When I saw the Mothers with Flo and Eddie live in San Antonio in 1970, I was blown away, and became a big fan. I decided I wanted to play in Zappa's band, but I did not think he would hire me on guitar because at that time he was usually the only guitar player in the band. And my keyboard playing could never rank in the same league as someone like George Duke. So, I figured the bass was my best shot at getting in the band.

In 1975 I moved to Los Angeles to pursue a professional music career. I took whatever kind of musical work I could get. I met Robbie Krieger in 1976 and recorded synthesizer with The Doors on an album called American Prayer. I formed a jazz group with Bruce Fowler and Don Preston called Loose Connection in the latter 1970's.

By this point, I had Frank's home phone number, which I held onto and did not dial until the time was right. That time came when a friend called to tell me that Zappa had fired Bozzio and O'Hearn and was auditioning drummers and bass players. I got up the nerve to call Frank on the phone, and I told him that I had learned the melody to Inca Roads by ear from the record to use as a bass exercise. I think he did not believe me at first. He asked if I was familiar with the instrumental melody in the middle of Saint Alfonzo's. When I said yes, he told me to learn it off the record and then play it for him at an audition in two days. As soon as I got off the phone, I made a reel to reel tape recording of the cut from Apostrophe, slowed it down to half speed so that I could pick out all those fast, funny little notes, and wrote it out and started practicing it. It is not so easy on the bass!

I got to the audition early. When Frank came in, I introduced myself and said "here's that melody from Saint Alfonzo that you asked me to learn" and then I "whipped it out". Zappa said "Well, you got a few wrong notes in there, but you show promise."

Those were open auditions, anybody could go there and have his chance. Frank did not ask where or with who had you played before. If you were good enough for him, you were hired. There were possibly 40 to 50 guys auditioning. Finally, he hired Ike Willis, Vinnie Colaiuta and me. The band already included Denny Walley, Tommy Mars, Peter Wolf and Ed Mann. When Frank told me I was in the band... I was one happy guy! (Smiles).

Do you know of any musician who had failed a Zappa audition and then turn famous?

No, not really.

Please describe a typical rehearsal session.

We rehearsed at least 8 hours a day, 5 days a week, for about 6 weeks or so before a tour. Rehearsals usually got started around mid-afternoon, with the Clonemeister leading for the first half of the day, then Frank would arrive and take over for the remainder of the day.

Rehearsal was where Frank was at his most creative, often writing new material on the spot. He seemed to love to see how far he could push the envelope of what the band could do technically. Sometimes, of course, he would come in with written music for us to play which was another great way to see the way his music worked. Sometimes we would learn a few short but complex pieces, then insert them into songs he would write later on. Examples of this would be in "Wet T-shirt Nite" and "Jumbo Go Away".

Clonemeister was Zappa's term for the rehearsal director. For the next tour, Frank chose me for this duty. I still had to worry about my own bass and vocal parts, but as Clonemeister, I had to know everyone else's parts as well. It was a quite a difficult job, especially when I first took over. I had a portable cassette recorder and taped the parts of rehearsal when Frank was there. At night, after rehearsal, I would listen to the tapes and make notes or transcriptions of what Frank had come up with that day. The next day I would drill the band on the previous day's changes and additions. Frank changed his mind a lot, so it was hard to keep up with all of that constantly shifting information

Who was Clonemeister before you?

Ed Mann; and before him I believe it was Terry Bozzio.

How did the other members of the group feel when you, as a newcomer, became their Clonemeister?

At first it was kind of rough because I was the new guy in the band. Ed Mann did not like being the Clonemeister. It's not an easy job, because it puts you in a position of being the boss over the other musicians. When Ed decided to resign, what we all hoped was that Frank would stop doing the Clonemeister thing and began to conduct the rehearsals himself. But of course you never knew what he's going to do, and he surprised everyone and asked me to be the Clonemeister. As I said, it was a little rough going for a while but in the end it worked out OK.

As the Clonemeister, did you have any chances to make decisions?

Not really. But, on the first day of rehearsals for the last tour I did, Frank brought in a list of about 200 songs that he wanted us to learn. I knew right away that it would be impossible for us to learn that many songs in the amount of time we had. I also knew from past experience that when Frank called for us to play a tune and it sounded bad, he would often remove it from the list. So, I decided to rehearse the band on only those songs that were my personal favorites. That way, we ended up playing only my favorites songs!

Which songs did you not particularly like?

Oh... I don't wanna go into that!

