Freak Out! is the debut studio album by the American rock band the Mothers of Invention, released on June 27, 1966, by Verve Records. Often cited as one of rock music's first concept albums, it is a satirical expression of guitarist/bandleader Frank Zappa's perception of American pop culture and the nascent Los Angeles freak scene's "freak-out" trend.
The album was produced by Tom Wilson, who signed the Mothers, formerly a bar band called the Soul Giants. Zappa said many years later that Wilson signed the band to a record deal under the impression that they were a white blues band. The album features Zappa on vocals and guitar, along with lead vocalist/tambourine player Ray Collins, bassist/vocalist Roy Estrada, drummer/vocalist Jimmy Carl Black and guitarist Elliot Ingber, along with appearances from several session musicians.
The band's original repertoire consisted of rhythm and blues covers, but after Zappa joined the band his original compositions came to the fore and their name was changed to the Mothers. The musical content of Freak Out! ranges from rhythm and blues, doo-wop, and standard blues-influenced rock to orchestral arrangements and avant-garde sound collages. Although the album was initially poorly received in the United States, it was a success in Europe. It gained a cult following in America, where it continued to sell in substantial quantities until it was discontinued in the early 1970s. The album was remixed in 1985, for the Old Masters Box One LP box set, and subsequent CD releases.
It is often incorrectly cited as the second rock music double album ever released, following the release of Bob Dylan's Blonde on Blonde just one week earlier. In fact, both were preceded by Jimmy Clanton's Jimmy's Happy/Jimmy's Blue, released in 1960, and by several double album compilations. However, Freak Out! was the first double debut album by a rock act.In Europe, the album was originally released as an abridged single album. In 1999, the album was honored with the Grammy Hall of Fame Award, and in 2003, Rolling Stone ranked it among the "500 Greatest Albums of All Time". In 2006, The MOFO Project/Object, an audio documentary on the making of the album, was released in honor of its 40th anniversary.
In the early 1960s, Frank Zappa met Ray Collins. Collins supported himself by working as a carpenter, and on weekends sang with a group known as the Soul Giants. In April 1965, Collins got into a fight with their guitar player, who quit. In need of a substitute, Zappa promptly filled in. The Soul Giants' repertoire originally consisted of R&B covers. After Zappa joined the band, he encouraged them to play his own original material. While most of the band members liked his ideas, then-leader and saxophone player Davy Coronado felt that performing original material would cost them bookings, and quit the band. Zappa took over leadership of the band, who officially changed their name to the Mothers on May 10, 1965.
The group moved to Los Angeles in the summer of 1965 after Zappa got them a management contract with Herb Cohen. They gained steady work at clubs along the Sunset Strip. MGM staff producer Tom Wilson offered the band a record deal with the Verve Records division in early 1966. He had heard of their growing reputation but had seen them perform only one song, "Trouble Every Day", which concerned the Watts riots. According to Zappa, this led Wilson to believe that they were a "white blues band".
The first two songs recorded for the album were "Any Way the Wind Blows" and "Who Are the Brain Police?" When Tom Wilson heard the latter, he realized that the Mothers were not merely a blues band. Zappa remembered "I could see through the window that he was scrambling toward the phone to call his boss—probably saying: 'Well, uh, not exactly a 'white blues band', but ... sort of.'" In a 1968 article written for Hit Parader magazine, Zappa wrote that when Wilson heard these songs, "he was so impressed he got on the phone and called New York, and as a result I got a more or less unlimited budget to do this monstrosity." Freak Out! is an early example of the concept album, a sardonic farce about rock music and America. "All the songs on it were about something", Zappa wrote in The Real Frank Zappa Book. "It wasn't as if we had a hit single and we needed to build some filler around it. Each tune had a function within an overall satirical concept."
If you were to graphically analyze the different types of directions of all the songs in the Freak Out! album, there's a little something in there for everybody. At least one piece of material is slanted for every type of social orientation within our consumer group, which happens to be six to eighty. Because we got people that like what we do, from kids six years old screaming on us to play "Wowie Zowie". Like I meet executives doing this and that, and they say, "My kid's got the record, and 'Wowie Zowie''s their favorite song."
The album was recorded at TTG Studios in Hollywood, California, between March 9 and March 12, 1966. Some songs, such as "Motherly Love" and "I Ain't Got No Heart", had already been recorded in earlier versions prior to the Freak Out! sessions. These recordings, said to have been made around 1965, were not officially released until 2004, when they appeared on the posthumous Zappa album Joe's Corsage. An early version of the song "Any Way the Wind Blows", recorded in 1963, appears on another posthumous release, The Lost Episodes, and was originally written when Zappa considered divorcing first wife Kay Sherman. In the liner notes for Freak Out!, Zappa wrote, "If I had never gotten divorced, this piece of trivial nonsense would never have been recorded." "Hungry Freaks, Daddy" is an attack on the American school system that musically quotes a Rolling Stones song, "(I Can't Get No) Satisfaction", in its opening measures, and contains a guitar solo between the first and second verses that itself briefly quotes Richard Berry's 1959 song "Have Love, Will Travel".
