Roxy & Elsewhere

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Album History
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Roxy & Elsewhere
Released September 1974
See also:
The Old Masters, Box III


The Roxy Band:

The Elsewhere Band:




Side One

  1. Preamble (1:24)
  2. Penguin In Bondage (5:24)
  3. Pygmy Twylyte (3:22)
  4. Dummy Up (5:03)

Side Two

  1. Preamble (0:54)
  2. Village Of The Sun (3:24)
  3. Echidna's Arf (Of You) (3:54)
  4. Don't You Ever Wash That Thing? (9:47)

Side Three

  1. Preamble (2:10)
  2. Cheepnis (4:22)
  3. Son Of Orange County (5:55)
  4. More Trouble Every Day (6:08) - related to Trouble Every Day

Side Four

  1. Preamble (1:25)
  2. Be-Bop Tango (Of The Old Jazzmen's Church) (15:23)
  1. Penguin In Bondage (6:48)
  2. Pygmy Twylyte (2:13)
  3. Dummy Up (6:03)
  4. Village Of The Sun (4:17)
  5. Echidna's Arf (Of You) (3:53)
  6. Don't You Ever Wash That Thing? (9:41)
  7. Cheepnis (6:31)
  8. Son Of Orange County (5:54)
  9. More Trouble Every Day (6:01) - related to Trouble Every Day
  10. Be-Bop Tango (Of The Old Jazzmen's Church) (16:41)

Release Notes

Produced by FZ.
Overdubs at Bolic Studios & Paramount Studios, Hollywood.
Roxy remote recording by Wally Heider.
Re-mix engineer: Kerry McNab.
Road tapes engineer: Bill Hennigh
Design & Graphics by Cal Schenkel.
Cover Photography by Sherwin Tilton.
Liner Photography by Sherwin Tilton, Coy Featherston & Steve Magedoff.

Liner Notes

Background Information

Most of the album’s material comes from The Mothers’ six-night residency at the Roxy in Hollywood, 12/7-12/73. The “gymnasium extravaganza” at Edinboro State College in Pennsylvania on 5/8/74 provided some additional material (“Son Of Orange County” and “More Trouble Every Day”), as did the second of two concerts performed at the Auditorium Theater in Chicago, Illinois on Mothers’ Day (5/11): a section of “Penguin In Bondage.” Some overdubs, mainly to double Napoleon Murphy Brock’s vocals, were added that summer. The album came out in the fall.

The “Brian” Frank asks to turn up the onstage floor monitor volume is Brian Desper, his 1973-'74 sound man.

The reference to a penguin (a white groupie bound in black straps, considering the bondage-related introduction) follows up on the frozen wasteland of the suite about Nanook on Apostrophe ('). Knirps, a German umbrella company, is mentioned, hinting that a closed umbrella might be used as a sexual implement (and foreshadowing, in opened/protective form, the giant dog’s ejaculation in "Cheepnis" later on Roxy). "Knirps" is also German slang for "short person." Frank might have been aware of this tie-in to his munchkin ethic. The first word of the next song title is, after all, "Pygmy." The subject of penguins first came up during the 1967 Garrick Theater shows, and then onstage with the Flo & Eddie Mothers: A stuffed penguin would be shot through a hoop of fire made out of coat hangers wrapped with tissues. This explains some of the lyrics in "Penguin In Bondage," as well as the inclusion of the Johnny Cash tune "Ring of Fire" on The Best Band You Never Heard In Your Life.

The "hocker" mentioned in "Pygmy Twylyte" is a ball of phlegm in the throat, probably caused by chronic pot-smoking in this case; the lyrics are based on another foolish character in Frank’s real-life cast, the druggie. A diploma, stuffed with a gym sock to simulate the stench of marijuana, will be smoked in the next song. The "croakin’" denotes both the guy’s voice (or the sound he makes when trying to expel a hocker) and death by drugs. The line about "crankin’ an’ a-coke’n" updates the character’s drug repertoire, while the remark about trying to quell the munchies ("in the Winchell’s do-nut Midnite") and the mention of a stash-ready "Greyhound [bus station] locker" -- again foreshadowing the gym-sock part -- return to pot. The Winchell’s could also be unwittingly servicing narcotics junkies looking for sugar fixes.

This is apparently one hell of a binge; the guy’s also "hurtin’ for sleep in the Quaalude Moonlight," which refers to downers, while the "crystal eye" suggests smoked cocaine (or perhaps describes the character’s glazed vision, to go along with the glazed donuts). Of course, there might be more than one druggie in the lyrics. His/her/their conditions transform the environment, not them; they see particular types of "Midnite" and "Moonlight." Frank was always more poetic than he gave himself credit for. Winchell’s Donuts comes up again in "The Blue Light" on Tinseltown Rebellion, adding an alcoholic to the cast of substance dependents. "City Of Tiny Lites" (compare the title to "Pygmy Twylyte") on Sheik Yerbouti also mentions downers. These reprehensibles are apparently tiny, their limited (pygmy) universes reduced to light and dark, up and down.

