Hustler's Thing-Fish

Annie Ample, Bare Facts: My Life As A Stripper, Key Porter Books, November, 1988

Frank Zappa's group, The Mothers of Invention, was one of the major groups in the 1960s. He'd concentrated on making and producing records right through the '70s rather than going on tour. He was one of those politically outraged musicians, who was also outrageous.

He picked me out of the Faces book that most performers are in if they have an agent. I was perfect to play a part in what was going to be his first big musical stage production. Before I went to LEA., Frank and I spent hours on the phone talking. In fact, he auditioned me on the phone, and when we talked he always wanted me in character. I was supposed to be a domineering housewife with a horrible, high-pitched voice. "Harvey, yer a worm," I repeated over and over again when we were talking.

I went to Zappa's studio, which is in his basement, and is technically as good as any around. He showed me how he does the recording and the mixing right there. Then I met his wife and children. They all are terrific people. Zappa doesn't drink or do drugs. He proves that you can be in show business and have it all together.

Zappa decided that he first wanted me to do publicity for his new album, "Thing-Fish." In it, he had a song about a rubber doll. He'd heard about Slutty Suzy and Sluts Are Us in my act, and thought that Suzy and I would fit right into his plans. As part of the promotion, he was producing a celebrity layout for HustIer magazine. That was fine with me as long as I didn't have to do any acrobatic shots. It took three of the wildest days of photography I'd ever gone through. I was paid $2,000 a day. The magazine got twenty-one pages out of it. As usual, I was underpaid given the results.

My hair was white and ratted out about a foot around my head. I wore crazy-looking glasses, which had boxes with nude legs hanging out of them. They put a scar on my chest, and naturally I stripped through the pages of the magazine. I started out in a Santa Claus outfit and went slowly down to a pencil and a briefcase.

The set, like Zappa, was bizarre. They must have spent thousands of dollars on it. There was a house with phony snow and dozens of pink flamingos in front of it. In the background, there was a huge poster of Pat Boone with his penis hanging out. Someone had found a Polaroid and sold it to Larry Flynt, Hustler's publisher. Since he couldn't use it anywhere else, he used it here. Don't ask what the significance of any of this was. I was just doing my job.

The shoot took place just before Thanksgiving, and I was keen to get back home for the holiday. I was invited to Larry Flynt's place for dinner the night the shoot was over. I'm not impressed by much, but I have to admit that Flynt's house was beautiful. The foyer was filled with antiques. It was hard to imagine the porno king and his wife with her pink Mohawk cut in such an elegant setting.

I was wearing black leotards and a brown dress—very understated for me. The dining room was just as elaborate as the foyer. Around the dining room table sat an odd bunch of people. There was Tom Laughlin who starred in Billy ]ack, two Indians who were leaders of AIM (the American Indian Movement), Watergate figure John Dean, and the man who invented the Uzi machine gun. There was also a general and an evangelist.

The butlers were all wearing Uzi machine guns. I wasn't sure if this was decoration in honor of the inventor or because of the nature of the crowd. It was bizarre to say the least. No matter how delicious the food was, I felt extremely uncomfortable. The conversation was about developing a magazine that would compete with SoIdier of Fortune, the magazine for mercenaries.

Larry Flynt was in a wheelchair because he'd been shot and left a paraplegic. I'd been told that his bedroom was bomb-proof because he's worried that someone will try to kill him again. I didn't get a chance to talk to him until I went to the bathroom after dinner. I happened to walk in on him by mistake. There he was with a therapist, who was massaging his body to keep his circulation going. The bathroom was huge. When I tried backing out the door, he waved me to the edge of the bathtub to have a talk.

Unlike the standoffish Hefner, Flynt was friendly. He talked about his mother, who'd come from a small town. Because she didn't want to leave her house, he rebuilt it in his backyard out there in Hollywood so that she'd be near him.

Flynt was starting to run for president at this time. He told me a lot of things that I didn't want to hear. About tapes that could, he said, hurt several people in high places. He said he knew who shot him, and that it had been set up by people who were high up in the government. He said he knew that the KAL jet that had been shot down really was a spy plane. He said he had films of the shooting of John F. Kennedy.

"You're welcome to see these films. We're going to have a screening after dinner." I didn't want any part of any of it.

