sporadically as Shuggie Otis Rite.
Hot Quote:  “We did three cuts on the album. I don’t know which ones – I know he used Peaches En Regalia. He called my father and asked for an R&B rhythm section, he wanted some guys – I think really what he was saying was if Shuggie can play or something, you know. And we did, he brought a drummer named Ron Selico, and we did these three tracks.”

9. RON SELICO (drums)

Pre-Hot Rats:  Worked with Sam Cooke and James Brown (playing bongos on Sings Raw Soul and Live At The Apollo, Volume II) before joining The Johnny Otis Show.
Post- Hot Rats:  Continued to work with Shuggie Otis and played on John Mayall’s Jazz Blues Fusion (1972), Albert King’s The Lost Session (produced by Mayall, recorded in 1971, and released in 1986) and Bobby Womack’s I Don’t Know What The World Is Coming To (1975).
Today:  Missing, presumed dead.

10. JOHN GUERIN (drums)

Pre- Hot Rats:  Worked as a session musician, recording with Peggy Lee, Tom Scott and appearing on Zappa’s first solo album, Lumpy Gravy.
Post- Hot Rats:  Appeared on the Mothers album Weasels Ripped My Flesh (1970) as well as Zappa’s Chunga’s Revenge (1970) and Apostrophe (‘) (1974). In the early 1970s, Guerin drummed for The Byrds before joining the L.A. Express and recording with Joni Mitchell. The break-up of his relationship with Mitchell is the subject of her song, Hejira. Guerin’s many contributions to film and TV scores include the soundtrack to Clint Eastwood’s Bird (1988) and the opening credits for Hawaii Five-O. In later years, he worked with Oscar Peterson, Ray Charles and Sonny Rollins.
Today: Died January 5, 2004, aged 64.
Hot Quote:  “Frank was a genius in the editing room. For instance, we let the tape run most of the time. There was no written music, he just directed different feelings, or we’d establish a groove and he’d cut it off. Then, a few months later, actual songs would come out. That was the beauty of his editing.”


Hot Rats is often claimed – not least by Zappa himself – to be the first 16-track album. Certainly the technology was very new in 1969, but Zappa’s use of it was what set it apart from anything that had come beforehand. As Ian Underwood says, “Hot Rats was more about over-dubbing than anything else. We’d record live – often just a bass and drums – and then I’d overdub on top of that. There are tracks where I’m playing about half a dozen parts, first on piano, then organ, then clarinet, flute and sax. Peaches En Regalia has the most overdubs – I recorded 10 separate tracks. Often Frank would write arrangements for me to play while we were in the studio – I mean physically write them out on manuscript and get me to play them – as we went along. He was obsessive about overdubbing. I think he even went back and replaced a lot of my organ parts!”
   Having learned how to operate the world’s first five-track recording machine, constructed out of an old chest of drawers by Paul Buff in 1960 (at what would later become Studio Z in Cucamonga), Frank now utilised multiple tracks to record the drums alone – creating the stereo drum sound.
   He also used the technology to invent the ‘octave bass’ – an ordinary bass guitar that he sped-up “to put it up into guitar range”. This was used to make a sound that Dweezil thought “must have been a really early synthesizer,” on Peaches En Regalia,
   As Zappa’s director of engineering for Bizarre/Straight Records, Dick Kunc noted, “Frank was forever pulling apart unfinished albums and rearranging and redistributing the component parts.”


The Whitney Recording Studio in Glendale (originally the ‘Haven Of Rest Radio Studio’, a Christian music and broadcasting location) was owned by “the evangelist of the pipe organ”, Lorin J. Whitney. The studio was home to his ‘organus maximus’ that featured on countless recordings of sacred music. Whitney bought the large pipe organ from the Fox Theatre in Redwood City in the 1950s and did most of the installation work himself. The organ has been overdubbed on many records, movies, TV shows and commercials.
    In the 1960s, Walt Disney rented the studio for children’s TV programmes and film soundtracks, and Hanna-Barbera used the facilities with full orchestras for its films.
    Barry White and The Love Unlimited Orchestra recorded most of their hits at Whitney, and Billy Joel played the pipe organ on Captain Jack from his Piano Man album (1973).
    Prior to Hot Rats, Zappa used Whitney to record parts of Captain Beefheart’s Trout Mask Replica (1969), and afterwards for Jeff Simmons’ Lucille Has Messed My Mind Up (1970). Zappa also recorded parts for the Mothers’ Weasels Ripped My Flesh (1970) album and his own Chunga’s Revenge (1970), 200 Motels (1971) and Over-Nite Sensation (1973) there.
    In 1978, Whitney decided to retire and sold the studio to MCA. Many gold and platinum sellers have since been taped, mixed and mastered at MCA Whitney for the likes of Blondie (Parallel Lines, 1978), Edwin Starr ‎(H.A.P.P.Y. Radio, 1979), Pat Benatar (Crimes Of Passion, 1980) and John Williams’ soundtrack for Steven Spielberg’s film, E.T. The Extra-Terrestrial (1982).
    Whitney passed away in August 2007, aged 92.

