Trout Mask Replica

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Trout Mask Replica
Released 1969
See also:
Grow Fins: Rarities 1965-1982
Captain Beefheart Power Station


  • Captain Beefheart [ Don Van Vliet ] - (bass clarinet, tenor sax, soprano sax, simran horn, musette, vocal)
  • Rockette Morton [Mark Boston] - (bass, narration)
  • Antennae Jimmy Semens [Jeff Cotton] - (steel-appendage guitar, flesh horn, vocal on Pena)
  • Zoot Horn Rollo [Bill Harkleroad] - (glass finger guitar, flute)
  • The Mascara Snake [Victor Hayden] - (bass clarinet, vocal)
  • Doug Moon - (guitar on China Pig)


  • Drumbo [ John French ] - (drums, percussion)
  • Gary Marker - (bass guitar on 'Moonlight' & 'Veteran')
  • FZ (comments on The Blimp)


Double LP

Side One

  1. Frownland (1:39)
  2. The Dust Blows Forward 'N The Dust Blows Back (2:04)
  3. Dachau Blues (2:21)
  4. Ella Guru (2:23)
  5. Hair Pie: Bake 1 (4:57)
  6. Moonlight on Vermont (3:55)

Side Two

  1. Pachuco Cadaver (4:37)
  2. Bills Corpse (1:47)
  3. Sweet Sweet Bulbs (2:17)
  4. Neon Meate Dream Of A Octafish (2:25)
  5. China Pig (3:56)
  6. My Human Gets Me Blues (2:42)
  7. Dali's Car (1:25)

Side Three

  1. Hair Pie: Bake 2 (2:23)
  2. Pena (2:31)
  3. Well (2:05)
  4. When Big Joan Sets Up (5:19)
  5. Fallin' Ditch (2:03)
  6. Sugar 'n Spikes (2:29)
  7. Ant Man Bee (3:55)

Side Four

  1. Orange Claw Hammer (3:35)
  2. Wild Life (3:07)
  3. She's Too Much For My Mirror (1:42)
  4. Hobo Chang Ba (2:01)
  5. The Blimp (2:04)
  6. Steal Softly Thru Snow (2:13)
  7. Old Fart At Play (1:54)
  8. Veteran's Day Poppy (4:30)
  1. Frownland (1:41)
  2. The Dust Blows Forward 'N The Dust Blows Back (1:53)
  3. Dachau Blues (2:22)
  4. Ella Guru (2:27)
  5. Hair Pie: Bake 1 (4:59)
  6. Moonlight on Vermont (3:59)
  7. Pachuco Cadaver (4:40)
  8. Bills Corpse (1:49)
  9. Sweet Sweet Bulbs (2:21)
  10. Neon Meate Dream Of A Octafish (2:26)
  11. China Pig (4:02)
  12. My Human Gets Me Blues (2:46)
  13. Dali's Car (1:26)
  14. Hair Pie: Bake 2 (2:23)
  15. Pena (2:34)
  16. Well (2:08)
  17. When Big Joan Sets Up (5:18)
  18. Fallin' Ditch (2:08)
  19. Sugar 'n Spikes (2:30)
  20. Ant Man Bee (3:57)
  21. Orange Claw Hammer (3:35)
  22. Wild Life (3:09)
  23. She's Too Much For My Mirror (1:40)
  24. Hobo Chang Ba (2:02)
  25. The Blimp (2:05)
  26. Steal Softly Thru Snow (2:18)
  27. Old Fart At Play (1:51)
  28. Veteran's Day Poppy (4:32)

Release Notes

The LP;

Recorded at Whitney Studios, Glendale, CA; April 1969
Released 1969 (US Original) on Straight Label (STS 1053)
Produced by Frank Zappa
Arranged by Don van Vliet
Engineered by Dick Kunc
Album design: Cal Schenkel
Photography: Ed Caraeff/Cal Schenkel
Special electronic modifications on Captain Beefheart's band equipment by Dick Kunc
Most recent in a long series of contract negotiations leading to an actual signing: Neil C. Reshen
All songs written by Captain Beefheart [© 1969 Words & music copyrighted for the world by Beefheart Music Co. BMI]

