
It’s not easy. But it’s worth the work.
Advanced
Intermediate
- Demonstrate a variety of Frank Zappa-esque guitar licks.
- Examine Zappa’s chord progressions and use of modes.
- Discuss Zappa’s guitar tone and rhythm sections.
This lesson simplifies Zappa’s ideas to make them more approachable and playable. Almost all of the examples begin on the downbeat, making them a bit stiff compared to Frank’s unpredictability, but easier to comprehend. I also repeated them several times, which Frank rarely did unless stating a theme or melody. This is the irony of Frank’s compositions versus his solos: The composed pieces are exacting and played meticulously, the solos are loose and performed with wild abandon.
That Ol’ Dorian, Santana, Zappa Thing
Before we get to the licks, we’re obliged to discuss the chord progressions and audio examples used in this lesson. Most of the time Frank would solo over a two-chord vamp and occasionally over one chord, or a one-note pedal. Check out “Cosmik Debris” below for an “occasional” 12-bar framework.
In the first few examples, the Dm7 to G7 chord progression implies the key of D Dorian (D–E–F–G–A–B–C), which is minor, yet more laidback than Aeolian. This is a mode Carlos Santana frequently solos in, so Zappa’s “Variations on the Carlos Santana Secret Chord Progression” is a pretty accurate name. My example’s vamp is based on Zappa’s “Son of Mr. Green Genes” and “Po-Jama People,” slightly slower.
Ex. 1 is common in Frank’s playing. Here, I use pull-offs to open-strings with a combination of triplet-based rhythms. You should also hear that I am subtly moving a wah-wah pedal. Nothing dramatic, just enough to highlight certain frequencies. A touch of wah is a key element of Zappa’s tone throughout his career.
Variation is key when dealing with repeated motifs. In Ex. 2 I moved the idea from Ex. 1 down an octave and tweaked the rhythm a bit. There is a triplet followed by four 16th-notes, then another triplet followed by two more 16th-notes. This grouping of different rhythmic figures is textbook Zappa.
Tremolo picking is a great technique that you can use to build energy and tension, while also adding a new melodic texture. In Ex. 3 I take a stab at something that Frank might play on the amazing live album, The Best Band You Never Heard in Your Life.
One of Zappa’s most adventurous solos is on the title track of the Apostrophe (') album. In Ex. 4 you can see how I emulated the off-kilter rhythms and combined them with open strings.
As you can tell by now, mixing rhythms is a hallmark of Zappa’s style. In Ex. 5 I leaned on both 16th-note and eighth-note triplets to give the lick an uneasy, frantic feeling. (Don’t forget to tremolo pick on beat 2 of the last measure.)
Ex. 6 is one of the most challenging licks in this solo. It features a combination of rhythms as well as tremolo picking. Use the slow-down feature to get this one right.
Ex. 7 introduces Zappa’s two-handed pick-tapping move. Several years before Eddie Van Halen’s two-handed tapping changed the world of guitar, Zappa was performing his own version of the technique. He would tap the frets with the round side of his pick, typically staying on one note for an extended period of time, while holding down a second note, or trilling (alternating between two notes) with his left hand. Full disclosure, I had to use a considerable amount of compression and gain to recreate this sound.
Finally, you can hear all these phrases in context in the complete solo below.
Two-Chord Mixolydian Vamp
These next examples emulate the solo section of what many consider to be one of the exemplary Zappa songs, “Inca Roads.” I might suggest that this could be the quintessential Zappa solo except for the fact that there are many versions of Frank improvising over this two-chord, IV–V Mixolydian vamp (this example features the chords D to E in the key of A major thus E Mixolydian). Note: I hate to contradict the master, as Zappa referred to this solo as being in the Lydian mode, but, at the risk of nitpicking, I hear this solo resolving to the V chord, thus Mixolydian, not Lydian.
In addition to several officially released versions of “Inca Roads,” this vamp, out of context, constitutes all three variations of “Shut Up ’n Play Yer Guitar” as well as “Gee, I Like Your Pants,” “A Cold Dark Matter,” and “Systems of Edges.” A similar vamp is also used in “Son of Orange County.” It might not be the definitive Zappa solo but it’s the definitive Zappa vamp. Let’s see what we can do with it.
Ex. 8 is another open-string lick, with a fast, grace-note slide that’s similar to the opening lick of “Son of Orange County” from Roxy & Elsewhere.
Just like we did in the Dorian examples, I took the motif in Ex. 8 and moved it up an octave for Ex. 9.
Ex. 10 is another pick-tapping lick, with more movement than the first one we played. You can hear this influence in Joe Satriani’s playing.
