Frank Zappa’s Surrealistic Doc, Soundtrack ‘200 Motels’ Celebrates 50 Years With Definitive Box Set

In celebration of Frank Zappa’s 200 Motels golden anniversary, Zappa Records, UMe and MGM have assembled a definitive Super Deluxe six-disc box set of the beloved, yet hard to find, soundtrack for release on November 19.

Fully authorized by the Zappa Trust and produced by Ahmet Zappa and Zappa Vaultmeister Joe Travers, the monstrous 200 Motels 50th Anniversary Edition brings together the original soundtrack, newly remastered by Bernie Grundman at Bernie Grundman Mastering, along with a staggering amount of unreleased and rare material unearthed from FZ’s Vault, including original demos, studio outtakes, work mixes, interviews and movie ads, along with newly discovered dialog reels, revealing an early audio edit of the film. Also included is a wealth of never-before-heard audio documentary material surrounding the project.

Released in October 1971, Frank Zappa’s 200 Motels was a miraculous feat, a cinematic collision of the venerated musician and composer’s kaleidoscopic musical and visual worlds that brought together Zappa and his band, The Mothers, Ringo Starr as Zappa – as “a large dwarf” – Keith Moon as a perverted nun, Pamela Des Barres in her acting debut, noted thespian Theodore Bikel, the Royal Philharmonic Orchestra, and an incredible assortment of characters (both on screen and off) for a “surrealistic documentary” about the bizarre life of a touring musician.

A heady, psychedelic stew of low and high brow art forms, the film, written by Zappa and co-directed by him and Tony Palmer, mixed together irreverent comedic skits, madcap satire, eye-popping animation and virtuosic on-screen musical performances from both The Mothers and the RPO for a fascinating and free-wheeling multimedia extravaganza.

Shot in just 10 days with a budget of around $650,000 from distributor United Artists, 200 Motels was one of the first movies to be filmed entirely on videotape and Zappa and crew pushed the envelope of the burgeoning new medium’s possibilities, mostly notably through its use of spectacular – and at the time – state-of-the-art visual effects.

Described by Zappa as “at once a reportage of real events and an extrapolation of them… other elements include ‘conceptual by-products’ of the extrapolated ‘real event’ … In some ways the contents of the film are autobiographical,” 200 Motels was hailed by the Los Angeles Times as a “a stunning achievement” with “just the right touch of insanity,” and the “Zaniest piece of filmusical fantasy-comedy since The Beatles’ ‘A Hard Day’s Night” by Daily Variety.

The music, and its corresponding soundtrack, was equally diverse, a wild pastiche of avant garde rock and orchestral compositions interspersed with dialog from the film. Up until that time, compositions like the finale piece, “Strictly Genteel,” were some of the most ambitious material ever written and recorded by Zappa.

The band in the film and on the soundtrack consisted of Frank Zappa (guitar & bass), Mark Volman (vocals & special material), Howard Kaylan (vocals & special material), Ian Underwood (keyboards & winds), Aynsley Dunbar (drums), George Duke (keyboards & trombone), Martin Lickert (bass), Jimmy Carl Black (vocals), and Ruth Underwood (orchestra drum set), not to mention the aforementioned Royal Philharmonic Orchestra.

In true Zappa fashion as he wrote in the album’s original liner notes, “This music is not in the same order as in the movie. Some of this music is in the movie. Some of this music is not in the movie. Some of the music that’s in the movie is not in the album. Some of the music that was written for the movie is not in the movie or the album. All of this music was written for the movie, over a period of 4 years. Most of it (60%) was written in motels while touring.”

Discs 1 and 2 feature the remastered soundtrack with the second half of the second disc consisting of demos and demo outtakes; two of the many highlights from these sessions include unreleased alt mixes and alt takes of the Chunga’s Revenge tunes, “Road Ladies” and “Tell Me You Love Me.” Discs 3 and 4 contain the “Dialog Protection Reels,” which reveal an early version of the movie, while Disc 5 and 6 present unreleased outtakes, alternates and historical nuggets sequenced in the order of the original shooting script, the way Zappa originally envisioned before he ran into time and budget constraints. These illuminating discs reveal Zappa’s original intent for the film for the first time.

The six-disc set will be housed in a 64-page hardcover book in a handsome 12” x 12” slipcase. The packaging replicates the original booklet updated with revealing new liner notes from Pamela Des Barres, Ruth Underwood and Joe Travers, as well as Patrick Pending’s essay from the 1997 reissue, and is chock full of motion picture artwork, stills and images, from the film and its making, many which have never been seen before.

This must-have collector’s release will also include a custom “200 Motels” keychain and Do-No-Disturb motel door hanger and a full-size replica of the original movie poster. Years in the making, all the audio was meticulously identified and transferred over several years as Travers dug through the Vault to create a new high resolution 96K/24B digital patchwork stereo master from the original analog tapes. The Vault material was mastered by John Polito in 2021.

The remastered 200 Motels soundtrack will also be reissued on vinyl as a 2LP pressed on 180-gram black vinyl and also as a limited edition red vinyl pressing on 180-gram vinyl, which will only be available exclusively through Zappa.com, uDiscoverMusic.com or SoundofVinyl.com. Both will be pressed by Optimal Media in Germany and be the first time the album has been available on vinyl in decades.

The soundtrack will also be released on 2CD and all formats will include a smaller version of the movie poster. Additionally, the entire Super Deluxe Edition box set will be available digitally for streaming and download, marking the soundtrack’s digital debut, in both standard and hi-res audio. Pre-order for all configurations is available now.

Available today is the first taste of the 50th Anniversary Edition with the track “Mystery Roach” (Dialog Protection Reel) taken from Disc 3, which houses the “Dialog Protection Reels.” Found in the Vault, these work in progress tracks reveal an early version of the movie. The music mixes are in mono and were created before Zappa went into Whitney Studios for over-dubbing and sweetening.

Putting together this 50th anniversary edition was a labor intensive process that bore fruit at nearly every turn as Travers dug through Zappa’s expansive archives to put together this exhaustive edition. As Travers writes in the liners, “During this search and seizure mission, I was able to unearth a multitude of audio treasures from a very large number of tapes. Original demos, session outtakes, alternate mixes and versions, and even dialog reels that captured an edit of the film that predates the final assembly which eventually made it to theaters everywhere in 1971.”

Amongst the gems discovered include a number of ¼-inch reel-to-reel tapes that were made at Trident Studios during February of ’71, which contain rough mixes of nearly everything that was recorded on multi-track. As Travers explains, “they reflect raw performances, as they happened before FZ would get a hold of the multi-track masters and bring them to Whitney Studios in Glendale for over-dubs and sweetening.

The Trident tapes allow us to hear music that did not make the film, or the final soundtrack album. They also helped us to reconstruct pieces of music like ‘The Pleated Gazelle’ or ‘What’s The Name Of Your Group?’ into their full sequences per the score. Over the years, even Frank himself forgot the sheer amount of music that actually did get recorded. All of the archiving for this 50th Anniversary set has produced incredible amounts of content that we would never had known existed otherwise.”

Pre-order the 200 Motels 50th Anniversary Edition Super Deluxe Box Set.

CD 1: ORIGINAL SOUNDTRACK – REMASTERED
“Semi-Fraudulent / Direct-From-Hollywood Overture”
“Mystery Roach”
“Dance Of The Rock & Roll Interviewers”
“This Town Is A Sealed Tuna Sandwich (Prologue)”
“Tuna Fish Promenade”
“Dance Of The Just Plain Folks”
“This Town Is A Sealed Tuna Sandwich (Reprise)”
“The Sealed Tuna Bolero”
“Lonesome Cowboy Burt”
“Touring Can Make You Crazy”
“Would You Like A Snack?”
“Redneck Eats”
“Centerville”
“She Painted Up Her Face”
“Janet’s Big Dance Number”
“Half A Dozen Provocative Squats”
“Mysterioso”
“Shove It Right In”
“Lucy’s Seduction Of A Bored Violinist & Postlude”
“I’m Stealing The Towels”
“Dental Hygiene Dilemma”
“Does This Kind Of Life Look Interesting To You?”
“Daddy, Daddy, Daddy”
“Penis Dimension”
“What Will This Evening Bring Me This Morning”

CD 2: ORIGINAL SOUNDTRACK – REMASTERED (Cont’d)
“A Nun Suit Painted On Some Old Boxes”
“Magic Fingers”
“Motorhead’s Midnight Ranch”
“Dew On The Newts We Got”
“The Lad Searches The Night For His Newts”
“The Girl Wants To Fix Him Some Broth”
“The Girl’s Dream”
“Little Green Scratchy Sweaters & Courduroy Ponce”
“Strictly Genteel (The Finale)”

200 MOTELS DEMOS, 2ND MOVEMENT – ROCK MUSIC
“Road Ladies (Alternate Mix)”
“What Will This Morning Bring Me This Evening”
“What Kind Of Girl Do You Think We Are?”
“Bwana Dik”
“Daddy, Daddy, Daddy”
“Do You Like My New Car?”
“Magic Fingers”
“Phyllis & Aynsley”
“What Will This Evening Bring Me This Morning (Alternate Mix)”

200 MOTELS DEMO SESSION OUTTAKES
“Tell Me You Love Me (Mix Outtake)”
“Road Ladies (Alternate Take)”
“What Will This Morning Bring Me This Evening (Studio Outtakes)”
“What Will This Morning Bring Me This Evening (Alternate Take, Incomplete)”
“Aynsley Dunbar, Ladies & Gentlemen”
“Magic Fingers (Version B, Mix Outtake)”
“What Will This Evening Bring Me This Morning (Mix Outtake)”
“Tell Me You Love Me (Alternate Take)”

CD 3: 200 MOTELS – DIALOG PROTECTION REELS
“Scene 1-2: Semi-Fraudulent/Direct-From-Hollywood Overture”
“Scene 3: “What’s The Deal?”
“Mystery Roach”
“Scene 32: “It’s A Good Thing We Get Paid To Do This…”
“Scene 14: What’s The Name Of Your Group? I”
“Scene 32: “We Haven’t Formed The Group Yet”
“Scene 15: What’s The Name Of Your Group? II”
“Scene 17: “When Do We Get Paid?”
“Scene 18: Went On The Road”
“Scene 19-20: “Special Delivery”
“Scene 21: Centerville”
“Scene 21: Janet & Lucy”
“Scene 22: This Town Is A Sealed Tuna Sandwich”
“Scene 23-24: Tuna Fish Promenade”
“Scene 28: The Sealed Tuna Bolero”
“Scene 29: Lonesome Cowboy Burt”
“Scene 30: JCB & Rance”
“Scene 21: Larry The Dwarf”
“Scene 81: Magic Fingers”
“Scene 47: Larry The Dwarf In The Hotel Room”
“Scene 33: The Lad Searches The Night For His Newts”
“Scene 40-41: The Girl Wants To Fix Him Some Broth”
“Scene 42: Little Green Scratchy Sweaters & Courduroy Ponce”
“Scene 45: A Nun Suit Painted On Some Old Boxes”
“Scene 57: The Perverted Nun”
“Scene 87: “Penis!”
“Scene 58: She Painted Up Her Face”
“Scene 60: Janet’s Big Dance Number”
“Scene 61: Half A Dozen Provocative Squats”
“Scene 62: Lucy’s Seduction Of A Bored Violinist”
“Scene 63: Shove It Right In”
“Scene 67: “I Am Bwana Dik!”
“Scene 68-69: What Will This Morning Bring Me This Evening”
“Scene 77: Daddy, Daddy, Daddy”

CD 4: 200 MOTELS – DIALOG PROTECTION REELS (Cont’d)
“Scene 90: Biff Debris & Jeff”
“Scene 84-85: Penis Dimension”
“Scene 32: Mystery Roach (Acoustic) / “Yeah? Well Fine!”
“Scene 71: What Will The Evening Bring Me This Morning”
“Scene 92: Jeff Flips Out / I’m Stealing The Room”
“Scene 100: Strictly Genteel”
“Scene 100: 200 Motels Finale”