Who replaced you as Clonemeister?
Scott Thunes. After 2 1/2 years of touring I had my fill of it and left the live band. I continued being the Clonemeister for a couple of tours and doing a lot of recording at Frank's home studio.

Let's talk briefly about the musicians who played with you in those days.
Ike Willis.

Ike is a very very talented musician, very gifted with a wonderful voice and an amazing talent to learn the strange melodies that Frank wrote.

Tommy Mars.

He and George Duke are my favorite keyboard players that Frank ever had. I remember one time that Frank was working in his orchestra scores. He put it in front of Tommy, who was sitting at the piano, and he looked at the entire score, and reduced it down in his mind and played a version of it on the piano! He is a great player, and great improviser and a real great person too. He lives near me in LA and we see each other often.

Vinnie Colaiuta.

He's the God of drummers! The best drummer I've ever heard in my life. He's unbelievable. When I first got in the band Frank had just written "Mo's Vacation", originally for clarinet. But he decided to write a version for bass and drums, so he gave me the part and we soon had a few days off which gave me a little time to practice it. I practiced for hours, but it was really hard. When we went back to rehearsals, there was Vinnie sitting behind his drums with a plate of sushi and smoking a cigarette. I said, "hey, let's work on Mo's Vacation" and he said, "Oh, man, I haven't really looked at it yet". So he pulled it out and proceeded to sight read it while eating sushi and smoking, and playing it way better than me! I just wanted to shoot myself. Even Frank used to refer to him "a mutation".

Ray White

Another fabulous singer, a very strong voice. He, Frank and Ike made great vocal harmonies. He was a quite a good blues guitar player also. And a great person, too.

Steve Vai.

I remember we were on the road in France in 1980, and Frank had received a bunch of transcripts that Steve had done before he was in the band. And Zappa showed these transcripts to Tommy and me, and we were looking at them and going, "oh my god, it's the next generation of musicians that are going to blow us away".
The next tour Steve was in the band. He is quite an amazing guitar player. I still sort of think of him as a young kid that could not even go to the bars after the gigs with the rest of us.

He still had a few things to learn at that time. I remember a song called "Keep it Greasy", which had a sort of a funny syncopated intro rhythm to it and for some reason he couldn't get it, so every night I had to turn around and go "1, 2, 3...". Another thing I remember about Steve is that when I was Clonemeister every 5 minutes I had to tell him to turn down the volume. He's an amazing guitar player, though.

What about the "life on the road"?

Like Frank used to say "touring can make you crazy". And I'm a living proof of that. It can be very physically demanding - it's hard to find decent food, night after night of motel rooms, flying almost every day, hours in vans full of the same guys day in and day out, and so on. On the other hand, there is no thrill quite like getting on stage in front of thousands of people and play some great music with some excellent musicians.

A typical day on the road would be like this: Wake up call 8:00 AM, get up and rush to the lobby to wait 30 minutes for the band members who are always late. Finally rush off to the airport, then wait 45 minutes for the flight. Arrive, late, without enough time even to check into the hotel, crowd into a van and go to directly to the venue. Do a sound check, then try to find some food backstage, eat some and stash some away for later. There is not enough time to go to the hotel and come back for the show, so 2 hours have to be killed.

Then, 15 minutes before the show, meet in Frank's dressing room for any last minute changes he wants. Write down song list on a big piece of paper with big black letters so it can be read under dark stage conditions. By this time the normal pre-show adrenaline jitters are flowing.

But, on the other hand, what a joy it is to see the delight on the faces in the front row that are grinning ear to ear and having such a great time. I believe I could tell which of the audience members were musicians because they would have that certain astonished look on their faces when we would launch into one of the difficult musical passages. Their jaws would be dragging the floor.

Then, the show is over, but the adrenaline is still surging. Simply going to the hotel and getting right to sleep is out of the question. It's party time! Finally get to bed about 3:00 AM, and sleep as well as possible until the wake up call in the morning, then do it all again, about 5 days a week for about 6 months at a time. It's great but it's grueling, and it does make you crazy.

What about groupies?

Well... there were some (laughs- and asks to change the subject).

How did you feel when Zappa wrote songs about funny stories involving the members of the band? (For instance, "Stevie's Spanking" or "The Jazz Discharge Party Hats")

I don't know. I don't thing people minded too much. I'll just speak for myself... I learned early on... I've seen 200 Motels, you know. And everything that happens in that film is true to life. I learned from the very beginning what I should tell Frank and what I shouldn't tell! (Laughs).

Let's go through the records you have played on.
Joe's Garage.