Flynt invited me to be part of his presidential campaign. He gave me buttons and a T-shirt. He wanted me to go on national television, he said, as his campaign promoter—topless. As far as his attorneys could find out, there was no law that said you couldn't do this.

I left as soon as dinner was over. I felt ill. I'm not political, and I certainly didn't want to get mixed up with these macho politicos. I was so nervous that when Flynt offered me a ride back to Las Vegas the next day, I said no thanks. Frank Zappa drove me out to the LEA. airport, and I was still so upset that when I walked out to the airport, I had my shoes on the wrong feet.


The Broadway Show

FZ, interviewed by Joy Brown, KCBS, May, 1984

I wrote this thing, and I went round the country tryin to raise money for it I only got about 400.000 dollars out of 5 million and I gave up. But just before I came up here I got a phonecall from a guy who represents an organisation called Opera Today, and they're interested. They're funded by the Rockefeller Foundation and they asked me to write an opera, and I said, well I already did this thing so if you listen to it maybe you guys wanna stage this so I'm sending them the tapes of the show and maybe we will get some action there. And if not, it will be available as a three record box set through MCA on Barking Pumpkin Records within the next six weeks or so.

FZ, interviewed by Gary A. Shay, Songwriter Connection, November, 1984

I tried to raise some money for it for Broadway. I couldn't. Now, all you'll be able to hear of that project is the 3 record box of the original cast recording. It was going to be all lip-synch. The whole show was on digital tape. I planned it so that all the lighting cues, all the cues for moving the scenery, and everything would be stored on the digital tape, so the show would run itself. Then you put dancers out there to mime the show. It would have been really terrific, but it would have cost 5 million dollars, and I was only able to raise about $400,000. So I said forget this, I'll go do something else. See, if the show had a more boring plot, it would have been okay, but it had a real controversial plot. It had stuff in it that has never been on Broadway before.

Bill Templeton, "The Music Interview With Frank Zappa," Music, January 25-February 6, 1985

Did you actually try to sell that as a play?

Of course!

To no avail . . . ?

Well, to some avail, because we estimated that it would take about 5 million dollars to put it on a stage, and I raised $400,000.

Mark G. Pinske, Facebook, September 21, 2017

Frank Zappa tried to get Hologram stage props so we could afford to do the "Thingfish" Broadway play when we were doing that album. We had a few meetings with Dr Toshitada Doi who invented the PCM (Pulse Code Modulation) that was used to form Compact Disc (CD's) and the PCM 3324 digital multitrack machines that Frank and I used on many of his records. The idea was to use the 3/4 inch videotape (much like the Sony 1630 PCM machine we mastered with) to store the data that would project the stage props to avoid having to spend a huge amount of money and to be able to make a more elaborate form of decorations for the ThingFish play. We originally planned on using 8 tracks of information and Dr Doi had a basic design format layed out. Unfortunately the digital transformation was a bit too demanding for the speed of many of the processors that were available back then (around 1983). Many of the new processors now could easily handle the tasks. So, we had to scrub the project.


The Recording Sessions

Ike Willis

Ike Willis, interviewed by AJ Abrams, Jam Bands, March, 2000

I had a large hand in helping develop Thingfish. It was the hardest, most difficult and longest thing I ever did with Frank. The subject matter was difficult and there was so much material. Frank was writing and rewriting everyday. The album took on a life of its own and grew. Everyday the script changed and more and more lyrics were added.

c. 1982—Jay Anderson

Jay Anderson, on personal correspondence with Patrick Neve

The reality is that my involvement w/Zappa was 1 day of work, but what an interesting day it was.

Chad Wackerman was an old friend of mine. Frank asked if he could recommend and acoustic bassist. I was the guy. My schedule was nuts because I was permanently moving to NYC the day after the session . . . in fact I had to borrow a bass because mine was already in NY.

To be honest, I wasn't that familiar with Zappa's work. I knew that he was an amazing musician and looked forward to working with him. He had evidently just gotten the rights to some of his older music back from WB(?) in a lawsuit that he won. (you probably know more about it than me)

I was the only person at the session . . . aside from Frank and the engineer. I was there for about 12 hours. I don't know if Zappa even knew what was going to be what. He just wanted to get as much out of me in those 12 hours as he could . . . I was happy to oblige. I had heard about the difficulty of his music, so I was a little apprehensive about the task that lay ahead of me. Oddly enough, I didn't read one note of music.