BONUS SWILL, PART I
“I Was Gonna Make A Movie One Time…”
“200 Motels Movie Ad #1”
“What’s The Name Of Your Group? (FZ Edit)”
“200 Motels Movie Ad #2”
“FZ on Ringo Starr”
“Ringo Starr on 200 Motels”
“200 Motels Movie Ad #3”
“Motorhead’s Midnight Ranch (Mix Outtake)”
“Looking For Newts”
“They Are Only In It For The Money”
“200 Motels Movie Ad #4”
“200 Motels Commercial Session Outtakes”
“Does This Kind Of Life Look Interesting To You? (Mix Outtake)”
“I Shall Ruin All The Tapes”
“Janet’s Big Dance Number (Basic Tracks)”
“Martin Lickert Voice-Over”
“Touring Can Make You Crazy (Mix Outtake)”
“Penis Dimension (Instrumental Alternate Take)”
“Centerville (Mix Outtake)”
“Mystery Roach (Alternate Master)”
“Magic Fingers (Mix Outtake)”
“200 Motels Movie Ad #5”

CD 5: 200 MOTELS – ALTERNATES AND OUTTAKES
“What Is 200 Motels?”
“Theodore Bikel Voice-Over (Alternate Take)”
“Semi-Fraudulent/Direct-From-Hollywood Overture (Mix Outtake)”
“What’s The Name Of Your Group? (Complete Sequence, Part I)”
“What’s The Name Of Your Group? (Complete Sequence, Part II)”
“What’s The Name Of Your Group? (Complete Sequence, Part III)”
“Can I Help You With This Dummy?”
“Pianos For The Pleated Gazelle”
“Synth Tracks I”
“Would You Like A Snack? (Alternate Take)”
“Howard Kaylan/Mark Volman Voice-Over”
“Centerville (Rough Mix)”
“This Town Is A Sealed Tuna Sandwich (Prologue, Mix Outtake)”
“Tuna Fish Promenade (Mix Outtake)”
“The Sealed Tuna Bolero (Alternate Take)”
“Lonesome Cowboy Burt (Mix Outtake)”
“Naval Aviation In Art?”
“Redneck Eats/The Restaurant Scene (Basic Tracks)”
“Mystery Roach (Basic Tracks)”
“I Have Seen The Pleated Gazelle”
“Dew On The Newts We Got (Rough Mix)”
“The Lad Searches The Night For His Newts (Rough Mix)”
“Motorhead’s Midnight Ranch (Rough Mix)”
“The Girl Wants To Fix Him Some Broth (Rough Mix, Alternate Ending)”
“The Girl’s Dream (Rough Mix)”
“Little Green Scratchy Sweaters And Courduroy Ponce”
“Scene 43: A Cardboard Box”
“Scene 44”
“A Nun Suit Painted On Some Old Boxes (Rough Mix)”
“She Painted Up Her Face (Compressed Mix)”
“The Secret Stare”
“Half A Dozen Provocative Squats (Compressed Mix)”
“Lucy’s Seduction Of A Bored Violinist (Basic Tracks)”
“Shove It Right In (Compressed Mix)”
“Postlude (Basic Tracks)”
“What Will This Evening Bring Me This Morning (Mix Outtake)”

CD 6: 200 MOTELS – ALTERNATES AND OUTTAKES
“Daddy, Daddy, Daddy (Alternate Take)”
“Magic Fingers (Alternate Take)”
“Penis Dimension (Basic Tracks)”
“Scene 86”
“Scene 87 (Alternate Take)”
“Synth Tracks II”
“I’m Stealing The Towels (Basic Tracks, Alternate Take)”
“Scene 94: “He’s Always Watching Me”
“Dental Hygiene Dilemma (Part I, Basic Tracks)”
“Does This Kind Of Life Look Interesting To You? (Mix Outtake)”
“Dental Hygiene Dilemma (Part II, Basic Tracks)”
“Strictly Genteel (Basic Tracks)”
“200 Motels Finale (Alternate Take)”
“200 Motels Finale (Basic Tracks, Unedited Ending)”

BONUS SWILL, PART II
“Movie Theater Skit (Commercial Session Outtake)”
“200 Motels Album Ad #1”
“Script Rehearsal Trim”
“Lonesome Cowboy Burt (In Rehearsal 1969)”
“Lonesome Cowboy Burt (In Rehearsal 1970)”
“200 Motels Album Ad #2”
“Penis Dimension Jingle Music”
“TV Hype (Commercial Session Outtake)”
“200 Motels Movie Ad # 6”