Frank Zappa’s Guitarists: Interviews with Five Guitarists of the Zappa Kind

By: HP Newquist (National Guitar Museum) – February 1994

Since the beginning of time there was Frank Zappa. It is impossible to recall any period in modern rock that has not included Zappa’s mustachioed face, droll baritone voice, or his skewed and shrewd musical opinions on issues ranging from TV and censorship to the sexual preferences of Catholic school girls.

In the 1960s, he was the voice and guitar in front of the Mothers of Invention. In the 1970s, he was on Top 40 radio with “Don’t Eat the Yellow Snow” and not on any radio with masterpieces of perversion like Joe’s Garage. In the 1980s, his kids got in on the act, and Mr. Zappa went to Washington to battle Tipper Gore and the PMRC (if only we’d listened to his warnings about this woman while we still had a chance to change our votes). In the 1990s, Zappa is still putting together more of his opus-like musical masterpieces, and still unearthing hidden talent in every musician he hires.

Wherever and whenever he show up, Zappa is first and foremost the consummate musician, a composer as studious and prolific as the maestros of old. Zappa has constantly pushed the boundaries of musical experimentation by delving into strange song constructions and the intricate and difficult use of the guitar. In doing so, he has surrounded himself with some of the finest and most technically-adept guitarists ever to strap on a six-string. The list looks like a roster of the cutting edge from 1965 to 1994: Lowell George, Steve Vai, Adrian Belew, Warren Cuccurullo, Mike Keneally, and of course, Zappa himself. There are also dozens of illustrious non-guitarists who earned their stripes in Zappa’s ongoing musical boot camp: Terry Bozzio, Jean-Luc Ponty, Aynsley Dunbar, Patrick O’Hearn, to name a few. The term “boot camp” is used here in all seriousness; not only is Zappa’s music difficult to learn and even more difficult to play, but the man himself settles for nothing less than complete perfection from the musicians he hires. When they have served their tenure in Zappa’s group, these players lead their own bands or to work with anyone in the entire world of music. Most gigs are a day at the beach after Zappa.

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Harsh taskmaster that he may be, his former bandmates and disciples universally love and revere him. Zappa himself stopped playing guitar in concert in 1988, choosing instead to entrust those duties to others, including his son Dweezil. In recent years his compositions have ranged from avant-garde symphonic to the nearly classical. Zappa the man and the musician are almost too big a subject for any one article; hundreds of pages would be needed to discuss his approximately 70 albums (no one is quite sure of the exact number), his involvement in politics (Czechoslovakian President Vaclav Havel allegedly wanted to make Zappa his country’s cultural ambassador to the West), his protégés (Zappa signed or discovered such diverse artists as Alice Cooper, Captain Beefheart, the GTO’s and Tom Waits), and his current battle against prostate cancer. We have decided here to pay tribute to one significant part of his contributions to music: Zappa’s guitarists. In the following paragraphs, these guitarists recall snippets of life with Zappa, from the first meeting to their final curtain call.

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Warren Cuccurullo played with Frank beginning in 1978, even though the two had known each other for several years. Cuccurullo and several other Zappa alumni went on to form the widely-acclaimed cult band, Missing Persons. From there, Warren took over guitar duties with the former Duran Duran, who are enjoying a new stage of their career with Cuccurullo contributing his Zappa-inspired songwriting to the former pop idols. Cuccurullo can be heard on Joe’s Garage (I, II, III), Tinsel Town Rebellion, and Shut Up ‘N Play Yer Guitar.

“I was first exposed to Frank Zappa with the Hot Rats album. I liked his style of playing, the way he would go from blues type stuff to very complex fusion-like pieces. When I heard Overnite Sensation I decided I had to see this guy live. I finally saw him at Brooklyn College in 1975, and I couldn’t believe that anyone playing guitar in an ensemble could sound like that. It was phenomenal.

“For about two years I was going to his shows, and at one of them I met his sound guy. I would hang around talking to the sound guy after the shows. One night we were talking and he was saying stuff like, “You know how Frank is.” And I said, “No, I don’t. I’ve never met him.” He was really shocked – I’d been hanging around enough that the sound guy naturally assumed I knew Frank. So he introduced me to him at Frank’s next New York City show. We talked for a while and Frank told me to stop by at some of his other New York Stage gigs. So over the next year I kind of followed him around, taping shows so that I would hear stuff that he hadn’t released yet.