In 1958, a former automobile repair shop in Hollywood was converted into Sunset Sound Recorders by Salvador “TuttiCamarata, Walt Disney’s Director of Recording. The soundtracks to Disney’s One Hundred And One Dalmatians (1961) and Mary Poppins (1964) ensued. Since then, over 200 gold records have been recorded at Sunset Sound.
    By the time Zappa released Hot Rats, it had been used by The Beach Boys (for Pet Sounds, 1966),  Love (Forever Changes, 1967), The Doors (The Doors and Strange Days, both 1967), the Rolling Stones (Beggars Banquet, 1968) and Led Zeppelin (Led Zeppelin II, 1969).
    Zappa would additionally utilise the facilities for parts of Uncle Meat, An Evening With Wild Man Fischer and the GTOs’ Permanent Damage (all released in 1969).
    While the studio continued to be used by the Stones (Exile on Main St., 1972) and Disney (Bedknobs And Broomsticks, 1971), subsequent classic recordings were also made there by Neil Young (After The Goldrush, 1970), Prince (Purple Rain, and Sign O’ The Times, 1984 & 1987), Tom Petty (Full Moon Fever, 1989) and many more.
    On his birthday in 2017, Dweezil Zappa booked the historic studio to record a cover of David Bowie’s I’m Afraid Of Americans – using the same room Van Halen laid down their Fair Warning album (1981) – one of his personal favourite records. (Van Halen in fact recorded most of their first five albums at Sunset.)
    Camarata purchased another Los Angeles recording studio in 1981 and, to this day, the two studios operate as Sunset Sound and The Sound Factory.
    Camarata passed away in April 2005, aged 91.

The building that would eventually house TTG Studios was built in 1927 as the home of the Hollywood Knights of Columbus. The ground floor was later converted into a state of the art recording studio. When the building was leased by TTG in the mid 1960s, they made the second story main hall into a studio that could accommodate 100 musicians and equipped it with a 16-track tape recorder.
    TTG was established by Amnon “Ami” Hadani and Tom Hidley, and stood for “tilhas teezee gescheften”, a Hebrew slang expression meaning, “Up your ass, faggot.”
    The studio became popular with the likes of The Velvet Underground, Alice Cooper, The Doors and Jimi Hendrix
, but went out of business in 1985.
    One piece Zappa recorded at TTG during the sessions for Hot Rats was Dame Margret’s Son To Be A Bride, which was later used as the backing track to Lemme Take You To The Beach. It seems the original title may have been inspired by Balham-born Oscar-winning actress Margaret Rutherford (Blithe Spirit, I’m All Right Jack, Murder, She Said), who adopted author and biographer Gordon Langley Hall. After sex reassignment surgery in 1968, Hall wed in the first legal interracial marriage in South Carolina – becoming Dawn Langley Simmons.
    As well
as Hot Rats, Zappa would also record parts of Freak Out!, Absolutely Free, Burnt Weeny Sandwich, Weasels Ripped My Flesh, Chunga’s Revenge and the Boy Wonder, I Love You sessions (with Burt Ward) at TTG.


Chris Welch (Melody Maker, 1970): “A superb set of arrangements that feature the melodic writing of Zappa and the cream of contemporary rock musicianship”

Andrew Greenaway (The Zappa Tour Atlas, 2019): “Having split-up the Mothers, Zappa set about making a second solo album that appealed to a wider audience – notably in the UK and Holland. One of the first rock albums to be recorded using 16-track equipment, to help fully utilise this new technology, Zappa retained the services of Underwood, who overdubbed a dazzling array of wind instruments and keyboards – including the ‘organus maximus’, which was the pipe organ at Whitney Studios.”

Barry Miles (International Times, 1970): “It is the sound of the hot LA summer when Frank would get up round 3 in the afternoon & sit by the pool for a while with Moon Unit Zappa, his daughter, then round about 8 or 9 in the evening he would get into the Buick and Gail would drive him down the canyon to the studios on McFaddan. Kansas would have already left with the panel truck containing the equipment.”

Lester Bangs (Rolling Stone, 1970): “This recording brings together a set of mostly little-known talents that whale the tar out of every other informal ‘jam’ album released in rock and roll for the past two years. If ‘Hot Rats’ is any indication of where Zappa is headed on his own, we are in for some fiendish rides indeed.”

Charlie Freak (Lightning In a Bottle: A Book Series On the Most Important Rock Albums In Music History, 2017): “‘Peaches En Regalia’ became the perfect example of what Zappa could create sonically, as a brilliant record producer, using cutting-edge technology. He used all sixteen tracks (and his other ‘editing’ techniques) to construct a ‘simple pop song’ that featured complex layers of Underwood’s reed and horn parts and his own various guitar fills. On an album that is known for its unique sounds, Peaches stands alone in terms of its originality!”

