Frank Zappa: The Negative Dialectics of Poodle Play

By Ben Watson, Frank Zappa

260 ratings - 3.87* vote

Frank Zappa's musical genius will take a long time to unravel. With 57 albums to his credit, ultilizing techniques of heavy rock, avant-garde classical music, jazz, and ethnic music, his body of work has defied both description and criticism. In this brilliant treatise, Watson explains, expounds, dissects, analyzes, experiences, and, in the end, ensures that Zappa's works, Frank Zappa's musical genius will take a long time to unravel. With 57 albums to his credit, ultilizing

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Book details

Hardcover, 597 pages
January 1st 1995 by St. Martin's Press

(first published 1993)

Original Title
Frank Zappa: The Negative Dialectics of Poodle Play
0312119186 (ISBN13: 9780312119188)
Edition Language

Community Reviews

Nathan "N.R." Gaddis

Some people have their Dylan. Some folks have their Beatles. I have my Zappa.

I hate the Beatles. And it’s not just their fans. I hate John and Paul and George and Ringo. Especially I hate the name of that last guy and his boring all=star band.

Were I to characterize Dylan, I’d be open to prompt correction. I like him. What I know of him. At the very least he’s sort of the master of the story=song. But I guess I’ve never known him to do anything but songs. Which is fine if you really go for songs.

Zappa’s where it’s at. At least he’s where it’s at in POP music. Probably because only part of him was in the pop market. And the part that was in the pop market was the part that wanted to make $money$. That’s right. Frank made pop music in order to earn $$$$. It was a way for him to subsidize his true love, which is music. He said somewhere sometime that he had performed Dinah Moe Hum (the one about manually manipulating a female to outrageous orgasm) about 17,000 times in order to finance the performance of something like, oh, I dunno... the Yellow Shark thing. I mean the Yellow Shark thing is kind of the saddest thing in music history, that just a year before he dies, he finally meets the musicians capable of and willing to perform his music properly.

At any rate, I’ll natter on all day about Frank Zappa. I think in today’s art world, only William T. Vollmann is sort of Zappa’s heir. I think Devin Townsend too is sort of one, but his interests tend to be a bit narrower than Bill’s and Frank’s.

I am well aware how totally unbearable Zappa fans are. But you are compelled, at the very least, to grant us more bearability than the average Metallica fan.

Zappa was is a genius.

Manymany music people, people who say they are music people, have not discovered the secret of poodle play. Dammit.

And here’s the rub, where I piss off all you posers -- Frank Zappa could read and write. Are you even remotely aware of how illiterate the average music person is today? I mean, of course, mostly in the pop world. But how many jazz-bo’s are literally illiterate? Can’t read music? Can’t write music? It really boggles the mind. That one could be so disrespectful of one’s art not to learn its language.

The illiteracy of the original Mothers is the main reason for their disbandment. The music improved. True, it may have improved a bit more were Frank able to write in a more band-oriented fashion ; but individuals are as individuals do (and he wrote lots of music specifically for those talented honkers he hired). And Frank is that prototypical type, the Rugged American Individualist who is so damn’d R.O.B.U.S.T.

Okay, so as to this Dialectical book. Look. The Zappa fans who don’t like this book like to say, “Zappa hated writing lyrics.” And so, right? why try to understand or interpret them? Because there’s is so much awesomeness in Zappa’s Conceptual Continuity. He was always up to something.

In other words, if you are a true Zappa phile, you’ll prefer some of this Poodle Play over that (probably?) unreadable thing published with Frank’s name on it, The “Real” Frank Zappa Book, which I haven’t read, but every quote I’ve seen from it is kind of a little embarrassing ; It was a polemical time.

In addition to the Watson book, you’ll also want the collection of papers from the Zappa conference which is kind of closely related in methodology, Academy Zappa: Proceedings of the First International Conference of Esemplastic Zappology. All you need to know about the phrase “Esemplastic Zappology” is that it is the methodological opposite of the boring and tedious ‘empirical’ mere collection of data. (you’ll find both books under Watson’s profile here on gr).

And no, the torture never does stop, no matter what order you eat the trotters.

Roxy & Elsewhere ::

Joe’s Garage ::

The Yellow Shark (live) ::

Dinah Moe Hum ::

Moon Unit Zappa doing Valley Girl ::

Frank playing the bicycle on the Steve Allen show, 1963 ::
(my god! he’s so cute)

I’m so cute ::

A really bad=bad movie featuring Moon Unit, “Shaded Places” aka “The Giving Tree” ::

And if you need some Zappa to play for folks easily offended by humor in music ::

The shirtless Muffin Man! ::

And Dweezil has really been doing his father proud in recent years ::

Kevin Cole

This book has to be read to be believed. Even hardcore Zappa fans may be humbled by the ferocity of this fan.