“In the meantime, I was trying to learn his stuff on the guitar. I never even thought of playing in his band though, because a lot of his guitarists were singers and I didn’t sing. One day, Frank approached me about working for him – as a radio promotions guy. He knew how enthusiastic I was about his music, and he thought I’d do a good job of talking him up to New York radio people. The turning point for me as a guitar player was when I was out to dinner one night with Frank in New York. We were sitting in this little place and William Burroughs and Allen Ginsberg were at the next table, and Frank starts making introductions. He introduced my friend as “This is Malcom, he’s a taxi driver,” and then he said, “This is Warren, he’s a guitar player.” I just went, “Wow.” I mean, I was a truck driver, and Frank was introducing me as a guitar player. After that I spent a lot of time just practicing in my basement. Frank had moved back to California and one night in 1978 I get a call from him saying that he was going to do a European tour, and would I like to try out for it. I left California the next day, and then the next thing I knew I was playing the Hammersmith Odeon – plucked right from the basement to the big stage. Frank was really a motivating force in my playing, especially because I wanted to better myself as a musician when I was playing with him. He exposed me to composers like Edgar Varese and Stravinsky. I mean, where else are you going to hear those guys? I didn’t know a fraction of what I know now before playing music with Frank. And with Frank, it’s all about music. If you were conscious, had a talent that he could exploit, didn’t come in stoned or drunk – which he wouldn’t tolerate – and he had enough of a personality that you could provide him with episodes and anecdotes he could use in a song or in his writings, then you could learn a fuck of a lot from him. Like, I had written some stuff on my own that I showed to Frank and we ended up using pieces of them in Joes’ Garage. He was just amazing when it came to splicing stuff together. There’d be a bunch of different guitar parts that didn’t seem to have anything to do with each other conceptually, and Frank would just make them fit together.

“But, Frank’s bands have a way of changing personnel a lot, and it got so that I wanted a more permanent band situation, as well as one where we would play to a wider audience. That’s when Terry Bozzio and his wife (Dale) and I decided to form Missing Persons. We wanted to do something cutting edge, like Blondie, the Motels, or the Cards, but with more of the kind of musical twists that Frank had taught us. Frank was behind us 100 percent. He even let us use his studio which had just been completed. We were the first band to ever record in the Utility Muffin Research Kitchen. That’s where we did Spring Session M.”

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Mike Keneally is the most recent of Zappa’s guitarists to strike out on his own. His new album, Hat, has just been released by Guitar Recordings and he and Dweezil Zappa are playing together in a band called Z. Keneally claims to have been under Zappa’s spell ever since age nine when he saw a poster of the then sinister looking Zappa peering out at him from a record shop wall. Check out Keneally on Broadway the Hard Way, and Zappa’s Universe.

“I always liked Zappa since I was a kid. I guess his strange humor sort of struck me because I was a strange kid. On a musical level I loved the whole idea of concepts on albums, but Frank did it better than anybody – he seemed to refine it so well. I also loved the structure of his music. On my 10th birthday I got his Fillmore East album, which is when the PMBC would probably say that I was “corrupted.” I’ve listened to his work ever since, over and over and over.

“In 1987, when I was living in San Diego, I heard that Frank was rehearsing a new band to do another tour, something he hadn’t done since 1984. I called his office and told them that I sang, played keyboards and guitar, and knew he stuff; if he was interested he could give me a call. I get this call back from Frank himself who basically said, “I heard you know how to play everything I’ve ever done. I don’t believe it, so get your ass up here and prove it.”

“All the way up to L.A., I had my brother drive while I practiced songs like “Sinister Footwear 2” and “What’s New in Baltimore?” in the back seat. I didn’t exactly know how to play everything he’d done, but I’d heard it all so much that I could pretty much fake my way through it. His playing style and his methods were etched in my brain. I got to the audition and Frank told me to play, “Cheapness.” I faked my way through it pretty well, and then he said he wanted me to play, “Strictly Genteel” on the piano. He put the sheet music in front of me and I started playing it from memory, since I can’t sight read. Well, Frank can’t sight read all that well either, and he’s looking over my shoulder to see if I’m playing what’s in front of me, but he can’t really tell. Finally, he stops me and asks, “Are you sight reading this?” And I said, “No.” He laughed and I got the job because he found someone who related to his music the way he did.”

“We went out soon after that and did the Broadway the Hard Way tour. Right after that, though, Frank decided he wanted to take some time off, so the band was sort of on hold. For the next few months, there was a thread of hope that we’d go back on tour, and everybody was kind of waiting for the next call. In the meantime, I spent all my time learning everything Frank had done on guitar. Before I joined Frank I was really more of a keyboard player, but I decided to work on my guitar playing, especially on his techniques and timings. Then Frank decided he wasn’t going to tour at all, and there I was, knowing all his songs with nowhere to play them.”

“The Zappa’s Universe project came up in 1991, and conductor Joel Thome approached Frank to get him involved. When it came time to pick a guitar player and a singer for the project, Frank said, “Get Keneally” and there I was. We did that whole show at The Ritz [in Manhattan] a couple of years ago, although the album just came out [in September]. Since then I’ve released my solo album, Hat, and I’ve been working in Dweezil’s band, Z.”