The CD reissue;

As above, with the addition: CD design and restoration: Tom Recchion

Uncredited (for both LP & CD);

Tracks 1:6 & 4:8 - recorded & engineered by FZ at Sunset Sound Studios, Hollywood, CA; c. late 1968
Tracks 1:2, 1:5, 2:5, 3:3 & 4:1 - from recordings made by Beefheart/French at the house.
Track 2:5 - produced & engineered by Don van Vliet
Track 4:1 - produced by Don Van Vliet & engineered by John French
The Blimp - recorded over telephone by FZ (FZ: intro comment, Cotton: narration) and at Columbia University, New York, 1969

Liner Notes

Beefheart plays two instruments simultaneously on two tracks:
The Tenor & Soprano sax on 'Ant Man Bee' and the Simran Horn & Musette on 'Neon Meate Dream Of A Octafish'.

Background Information

What Zappa said of the album and working with Beefheart;

"...The high point of our relationship (according to Rolling Stone -- and aren't they some kind of authority on these matters?) was making the Trout Mask Replica album together in 1969. Don [van Vliet] is not technically oriented, so, first I had to help him figure out what he wanted to do, and then, from a practical standpoint, how to execute his demands. I wanted to do the album as if it were an anthropological field recording -- in his house. The whole band was living in a small house in the San Fernando Valley (we could use the word cult in here). I was working with Dick Kunc, the recording engineer on Uncle Meat and Cruising With Ruben & The Jets. To make remote recordings in those days, Dick had a Shure eight-channel mixer remounted in a briefcase. He could sit in a corner at a live gig with earphones on and adjust the levels, and have the outputs of the briefcase mixer feeding a Uher portable tape recorder. I had been using that technique with the M.O.I. for road tapes. I thought it would be great to go to Don's house with this portable rig and put the drums in the bedroom, the bass clarinet in the kitchen and the vocals in the bathroom: complete isolation, just like in a studio -- except that the band members probably would feel more at home, since they were at home. We taped a few selections that way, and I thought they sounded terrific, but Don got paranoid, accused me of trying to do the album on the cheap, and demanded to go into a real recording studio. So we moved the whole operation to Glendale, into a place called Whitney, the studio I was using at that time -- owned by the Mormon church. The basic tracks were cut -- now it was time for Don's vocals. Ordinarily a singer goes in the studio, puts earphones on, listens to the track, tries to sing in time with it and away you go. Don couldn't tolerate the earphones. He wanted to stand in the studio and sing as loud as he could -- singing along with the audio leakage coming through the three panes of glass which comprised the control-room window. The chances of him staying in sync were nil -- but that's the way the vocals were done. Usually, when you record a drum set, the cymbals provide part of the 'air' at the top end of the mix. Without a certain amount of this frequency information, mixes tend to sound claustrophobic. Don demanded that the cymbals have pieces of corrugated cardboard mounted on them (like mutes), and that circular pieces of cardboard be laid over the drum heads, so Drumbo [ John French ] wound up flogging stuff that went "thump! boomph! doof!" After it was mixed, I did the editing and assembly in my basement. I finished at approximately 6:00 A.M. on Easter Sunday, 1969. I called them up and said, "Come on over; your album is done." They dressed up like they were going to Easter church and came over. They listened to the record and said they loved it. The last time I saw Don was 1980 or '81. He stopped by one of our rehearsals. He looked pretty beat. He had gone back and forth with some contracts at Warner Bros., and it just hadn't worked out. I suppose he is still living in Northern California, but not recording anymore. He bought some property up there -- someplace where he could see whales swim by.

With Beefheart's house becoming the makeshift 'studio' in which this album was written and rehearsed, both the closeted nature of this living room environment and Beefheart's off-the-wall method of working caused many fractious moments in this period. Details of these events can be found collectively in the booklets contained within the Captain Beefheart compilation CDs 'The Dust Blows Forward: An Anthology' & 'Grow Fins: Rarities 1965-1982', both released in 1999. (The latter containing a previously unreleased version of a song taken from this Trout Mask Replica album, Orange Claw Hammer, with FZ on guitar).

Before the album release an incident involving Beefheart's replacement of drummer John French resulted in French- much to his chagrin- not being credited on the album. It is widely acknowledged by band members that French's input was fundamental to the structure of the tracks, both in his drumming skills and in his ability to transcribe Beefheart's often scribbled ideas into playable pieces for other band members. Much of the album's musical development was captured daily on a domestic tape machine and portions of these recordings by Beefheart and French have been used directly on the album, adding to the musique concrète effect Zappa had envisaged of the project.

As Zappa's concept of recording 26 of the tracks at the house with Dick Kunc caused contention with Beefheart, a six and a half hour session was booked at Whitney Studios. The band were so well rehearsed that, according to French, "We actually did the basics in four and a half hours". The two remaining tracks 'Moonlight On Vermont' and 'Veteran's Day Poppy' had been recorded by FZ late in the previous year at Sunset Sound, with Gary Marker standing in for a departed Magic Band bass-player. Marker helped develop these tracks at the house and his involvement came about by virtue of his work in The Rising Sons with Ry Cooder, an ex Magic Band musician. French says of these two tracks "There is a different sound on those songs which can be attributed to the fact that the studio had recently been refurbished to 'solid state' electronics, and Frank [Zappa] was still a little unfamiliar with the equipment". Neither Marker or the studio gained credit on the album.

Conceptual Continuity

'Dali's Car' is a track on the album. During the album's development, according to drummer John French in Grow Fins: Rarities 1965-1982, the band visited Salvador Dali's art exhibition at the LA County Arts Museum, followed by discussions between FZ and French regarding his [French's] transcript of 'Dali's Car' which Beefheart "had just written". In the May 9, 1970 New Musical Express article Zappa – Outrageous Star Allan McDougall writes "...he [Zappa] spends most of his time in the basement, which is worth describing since there can be no other like it in the world. It is about the size of a tennis court. One wall is covered by a painting by Salvadore Dali, of a car on fire..." Salvador Dali is included in the list of names on the cover of Freak Out! and the continuity is furthered with a homage to Dali in the Christopher Mark Brennan painting used for the cover art of Wazoo, derived from Slave Market with the Disappearing Bust of Voltaire by Salvador Dali, 1940.

Alternate Covers


ZFT # Version # # discs Format Catalog # Release
Artwork Comment
n/a 1
2 LP CBS Straight
2 STS 1053
1969 None   UK edition. Matrix # Side 1: STS 1053 A1 ; Side 2: STS 1053 B1 ; Side 3: STS 1053 C1 ; Side 4: STS 1053 D1 ; all 4 runouts have a 'triangle' of 3 dots opposite/across from matrices & sides 2/3 have, in space between matrices & dots, the mark: ( |
1 8T Warner Reprise
8ST 10532
1969 None    
1 CS Warner Reprise
CST 10532
1969 None    
2 LP Warner / Reprise
2 MS 2027
1972 None   Australian edition.
2 LP Reprise
K 64026
1975 None   UK edition.
1 CD Reprise
927 196-2
1990-10-25? 0075992719629   French edition printed in Germany. Matrix # IFPI 05L3 IFPI L011 759927196-2.4 06/04 V02


  1. In typical Beefheart fashion the sleeve notes provide ambiguous names for instruments. One such is 'Glass finger guitar' suggesting the Bottleneck guitar style of playing, brought to prominence by early blues musicians who literally used the neck of a broken bottle on their finger to create sustained sound-effects by oscillating it on the strings. Bill Harkleroad is an exponent of this playing style.
  2. (Can any 'techies' fill in the gaps on this one?) In late 1968 Zappa had a unique 16-track recorder built for him by T.T.G. Studios in Hollywood. This machine was moved to and from Sunset Sound in Hollywood and Whitney Studios in Glendale as and when needed, primarily for the recording of Hot Rats- released in Oct 69. In this timeframe Trout Mask Replica was produced, 2 tracks at Sunset (late '68), 26 at Whitney (early '69). Over in wikipedia Hot Rats it's claimed that Hot Rats was the 1st release on 16-track... it's very likely TMR was also put together on this equipment (regarding French's refs to 'unfamiliarity' etc)- and released before 'Rats'.

See Also

Musician information on Wikipedia: