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Album History
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Released November 1984
See also:
Thing-Fish Demos
Thing-Fish/Them or Us Promo
Specialized Digital Audio Gratification




Side One

  1. Prologue (2:56)
  2. The Mammy Nuns (3:50)
  3. Harry & Rhonda (3:36)
  4. Galoot Up-Date (5:29)

Side Two

  1. The 'Torchum' Never Stops (10:32)
  2. That Evil Prince (1:17)
  3. You Are What You Is (4:31)

Side Three

  1. Mudd Club (3:17)
  2. The Meek Shall Inherit Nothing (3:14)
  3. Clowns On Velvet (1:38)
  4. Harry-As-A-Boy (2:51)
  5. He's So Gay (2:48)

Side Four

  1. The Massive Improve'lence (5:07)
  2. Artificial Rhonda (3:30)
  3. The Crab-Grass Baby (3:48)
  4. The White Boy Troubles (3:35)

Side Five

  1. No Not Now (5:50)
  2. Briefcase Boogie (4:10)
  3. Brown Moses (3:02)

Side Six

  1. Wistful Wit A Fist-Full (3:53)
  2. Drop Dead (7:56)
  3. Won Ton On (4:20)
1986 CD

Disc One

  1. Prologue (2:56)
  2. The Mammy Nuns (3:31)
  3. Harry & Rhonda (3:37)
  4. Galoot Up-Date (5:27)
  5. The 'Torchum' Never Stops (10:33)
  6. That Evil Prince (1:18)
  7. You Are What You Is (4:31)
  8. Mudd Club (3:17)
  9. The Meek Shall Inherit Nothing (3:15)
  10. Clowns On Velvet (1:39)
  11. Harry-As-A-Boy (2:51)
  12. He's So Gay (2:48)

Disc Two

  1. The Massive Improve'lence (5:08)
  2. Artificial Rhonda (3:34)
  3. The Crab-Grass Baby (3:48)
  4. The White Boy Troubles (3:33)
  5. No Not Now (5:50)
  6. Briefcase Boogie (4:10)
  7. Brown Moses (3:02)
  8. Wistful Wit A Fist-Full (4:02)
  9. Drop Dead (7:56)
  10. Won Ton On (4:18)
1995 CD

Disc One

  1. Prologue (2:56)
  2. The Mammy Nuns (3:31)
  3. Harry & Rhonda (3:37)
  4. Galoot Up-Date (5:27)
  5. The 'Torchum' Never Stops (10:33)
  6. That Evil Prince (1:18)
  7. You Are What You Is (4:31)
  8. Mudd Club (3:17)
  9. The Meek Shall Inherit Nothing (3:14)
  10. Clowns On Velvet (1:52)
  11. Harry-As-A-Boy (2:34)
  12. He's So Gay (2:44)
  13. The Massive Improve'lence (5:08)
  14. Artificial Rhonda (3:31)

Disc Two

  1. The Crab-Grass Baby (3:47)
  2. The White Boy Troubles (3:34)
  3. No Not Now (5:50)
  4. Briefcase Boogie (4:10)
  5. Brown Moses (3:01)
  6. Wistful Wit A Fist-Full (4:00)
  7. Drop Dead (7:56)
  8. Won Ton On (4:18)

Release Notes

Liner Notes

Background Information

In April 1984, Zappa published a 21-page text extract (plus photos) of the musical comedy "Thing-Fish" in the pornographic magazine Hustler. Seven months later, the soundtrack was released but the staging of this work never took place. The title character's name was derived from "Kingfish", a stereotypically black character from the 1952 TV show "Amos & Andy". Thing-Fish speaks in a similar accent, and narrates the story of a young couple who desperately try to fit in and go to any lengths to accomplish their impossible goals.

In the plot, Thing-Fish has been deformed by the government's biochemical warfare against gays and minorities as part of the right-wing plan to cry "divine retribution" (à la Frank's theory about how Republicans started AIDS via religious missionaries' vaccinating of overseas primitives). The resulting "fear of God" helps value-preaching conservatives get elected, and also allows them to return favors to religious groups and televangelists who've donated campaign funds (cf. "Heavenly Bank Account" on "You Are What You Is").

"Of all of Frank Zappa's discography, Thing-Fish must be his most controversial, misunderstood, overlooked album. Obviously, it is not a masterpiece, but reducing it to a compilation album with a racist plot distorts the reality. First released as a three-LP set (and reissued on two CDs), this album is the 'original cast recording' of a never-produced Broadway show. Working-class joes have been mutated into potato-headed, duck-mouthed creatures by a government experiment gone wrong. They put up a Broadway musical in which reality and fiction become one for two members of the audience. The main character, Thing-Fish, is played by Ike Willis. His thick caricatured Negro accent is directly taken from Amos 'n' Andy's King Fish character. Zappa's intention was not to mock African Americans, but to ridicule the way they are depicted on Broadway, mainly a white male-dominated milieu. Harry and Rhonda, the two audience members drawn into the story by force, are played by Terry Bozzio and Dale Bozzio. Harry will realize he is gay, Rhonda will turn into a briefcase fetishist. Zappa exaggerates the yuppie trends of the mid-'80s (Harry is gay for 'career purposes'; Rhonda embodies the ultra-feminist) and slips into the plot concerns about the spread of AIDS being the result of governmental scientific experiments. It's crazy, offensive, barely holding together, but it sure is entertaining. To accommodate the plot, Zappa wrote a couple of new songs and re-recorded a handful of tracks from Zoot Allures, You Are What You Is, Tinsel-Town Rebellion, and Ship Arriving Too Late to Save a Drowning Witch with new lyrics. It is definitely for the seasoned fan (the conceptual continuity clues make an integral part of the experience), but more than rehashed material."