I can remember being back stage with Frank and other band members at one of the last shows of the winter 1979 tour reminiscing about our various garage band experiences. I recall mentioning about the old Dodge in my garage, and everyone seemed to have a good garage band story. This was when Frank got the idea for the title song "Joe's Garage".

I played Fender Jazz bass on all my tracks except for "Joe's Garage", which I came in later to overdub the final bass track on my Fender Precision, both basses stock and going direct into the mixing board. I also had the privilege of playing the main "reetooreetooreetoo...' theme on my Stratocaster with a whammy bar on "Joe's" in a simultaneous overdub together with Warren. (Unfortunately, my guitar playing was not credited.)
We recorded at the Village Recorders in West L.A. in a room that no longer really exists after remodeling.
Surprisingly, the track that was hardest to get to Frank's satisfaction was "Crew Slut". We did it over and over and over! Zappa said we were not "grooving right".

The difficult middle sections of "Greasy" and "Catholic" were quickly thrown together in the studio right before we recorded them. For the "Catholic" middle section, Frank told Vinnie and I to work out the odd time changes on our own, which we did.

This was the first FZ album I played on and is still one of my favorites. When I heard that Frank had died, this was the album I put on to hear "Guess you only get one chance in life to play a song that goes like...".

Do you think he wrote "Catholic Girls" as an answer to "Jewish Princess"?

Oh, I don't know. Maybe he thought he had not offended enough people yet!

Tinseltown Rebellion.

This album is mostly live, of course, and is an excellent representation of the band at the time. It is probably my favorite of the Zappa albums I played on as far as performance is concerned. Though it has relatively few new songs, I do like to play this album for people who may not know much about Zappa. My favorite parts are in "The Blue Light/Tinsel Town/Pick Me" chunk. It was also great fun to learn and perform Brown Shoes, a classic FZ work.

You Are What You Is.

This album was the first one we recorded at UMRK, Frank's home studio in Laurel Canyon. Like Joe's Garage, most of the segued songs were recorded as such in a single take on the basic tracks, just as we had been playing them live on the road. The basic tracks were cut by David Logeman, Mars, Ike, Ray and myself. I play bass and the (unfortunately uncredited) mock Doors organ solo on If Only She Woulda. Steve Vai was not yet in the band as of the time of the recording of the basic tracks - his parts were overdubbed later.

This album has, in my opinion, some of the best songs Frank wrote during the time I was in the band. Many of these songs were written in early 1980 right before Vinnie took leave of the band. It was very fertile time for Frank who was coming up with great new music day after day. I remember that Frank wrote the lyrics to "Dumb All Over" on a plane ride back from Europe at the end of the 1979 tour. I was up stretching my legs, and went over to Frank's seat to say hi. He said "Look what I just wrote" and showed me the lyrics to the whole rant. I thought it was brilliant.

"Teenage Wind" is a take off on "Ride Like the Wind", a song by a guy I went to high school with: Christopher Cross. On the way to a Zappa rehearsal I heard Chris' song on the radio for the first time. When I got to rehearsal, I told Frank about it and played and sang a bit of what I could remember of it from the one listening. Frank said "I can write a song like that in 5 minutes - get me a piece of paper", and proceeded to whip out the "Teenage" lyrics, in probably about 5 minutes. When word got back to Chris that Zappa had written the song, Chris was quoted saying "Oh, I hope he doesn't release it while I'm peaking!". When I told Frank that, Frank said "Ooo, I've been in the business 15 minutes and I'm peaking!", which is, of course, where all that "I'm Peaking!" stuff comes from.

Where did the idea to mock the Doors in "If Only She Woulda" come from?

Maybe I mentioned to Frank the fact that I had played with Robbie Krieger. One day I said, "hey, we should do a Door's take off". It finally find it's way into "If Only She Woulda".

I also used to have another friend who was the drummer of The Knack, an 80s band that had a hit song called "My Sharona". So pretty soon Frank was inserting the "My Sharona" lick everywhere, including the remade version of "We're only in it for the Money"!

The Man From Utopia

Frank really did seem to be enjoying himself immensely as we worked on this album. He was totally engulfed in the possibilities that modern multi-track recording had to offer. He was like a kid in his own toy store. I had already quit touring, but had a lot of fun going up to Frank's house for many days working on it.

¿What's the story behind "Tink Walks Amok"?

"Tink Walks Amok" was pieced together from 2 other titles, "Atomic Paganini" and "Thirteen" (the later rehearsal version, not the Guitar album version). Frank was literally making up the arrangement as we were recording! I was overdubbing to some kind of click track, and as the tape was rolling, Frank would say something like "OK now move up 2 frets... now move to the A string..." - what fun!