Some of the work was replacing the bass parts on some old M.O.I. stuff. We would listen together . . . he'd ask my opinion, I'd transcribe the tune & bass parts and go. We probably did 8-10 tunes like that. The rest was just improvising over pre-existing live tapes and some studio stuff.

I remember at one point he said "wait 'till you hear the guy throw-up then pull out your bow and make it sound like rats running across the floor". This gives you an idea of what the session was into. It was a lot of fun.

He was very respectful, wanted my input, and was great to work with. I remember he wanted me to hear some other things he was working on. We spent an hour listening to guitar transcriptions that Steve Vai (?) had done of Franks vocal improvs. Amazing!

I don't know if Frank knew the music was going to be Thing Fish or not. Believe it or not I've never heard it! (or any of the other stuff I did) Chad told me that the stuff I did could be on many CDs, I have no idea. [...]

I did the session when I was about 27 (now 44).

Dale & Terry Bozzio

Dale Bozzio, interviewed by Richard Abowitz, "The Universe Of Frank Zappa," Gadfly, May, 1999

Terry and I were called by Frank, probably about four o'clock in the morning. There was no time schedule for Frank. He said, "Gee, I got this project for you and Terry. It's perfect. Perfect." It was Harry and Rhonda. So of course we said we would be right over. We went into the studio and he hands us the script. And he says, "Okay, can you fuck a briefcase in that room over there on that microphone?" Not literally, of course! Now you have to understand that it had to be excellent and perfect because we were doing it for Frank. This is Frank. We performed for Frank. It wasn't the world. It was Frank. That was life. And if you could pass Frank's school of musicians it did something in life. I took that script and I read it to the character, to the best of my ability. We all took it that way. We all did everything we did for Frank.


Thing-Fish & AIDS

FZ, interviewed by Elin Wilder, High Times, December, 1989

HT: In your book you came up with this great thing on AIDS and how it was probably missionaries sticking people with unsanitized needles . . .

FZ: That's not my theory. I heard that from somebody else. The first I heard about AIDS was a news story which said that suddenly 700 people of a certain persuasion in a certain city had died in the month of November. Does that sound like any other epidemic you ever heard of before? An awful lot like Legionnaire's Disease, huh? Suddenly, a certain group of people in a certain place come down with a certain disease. Since I had grown up in a household where I knew about poison gas and germ warfare, it immediately sounded like an experiment to me, using civilians for testing. It's not farfetched to think of it that way because there have been plenty of other examples that have been reported in national media about when the government has used private citizens for testing against their will, including people who went into the Army, were given LSD, and not told that they were part of an experiment. In a hospital in Canada, some patients were used for testing by the CIA. It wasn't widely reported in the US, but they certainly know about it in Canada. And the CIA got caught doing it.


disc 1

1. Prologue

Mark Pinske, January 23, 2003

The into to the "Mammy Nuns" song which is the very first thing on the Thing-Fish album was taken from the sound check at the [Stadthalle] in Vienna [June 28, 1982].

Frank started out by saying to me in the recording truck to go ahead and roll some tape because he wanted to lay down an idea for later.

He then did a guitar chord "dahnt da ta da da dahnt" on his guitar and clicked his footswitch for his "MXR" digital delay to loop. He then set his guitar on the stand and let it loop so I could record "with the PZM mics" the way it sounded going out into the room. I had the mics on stage pointing out toward the audience so you could hear the sound roll out from the stage into the room.

Frank loved the sound of empty rooms when there were no people in them. He conducted the band at that point and I think Tommy Mars (my roommate) took the first solo on the comper.

There is no artifictial reverb on start of that track at all. That was the sound of the room. There were many edits on the cut like there were on most cuts that took us all around the world.


Patrick Buzby, March 19, 2010

I don't know if this has already been discussed, but "science!" near the end of Prologue sounds to me like a reference to Thomas Dolby's "She Blinded Me With Science."

Thomas Dolby, "She Blinded Me With Science" (single, October 1982)


They appear wearing giant potato-head masks with human eyes set in randomly. The lower part of the mask is a custom-molded flexible duck-bill prosthesis. Their hands are Jolson-style white gloved monstrosities.