Ben Watson (Frank Zappa: The Complete Guide To His Music, 1998): “The lyrics of ‘Willie The Pimp’ derived from an interview Zappa conducted with a New York-based groupie named Annie. It starts with a lascivious, growling vocal from Captain Beefheart and blues-drenched violin from Sugarcane Harris. Zappa then plunges into a classic guitar solo. His wah-wah pedal made the notes talk, while his sense of melody evokes a yearning melancholy amidst all the frenzy.”

John Robinson (Soundblast, 1973): “Zappa’s guitar sets a precedent on ‘Son Of Mr Green Genes’ that only John McLaughlin has surpassed recently in the Mahavishnu Orch. Recommended.”

John Yurko (The Observer, 1969): “His solo in ‘The Gumbo Variations’, the best piece on the album, is what every guitar player in the country tired of doing Muddy Waters-riff-with-his-fuzz-tone-on wants to do. The tonal expression that is both grating and lyrical at the same time, and the way he bends and sustains, it is perhaps the first instance on record that points the way to what electronic rock is all about.”

Geoff Wills (Zappa And Jazz – Did It Really Smell Funny, Frank?, 2016): “The music on ‘Hot Rats’ manages to seamlessly encompass the widely-differing styles of sophisticated rhythm and blues, surreal, cartoon-esque and compelling soundscapes, and electric chamber music. Into the latter category fall ‘Little Umbrellas’ and ‘It Must Be a Camel’, both featuring Max Bennett on bass and John Guerin on drums. ‘Little Umbrellas’, a feature for Ian Underwood’s reeds and keyboards, has a lugubrious theme, stated by a soprano-led saxophone section, that nods to the ‘Funeral March’ movement from Chopin’s B-flat Minor Piano Sonata.”

Charles Ulrich (The Big Note, 2018): “The front cover photo was taken by Andee Nathanson. It shows Christine Frka of The GTOs in a drained pond in Beverly Hills. Radio ads proclaimed that if you held the pink infrared photo under a yellow light, it would mysteriously turn black and white.”

Miss Christine at an abandoned Italian villa in Holmby Hills. Photo: Andee Nathanson


Well, we all know who Dweezil is – and he has celebrated the album that was dedicated to him, first by recording a Grammy-award winning version of Peaches En Regalia with his Zappa Plays Zappa band, and then by performing a “faithful DNA level audio reproduction” of the entire album on tour as he himself turned 50.
    But who are Bub and Gil, to whom Hot Rats is also dedicated?
    In his excellent book Beefheart: Through The Eyes of Magic (Proper Music Publishing, 2010), the Magic Band’s John “Drumbo” French talks about going back to the infamous house where Trout Mask Replica was recorded in January 1970, and notes, “There was a big painting hung over the window in the kitchen, which I later found out was entitled Bub n’ Gil.”
It also transpired that Beefheart had written a poem about the pair – titled Gil:

Bub n’ Gil
Bub n’ Gil
Bub in India
Bub n’ Mat
Bub in the wool
Bub in a rug
Indoor BubBub in stitches
Glass BubBub in a rope
Bub in jail
Bub in tent
Bub in pale
Bub on springs – Bub’s brakes
Bub in pajamas
Bub’s party – with Gil n’ Mat n’ Bub in stitches
Erect Bub
Gil’s pill

Although this was written in the late 60s, it wasn’t until 1993 that an ill-sounding Beefheart would recite and record it for inclusion on a compact disc that formed part of his Stand Up To Be Discontinued art exhibition book.
    Fast-forward to 2019, and I ask John about the painting. He tells me, “I just remember it as a huge, very simple black paint on white canvas cartoon-like piece. I could almost draw a likeness of it from memory.”
    I press him about reproducing the painting, and he tells me it “was very simple, but I really only saw it once. It was painted after I left, and when I came to pick up my drums, six months later, it was hanging over a window in the kitchen. I thought it was painted on an old twin-sized mattress, to tell you the truth. On closer scrutiny, it was actually canvas, very poorly stretched. The whole place was dark, dreary, and a mess. Poetry seemed to be scrawled over everything.”
    Here is John’s hastily scrawled recreation of a Captain Beefheart original – as recalled from one viewing 50 years ago.

Drawing of Bub n’ Gil by John ‘Drumbo’ French.

    A few weeks after discussing this with John, the Internet spewed out this photograph which shows the bottom half of the actual Bub n’ Gil – behind Don, circa 1973.

Captain Beefheart with the painting.Photo:Ginny Win

  Did Bub n’ Gil actually exist?
    “I think they were imaginary critters from his mind,” John says today.
    I can’t thank Mr French enough for shedding more light on something that has puzzled me for 50 years. But the question still remains: just why did Frank dedicate Hot Rats to his new-born son and Bub n’ Gil?


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