Christopher Cross comes into this story too. After the "Teenage Wind" thing, there was a chance meeting between Frank and Cross at a New York restaurant. Cross told Frank that when I was a kid they used to call me "Tink" (a silly nickname that my parents gave me, I don't know why). I think it was Christopher's way of getting back at me for the "Teenage Wind" thing. I didn't know the song was going to be called "Tink Walks Amok" until the album came up. Naturally I am flattered to have a FZ composition named after me!

We're Only in it for the Money & Ruben and The Jets.
When the suit against Warner Bros. was over, and Zappa got his master tapes back, he reissued these albums replacing the original bass and drums claiming that the tapes were in bad shape. You and Chad Wackerman did most of this job. Many fans believe that actually Zappa replaced the original Roy Estrada and Jimmy Carl Black tracks because he was never really satisfied with them. What's the truth?

I seem to recall it was more a case that Frank wasn't ever really happy with the original rhythm section in the first place, and he felt it was his chance to finally get it right the way he wanted. At the time I did it because, well, he was the boss. I told him, "Frank, are you sure you want to do this? I don't think the fans are going to like it". To me was a sacrilege, since We're Only in it for the Money was my favorite album in high school! It was his decision. It was his music, it was his business; so he could do whatever he wanted. I tried to talk him out of it, though.

How was Frank Zappa behind the scene?

Believe it or not, he was pretty much like he was onstage. He was very sarcastic, cynical, funny, and also moody. One day he was happy, laughing, the next day he was miserable. If you said "black" he would say "white", if you said "yes" he would say "no". I think he felt that was his job. It was very difficult to get close to him.

How would explain that Zappa was in fact a genius?

In a lot of ways. He had a unique way to thinking about music. He had an amazing talent for writing lyrics. He was also a tireless worker. He never gave up. He was extremely prolific. He had a big enough ego to believe in himself and go forward. He was brilliant.

What are the most important things you have learned working for him?

Probably the most important thing I learned was that I was not as good a musician as I thought I was before I got in the band. I realized I had a lot to learn.

How was he as an employer?

He was a very stern employer. But for the most part I felt like I was always treated fairly with. He said "here's the deal: this is what I expect you to do and this is how much I'm going to pay you". And that was it. It was OK with me.

What are the pros and cons of having worked for him (business wise speaking)?

There were definitely more pros than cons. The pros were certainly that I got a lot of respect from other musicians. For example, when I started producing other bands, and they would found out that I had played with Zappa, I got their respect, which enables me to say, "no, you have to do it this way". So they would go "OK, we will do it that way".

The cons came mostly from the music business. I think there were people in the music business that did not like Frank for some reason or another. The people in Hollywood are very commercial minded, and perhaps they thought he was too weird. But they are full of shit!

Why did you quit the band?

That's a complicated question. Like I say, touring is very hard. I really do not like to travel that much. Also, I've seen other musicians that deteriorated their relationship with Frank and ended up with hard feelings. I know a lot of musician that became resented. I really loved Frank and his music so much and I didn't want to see that happen. I began to feel some friction and thought it was time for me to go. There were other personal reasons as well.

If I would have known he would die so young, I surely would have stayed in the band, but, of course I couldn't have know that. To play with him was a goal that I had. I set that goal and I made it, and
I wanted to try to do other things.

Those "other things" include working with commercial and film music.

Yes. I learned a lot for working with Giogio Moroder too, who is exactly the opposite to Frank. I spent a lot of time at the studio, watching stuff from a totally different perspective.

I brought Giorgio up to Frank's house one time, because Frank had just bought a new Sony digital 24-track tape recorder, and Giorgio wanted to see it. After he saw it, he bought three! ($90,000 each).

You have released three solo albums.

I did the first one in 1991. I sort of accumulated stuff that I wrote for my own entertainment and finally decided to put out a record. Whenever I manage to write enough stuff I put out another one out. My criteria is that after working so much for other people, telling me what they wanted to hear, I said, "well... what is it that I would like to hear?".

Whose idea was The Band From Utopia?

Shortly after Frank died, a promoter in Stuttgart wanted to put on a Zappa Tribute show and I think maybe Tommy called me, and everybody called everybody to see who wanted to do it and was available. I thought
up the name. We put together a group and a show and played in Stuttgart and Cologne. The show was broadcast live on German TV and a CD was released. The guys liked it so much that we tried to keep the band together. It's really a loose organization, so we play only about two times per year. There is a new studio album in the works.

Part 3) The LIVE SHOW: