In August 1970, after releasing the album Burnet Weeny Sandwich earlier that year, Frank Zappa released a second album of music previously recorded by the now-defunct The Mothers of Invention. His original plan was to release a 12-LP box set of the band’s material based on recordings they made since the late 1960s, but no record label was interested in committing a commercial suicide of that magnitude.

Zappa said in an interview the same month: “What I’ve been doing is ripping up the twelve albums, which were already edited, chopping them up and I put together a new album called Weasels Ripped My Flesh. It is an all-live album. Most of the music on it—I’d say 80% of it—is group improvisation. Not just accompaniment with solos, but where the group was conducted into a spontaneous piece of music.”

Zappa, who is well known for his career-long diligence in recording his band’s live performances, talked about how the recordings were captured during the 1960s: “We had an engineer that used to travel with us, named Dick Kunc. He had this little mixing board in a briefcase, four or five microphones, and a Uher recorder, and we used to go around and make live recordings with that.” Richard Kunc remembers one tour when The Mothers went on an East Coast tour without him: “A couple of days went by and I got a call from Frank saying, ‘I’ve changed my mind, I want you to come and record the rest of this tour.’ I said, ‘Frank, you may not have noticed but we don’t have any equipment!’ He said, ‘I know—just buy what you need and put it together.’ To him it was buy a screwdriver and a pair of pliers and that’s it—you’re off, what else do you need?”

The album cover features the iconic cover art by artist Neon Park. The story of that cover is worth telling. Park was part of the Family Dog, a design group based in San Francisco, creating posters and handbills for shows at the Fillmore Auditorium and the Avalon Ballroom. One poster in particular, created for a group called Dancing Food, caught the eye of Frank Zappa, who was looking for an artist to paint the cover of his next Mothers of Invention album. Zappa met with Neon Park, bringing with him a 1956 issue of Man’s Life magazine. The cover featured a masculine man, waist-deep in water, being attacked by weasels left and right tearing at his flesh. Clearly the stuff that men go for. More importantly, the story on that cover was titled “Weasels Ripped My Flesh”. Zappa dished out a challenge to the artist, saying “This is it. What can you do that’s worse than this?” Park rose to the occasion. He found an advertisement for a Schick electric razor with a smiling brilliantined man happily using his newly acquired electric gizmo. He drew a comic of the shaving man, replacing the razor with a weasel, ripping the man’s flash. The man is still smiling, mind you. Warner Brothers gasped at the proposed cover but released it reluctantly. Park did not get what all the fuss was about: “It was an infamous cover, although by today’s standards, it’s pretty tame. It’s not like eating liver in Milwaukee.”

Frank Zappa – lead guitar, vocals Jimmy

Carl Black – drums Ray Collins – vocals

Roy Estrada – bass, vocals

Bunk Gardner – tenor saxophone

Lowell George – rhythm guitar, vocals

Don “Sugarcane” Harris – vocals, electric violin

Don Preston – organ, RMI Electra Piano, electronic effects

Buzz Gardner – trumpet and flugel horn

Motorhead Sherwood – baritone saxophone, snorks

Art Tripp – drums

Ian Underwood – alto saxophone

DownBeat magazine again praised Frank Zappa and gave the album five stars in its December 1970 review, summarizing: “As a composer, as an arranger, even as a guitarist, he is seldom equaled in rock. Weasels Ripped My Flesh is ultimately an album as magnificent as its cover is hilariously grotesque.”’

In part 1 of this article we discussed the album ‘King Kong: Jean-Luc Ponty Plays the Music of Frank Zappa’, released in May 1970. Shortly after its release, Frank Zappa went on a tour of the US East Coast and Europe with a newly formed lineup of The Mothers of Invention. A number of notable artists joined that incarnation of the band.

The first has been mentioned in part 1. George Duke, who participated in the recording of King Kong as Jean-Luc Ponty’s musical partner, impressed Zappa enough to get an invitation to join the group. Duke’s stint with this lineup was brief and only lasted until the end of 1970. He rejoined in 1973 for one of Zappa’s classic lineups. He talked about the experience with the band in 1970: “When I was first in the band, I didn’t play a lot of keyboards. That was Ian Underwood. I played mostly trombone. He found out I played trombone and I realized, why did I tell him that? When I rejoined in 1973, I said, ‘I’ll rejoin this band on one condition: I will not even look at that trombone!’“ Like anyone else who played with Zappa, Duke was all respect and compliments to the band leader: “He was the first musician I ever met that seemed to know as much about the technical side of recording as he did about the artistic side. As a bandleader he was a taskmaster – very tough. If you didn’t play parts right, you were in trouble. He’d call you out on stage. I got called out once: ‘George has made a mistake and he’s going to play it for you by himself.’”

Next is drummer Aynsley Dunbar, who met Zappa late in 1969 while he was with his excellent group The Aynsley Dunbar Retaliation. He tells the story of that meeting: “I met Frank at the BYG Actuel Festival in Brussels in 1969. He wanted to sit in with us and we did about two numbers together. We chatted about a few things in the beer tent.” The impromptu jam got Dunbar the job. Zappa offered him the drummer’s seat, which Dunbar initially rejected: “I turned it down because I had just formed Blue Whale but I thought about it and a week later accepted. It was only after very careful consideration and thought that I decided to join.” Zappa made a good bargain, getting one drummer for the price of two. He explained the choice he made: “If there was one weak point in the old Mothers it was the rhythm section. It was too static. In order to synchronize both drummers they had to be limited in the type of things they could play. So the beat stayed pretty monotonous. I heard Aynsley Dunbar play at this pop festival in Belgium and I really liked the way he played.”