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Dweezil Zappa entered the Frank Zappa register of guitarists the old fashioned way: he was born into it. Though he has appeared with his dad on numerous live occasions since he was a pre-teen, Dweezil’s recorded contributions to the Zappa catalog are limited to Them or Us, The Best Band You Never Heard in Your Life, and possibly an uncredited appearance somewhere in the depths of one of Franks’ myriad Shut Up ‘N Play series projects.

“I started out playing guitar at 12, even though my dad gave me a guitar when I was 7 or 8. It was a Fender Musicmaster and I played it through a Pignose. I didn’t really know what to do with it, and after I’d hit this awful sound through the Pignose, I decided I didn’t sound too good. I put the guitar in the corner and left it there.”

“When I listened to my dad play the guitar, he didn’t play the kinds of stuff where I could listen to it and say, “That’s cool, that’s what I want to play.” It just wasn’t something you pictured yourself doing. But when I heard Van Halen, then I thought, “Now this is something I want to do.” Over the years [Frank’s] music had made more sense to me, and I think his influence has rubbed off on me as I get older. To really appreciate it, you have to have a certain skill level because it’s hard to understand a lot of his complex rhythms. But back when I was getting started, all I wanted to do was play fucking “Eruption.” As I got more into the guitar, Steve Vai was in my dad’s band and he started showing me stuff, like how to hold the pick. He made it all look so easy that I told myself I could probably do it too [Laughs]. Around then I’d try and learn a few of Frank’s songs. It was not stuff that I retain for a very long time, but that’s the way I am with all music, even my own. Once I write and record it, I forget it.”

“When I was 12, and had been playing guitar really only about 10 months, my dad put me on stage at the Hammersmith Odeon. Twelve years old and here I am playing in front of this huge crown in London. I got a big case of stage fright that I’ve only recently gotten over. From there I was playing on “Them or Us”, on “Stevie’s Spanking” and then a live version of “Sharleena.” Other than that, I’m not even sure where on Franks’ albums I show up. He’s got so many albums, and so many of them have different pieces from different shows and tours, I can’t even keep track. I’ve sat in on some stuff that will show up in a boxed set somewhere. One of the songs that I really liked playing is “Dirty Love,” and as far as albums go, “Apostrophe”, “Overnite Sensations”, and “Shut Up ‘N Play Yer Guitar are probably my favorites.”

“One of the greatest things about Frank and guitars is his guitars. He used to put Barcus Berry pickups on the guitar in weird places, all over different parts of the body and even the neck. He’d have 52 million knobs built into the guitar and you’d just look at them and have no clue what they do. But he knows exactly which one to turn and adjust, and he manages to create the one sound that is perfect for the part that he’s playing. That’s what happens with those guitars in the hands of the master. In the hands of some freak, you might have the most nightmarish sound – something you’d never want to hear again.”

“The way my dad works has also kind of worked its way into me. I’m working on this new piece called, “What the Hell Was I Thinking” that started out being 20 minutes and is now more than 70 minutes. I’m piecing it together in the studio with some of my favorite guitarists. So far I’ve got Yngwie Malmsteen, Eric Johnson, Brian May, Steve Morse, Warren DeMartini, Michael Lee Firkins, Allen Holdsworth, Albert Lee, and Brian Setzer, plus a few other guys who I’m still planning on bringing in. They’re all playing different parts over the backdrop to this song, and I’m getting them to do some things maybe they don’t normally do – like have a fusion guy play some heavy part. By the time it’s all done, it may sound like the voice of the Bulgarian Women’s Choir on the guitar.”

Adrian Below and his Parker Fly

Adrian Belew is one of those guitarists who inspires awe amongst his peers for his ability to play styles ranging from pop to avant-garde. His most high profile work has been in King Crimson, although he has worked with the likes of David Bowie and his own group, Bears. Belew is getting ready to release a new solo album as he reminisces about the grueling tutelage of Frank Zappa.

“I remember the first thing that Frank Zappa ever said to me. He sat me down and said, “You know. I don’t really play in 4/4 time that much. I use odd time signatures.” That was the beginning of my time with Frank Zappa, and that comment was one of the great understatements of all time.

“I was in a bar band in Nashville playing covers of Bowie and Rolling Stones tunes. Frank was in town and asked the chauffeur to take him to see a good band. Well, we happened to be the chauffer’s favorite band, so he brought Frank to see us. I saw him walk in from the back and just watch us, which made me a little nervous. In the middle of “Gimme Shelter,” he came up to the side of the stage and reached over and shook my hand. Later he got my name and number from the chauffeur, and not too long after that he gave me a call to come audition for him.

“This was in 1977, I was familiar with some of Frank’s work, but I had never played it. I borrowed a bunch of his records from a friend and then realized how hard it was to play. Trying to figure it all out, I never thought that I would pass the audition. When I got to Frank’s it was the day they were installing the studio, so I’m standing there in the middle of these movers and electricians running around. I’m trying to concentrate on playing well and Frank’s on the other side of the room with all these people moving stuff in and around us. I knew that I had done a bad job by the time I finished, so before Frank could tell me that it wasn’t going to work I said to him, “Look, I can play much better than this, give me another chance in a quieter setting.” So we went upstairs to another room and he sat on the couch and I redid the audition. That time, I knew I played well and Frank gave me the job.

“We began three months of rehearsal, and it was pretty tough rehearsal. Ten hours a day, five days a week. I’d spend my weekends with Frank, and he’d prep me before the week’s rehearsals, so that I was ready when we went to play with everybody else. I needed a little more coaching than everybody else. During those weekends, I’d watch him arrange pieces of music and it was just amazing. For those three months it was just a joy being around him, because I picked up so many things. He’s a wealth of knowledge.

“He showed me various guitar exercises, like one where you take a basic D chord, move it up the neck, but pick it with different accents on different strings as you’re moving it. They were tough to do, but after all that time learning his technique and music – I ended up knowing five complete hours of Frank’s music – you feel like you can master any style that you encounter.

“During those same weekends, Frank exposed me to the recording and mastering process. We’d go up into the studio every night and he would show me the science of mastering: how to pace songs, how to sequence songs, how to link them together on tape. That was a whole new world to me and it was a fantastic learning experience.

“All my work with Frank was on the live performances. We did the New York show of Sheik Yerbouti, as well as some other stuff that showed up on You Can’t Do That On Stage Anymore. While Frank was in between tours and editing his movie, Baby Snakes, I got a call to go out on the road with David Bowie. Unfortunately, after that I never got a chance to rejoin Frank. It’s too bad, because everything about the school of Zappa music was wonderful. I just wish I could have stayed longer.”

Steve Vai - Photo credit: Michael Mesker

Steve Vai’s connection to Frank Zappa is perhaps best known of all the guitarists listed here. As a 17-year old at Bostons’ Berklee School of Music, Steve sat about transcribing the most difficult music he could find, including a version of Zappa’s “The Black Page.” He sent his transcriptions off to Zappa, along with a demo tape. Zappa hired him as a “stunt guitarist” and full-time transcriber in time for albums like Tinsel Town Rebellion, You Are What You Is, Ship Arriving Too Late to Save a Drowning Witch, and the infamous Shut Up ‘N Play Yer Guitar series. A detailed, voyeuristic look at Vai’s escapades in Zappa’s band were chronicled in a song called, “Stevie’s Spanking” off of Them or Us.

“There’s quite a lot of stuff I did with Frank, but none of it is improvised, it’s all Frank’s music. When you hang around with Frank, he’s such a powerful personality and I was always in awe of what he did. I just fed off what he did and that was my creativity. It was astounding to watch him create: it was overwhelming in a sense. It was devastating to my own creativity because it was so massive. I mean, I saw how he created, and he had no holds barred. He did what he wanted and did it on the spur of the moment, and his inspiration was simple and intuitive, and I learned that’s how you do things – simply, very simply.

“When I had gotten on the road with Frank, I was a nervous wreck. I wasn’t eating right, I was sick, I was fooling around all the time. I was 19 years old and I was out there and I got no respect from anybody on the crew. I was under a lot of pressure because the music was so hard to play and I didn’t want to make any mistakes. I did – it was inevitable – but the music was extremely hard and I had to keep practicing all the time. But, it was all really just nerves. I thought Frank was going to send me home. Why he didn’t, I don’t know.

“As far as playing guitar, some people are born with inner time and some people just have to work on it. I didn’t even realize what it was until I started working with Frank. He just sat and tried to punch me through this one [song] and I said, “I don’t understand, Frank.” I’m surprised he didn’t fire me or just say, “Forget it, I’ll get somebody else.” But he was patient with me and explained to me what it really meant to be in time. I loved Frank’s music, I loved playing it, and I loved learning it. And what I learned most from Frank was integrity and honesty.”

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About HP Newquist: HP Newquist is the founder of The National Guitar Museum, the first museum dedicated to the evolution and cultural impact of the guitar. He has authored books that have explored a wide range of subjects and include: Legends of Rock Guitar (with Peter Prown); The Way They Play series (including Blues Masters, Hard Rock Masters, Metal Masters, Acoustic Masters), with Rich Maloof and the award winning The Great Brain Book: An Inside Look At The Inside Of Your Head. Newquist is the past Editor-in-Chief of Guitar Magazine. He wrote Going Home, a Disney Channel documentary featuring Robbie Robertson, as well as directed the film documentary, John Denver – A Portrait.

NOTE: This interview is reprinted from an article by HP Newquist, originally published in GUITAR Magazine (February 1994). It appears here courtesy of Newquist and The National GUITAR Museum.