Ex. 11 features more unusual rhythmic groupings, alternating eighth-notes and eighth-note triplets. Though relatively manageable to play on their own, this combination of rhythms can be tricky to perform if you’re not used to interspersing them. One thought to keep in mind while working on these seemingly uncommon rhythms (I’m paraphrasing Zappa here): People don’t speak in 4/4 time or in straight eighths. The rhythms of human speech, in one way sound weird, but they also sound totally natural. If you keep this in mind in general, your solos could become more rhythmically imaginative.
One of the most intriguing parts of Zappa’s playing and musicianship is the use of dynamics. Rather than solo at a continuous, steady volume, he would play from very quiet to extremely loud and all points in between. He would do this both throughout his solos and also in short, discreet phrases such as Ex. 12.
Ex. 13 is our first example of low-string playing. Many players find this range too muddy for solos, but Frank spent considerable time improvising at the low end of his register.
Lydian Arpeggio Vamp
This final set of examples exhibit three different Zappa tendencies:
- Odd-metered progressions. Frank composed too many of these to count them all. This example is in 7/4.
- An arpeggio vamp. You can hear this in “Treacherous Cretins,” “The Deathless Horsie,” and “Watermelon in Easter Hay.”
- The Lydian mode. As mentioned earlier, the Mixolydian sound emphasizes the V chord in a IV–V progression.
The Lydian sound conversely emphasizes the IV or the 4th degree of the scale in the bass, as demonstrated in Ex. 14. These two chords, Add9 and Badd11/A are the IV and the V in the key of E, however, as the bass continues to drone the note A throughout, the tonal center of A Lydian is firmly established.
Ex. 15 provides more open-strings and bursts of notes. This particular lick shows how you can move around the fretboard, sustaining certain notes over others, all the while continuing to use the same phrasing and open-string ideas.
Ex. 16 is similar to a phrase heard in “Watermelon in Easter Hay,” with another dynamic, tremolo note to finish the line.
Ex. 17 is harder than it looks. It appears to run straight up the minor pentatonic scale at the 9th fret, but the double-picked notes, the added A(creating a hexatonic scale), and the unusual rhythmic groupings produce an unexpected challenge.
Ex. 18 has a combination of numerous approaches we’ve already covered: low-note playing, open-string pull-offs, and quintuplets…not to mention the slides to end.
Ex. 19 proves that Zappa wasn’t one to neglect classic blues-rock cliches. This example is like countless pentatonic blues licks yet with the added dimension of starting in an unexpected place, the second note of an eighth-note triplet figure, followed by unusual rhythmic groupings. For as Zappa-esque as this lick is, it would not be unusual to hear Jimi Hendrix to play such a phrase.
Zappa’s Rhythm Section
To faithfully imitate Zappa, you need a world-class rhythm section. Throughout his career, Frank’s various band lineups included outstanding bass players and drummers. So, while a drum loop and rudimentary vamp might serve the purposes of practice and a lesson, to recreate the Zappa sound, find yourself a like-minded bass player and drummer who are as committed to Zappa as you are—it will make all the difference.
Zappa Recommendations for the Newcomer
For those of you that are new to Zappa, here are a list of tracks that highlight his guitar playing within the context of unique songs and instrumental compositions.
“Son of Mr. Green Genes” Hot Rats (1969)
“The Grand Wazoo” The Grand Wazoo (1972)
“I’m the Slime” Over-Nite Sensation (1973)
“Stink Foot,” “Uncle Remus,” “Cosmik Debris” Apostrophe (’) (1974)
“Son of Orange County” Roxy & Elsewhere (1974)
“Inca Roads,” “Po-Jama People” One Size Fits All (1975)
“Black Napkins” Zoot Allures (1976)
“Inca Roads,” “Pygmy Twylyte” You Can’t Do That on Stage Anymore, Vol. 2 (Recorded 1974, Released 1988)
“Watermelon in Easter Hay” Joe’s Garage (1979)
“Heavy Duty Judy,” “Andy,” “Inca Roads,” “Zomby Woof” The Best Band You Never Heard In Your Life (1991)
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Club- or festival-provided stage amps can be hellish or angelic. Here are some of the devils and angels Premier Guitar’s editorial director has encountered along the road.
I have a slight allergy to backline amps. I shouldn’t, because I’ve played through a lot of them at clubs and festivals over the years, and most of my experiences have been fine, but I think a few bad combos and unfathomable heads put me off to a degree I can’t quite shake.
One of the first times I got the backline shivers was in the ’90s at a New York City club gig supporting John Sinclair, where I was told we would not need to bring amps. Awaiting me was a severely scarred Peavey Bandit combo with nary a knob left on its face, and the EQ and pre gain didn’t even have posts left. I just twisted a few stumps and gave up on the rest. How was the sound? Like an amplified fluorescent light bulb. On the other hand, I’ve never met a backline Peavey Classic series amp I didn’t like. Or, really, almost any backline amp that got the TLC it deserved, along with the heavy use. I once plugged into a right-out-of-the-box amp delivered to a club in Geneva by a then-emerging European manufacturer that sounded great during soundcheck, but its transformer died on the first chord of the first song in my band’s set. Luckily, they’d sent two, so we had to stop, open a box, mic the new amp, and jump back on the horse.Another case: I like a little drive, so imagine my dismay to find a backline at a satellite tent at a major festival with zero master volume amps. At the time, I wasn’t using effects—just a Strat and a Tele. So I plugged into a big blonde Fender and just turned up. The stage volume was brutal, but I had my tone so it was great. At least for me. I hope the drummer who played with me that day can still hear.
Sometimes, even speccing the backline doesn’t help. While playing a series of gigs in France, I requested either Vox or Marshall amps, such as an AC30 or JCM800, and at one big stage I encountered a fresh-looking JCM 2000 Triple Super Lead atop a 4x12. I must confess, I took one look at both decks of buttons and push-pulls and my heart sank. I was out of my comfort zone at the time. Try as I might, I could not get anywhere near the mocha, mid-ripe sound I get out of my ’72 Super Lead without turning up to a stratospheric level. I felt terrible. Not for the audience. It was an outdoor stage with plenty of open space. But for the stage crew. When one of them shouted, “Ted, es-tu psychotique?” between songs, I didn’t need to consult Google Translate to know what he meant. I was embarrassed and regretful about the volume, but had a great time playing, nonetheless. (Sorry, crew!)
“Awaiting me was a severely scarred Peavey Bandit combo with nary a knob left on its face, and the EQ and pre gain didn’t even have posts left.”
Over this summer I played a voter registration benefit, and the large venue that held it sent a really appealing backline list, with a Deluxe and a DeVille included. When I got there, there was a Deluxe but no other guitar amp per se. I had to play through a bass amp, and it was okay, thanks to my pedals, but a decidedly less-than-magical experience.
I feel like I’m whining, but like most of you I’ve spent years chasing a particular tone, and when I have my own rig it’s as delicious as German chocolate cake. So maybe I’m spoiled. And there are some backline amps I’ve coveted at gigs—like the humble Blues Junior at Nashville’s Eastside Bowl that’s been upgraded with a Deluxe transformer. It speaks eloquently.
There have been many other funky, hard-to-manage (at least for me) backline amps I’ve wrestled with over the years. After all, I’ve played in a lot of juke joints and roadhouses. And I used to sweat about it. But I finally made my “whatever” peace with backlines thanks to some advice from Luther Dickinson: “No matter what an amp sounds like, you have to stay out of your own head.” Just let the music fly.
In that spirit, two of this issue’s gear features deal with backlines. One is a public service: If you’ve never played through a backline, here’s what you should expect; or if you’re putting one together, as I’ve had to do many times, here’s what to consider. The other piece polls eight heavyweight guitarists on their own backline gear specs—lending insight on how established pros ensure that they sound like themselves under any circumstances.
So, if stage life throws you a lemon for an amplifier, just plug in and make it as juicy as you can. Don’t worry, because there’s another gig down the pike where you’ll sound exactly like yourself.
Two Notes Unveil the Next Giant Leap in Their Reactive Load Box Legacy With Reload II
Introducing Torpedo Reload II - Two Notes Audio Engineering's latest groundbreaking reactive load solution, featuring twin-channel operation, multi-impedance compatibility, and continuous attenuation. With a Celestion® Approved Load Response and 215W per channel power amplifier, Reload II redefines backline control.
Two Notes Audio Engineering, the world's leading innovator and manufacturer of load boxes, attenuators, and digital cabinet emulators, has just announced Torpedo Reload II - The latest installment in Two Notes’ class-leading reactive load solution legacy marking the definitive watershed in contemporary backline control.