And last but not least, not one but two front men. Frank Zappa tells the story of how he met them: “Just before the Mothers broke up, we’d worked some gig where The Turtles were the opening act. We had a lot of laughs backstage with Howard Kaylan and Mark Volman, so it wasn’t inconceivable that I could imagine going on the road with them. They had the ‘road rat’ mentality which you need in order to tour. No matter how good a player is, if he doesn’t have that sense, he’ll die out there. I’ve learned the hard way about a few guys that I thought could play the parts but they just weren’t ‘roadable’.”

Howard Kaylan and Mark Volman, who scored major hits with The Turtles including Happy Together and Elenore, were in the audience when Zappa performed with the LA Philharmonic and Zubin Mehta. Zappa remembers: “They came backstage after the show, said they liked it, and told me that the Turtles had split up and they were looking for something to do. The rest is history.” Mark Volman picks up the tory: “Frank then invited us that weekend to a barbeque at the Zappas’ house. Frank told us to bring our saxophones. He took us downstairs to the ‘dungeon of horror’ and played some music for Howard and me. He quickly saw that we were not sax players. He said, ‘Look, we’re going over to England for eight shows. How would you like to come along and sing?’” The odd couple, prohibited from using their names due to contractual issues with their record company, came up with ‘Phlorescent Leech and Eddie’, after two ex-Turtle roadies. In short – Flo and Eddie.

With these group of musicians, plus multi-instrumentalist Ian Underwood and bassist Jeff Simmons, Frank Zappa released his first album that year of new material, Chunga’s Revenge. Zappa told Sounds magazine in December 1970: “Chunga’s Revenge was originally planned to be a follow-up to the ‘Hot Rats’ album. It just so happened that in the middle of production on the album I put together the new Mothers, so I thought ‘well, put them on the new album – they could use the session money. There’s a lot of free, just rocking out on Chunga’s Revenge’. Stylistically the album might be considered a transition between Hot Rats and Zappa’s next major project to be released in 1971 – 200 Motels.

Zappa was quite happy with the role that Flo and Eddie took with the touring band and featured them on six of the album’s tracks. He said this about their contribution to the band: “The lyrics certainly exceeded the old Mothers and I’ve got the opportunity to get them across better because of the two singers. They penetrate the sound mass.  When there was just me singing, the baritone voice was in the same range as the guitar and it got buried. Howie and Mark sing high and can come across better.”

The front cover photograph of Zappa taking one healthy yawn (not a pose) was taken by Phil Franks at a boring record label reception in England. If you venture to open the LP gate fold, you will find a beautiful illustration by Cal Schenkel with an odd character about which he said: “The idea for the inside spread was to illustrate the line ‘A gypsy mutant industrial vacuum dances about a mysterious night time camp fire…’. The vacuum-cleaner girl goes back to Frank’s early career—he saw a machine for cutting vinyl discs that looked like a ‘gypsy mutant vacuum cleaner’, as the song goes, and so I basically illustrated that lyric.” Zappa wrote this about the album’s title track: “This is the music to picture the vacuum cleaner dancing to. Think of where it sweats when it gets excited.”

Album credits: Frank Zappa – guitar, vocals, harpsichord, Condor, drums and percussions

Ian Underwood – organ, rhythm guitar, piano, electric piano, alto saxophone, pipe organ, electric alto saxophone with wah-wah pedal, tenor saxophone and grand piano

Aynsley Dunbar – drums, tambourine

John Guerin – drums

Max Bennett – bass

Jeff Simmons – bass, vocals

George Duke – organ, electric piano, vocal sound effects, trombone

Howard Kaylan – vocals

Mark Volman – vocals, rhythm guitar

Don “Sugarcane” Harris – organ

The band played both the Fillmore West and East venues in November of 1970. We end the article with a nice story about a meeting of two musical giants. On one of these shows an unlikely guest came for a visit, a friendly neighbor from Laurel Canyon. Zappa told the story to New Musical Express in December 1970: “When we played the Fillmore last week, Joni Mitchell was in our dressing room and I asked her if she wanted to come on stage and sing with us. She is very shy and we had to lead her on eventually, then I said to her ‘Look, we don’t play any of your songs and you don’t sing any of ours, so just make up some lyrics and we’ll follow you? We did a few chords for her and she started reciting this poem which began: ‘Penelope wants to fuck the sea!’

When she sang that first line, she blew all the kids’ minds. They couldn’t believe it was coming from her. She did another song that sounded a bit like ’Duke of Earl’ and we finished up doing that song.” Mark Volman remembers that unique episode in music history: “Joni had this huge smile on her face when she finished as though she had really broke some rules and Frank really laughed. I mean with a huge big ol’ grin he laughed out loud. Frank was someone you loved to perform for.”