The story of 200 Motels by those involved

dramatis personae

Aynsley Dunbar – himself/drums
Frank Zappa – the composer/director of characterisations
George Duke – himself/
keyboards & trombone
George Wall – Principal tuba of the Royal Philharmonic Orchestra
Herb Cohen – the producer
Howard Kaylan – himself/vocals & special material
Janet Ferguson – Groupie #1
Jimmy Carl Black – Lonesome Cowboy Burt
Keith Moon – the hot nun
Mark Volman – himself/vocals & special material
Martin Lickert – Jeff/bass
Michael Skinner - Principal timpanist of the Royal Philharmonic Orchestra
Pamela Des Barres – the interviewer
Pauline Butcher – FZ’s secretary from 1968 to 1972
Ringo Starr – Larry The Dwarf
Tony Palmer – visuals director


Pauline Butcher:  I had been typing various versions of the script for over a year, and in November 1970 Frank submitted a ten-page treatment to United Artists. He convinced them that by using video tape instead of film, several cameras at once instead of one, he could shoot the film in a week. There was no disguising his pleasure when they agreed and put up $360,000.

Frank Zappa:  When Mr. Picker looked over our folio and said, “You have a deal...get me a budget,” we left the office, got a budget and a bunch of lawyers and work began in earnest.

PB:  Unusually, Frank became quite canny about cutting costs, and when he found he could hire the Royal Philharmonic for £1,000 a session, he arranged to move the entire shoot to England. It also meant that he and Gail could go over early and spend the holiday season there.

Janet Ferguson:  I was living in London and Frank called saying, “Don’t come home: I got financing for 200 Motels.”
    The house was furnished and had a Coronation Bench in the sitting room, which Dweezil sat and peed on. It was 56 Ladbroke Grove. After Frank left, it was bought by Lady Elizabeth Anson, the Queen’s cousin who is an event planner on a grand scale.
    My friend Angela also spent time there with Luz and I – that’s Miss Lucy: her real name was Luz Selenia Offerrall. It was mandrax and hash time for me at that time. We used to blow the smoke out the window and one time Gail and Frank came home earlier than expected and Frank said, “What’s that smell?” I told him incense. We’d be in trouble if he knew.

Tony Palmer:  Zappa said he would use his next record advance to finance the film if UA would agree to distribute it. OK they said, but we need a safe pair of hands to direct it. Enter Muggins. When we met, he gave me the script – 300 pages, some handwritten, some paste-ups, some incomprehensible, a few lyrics, and a frequent use of the word ‘penis’.

Ringo Starr:  I got a message from our office. “Frank Zappa wants to talk to you about something.” So I said, “Tell Frank to come over to the house.” He came over to and he laid out this whole score. I said, “Well, what are you showing me that for, Frank? I can’t read music.” He said, “I just wanted to show you.” He said, “Will you play me in the movie?” It was really easy, he was a nice guy, so I said, “Sure.”

Jimmy Carl Black:  Frank told me that Ringo was going to be in it, along with the latest line-up of Mothers with Flo and Eddie. Lucy and Pamela also had parts in it, along with Motorhead and Don Preston. He asked me if I would be willing to sing Lonesome Cowboy Burt. Just the one scene is what he told me. I asked him, “How much?” and he said, “500 dollars, plus expenses and you’ll receive about 30 dollars a day per-diem!” I went straight down town to Herb Cohen’s office and signed the contract.

TP:  Pinewood Studios had been booked for 10 days. The Royal Philharmonic was mightily impressed by that. As was a brilliant trumpet player and brass band conductor I had come across called Gary Howarth.

George Wall:  Gary wasn’t involved as conductor any more than we players were: just turned up at the studio and did what we were told. That’s an orchestral musician’s lot.

Michael Skinner:  The plot of the film involved an orchestra being held prisoner on a desert island. The percussion players were guards in the camp.  It was an interesting experience but very tiring. We had to be ready at 8 in the morning, all dressed up with camp guard outfits.  Quite often we’d then hang around all day, but then get very busy.

TP:  Zappa wanted serious musicians involved, he said; enter John Williams, the great classical guitarist. There was to be dancing; enter Gillian Lynne, another old friend, later to become rich as the choreographer of the original production of Cats. She later told me that many of the 'movements' she devised for Cats had taken their inspiration from 200 Motels.
    The score required a choir; enter the Monteverdi Choir, although they have always denied they had anything whatsoever to do with it. We need class actors, Zappa told me; enter Theodore Bikel, sometime folk singer and Captain von Trapp in the original stage production of The Sound of Music. He was to play Rance Muhammitz disguised as a TV announcer named Dave.