Featuring twin-channel operation, selectable multi-impedance compatibility, and true continuous attenuation, Reload II is Two Notes’ most advanced Load Box to date. Its mission is simple: unleash the power of any amplifier or line-level source without compromise. Armed with a ground-up rework of their defining reactive load for a Celestion® Approved Load Response, the match is set to drive any amp’s power stage (rated up to 200W RMS) to perfection, retaining all the sonic integrity your performance demands. Scalable from a whisper to a full-throttle onslaught, Reload II’s ultra-transparent dual-mono 215W (per channel) amplifier/attenuator and paired speaker outputs preserve every facet of your tone. Add a Stereo FX Loop, dual Line outputs, and GENOME Reload II Edition (software download) into the mix and Reload doesn't just enhance your rig, it redefines it.
“When it came to developing Reload II, it was obvious this couldn't be a run-of-the-mill update of its predecessor. Fuelled by an ethos rooted in continual redefinition of contemporary backline control, we set our sights on a ground-up rework of our defining reactive load. The results speak for themselves: hands-down the best-in-class impedance match available on the market to date and the first reactive Load Box to feature an industry first Celestion® Approved Load Response.” Said Guillaume Pille, Two notes CEO. “Whether it’s a tube amp, a line level source, or even both simultaneously, all the hookup flexibility you demand from a Two Notes product is here. Throw a 215W (per cab output) power amplifier into the mix, and you’re primed with everything from studio-friendly silent loadbox operation to mainstage-ready source amplification. If that wasn't enough, there’s a suite of expertly-tuned tone-shaping tools - plus a super-versatile Stereo/Dual Mono FX loop - that all combine to make Reload II our most adaptable solution to date. The next generation of our Reactive Load legacy has arrived. It’s now up to you to reimagine your backline with everything the Two Notes ecosystem has to offer!
Reload II is now available for pre-order from Two Notes stockists worldwide, scheduled for shipping Q1 2025. At launch, Reload II ships with the following MAP / MSRPs
US: $999.99 (MAP)
Euro: 999.99€ (MSRP)
GBP - £849.99 (MSRP)
For more information, please visit two-notes.com.
Introducing Torpedo Reload II - YouTube
On That’s the Price of Loving Me, “We’re Not Finished Yet” is a love letter to Wareham’s 1968 Gibson ES-335.
The singer-songwriter-guitarist, known for his time with indie rock heroes Galaxie 500, Luna, and Dean & Britta, reunites with producer Kramer on his latest song-driven solo effort, That’s the Price of Loving Me.
“You want there to be moments where something unexpected hits you,” says Dean Wareham. “They’ve done studies on this. What is it in a song that makes people cry? What is it that moves you? It’s something unexpected.”
The singer-songwriter, 61, has crafted many such moments—most famously during the late ’80s and early ’90s, helping cement the dream-pop genre with cult-favorites Galaxie 500. Take the tenor saxophone, by Ralph Carney, that elevates the back half of “Decomposing Trees” from 1989’s On Fire, or the Mellotron-like atmosphere that bubbles up during “Spook” on This Is Our Music from 1990—both of which, notably, were recorded with journeyman producer Kramer, who’s part of Wareham’s rich sonic universe once again with the songwriter’s new solo album, That’s the Price of Loving Me.
Following This Is Our Music, the final Galaxie 500 album, Wareham and Kramer went their separate ways. The former founded the long-running indie-rock band Luna, formed the duo Dean & Britta with now-wife Britta Phillips, worked on film scores, and released a handful of solo projects. Kramer, meanwhile, grew into a hero of experimental music, playing with and producing everyone from John Zorn to Daniel Johnston. They stayed in touch, even as they drifted apart geographically, and always talked about working together again—but it took the weight of mortality to make it happen.
“[Kramer has] been saying for years, ‘It’s crazy we haven’t made a record together,’” says Wareham over Zoom, his shimmering silver hair flanked in the frame by a wall-hung cherry red Gibson SG and a poster of Rainer Werner Fassbinder’s 1975 drama Faustrecht der Freiheit. “He was living in Florida, and I was living elsewhere and doing other things. But I did lose a couple of friends over the pandemic, and it did occur to me, you can’t just say, ‘I’ll get to it’ forever. Not to be morbid, but we’re not gonna be here forever. We’re not getting any younger, are we?”
Dean Wareham's Gear
Wareham was a member of the early indie dream-pop trio Galaxie 500. After their split, he formed indie rock stalwarts Luna as well as Dean & Britta, with wife and Luna bandmate Britta Phillips.
