wax Poetics
Ruth Underwood and Frank Zappa of the Mothers of Invention in concert at the Hollywood Palladium, 1973. Photo by Jeffrey Mayer/WireImage/Getty Images.

Of Motels and Mallets

The kaleidoscopic, surrealistic, avant-garde film (and soundtrack) 200 Motels was Frank Zappa’s wildly ambitious directorial debut, an opus which was truncated, maligned, and mostly just ignored at the time. But it served as a jumping off point for a new musical relationship with mallet master Ruth Underwood, a collaboration which would last a decade, with her tuned percussion becoming a centerpiece of Zappa’s complex creations.

Writer A. D. Amorosi speaks at length with the spotlight-shy Ruth Underwood about her musical marriage with Frank Zappa and working out complex rhythms with keyboard genius George Duke. The Simpsons creator Matt Groening also joins our discussion, explaining his own obsession with Zappa’s music.

This article is in partnership with Qobuz.

published online
By A. D. Amorosi


Frank Zappa’s avant-garde, autobiographical 200 Motels of 1971 will always be looked at, first, as a work of cinema whose smartly silly, Dada-esque humor and immersive color-saturated special effects (solarization, double exposure) made it a film at one with the post-psychedelic experience of its time while staying true to the Zappa oeuvre. It is as hyper-intellectual and socially critical as it is mega-juvenile and ever-so-slightly perverse in a man-childish manner. A movie where the Who’s manic drummer Keith Moon played a nun and one of the Beatles portrayed a vertically challenged person who would dress up as a turtlenecked “Frank Zappa” puts 200 Motels up there with other explosively bizarre films of that same year, be it Ken Russell’s The Devils, Stanley Kubrick’s A Clockwork Orange, or Woody Allen’s Bananas.

“The movie is a kind of magical mystery trip through all the motels, concert halls, cities, states and groupies of a road tour of [Zappa’s band] the Mothers of Invention,” wrote the late, great godfather of film criticism Roger Ebert following 200 Motels’ 1971 release. Considering that Ebert had a hand in writing one of the counterculture’s most inadvertently kitschiest films in 1970’s Russ Meyer–directed Beyond the Valley of the Dolls, the critic had his own bird’s-eye vision into all manner of the outlandish.

“No attempt is made at documentary accuracy (to make a thunderous understatement),” Ebert continued. “All of the cities are lumped together into Centerville, ‘a real nice place to raise your kids up,’ and the sanity of the film can be gauged by the fact that Ringo Starr plays Frank Zappa as ‘a very large dwarf.’”

Beatles drummer Ringo Starr during a <i>200 Motels</i> rehearsal at the Royal Albert Hall in London in February 1971, ahead of their planned performance of music from the film on February 9. Photo via Evening Standard/Hulton Archive/Getty Images.
Beatles drummer Ringo Starr during a 200 Motels rehearsal at the Royal Albert Hall in London in February 1971, ahead of their planned performance of music from the film on February 9. Photo via Evening Standard/Hulton Archive/Getty Images.
Ringo Starr, in costume, talks with Beatles assistant and roadie Mal Evans during a rehearsal break at the Royal Albert Hall in London in February 1971. Photo via Evening Standard/Hulton Archive/Getty Images.
Ringo Starr, in costume, talks with Beatles assistant and roadie Mal Evans during a rehearsal break at the Royal Albert Hall in London in February 1971. Photo via Evening Standard/Hulton Archive/Getty Images.

Ebert went on to write that 200 Motels was “a joyous, fanatic, slightly weird experiment in the uses of the color videotape process,” and that, “overbearing is the word for this movie. It assaults the mind with everything on hand. When there are moments of relative calm—say, during the animated sequence, or during the rare moments when only one image is on the screen, we find ourselves actually catching our mental breath. The movie is so unrelentingly high that you even wish for intermissions.”

As seemingly singular of a vision that 200 Motels represented, Zappa’s directorial debut benefited greatly from the work of co-writer/director Tony Palmer, a Brit who also had his hand in the like-minded Twice a Fortnight, a 1967 U.K. television series with the pre–Monty Python likes of Terry Jones and Michael Palin; Cream’s Farewell Concert, a 1969 early rock doc; and later in The Space Movie, a 1979 documentary on NASA with music by Mike Oldfield, known for his 1973 recording “Tubular Bells,” made popular by its use in The Exorcist. With that, the auteur element behind Zappa’s aesthetic is left primarily to the film’s forceful wall-to-wall musicality, a still-stunning soundtrack’s mix of free skronk rock, slippery noise jazz, dippy doo-wop, intricate hillbilly country, contemporary classical music, and whatever else Zappa could fit into its theatrical release’s ninety-eight-minute run time.

My Way or the Highway: Zappa, with machine gun, on the set of <i>200 Motels</i>, 1971. Photo via Silver Screen Collection/Getty Images.
My Way or the Highway: Zappa, with machine gun, on the set of 200 Motels, 1971. Photo via Silver Screen Collection/Getty Images.

Part I

The purity of Zappa’s sonic imagination is in its fullest flower, for the first time, with the mid-December release of a 200 Motels 50th Anniversary Edition, something closer to the guitarist-composer-conceptualist’s total vision when you consider the immensity and breadth of this new six-disc package.

Featuring unreleased and rare material unearthed from FZ’s Vault (the official home to all Zappa rarities, run by son Ahmet Zappa), including early demos, studio outtakes, work mixes, newly discovered dialog reels, audio documentary bits, and slips of unused musical material, the new CD box is more of a large-scale hotel complex than a run-down motel. Finally sequenced in the order of the original shooting script, the way Zappa envisioned the entire project before running into time and budget constraints, the 200 Motels 50th Anniversary Edition realizes Zappa’s original intent for the film and its soundtrack for the very first time. Noisily orchestrated modern classical music, lounge jazz, off-harmony doo-wop, slithery R&B, oblong opera, and psychedelic rock and roll are the deepest characters to make themselves known throughout 200 Motels. After that, it’s Mother saxophonist Jim “Motorhead” Sherwood, the godmother of groupie-dom Pamela Des Barres, and actor Theodore Bikel ranting and raving, alongside Moon, Starr, and Zappa’s various Mothers.

As far as its script goes, 200 Motels is a free fall through free-form storytelling, capturing as it does, kinda-sorta, the sights, sounds, and smells of a rock band on the road in the ’70s (mainly Zappa’s shaggy Mothers of Invention), coursing their way through small-town America, where they encounter rabid, man-eating groupies, sex-starved nuns, and redneck cowboys, all while dealing with a departing bassist (based on and originally to be played by real-life Mother Jeff Simmons) tired of playing “Zappa’s comedy music,” who wants to leave the band, and an orchestra not totally interested in playing music with titles such as “Penis Dimension.”

The End.

The already surreal flick is given the sheen of cinema verité by the fact that Simmons did actually quit the band—the night before filming on 200 Motels was to start in London’s Pinewood Studios (immediately replaced by equally novice “actor” Martin Lickert who was Ringo Starr’s then-chauffeur)—and that Zappa did genuinely encounter problems with the snobbish Royal Philharmonic Orchestra during its single week’s worth of filming. Having it be the first feature film photographed on videotape and transferred to 35 mm Technicolor film also lends 200 Motels a news-at-eleven-like patina, despite its era-appropriate psychedelic false colors, speed changes, and such.

Frank Zappa outside the Royal Albert Hall, where a musical performance of his film <i>200 Motels</i> was cancelled at short notice due to claims of obscenity, London, U.K., February 9, 1971. Perhaps a defining moment for Zappa, who would go on to fight censorship and speak at the U.S. Senate PMRC Hearings in 1985. Photo via Daily Express/Getty Images.
Frank Zappa outside the Royal Albert Hall, where a musical performance of his film 200 Motels was cancelled at short notice due to claims of obscenity, London, U.K., February 9, 1971. Perhaps a defining moment for Zappa, who would go on to fight censorship and speak at the U.S. Senate PMRC Hearings in 1985. Photo via Daily Express/Getty Images.