Al Jolson, "Mammy" (The Jazz Singer, 1927) (2:04 min.)

Al Jolson—The Jazz Singer (1927)

The 'MAMMY NUN' costumes resemble the habits of some unknown order from the neck to the waist, with skirts patterned after the blue & white checkered napkin material favored by the lady on the 'Aunt Jemima' Pancake Box.

Anna Robinson as Aunt Jemima
Anna Robinson as Aunt Jemima, c. 1933-1951.


2. The Mammy Nuns

Tan Mitsugu, October 29, 2008

The source for the guitar outro of Mammy Nuns is now identified as Genoa (7/5). About four seconds of guitar frenzy are edited out at 3:27.


3. Harry & Rhonda


4. Galoot Up-Date

Jes' follow de BLUE LIGHT, down de aisle to de potatoes durin' de intromissium . . .

BognarRegis, "Blue Light Question," Zappateers, September 24, 2018

K-Mart used to have a "Blue Light Special" held only for shoppers in the store at that moment. They had a blue police light mounted on a flagpole attached to a rolling bin. When it happened, an announcement would come over the store PA and people would be directed to the blue light where the special was being held. I always thought that's what the Thing Fish was referring to on the Thing Fish album.


5. The 'Torchum' Never Stops

Napoleon Murphy Brock, interviewed by Andrew Greenaway, April 29, 2002

The whole Evil Prince thing we developed together. We did that before he did Thing-Fish, because he hadn't even met Ike Willis yet. It wasn't even conceivable that here was a character that we could incorporate into an idea that he had that talked like Kingfish from the Amos & Andy Show. That was one of Ike's things, he had this deep voice and he used to mimic Kingfish. And Frank, anytime he saw something like that, he'd go "I can use this over here," and would structure something and utilise it to suit the new band's style. The whole idea of the Evil Prince came just by chance. We were doing a tour with Terry Bozzio, Roy Estrada and Andre Lewis. And one of the new songs we started doing was 'The Torture Never Stops', about this little cave where this mad scientist was doing all these nasty things. Now by this time, it was easy for me to elaborate on a concept. I would look at the lyrics and I'd know what he was trying to say. And I was spending a lot of time at second-hand clothing stores. So for each song I would get some clothes and develop a character. I would wear these white gymnastic pants with American flag suspenders. With these pants I could put on a jacket and a hat and I'd be a new character. Every jacket was a different colour. So while he was singing, "Flies all green and buzzin', in his dungeon of despair . . . " I would turn into this person who was a mad scientist that I found out later was called the Evil Prince.


Frank called me in 83 and he says "Listen, I'm doing this Broadway play called Thing-Fish, and I've got a part here that's perfect for you. Would you like to come down and audition for it?" I said "Sure, why not?" So I went down and said, "What's the part?" He says, "It's called the Evil Prince." And he told me all about it. And I said, "Oh, wait a minute—that's the character that we created when we used to do 'The Torture Never Stops'." He said, "That's right. You're perfect for the part." I said "Okay, well where's the music?" And he said, "Well, I haven't written it yet. I was waiting for you to come here." And he described the Evil Prince as this part time theatrical critic and mad scientist who was hired by the Government to create this vaccine, this stuff called Galoot Cologna. And what it really is is AIDS. [...]

And he said, "This is the character." Now Frank knew that I used to work in light opera and you know: light opera, fake opera singer—that kind of goes together. And he knows there had been times where I had used my little opera voice (demonstrates). So he knew I could do this before he called me, but he made it like "You want to try out for this?" But knowing all the time that he wrote it with me in mind. So after going through all the stuff together that we would do together in his studio—as far as singing, and things like that—he'd send everybody else home and say "Okay, come on, into my studio to the piano, and we're gonna do the song 'That Evil Prince'. He says "Bring your tape recorder" which I always did. And I put it on. And he says "Here are the lyrics, now I'm gonna play the notes. I'm creating it right now and I need you to tape it so you can learn it, and when you come back I'll have the tracks ready and you can sing on it." So he played one line at a time, then I'd record it. And that's how we did the whole song. And it's a very long song.