Howard Kaylan:  In one scene, Frank had him spinning a big wheel to determine the fate of Larry the Dwarf. The entire scene was written to be done in a single shot with the orchestra, the King’s Singers, Mark, Janet, Lucy and I reciting our lines onstage along with Theo. But Theo’s lines were filthy – at least, in his opinion – and he flat-out refused to say them. He eventually agreed, but only if he wasn’t on camera for the lines.
    Comes the rehearsal, the cameraman doesn’t get the memo and the red light goes off right in front of Theo’s face. And he walks, yelling the entire way to his dressing room. I think Frank told him that it had only been a rehearsal and that the footage would never be used. He lied.
    Nights were spent with the Bolans or Janet and Lucy, dining out or clothes shopping at Biba. Keith appeared, ready to work or to play, he didn’t care which. Supergroupie Miss Pamela had flown out to do a small part in the film and wound up spending her off-hours in Keith’s company, which made me vaguely jealous.

Pamela Des Barres:  When Frank came to my hotel room to study 200 Motels, and suggested we look through the script while reclining in bed, I felt like a stunned doe in blinding headlights. ‘How do I get out of this,’ my brain burbled while joining Frank in the sack, where he started caressing my hair and gazing fondly at me with those long-lashed, persuasive dark chocolate coloured eyes. As I attempted to ignore his come-hitherness and find my place in the script, I was literally saved by the doorbell, leaping off the bed to see who was coming to my rescue. With perfectly divine saving grace, Frank’s flowers were being delivered – delivering me from a very sticky situation. Jumping for joy and flooded with relief, I thanked Frank profusely as he slowly climbed off the bed, bowed, and gallantly left my room through the open door.

George Duke:  I used to carry around this doggone copy of DownBeat in the satchel I used to wear around my shoulder. And Frank got this idea, and put it into the movie. You know, ‘I wanna carry around DownBeat so I look like I’m hip, and know what I’m doing’ or whatever it was. He gave me the line, which was funny and I did it. All of that stuff was basically true. It was glorified and it was magnified. But still the kernel of it.

HK:  Jeff Simmons looked at his lines in the movie and said, ‘This is me through a fucking funny mirror! I can’t say this: I’m too heavy to be in this group, Zappa’s too old, this is comedy music – nobody wants to fuck a comedian and I’m getting out of here, I wanna play the blues. I can’t say that, it’s too true.”

FZ:  I had a feeling that something like that might happen, so I had already scouted for a potential replacement if the worst came to the worst.

Keith Moon:  We had Wilfred Bramble in to take over the part but he gave it up in despair because he didn’t know what was going on. Ringo’s chauffeur took the role instead.

Martin Lickert:  I had gone along with Ringo to the filming and I remember going out to get some tissues for him. When I got back to the dressing room, they all said ‘ah’ and pointed at me. I remember thinking, ‘Hello, me fly’s undone!’ Then Frank asked me if I wanted to do the part. Apparently they all dug the way I said, ‘Funky’ and besides I played bass, so I said, ‘Yeah’. Ian Underwood helped me a lot, so it worked out in the end. I’m sure Frank could have got anybody for the film. He was going to get Marlon Brando for my part! Despite all the put downs in the papers, people respect Frank and like to work for him. Even me mother likes him. She hasn’t heard his music, but she likes his moustache and beard.

Mark Volman: I still can’t believe how much material he learned in that short amount of time. He even played the bass on stage…though Frank overdubbed himself playing bass when we got back to LA.

Aynsley Dunbar:  I was playing in the band, and Ruth Underwood played drums with the orchestra. She’s the most amazing reader – very disciplined. I’m not that disciplined. That part she had was incredibly difficult, but she did an amazing job. She would be on one side of the stage with the orchestra, and I would be on the other, so there was a gap between us. It was kind of weird, because as soon as we started cranking up, the orchestra sort of disappeared. We really couldn’t hear them a lot of the time.

MV:  Here were 70 or 80 people who’ve trained to play instruments their whole lives, and Frank is just leading them through... there are parts of 200 Motels that are glorious for the orchestra. If you handpick the sections, you can find these wonderful movements. I don’t remember all the names because every minute or two Frank renamed everything. But there was the semi-fraudulent ballet, these fabulous movements that were beautifully scored for the orchestra. But, in and out of what we were doing on stage, they had serious problems. They hated it. They hated us. They hated Frank. They got paid, and they just couldn’t wait to get out of there.

Keith Moon:  I was rushing around and it was no joke with half a ton of denim around me. I think I poked out the second violinist’s eye. They were all clutching their Stradivarius in horror in case Ringo’s harp smashed them.

HK:  The week was a blur of cognac, no sleep, Pamela and Keith, and the orchestra recording their pieces and then behaving like schoolboys between takes because they considered the entire project to be a joke.

KM:  We’d been filming all week and it’s just like being on the road again. I was only supposed to be doing two days filming but it turned out to be much longer because I kept cropping up in crowd scenes as well. The whole movie is based on a group’s life on the road so those with experience of that are used to what is going on.

Mark Volman:  When Frank ran out of money, United Artists wouldn’t come up with any more because it would have meant sitting through a weekend, then coming back to the studio the following Monday, and there was no way they were going to spring for that.
    Once they saw where the movie was going, they were doing anything they could to end shooting. So he had to reinvent it during filming. And when they went to edit the videotape, it had to be reinvented again.

HK:  Things were chaotic. Frank was having heated meetings with Tony Palmer.

FZ:  Tony Palmer had a lot of problems during the making of the film. He was on the verge of a divorce, he had the flu and he seemed to be a fairly ill-tempered individual, even on a good day.
    I don’t want to be unkind to him, but on the production of the film he did two things which I will always remember. One: at the completion of principal photography, he demanded of the producer that his name be left off the credits for fear it would harm his career. The other thing was that my wife Gail happened to be walking by and overheard him threatening to burn the master tapes if something wasn’t done to his satisfaction.

TP:  MGM, the principal financiers, wanted to offload the entire project – partly because of its foul language. I said if necessary I would seize the tapes – not ‘burn’; that’s nonsense – to prevent this happening.

FZ:  The orchestra beat the shit out of the music—they just didn’t play it properly. I couldn’t even recognise it when they’d finished. Most of the actors were non-professionals, and the whole thing was shot in 56 hours. We all needed more time, and if I’d had it, I’d have gotten better performances out of everybody, because they were the right people for those roles.
    In spite of that, I think it was a good film, and I believe that over a period of years you’re going to find out how many strange predictions in the script actually come true.

HK:  Making 200 Motels was one of the greatest experiences of my life. I dug the stupid early mornings and the urgency in our abbreviated time frame. I loved being called to the set and spending off moments walking the 007 stages in the adjacent studio. I thought to myself, ‘I could get very used to this!’
    I hung out with Linda Ronstadt and ate lunch in the commissary with Tony Curtis. These were strange times of sealed tuna sandwiches and torchlight parades. New songs like Penis Dimension and Shove It Right In. On Friday, February 5, 200 Motels wrapped shooting and Keith held the cast party, which continued into the wee hours of the morn.

TP:  If the finished film has any merit, it is precisely this: it showed the way forward for more or less every special effects film which followed. Of course, today’s digital wonders are as related to 200 Motels as a supersonic jet is to Leonardo’s flying machine. But at the time we all believed we had seen the future, and it worked.
    Zappa frequently remarked during the frenzied 10 days shooting in Pinewood that he felt truly humbled to sit in the dining room surrounded by the photos and memories of the many great films that had been made in these studios. I would suggest that he too made a small contribution to the pioneering spirit that has always been the hallmark of Pinewood.

MV:  If you look at Penis Dimension as it is on stage or on record, it’s really fun. There’s nothing sexual in it at all. But written down, it really looks bad. You don’t hear any of the little snickering and jokes that’s going on. Frank purposefully sent the Royal Albert Hall the rudest stuff, and they banned the show.

FZ: It was alright for us to appear at the Albert Hall when the place was black and dirty!

MV:  The ban was probably the best thing that ever happened, because we really didn’t have a show. Frank had built it up as if we were going to perform the movie, when really there were only a few things in the movie that we could have done at that time.

HK:  It was never intended for us to perform at that concert. It had all been an elaborate publicity stunt. Herb knew that the British government wouldn’t let us perform the obscenities that were in 200 Motels in such a hallowed hall. Frank knew it too. Herb was a genius. We made headlines all over Europe for a concert that was never to have happened in the first place. It was brilliant.


Illustration by ArtFor Dinosaurs. For more 200 Motels fun at the IBS site, look here:


Interview with Tony Palmer                          Would You Like A Snack?                       Interview with Martin Lickert