AMG review, François Couture.

"We at STAGECRAFT ENTERTAINMENT have worked for four years to actually bring this project to the stage. The only 'musical' Frank Zappa has ever written has been something we just had to do. It started out as an idea way back in 1999, when Tommi was listening to the studio recording of 'Thing-Fish', the 'original cast recording'. It was a recording put together from already existing material and newly recorded studio material. This piece in it's entirety has never been perfomed on stage, it has never been performed as a theatrical production. It took a year until Tommi and his little crew received permission from Gail Zappa (the late composers wife and head of the Zappa Family Trust) to perform two scenes. Having tasted blood, the 'triumvirate' Daniel Knapp, Wolf E. Rahlfs and Tommi Brem moved the project forward, until they received permission to perform their own adaptation in a London theatre. 'An authorized adaptation of Frank Zappa's Thing-Fish' opened the Opera Season at the Battersea Arts Centre. The help of an international cast and crew of 32, a handful of sponsors and the private bank accounts of Knapp, Rahlfs and Brem made this production happen. Four sold out shows and an international audience as well as extensive media coverage made up for the effort and the money spent."

Stagecraft Entertainment.


Conceptual Continuity


ZFT # Version # # discs Format Catalog # Release
Artwork Comment
41 1.1
3 LP Barking Pumpkin
1984-11-21 0013347420110
(not printed)
  US edition. Matrix #

Side1: AL-SP SKCO-1-74201-Z6
(1) BPR-23865-Z6 jm
Δ8309 1-2 0-1 818-PUMPKIN
Side2: AL-SP SKCO-2-74201-Z5
jm SLM Δ8309-X SP 1-4 0-1 818-PUMPKIN
Side3: AL-SP SKCO-3-74201-Z5
jm SLM Δ8310 SP 1-4 0-1 818-PUMPKIN
Side4: AL-SP SKCO-4-74201-Z6
() B-23868-Z6 jm
Δ8310-X SP 1-2 0-1 818-PUMPKIN
Side5: AL-SP SKCO-SKOC-5-74201-Z5
jm SLM Δ8311 SP 1-4 0-1 818-PUMPKIN
Side6: AL-SP SKCO-6-74201-Z6
() B-23870-Z6 jm
Δ8311-X SP 1-2 0-1 818-PUMPKIN

EX 2402943
1985-03[1]     UK edition.
EX 2402949
1985-03[1]     UK edition.

with Alternate version
1 CS Barking Pumpkin
1984? 0013347420141
(not printed)
  US edition, XDR.
2 CD Rykodisc
RCD 10020/1[2]
1986 0014431002021
(not printed)
  US edition, DDD. Matrix #
CD1: CI05053 -0- 12345 RCD 10020 818-PUMPKIN 10005 MANUFACTURED IN U.S.A. BY LASERVIDEO INC.
CD2: CI05054 -0- 12345 RCD 10021 10004 MANUFACTURED IN U.S.A. BY LASERVIDEO INC.
CD 2:Track 8 is alternate version.
CDS 7 90081 2
1988-04[1] 0077779008124   UK edition. "UK: CD FZ 3" also printed on the CD & cover. Matrix #
CD1: CDP 7 90082 2 · ·MASTERED· ·BY NIMBUS·
CD2: CDP 7 90083 2 · ·MASTERED· ·BY NIMBUS·

(Re-edit CD 1:Track 12 &
CD 2:Track 8 are alternate version.
CD 1:Track 1 & 11 are short edit.
CD 2:Track 9 is reversed stereo.)
2 CD Rykodisc
RCD 10020/1[2]
? 0014431002021
(not printed)
  US edition. Disc 1 is 12 tracks, Disc 2 is 10 tracks.
2 CD Zappa
1990-02[1] 5016583602123   UK & French editions, DDD. Disc 1 is 14 tracks, Disc 2 is 8 tracks. Matrix # CD1: CDD ZAP 21 CD 1 MPO 05 @ ; CD2: ?
2 CD VideoArts
VACK 5047/8
1994-11-25 4988112405875   Japanese edition = RCD 10020/1 with japanese booklet.
2 CD Rykodisc
RCD 10544/45
1995-05-02 0014431002021   US edition. Matrix #
CD1: IFPI 2U3W WEA mfg. OLYPHANT ifpi L903 Y13341 A4 P2 310544-2.1 02 M1S?
CD2: IFPI 2U3W WEA mfg. OLYPHANT ifpi L90? Y13338 A4 P2 310544-2.2 01 M1S2
2 CD VideoArts
VACK 5132/3
1995-10-25 4988112407916   Japanese edition.
2 CD VideoArts
VACK 5267/8
1996-05-30? 4988112408678   Japanese edition.
2 CD VideoArts
VACK 1256
2002-10-23 4988112413559   Japanese edition, mini-album papersleeve.

(Re-edit CD 1:Track 12 &
CD 2:Track 6 are alternate version.
CD 1:Track 1 & 11 are short edit.
CD 2:Track 7 is reversed stereo.)
1 CD Zappa/UMe
ZR 3871
2012-09-25 0824302387122   US edition, manufactured and distributed by UMe[3].
1 CD Zappa/UMG Intl
2012-09-25 0824302387122   EU edition = Zappa/UMe ZR 3871, manufactured in Germany.


  1. 1.0 1.1 1.2 1.3 Martin C. Strong, 2004, The Great Rock Discography, p. 1723.
  2. 2.0 2.1 According to the Zappa Patio, the matrix numbers might be the only way to visually distinguish the 2 versions of RCD 10020/1.
  3. Email announcement by the ZFT on July 31st, 2012.

See Also