6. That Evil Prince


7. You Are What You Is


8. Mudd Club

Down there right now


9. The Meek Shall Inherit Nothing



10. Clowns On Velvet

FZ, interviewed by John Swenson, Guitar World, March, 1982

I am going for optimum solutions to musical problems. And I think I am doing it the right way. I am providing good solutions to the empty canvas problem. Okay, I think other people are providing really boring solutions to the empty canvas problem. Really safe, really boring, but entirely competent solutions to the problem. To me, a lot of other people sound like clowns on velvet. You know what I mean? If you have a piece of black velvet and wanted to solve that problem you'd paint a nice clown on there. You know? Or you do one of those Keane paintings with the children with the large eyes. You know, somebody likes that stuff. And there it is for them. That is not my solution to the empty canvas problem. I am going for something else.

The Missing Al Di Meola Guitar Solo

QUENTIN done booked in fo some clandestine recreatium wit a semi-deflateable 'woman of easy virtue' . . . (since dat be 'bouts de onliest kinda bitch be able to tolerate de muthafucker's hair spray!) [...]
QUENTIN know a good thing when he see one, an dis ugly rubber waitress look to him like a dream come true . . .


11. Harry-As-A-Boy


12. He's So Gay

Johnny Guitar Watson Comments

Special thanks to Byron Holmes.

Comments "He's So Gay" (Thing-Fish, CD, 1990) "Won Ton On" (Thing-Fish Demo, 1984)
Yes, he is
I guess he likes it
0:15-0:20 3:27-3:31
Into . . . into rubber?
Wha . . . the boy's into rubber every night!
Oh, my goodness
Whoo . . .
0:24-0:36 3:36-3:47
Yeah, that's what they say 0:38-0:39 3:49-3:51
Aww . . . look, have you ever SMELLED rubber?
I guess it's okay, l-look at his woman, yeah . . .
I-I guess it's all right
0:43-0:51 3:54-4:02
Don't tell me that
0:54-0:59 4:06-4:10
Uh . . . a spanking?
Uh . . . well, eat the chain
Wait a minute . . .
1:18-1:20 4:29-4:31
Wh . . .
M . . . makin' into rai . . . ?
Oh no!
What is the problem?
Yeah, that's what it is
1:28-1:35 4:40-4:47
Ohh boy . . .
Wha . . . what could ya say?
I agree
Uh . . . 'least the boy ain't gonna reproduce hisself again
1:40-1:52 4:51-5:03
Hey hey hey . . .
1:55-1:58 5:06-5:09
Hoooo, that's shockin'!
I'm telling ya
2:08-2:14 5:20-5:26
What I'm a borrow? 2:17-2:18  
No way!
Don't you tell me this
I said don't you tell me this!
No! No! No!
Oh, gay . . .
2:19-2:36 5:31-5:48
You just did! 2:40-2:41  


13. The Massive Improve'lence


14. Artificial Rhonda

What's a nice girl like you doing in a place like this?

Do you come here often?


disc 2

1. The Crab-Grass Baby

FZ, Exploratorium, San Francisco, May 20, 1984

The Synclavier does vocal sampling and I have one piece on the Thing-Fish album which uses it. And it also us— It uses a combination of vocal sampling and a computer generated voice of a character called Crab-Grass Baby, which is a little infant in a nativity box who has a face like that Fuck Doll with the mouth open and Wayne Cochran's enormous white video religious pompadour. And the voice of this character is done with a $300 card that you plug into an IBM computer and type in the words, and it says it back to you in this kind of Irish-Swedish accent.

Mark Pinske, YouTube, 2015

It was a very fun record to record for sure. Bob Harris did a wonderful job of playing "Harry as a boy". Frank would just laugh himself silly when he was programming the IBM computer voice. As for the space and delays. We intentionally used split stereo on the low end for most all the bass tracks and synthesizers to keep the center of the image more open for the Dialogue and featured item's.

FZ, interviewed by Robert L. Doerschuk & Jim Aikin, Keyboard, February, 1987

The first thing I did with Synclavier is on Thing-Fish. Listen to the "Crabgrass Baby" track, which opens up Act II. The background vocals are a repeated vocal chant with this computer voice singing over it. The computer voice is done with a little card that fits into an IBM computer, and the stereo background vocals were our first attempt at stereo sampling using the mono system.