Part II

Self-proclaimed super-Frank-fan Matt Groening tells me about discovering Igor Stravinsky while simultaneously falling in love with Zappa and Captain Beefheart. “Happening onto a two-handed version of Stravinsky’s Rite of Spring changed my life,” says the illustrator, creator of The Simpsons, and writer of the liner notes for Zappa’s The Hot Rats Sessions box of 2019. “Suddenly, there were more things that you could do with melody, rhythm, and arrangements. That’s what wound up appealing to me about Zappa and Beefheart—their unconventionality, especially when it came to rhythm. That in turn led me into avant-garde jazz, and listening to that which pushes the boundaries.”

Groening seems to take issues with 200 Motels without defining why. “I have mixed feelings about the film,” he says. “The music, however—everything he did from the tail end of the ’60s and into the early 1970s—is my specialty when it comes to Zappa. Maybe because I was a teenager then, and it was all so new as I was developing.”

Groening talks about having been to the Zappa family house, and hearing the additional, unreleased elements of 200 Motels out now, along with many additional rarities, with awe and reverence. “So much of this previously unearthed music that I heard there is as good, if not better than, the music he’s already released,” he says. “There are so many stunning masterpieces yet to have been heard.”

Groening also enthuses about the 1970 version of 200 Motels that was played at UCLA with conductor Zubin Mehta at the helm of the Los Angeles Philharmonic Orchestra before the film was made (an excerpt of which can be found here), as well as a “reconstituted version” with different material played again by L.A.’s Philharmonic with additional material. In his own way, Groening speaks of 200 Motels as a living, breathing organism that can blossom anew with every found track or new addition, not unlike Kanye West’s Donda

“Zappa kept on rewriting and adding stuff,” says Groening. “It was amazing how tireless he was, even though there might not be any prospects of getting the material performed. He had no expectations of hearing any of this stuff live, so to hear more 200 Motels come forth in any form is great.”

Part III

Then there is Ruth Underwood, the legendary mistress of malleted instrumentation, tuned percussion, and orchestral drums—from marimba to xylophone and vibraphone—who collaborated with Zappa from 1968 to 1979, and again in 1993, months before Zappa’s passing. The music (and filming) of 200 Motels was her second-only gig with the Mothers of Invention. Along with the liner notes for this new six-CD edition of 200 Motels, Underwood has done similar duty on other new-ish Zappa catalog reinvigorations such as Halloween ’73 and Roxy by Proxy.

Underwood doesn’t often give interviews, hasn’t seen 200 Motels since its debut, and pretty much walked away from public music-making beyond teaching after closing out her initial affiliation with Zappa. “After he died, I could never even imagine playing with anyone else—what would be the point?” she says, matter-of-factly. “Just move forward and do something else.”

Ruth Underwood, née Komanoff, trained within the classical tradition, at Ithaca College then Juilliard. Her first sight of the Mothers was at their residence at the famed three-hundred-seat Garrick Theater in New York City during their 1967 run; she would marry Zappa keyboardist and saxophonist Ian Underwood and become part of Zappa’s ensembles going forward. Once part of the family, hers was his most prominent tone. Save for his searing, inventive guitar work and droll vocals, Ruth Underwood is the defining sound within the Zappa oeuvre: the revolutionary necessity of percussive foregrounding and its integrated melodic overdrive borrowed from Zappa’s hero, avant-garde composer Edgar Varèse. Zappa wrote for Underwood as if he was writing for himself—innately and inventively.

“You’ve pierced my heart and gotten to the essence of everything by pointing out the relevance and importance of that idea to my life—even to why I stopped playing, almost completely, after my time with Frank,” says Underwood about Varèse’s thematic, melodic use of percussion, the likes of which drove Zappa to playing music in the first place. Considering that her entrance exam for Juilliard entailed writing a faux review about Varèse’s incendiary “Ionization,” Varèse’s alluring intent had forever been a part of Underwood and Zappa. With that, Underwood hails their relationship as the most incredible professional marriage (“a rocky and cruel marriage too”) with Varèse and other dissonant classicists such as Stravinsky and Bartók as their bridesmaids and pushing tuneful rhythm to the melodic forefront as their engagement ring.

“That was at the heart of what meant so much to me as a percussionist, going back to the early sessions,” she says (she first appears on 1969’s Uncle Meat), “to being in the back row, which I was in the large, 1973 iteration of the Mothers with Ian [Underwood], Jean-Luc Ponty, and Bruce Fowler—three titans of melodic instrumentation—until time passed and the band got smaller, and I was near the front. From the start, Frank wrote for me. Wrote melodically for me, and precisely so that I could play important thematic material.”

Underwood discusses the relief that she recalled, having a composer recognize the potentially artful impact of melodic malleted percussion, and how that could move such instrumentation beyond the orchestra’s small-minded vision (the sporadic ting of the triangle) or its cartoon theatricality. “I was so tired, coming up as a student, playing sound effects and playing humorous noises—you know, those xylophone glissando runs meant to emulate a skeleton, going down the vertebrae of a mammal.”

<i>200 Motels</i> gatefold LP.
200 Motels gatefold LP.

Zappa resuscitated Underwood’s pre-collegial passion for playing adventurous, uneasy music, and by their first album together, Uncle Meat (summoned by “a telephone call at my Greenwich Village apartment at midnight in 1968 after our initial introduction and hearing me play once”), the composer-guitarist lurched forward into making the tuned percussionist the center of his sound. Working at a recording studio on East Tenth Street (Apostolic Studios), Zappa started by having Underwood overdub Artie Tripp’s tuned percussion lines. “I was still in school, and I had homework, so at first I turned him down,” she says. “But Frank wore me down, so I went to the studio and recorded. I mean, I knew it was the shot of a lifetime, but I was conscious of school and had a life.”

Zappa had Artie Tripp as his percussionist, vibraphonist, and marimba player before Ruth Underwood became part of the Uncle Meat sessions in New York City. “But Art left to join Captain Beefheart’s band,” says Underwood, regarding Zappa’s old Cucamonga friend, left-field blues man Don Van Vliet (aka Captain Beefheart) and his accumulation of ace instrumentalists for his own mad avant-garde classic, Trout Mask Replica. “Frank didn’t want to lose that sound, so the transition was seamless between us. Art still tells me how important that sound was to Zappa. My Brentwood marimba was not meant to be folded or put into a typical standard touring instrument case. It was meant to be played with the resonators in them.”

So with Zappa, starting with Uncle Meat, Underwood was getting to play “the meat of it”—the melody and the rich luster of pitched music. There, with Zappa’s Mothers (and whatever ensembles he used on albums until the 1976–1977 Läther project—which Zappa had wanted to release as a four-record set but, after much disagreement, Warner Brothers had broken into 1977’s Zappa in New York, 1978’s Studio Tan, 1979’s Sleep Dirt, and 1979’s Orchestral Favorites—Underwood was in the company of equally inventive musicians that intellectually challenged the percussionist. “One of the thrills of playing with Frank was having [jazz fusion keyboardist] George Duke on one side of the stage holding down his section with me on the other, playing many of the in-unison parts that Frank wrote for the both of us.”

Underwood here jokes about Duke getting dragged by Zappa, kicking and screaming, into playing synthesizers, only to master them, excelling at their “in-the-crack, bluesy sounds,” that he could get through electronic keyboards that he just couldn’t get with acoustic instrumentation. “Frank was aware that the synthesizer couldn’t accent notes, but that the marimba and vibraphone sure the hell could. With me doubling George, Frank could get his beloved accents, that duh-nt-duh-nt-duh-nt-da pattern in five and one of Frank’s famed, go-to time signatures.” With that, the piercing quality of an upper-register marimba did the heavy tuned rhythm lifting. “It was an incredible stereo effect,” says Underwood of her teaming with the chic and funky Duke. “Then again, you have to consider, before that, we never had the technology to be able to have the marimba be that loud.” To this fact, Underwood laughs about Zappa being the person who turned her marimba electric, a process that she was reluctant to undertake, as it was her only marimba (“they’re delicate instruments, easy to break”), a rare Deagan she received from her high school music teacher. That Underwood only agreed to have her marimba hot wired when Zappa allowed his own precious vibraphone to undergo the same sound-changing operation shows off each musician’s willingness to move forward, fast, into the electric future.

Frank Zappa and the Mothers of Invention, circa 1974. (left to right) Bassist Tom Fowler, saxophonist Napoleon Murphy Brock, singer and guitarist Frank Zappa, keyboard player George Duke, marimba player Ruth Underwood, and drummer Chester Thompson. Photo via RB/Redferns/Getty.
Frank Zappa and the Mothers of Invention, circa 1974. (left to right) Bassist Tom Fowler, saxophonist Napoleon Murphy Brock, singer and guitarist Frank Zappa, keyboard player George Duke, marimba player Ruth Underwood, and drummer Chester Thompson. Photo via RB/Redferns/Getty.

Part III

Without digressing too much, 200 Motels becomes the centerpiece of everything she spoke about concerning George Duke, latter-day Zappa ensembles, and famed Frank recordings such as 1973’s Over-Nite Sensation, 1974’s Apostrophe (’), 1974’s Roxy & Elsewhere, and 1975’s One Size Fits All.

Like everything else between them, Zappa told her nothing about 200 Motels, not the music, and not the goofball script. “There was no conversation between Frank and me about my orchestra drum parts during the film,” she says. “Or about the film. We never talked about ‘Penis Dimension’ and made sure we could get through the weird time changes or complex rhythm. He just expected you could do it. I had no choice. The first time he heard me play drums, actual drums, was on set at the 200 Motels soundstage. He had crafted this part to have no improvisation whatsoever—which was a mantra of mine, but which drove Frank crazy—and I had actually had a drum kit from the one time I was a rock-and-roll drummer in New York City for the house band at the Café Au Go Go, which was attached to the Garrick Theatre. How unlikely was that?”

The house band Underwood speaks of was actually the Hamilton Face Band, with whom she recorded two albums, a self-titled debut in 1969 and Ain’t Got No Time in 1970. Recording under her pre-marriage name, Ruth Komanoff, she shared rhythms with songwriter-pianist Steve Margoshes, who would go on to write music for several Broadway shows such as Newsies the Musical and Lestat. “Ian and Frank’s manager, Herb Cohen, saw us,” says Underwood of Hamilton Face. “That’s how we got Frank’s attention in the first place. They told Zappa that I was good. That I could really play the drums... All he really wanted to know was whether I had Swiss cowbells, which, of course I claimed I did—then immediately went to a professional drum shop and bought some. In future years, in fact, playing with the Mothers, I amassed quite a collection of pitched Swiss cowbells. He didn’t ask again, but I had them.”

With great faculties on a drum set, Underwood didn’t have any of the opportunities to play melodic malleted percussion in 200 Motels (where she was restricted to a drum set) that she had had on Uncle Meat. “On that set, I stuck very much to what Frank wrote out on the printed page. That was always the thing with Zappa, but on 200 Motels, I didn’t have any crack at playing melody. I also knew that I never stood a chance to be Zappa’s full-time drummer, as he had Aynsley Dunbar at that point. And he was a monster.”

When filming and recording started in January 1971, Ruth Underwood appeared pitted—literally and figuratively—between the rock band and the orchestra, between the Mothers and the Royal Philharmonic—a life-changing event ever after. “I was at the edge of the riser, and I loved that,” she says. “It proved to be not entirely classically orchestrated on my part or fully rock and roll on my part. I was trying to make the decision then, for the rest of my life, which side I would be devoted to, even though I had hated Juilliard, abandoned that track, and moved to L.A. with Ian. Then again, would I [rather] be in another rock band that only marginally appealed to me? That’s when Frank concocted this drum part especially for me, and gave me the answer.”

In the immediate wake of 200 Motels, Underwood realized that she could not go backwards. 

“If I had phoned my part in, or overdubbed something, it still would have been an experience. Mind-boggling for the twenty-four-year-old me. That Frank considered me at all, and phoned me to become, after that, part of the touring Grand Wazoo ensemble, comes from 200 Motels. My being there, being anonymous among sixty to eighty separate musicians, brought me to the next step.”

During the 200 Motels shoot, it is now infamous that Zappa and the members of Great Britain’s Royal Philharmonic didn’t quite see eye to eye, and that they had zero affinity for the composer’s warped vision, the hippie-ish Mothers, or the script. Songs such as “Redneck Eats” and “Lucy’s Seduction of a Bored Violinist & Postlude” wouldn’t persuade them either.

“I didn’t hang out a lot, not a party type to go out and get sick, and I was really working to nail my parts, so I wasn’t running around on set,” recalls Underwood. “Plus, Frank had actually wanted me to do some acting in the film, though I never did see a script. He wanted me to be on-screen during Jimmy Carl Black’s ‘Lonesome Cowboy [Burt]’ song. I was supposed to be the ‘hot little bitch waitress,’ Opal. But [the film company] pulled the plug on time and money, and much of the material never got played or filmed. Frank wasn’t happy with those results. Before that, however, I did meet some of the other people in the Royal Orchestra at a restaurant, percussionists mostly, since I am a friendly person, and I can tell you that they were polite, and aloof. Not so much in a negative way. They were careful not to say anything inflammatory. They didn’t make waves. They weren’t showing off any dynamics, personally or professionally. I was the opposite, you know. I got a level and then I would explode. There is, however, that shot in the film of the conductor caught off-guard toward the finale, where he’s sitting with a look of pure disdain. He was just pissed. Maybe the performance wasn’t the best that they could do due to time, money, rehearsal constraints, and the composition’s difficulty. That, though, was the story of Frank’s life—write impossible parts, then complain when the results were shoddy.” 

Underwood goes on to say that if Zappa had not been all that he had been, writing a script filled with groupies, sex, and infantile levels of smut (“which sometimes bothered me, not because I am a prude but rather because it compromised much of the music”), that perhaps he, and 200 Motels, would have been taken more seriously. “Sometimes, he was throwing garbage onto beauty. How could one expect a professional orchestra in London at that time to play this music while dealing with people with outrageous hair, make-up, and all of that work drama, to say nothing of the lyrics. The Mothers knew what was expected of them, and did it, with their expertise, to the best of their abilities. The orchestra? Not so much. They were clueless as to Frank’s ways.”

Part IV

Underwood says that she had not viewed 200 Motels in the fifty years since it first screened, as so much of what went down with the British orchestra during its filming and recording had left a bad taste in her mouth. “I do have to say, though, seeing it again recently so to write the liner notes: it was a hell of a lot better than I remembered it. I was objective as to the notes I missed and the mistakes I made. I remembered how Frank was so discouraged by it, after not having it finished to his liking the first time—which is great that the box set fills in many gaps. I think Frank would be pleased by 200 Motels now.”

In conclusion, Underwood and I discuss the 1993 sessions that she famously played with Zappa, at his home studio, months before his death in December of that year. There, for four days, Zappa sampled marimba tracks for the music that he was producing despite his frailty. “In fact, when I got there, I was amazed at how wonderful he looked, and how straight he stood, how tall he was,” she says.

“I actually started going over to the house, first, to bring him food. Not health food, which he would have immediately rejected, but meals from Casa Vega in the San Fernando Valley on Ventura Boulevard. While we ate, he’d play music and saw how receptive I was. After a lifetime of avoiding and rejecting music theory, he actually asked me to help him with some theory. Should this be a G-flat or an F-sharp, and why. And he was so eager to learn that. By late May, he phoned to ask me to sample my marimbas. I was most shocked as I hadn’t played a note of malleted instrumentation for fourteen years. I was not in shape, and when you sample, you’re looking for something exact. I asked for time to practice and dust off my mallets and beaters with all of our tour stickers still on them. That’s when I heard a tone in his voice. Not the same tone from the past where he wanted everything that he wanted immediately and in full, all the time. But rather an urgency. So there was no time to waste. And once we started, he was as descriptive as always, asking for things like quiet, drum rolls, for example that sounded like two gnats saying hello to each other on the drum head to build a crescendo. Even though sampling was against my religion, I would have done anything for him.

“I would like to believe that I was helping him to finish this remaining work of his, but I really don’t know if he had ever done anything with our sessions,” Underwood wonders. “Along with having all of my instruments packed away how I had left them when I stopped playing, I had all of these chime-y things and children’s percussive instruments around the house, as I was lucky to have two sons late in life. I had it all and I played it all for Frank that May. I can flatter myself and wonder if maybe Frank was looking for an excuse to see me again. I think that is true. Still, he was all business, and I was there to feed it all to him. From snares to marimbas, like always I gave Frank what he wanted.”

Wax poetics

This article is in partnership with Qobuz.
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