The title of "Dummy Up" is a slang term that means to keep quiet; here, it also indicates a dumb, high person. Rhythm guitarist Jeff Simmons is pushing new, weird drugs on Napoleon, including a strange entree: a Desenex (foot powder) burger, rehashing the foot-odor concept from Apostrophe ('). In fact, Jeff goes on to offer him a cut-up, white gym sock (previously owned by Frank’s younger brother Carl), suggesting that he smoke it and use a high-school diploma as the rolling paper. Reseda, California is referenced, once again foretelling lyrics in "The Blue Light," in which the future’s illustrated with a growing puddle that "smells like the ocean" and is made out of pollution (oil) that will submerge California, turning it into another Atlantis. This cross-reference makes one wonder if Frank includes drugs among the kinds of pollution that will ultimately wipe out America. Along the way, the "Blue Light" lyrics poke fun at Donovan, who had a song called "Atlantis." The elixir sequence in 200 Motels also features Jeff and is recalled by the sock; during "Dental Hygiene Dilemma," he smokes the "still damp" towel of Atlantic Records head Ahmet Ertegun (Carl Zappa’s old sock is "still damp" as well; maybe the umbrella from "Penguin In Bondage" is still needed!) and exclaims, "What an aroma!" Frank’s remark to Napoleon about his nausea after smoking the sock/diploma, "You’ll grow out of it," alludes to the small-minded ("Pygmy") druggie of the previous song, as well as the sock.

An echidna’s a burrowing nocturnal mammal native to Australia and New Guinea; it boasts precarious claws and an anteater-like snout for supping on bugs, but otherwise resembles a large porcupine. The Mothers played several Australian dates during the summer of 1973. (One rumor has it that Frank simply saw an interesting-looking anteater at the Los Angeles Zoo.) Why it’s barking in the title is anyone’s guess, but the title reprises the old poodle subject and foreshadows the dog in "Cheepnis."

"Cheepnis" celebrates the charm and humor of cheesy 1950s horror movies. Frank’s description of a particular tawdry monster during the introduction ("sort of a rounded-off, pup-tent affair") recalls the cryptic lines "And then I’ll call Pup Tentacle/I’ll ask him how’s his chin/I’ll find out how the future is/because that’s where he’s been" from "Excentrifugal Forz" on Apostrophe ('), released months before Roxy and therefore rendering true the lyric about the pup visiting the future (this Roxy concert was recorded before Apostrophe (') was).

The threat of alien reproduction arises, presaging "The Radio Is Broken" on The Man From Utopia. The monstrous dog’s genitals are ascertained to be his weak spot (a "great big poodle thing," updating the smaller weeny eaten by the singer at the beginning of the song), so a giant pair of pants is brought out as bait. As the trousers are humped, the citizens in the area head for nuclear shelters, hoping to avoid being drowned in the climax. If the over-groomed canine, complete with rhinestone collar ("Buy a Fydo" -- the back cover of Absolutely Free), is meant to be a symbol of collective sexual repression threatening an entire population, then his ejaculation can be seen as an encompassing natural truth that the general masses strive to hide from: They’ve been made to feel scared of being sexual creatures.

The nursery-rhyme character Little Miss Muffet is of course mentioned because of the giant spider elsewhere in the lyrics. "Son Of Orange County" bashes Richard Nixon, but the other reason for this title is that most of the music in the piece revists "The Orange County Lumber Truck." This rendition begins with lyrics from the hippie affront "Oh No," just as that song preceded "Lumber Truck" during Mothers concerts in the '60s (and on 1970’s Weasels album, of course). "Oh No" was actually played in its entirety during the shows that spawned the Roxy album, but only the last verse is heard here as it leads into "Son Of Orange County" proper.

Conceptual Continuity


ZFT # Version # # discs Format Catalog # Release
Artwork Comment
19 1.1
2 LP Warner DiscReet
2DS 2202
1974-09-10 None   US edition.
1 8T Warner DiscReet
DIS 2D8 2202
  None   US edition.
2 LP Warner DiscReet
69201 0 x 1
  None   French edition. Back cover reference: 69201 (2DS 2202) 0 x 1. Matrix #
Face A: | 2D-2202 31797-|A
sign B
Face B: | 2D-2202 31798-|A
= 69 201 B sign B
Face C: | 2D-2202 31799-|A
= 69 201 C sign B
Face D: | 2D-2202 31800-|C
= 69 201 D sign B
1.2 Remaster Stereo 2 LP Barking Pumpkin
BPR 9999-5
1987-12-30     Included in The Old Masters, Box III set.
1 CS Barking Pumpkin
D4 74241
? 0013347424149?   US edition.
2 LP Zappa
? 5016583603915?   UK edition.
1 CD Barking Pumpkin
D2 74241
1992? 0013347424125?   US edition.
1 CS Zappa
? 5016583603946?   UK edition.
1 CD Zappa
1992 5016583603922   French edition. Matrix # ZAP CD 39 MPO 04 @@
1 CD Barking Pumpkin/MSI
MSI 80039
1992     Japanese edition.
Same as
1.2 but
track is

not sure
for old CDs
to the
Zappa Patio
1 CD Rykodisc
RCD 10520
1995-05-02 0014431052026   US edition. Matrix # IFPI L503 IFPI 8723 DISCTRONICS RCD 10520 01
1 CS Rykodisc
RAC 10520
1995-05-16 0014431052040   US edition.
1 CD VideoArts
VACK 5082
1995-06-25 4988112406803   Japanese edition.
1 CD VideoArts
VACK 5217
1996-04-15? 4988112408173   Japanese edition = Rykodisc RCD 10520 repackaged with an obi strip and extra liner notes in Japanese
1 CD VideoArts
VACK 1219
2001-10-24 4988112412750   Japanese edition, mini-album papersleeve.
1 CD Rykodisc
RCD 10901
2005-08-16 0014431090127   = VideoArts VACK 1219, the barcode is a sticker, the Ryko reference is not printed.


  1. Penguin In Bondage is both bands edited together. Much of the Roxy material is overdubbed.