Photo by Laura Moreau
Guitars
Amps
- Lazy J 20
- Mesa/Boogie California Tweed
Effects
- EAE Hypersleep reverb
- EAE Sending analog delay
- Dr Scientist Frazz Dazzler fuzz
- Danelectro Back Talk
- Joe Parker Raydeen overdrive
Strings, Picks, and Accessories
- Curtis Mangan nickel wounds (.010–.046)
- Dunlop Nylon .88 mm picks
- Truetone 1 Spot Pro CS12
In 2020, Dean & Britta recorded a covers album, Quarantine Tapes—the perfect opportunity, amid the agony of lockdown, to finally get Kramer involved. The producer mixed their hazy version of the Seekers’ “The Carnival Is Over,” which planted the seeds for a bigger collaboration on That’s the Price of Loving Me. At first, though, Wareham didn’t have any songs, so he gave himself a hard deadline by booking some time at L.A. studio Lucy’s Meat Market.
“What is it in a song that makes people cry? What is it that moves you? It’s something unexpected.”
“I don’t write songs every day—sometimes I don’t write songs for a whole year or something,” he says with a laugh. “The only thing that gets me to do it is booking studio time. Then I have to write some songs because it’ll be embarrassing if I show up with nothing.”
The space itself—decked out with a jaw-dropping amount of vintage guitars and amplifiers and keyboards—helped animate his sleepy-eyed and gently psychedelic songs. “I thought I had a few nice instruments,” Wareham says, “but I showed up, like, ‘Oh, your Les Paul’s from 1955? I think I’ll play this one. Your Martin is from the ’40s?’” Speed and spontaneity were essential: They worked six full days, with Kramer guiding him to capture every performance without overthinking it.
Wareham’s latest was produced by Kramer, a former member of Shockabilly, Bongwater, and the Butthole Surfers who owns the legendary underground label Shimmy-Disc. He produced all three Galaxie 500 LPs.
“[That’s] how I worked with Kramer back in the day too,” he recalls. “Maybe it kinda spoiled me—he was always like, ‘Yep, that’s it. Next!’ I got lazy about going back and redoing things. We’d make the decision and move on: keep that drum track and bass track. Maybe Britta [bass, backing vocals] would change a few things. Sometimes you’re with people who think every single thing should be replaced and made perfect, and you don’t actually have to do that. When it came time for me to overdub a guitar solo or something, Kramer would just allow me two takes generally: ‘Do it again a little differently. That’s it. That’s good.’”
“I thought I had a few nice instruments, but I showed up, like, ‘Oh, your Les Paul’s from 1955? I think I’ll play this one.’”
The material itself allowed for such malleability, with ringing chord progressions and gentle melodies often influenced by the musicians who happened to be gathered around him that day. “You Were the Ones I Had to Betray” has the baroque-pop sweetness of late-’60s Beatles, partly due to the sawing cellos of L.A. session player Gabe Noel, who also added some boomy bass harmonica to the climax. “It’s an instrument you’d mostly associate with the Beach Boys, I guess,” Wareham says. “It kinda sounds like a saxophone or something.”
Wareham, his 335, and Mesa/Boogie California Tweed at a recent Luna show, with bassist Britta Phillips in the background.
Photo by Mario Heller
It’s easy to get wrapped up in the warm hug of these arrangements, but it’s also worth highlighting Wareham’s lyrics—whether it’s the clever but subtle acrostic poetry of “The Mystery Guest” (“I’d never done that before, and it’s not that hard to do actually. Sometimes it’s just to give yourself a strange assignment to get yourself thinking in a different way”) or the hilarity of “We’re Not Finished Yet,” which scans as carnal but is actually a love letter to his semi-recently acquired 1968 Gibson ES-335.
“Sometimes it’s just to give yourself a strange assignment to get yourself thinking in a different way.”
“I read this poem about a guy polishing an antique wooden cabinet or something,” Wareham explains. “I thought, ‘That’s funny—it’s vaguely sexual, how he’s like rubbing this thing.’ I thought it would be funny if I wrote a song not about a piece of furniture but about the guitar—the experience of buying this. The lyrics in there: ‘I waxed you; I rubbed you; I reamed you.’ It all sounds like a dirty song, but it’s like, ‘No, I had to get the peg holes reamed!’ It works kind of as a love song, but that’s what it’s really about.”
Which brings us back to that idea of the unexpected. The most beautiful touches on Loving Me, crafted with his ol’ producer pal, are the ones that appear out of nowhere—like the blossoming guitar overdubs of “New World Julie” and “Dear Pretty Baby.” Kramer, he says, liked to “run two or three guitar tracks at once, where it becomes a symphony of guitars.”
These surprises, indeed, are the moments that stick with you.
YouTube It
Luna’s four-song performance on KEXP showcases Dean Wareham’s sparse, low-key indie rock vibe as well as his simple and sweet guitar embellishments.