Byron Holmes, June 14, 2016

The actual sound card he used to voice the Crab-Grass Baby was the Votrax SC-01A, a voice synthesizer popular in the early 1980s; its most notable use was spitting out phenomes in the Gottlieb arcade game Q*Bert. A version of the chip was distributed for IBM-compatible computers under the name "Type 'N Talk" around the same time the album was recorded, and presumably one came with Zappa's Synclavier or was purchased not long afterwards at a bargain.

Votrax Type 'N Talk


2. The White Boy Troubles

QUENTIN? How could he be so unfaithful? I'm sure God has ways of punishing naughty little guys like that!

Makin' matters woise, de Italian dat be ownin' yo' nativity bungalow been wondrin' 'bouts de hanky AN' de panky 'tween you 'n dem two concrete flamingos ovuh by de steps! You been messin' wit de State Bird o' New Jersey, muthafucker!

Charles Ulrich, March 16, 2010

Contrary to The White Boy Troubles, the state bird of New Jersey is the Eastern Goldfinch, also known as the American Goldfinch.


3. No Not Now


4. Briefcase Boogie

Oh, what fun it is to ride
To Chicago every day, oh . . .

An' I don't need you, MR. FIRST-NIGHTER!

"The First Nighter Program," Wikipedia: The Free Encyclopaedia, May 30, 2010

The First Nighter Program was a long-running radio anthology comedy-drama series broadcast from 1930 to 1953. [...] The show's opening recreated the aural atmosphere of a Broadway opening.

My wonderful, wonderful pussy doesn't need you!

Biffy The Elephant Shrew,, April 4, 2010

May be a little thin, but in "Briefcase Boogie," "My wonderful, wonderful pussy" echoes "the wonderful, wonderful cat" from the Felix theme song.

Those are the Warner Brothers files, aren't they dear? Don't you think there'll be some questions about the condition of the blue paper?

Fred H. Banta, quoted on Arf: Notes & Comments

In many Los Angeles courts, you must submit your legal pleadings in "blue back" which is a piece of blue construction paper that you staple your documents to.

Lewis Saul, June 5, 2016

I was a legal secretary for 15 years and here in Arizona we followed the same rules as California—had to have that blue paper backing!


5. Brown Moses


6. Wistful Wit A Fist-Full

The EVIL PRINCE and his BROADWAY ZOMBIES appear again. As a result of this previous raw chitlin' ingestion, he, and the rest are showing obvious signs of 'MAMMY NUN' nakkin-sproutulence. Making matters worse, his voice has changed, and now he sings like HARRY and talks like THING-FISH.

Charles Ulrich, November 25, 2004

This paragraph seems to be a cheap device for assigning (after the fact) lines performed by other actors to Napoleon's character of the Evil Prince. Napi told me that it is indeed Terry singing Wistful Wit A Fist-Full.

Terry Bozzio, interviewed by Andrew Greenaway, The Idiot Bastard, September 29, 1992

We went up to Zappa's one night just to visit and he said, "Here, read this, read this, read this. Chuck, you play the piano." And that was that. We had a lot of fun.


7. Drop Dead

Charles Ulrich, August 26, 2006

I talked with Ike Willis. [...] Ike played the Evil Prince on Drop Dead, and it's not slowed down.


8. Won Ton On

Arthur Barrow, Of Course I Said Yes!, 2016, p. 131

I got a call from Zappa again to do more recording at his home studio. I recorded with him the whole week of August 15th. The first thing we did was put a forward (normal) bass track to a backwards version of his song "No, Not Now," that would be called "Won Ton On." It was a pretty hairy enterprise attempting to stay in synch with all the backwards sounds [...]. Frank was so pleased with it that he loved to play it for visitors. I saw Terry Bozzio up at the house shortly after that session who looked at me wide eyed and told me how blown away he was by it. "How did you do that?!" he asked incredulously.

Different Versions

Special thanks to Byron Holmes.

"No Not Now" (SATLTSADW, 1982) "Won Ton On" (Thing-Fish, 1984) "Won Ton On" (Thing-Fish Demo, 1984)
5:50-1:32 0:00-4:17 0:00-4:17
1:32-0:00   4:17-5:50



Research, compilation and maintenance by Román García Albertos
Original provocation by Vladimir Sovetov
This page updated: 2021-03-03