Tom Wilson became more enthusiastic as the sessions continued. In the middle of the week of recording, Zappa told him, "I would like to rent $500 [equivalent to $5,000 in 2025] worth of percussion equipment for a session that starts at midnight on Friday and I want to bring all the freaks from Sunset Boulevard into the studio to do something special." Wilson agreed. The material was worked into "Cream Cheese", a "ballet in two tableaux" that was eventually retitled "The Return of the Son of Monster Magnet". In a November 1967 radio interview (posthumously included as part of the 2006 MOFO album), Zappa is heard complaining that the version of "Monster Magnet" released on Freak Out! was in fact an unfinished piece; the percussion track was intended to serve as the foundation for an even more complex piece, but MGM refused to approve the studio time needed to record the intended overdubs that would have completed the composition, and so it was released (to Zappa's great dissatisfaction) in this unfinished form. In addition to the Mothers, some tracks featured a "Mothers' Auxiliary" that consisted of additional session players, including noted "Wrecking Crew" members Gene Estes, Carol Kaye and Mac Rebennack (aka Dr. John), guitarist Neil LeVang, and jazz-soul pianists Eugene DiNovi and Les McCann, with vocal contributions by Paul Butterfield, Kim Fowley, Jeannie Vassoir and future Mother Jim Sherwood. Several orchestral musicians, who were also mostly credited as members of the Auxiliary (including their contractor, Benjamin Barrett), also made contributions to several songs at certain sessions, chiefly in the form of backing tracks on those songs.
Zappa later found out that when the material was recorded, Wilson had taken LSD. "I've tried to imagine what [Wilson] must have been thinking", Zappa recounted, "sitting in that control room, listening to all that weird shit coming out of the speakers, and being responsible for telling the engineer, Ami Hadani (who was not on acid), what to do." By the time Freak Out! was edited and shaped into an album, Wilson had spent $25–35,000 of MGM's money (equivalent to $350,000 in 2025). In Hit Parader magazine, Zappa wrote that "Wilson was sticking his neck out. He laid his job on the line by producing the album. MGM felt that they had spent too much money on the album."
Verve released Freak Out! on June 27, 1966. The band's name was changed to the Mothers of Invention, a name Zappa chose in favor of MGM's original suggested name, "The Mothers Auxiliary". The album's back cover included a "letter" from Zappa-created fictional character Suzy Creamcheese (who also appears on the album itself), which read:
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 a 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. Sincerely forever, Suzy Creamcheese, Salt Lake City, Utah.
Because the text was printed in a typeface resembling typewriter lettering, some people thought that Suzy Creamcheese was real, and many listeners expected to see her in concert performances. Because of this, it was decided that "it would be best to bring along a Suzy Creamcheese replica who would demonstrate once and for all the veracity of such a beast." Because the original voice of Suzy Creamcheese, Jeannie Vassoir, was unavailable, Pamela Zarubica took over the part.
Early pressings of the album in the United States included a blurb for a "Freak Out Hot Spots!" map. Inside the gatefold jacket the small ad was aimed at people coming to visit Los Angeles and it listed several famous restaurants and clubs including Canter's and The Whisky a Go Go. The ad also claimed information concerning police arrests. It states: "Also shows where the heat has been busting frequently, with tips on safety in police terror situations". Those interested in the map were instructed to send $1.00 (US$10 in 2025 dollars) to MGM Records c/o 1540 Broadway NY. NY. address. The map was only available for a limited time, since the blurb was not included on later pressings and the space was left blank. It was eventually reprinted and included with The MOFO Project/Object, a four-disc audio documentary on the making of the album, released posthumously by the Zappa Family Trust in 2006, and then being included as a bonus for the 2013 vinyl reissue of the album; the original blurb has a no symbol behind it, and an addition to the text indicating its inclusion and noting that additional payment was not required.
Freak Out! reached No. 130 on the Billboard chart, and was not a critical success when it was first released in the United States. Many listeners were convinced that the album was drug-inspired, and interpreted the album's title as slang for a bad LSD trip. The album made the Mothers of Invention immediate underground darlings with a strong counter-cultural following. In The Real Frank Zappa Book, Zappa quotes a negative review of the album by Pete Johnson of the Los Angeles Times, who wrote:
I guess you might call it surrealistic paintings set to music. Not content to record just two sides of musical gibberish, the MOI devote four full sides to their type of "artistry". If anyone owns this album, perhaps he can tell me what in hell is going on ... The Mothers of Invention, a talented but warped quintet, have fathered an album poetically entitled Freak Out, which could be the greatest stimulus to the aspirin industry since the income tax.
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