I'm a Frank Zappa-fan, like all people who would consider reading this book I imagine. The author admires him to great heights as well. The highlights in this book include many matchless poignant quotes of FZ's, often placed in a context where they reveal an interesting angle, reveaing opinions of Ben Watson's. I hadn't read anything of his before but he is a music writer for the British magazine "The Wire". He is a socialist and appears to be a well-read person. The book catalogues Zappa's work in chronological order but has much more to offer than just preaching-to-the-choir appreciation, and established cliché critiques (misogyny etc.) There is no dry musical analysis. My reading progress resembles the shape of a "burnt weeny sandwich" and goes as follows:
Very stimulated by the first 70 pages, especially by Watson's attitude towards Zappa's position, and using him, almost exclusively in very high regard, as do his fans, as an iconic late 20th-century artist who disregards high and low brow art borders. To Watson, Zappa is a petit-bourgeoisie capitalist with a penetrating, disarming outlook, whose art fearlessly and with "conceptual consistency" comments on the the stupid and easily-swayed people of the culture he disdains and is part. For me the scorn is a big portion of why I like FZ's lyrics, and they do make me listen. Watson likes quoting Theodor Adorno (yawn), Philip K. Dick, Sigmund Freud and others, in order to draw countless parallels to political, and other, ideas and trends in a list of eras, traditions and continuums. It's all presented in a verbose, and often humorous, fashion. After a while I felt I had had enough of it. There is no shortage of articulated opinions about this and that, and I like what he has to say about class differences in art a lot, as well as the general perception, through the centuries, of influential media portrayal to uphold such hierarchies (Mozart was a genius, rock is low etc), but he goes too far for it to really be believable to the fans. Perhaps he's going all "entrepreneurial American" here and employs gross exaggerations to make his points?
The middle section of the book deals with common themes in Zappa's output: animals (see title), orifices, sex, power abuse etc. Some of it is amusing and I think he's on to some things, however I was turned off when he extracts whatever meanings he wants from the individual letters in the song title "Montana", this episode is just nerdy and embarrassing mental masturbation. Sometimes he draws very unfair opinionated conclusions and uses details in lyrics or interviews to support a concluded reduction of this and that to make them comply with larger cultural schemes, fitting Watson's decided-on view. There is some magnetic pull to the left all the time. Regardless of your political views there's some bullshit there; to quote FZ: "Look here brother, who're you jivin' with that cosmik debris?"
I was on the verge of stopping at one or two points, but then he won me over again with the last 8th of the book. He actually met with Zappa in his house, hung with, and interviewed him, and was met with approving nods and amused laughs, and was given the go ahead to publish the book from the man himself, just a few months before he died in 1993.
So to summarize my impressions; on the one hand an ambitious, amusing and worthwhile read for the Zappa-fan, but on the other hand - to once again quote FZ: "Who gives a fuck anyway?"....

Matthew Lipson

This a very complex book in its presentation. Being a break down of the cultural and musical relevance of one of the 20th century's most controversial musicians may not be for everyone. Being very academic in its approach make the book not easily accessible especially for those not steeped in music theory or terminology. I will admit most of the musical deconstruction went over my head. I walked away with -- Zappa's music is very complex in a way you never see in popular music.

In a sense Zappa is a repressed composer trapped in a novelty Rock 'n' Roll genre. Most of this is of his own making. A reality he at once felt trapped in and reveled in. Let's be honest, symphonic composers rarely get panties thrown at them on stage, asked for or not.

This is a book I need to re-read, as I may be a little bit more read on these subjects. I do recommend it, but only for those who are ready to be intellectually challenged.


I finished this quite some time ago and I'm just now thinking to add it to my goodreads "read" list. Worth a reread sometime soon.


This is an idiosyncratic but very enlightening academic discourse on Frank Zappa's music. I found the bits on Adorno tough going as I'm not fond of philosophy, but even these sections were ultimately worthwhile.

Since it's now 25 years since Zappa's death and the Zappa Family Trust has kept up a fairly frenetic pace of releasing Zappa's work, the book could, I think, really do with a new edition, although some might argue, with some justification, that none of the material released since Zappa's death really throws new light on the oeuvre.

Mark Goddard

Hell. I am giving this book 5 stars. Yes at times it is very difficult to read.Many times I would reread the same paragraph over and over. In the endI felt rewarded for sticking it out. I learned about certain stuff I would never had encountered if not for this book. Now I just have to figure out what it all means?

Simon Mcleish

Originally published on my blog here in April 1998.

This massive volume, over five hundred pages, is a detailed analysis of Frank Zappa's life and work, from the point of view of a long-term dedicated fan. Even so, there is space for fewer than ten pages for each album released by Zappa, so the amount of analysis possible is a little limited.

The fan background means that Watson attempts to defend Zappa wherever possible, even in cases where many people (including myself) find his work pretty difficult to take (see particularly the information on ThingFish, for example). The author is also involved in the Socialist Workers' Party, and sometimes his politics get rather in the way of the music. (The criticisms throughout the book of Zappa for treating his band members as employees are an example of this.) The first five chapters were written earlier than the rest of the book, and some of the later parts do have a rather piecemeal look to them.

I enjoyed the book, despite these quibbles, and it made me want to go out and listen to some of the Zappa albums I haven't heard. I was particularly interested in the discussions of xenochrony (putting together bits of music with different time signatures, in Zappa's case using recording technology) and the contrast between extreme preparation in advance and the use of chance events, both of which are features in Zappa's music. In the latter context, Watson tells a wonderful anecdote, which I want to repeat here. When Samuel Beckett was working as secretary to James Joyce and taking down dictation for the carefully planned Finnegan's Wake, they were interrupted by a knock on the door. Beckett noted down the "Come in" uttered by Joyce; when reading the passage back made them realise that these two words had crept in by chance, Joyce decided to keep them, and wove them into his plans for the book.

David Melbie

My third reading of this unruly monster. I thoroughly enjoy reading this book even if I most thoroughly do not understand much of OTL's thoughts as he has presented them -- is this guy kidding or what?

I laughed harder at the 'Postfix to the Fourth Edition,' where OTL rants about other critics' reviews of this large turd of a book!

The fact that I thoroughly enjoy books of this type makes me as much a lunatic as the author, I suppose. Zoot allures, indeed! --From A Reader's Journal, by d r melbie.


This was a pretty solid book, though maybe a little much for someone relatively new to Zappa. Maybe I'll try again in a few years once I've had more exposure. Still, very well researched and intelligent.