Shut Up & Play Yer Guitar

No notable differences between the CD and the vinyl. Has been available as separate vinyl albums, a 3-LP box, a double CD and a 3-CD box (Ryko, 1995), which sounds better than the double.

We Need: How does the sound compare between the EMI double disc, the Ryko double disc, and the Zappa Records double disc?

ESSENTIAL VERSIONS FOR COMPLETISTS: The 1995 CD is the best-sounding version, and seems to have the most material. [completist's guide]


  • this curiously rectangular package is a triple-cassette promoShut Up & Play Yer Guitar single vinyl (Barking Pumpkin BPR 1111, May 11 1981)
  • Shut Up & Play Yer Guitar Some More single vinyl (Barking Pumpkin BPR 1112, May 1981)
  • Return of the Son of Shut Up & Play Yer Guitar single vinyl (Barking Pumpkin BPR 1113, May 1981)
  • Triple vinyl box (Barking Pumpkin W3 X3 8289 in the US, CBS 66368 in the UK, 1981, CBS/Sony 60AP 2268-70 in Japan)
  • Triple-cassette promo
  • 8-track?
  • Double CD (Ryko 10028/29 in the US, September 1986 (imported into Australia by Festival Records and re-stickered Ryko D70275/6), EMI CDS 7 90084 2 in the UK, 1987; Toshiba EMI CP25-5664/65 released July 24, 1988 in Japan; and later VACK 5042/42 in Japan)
  • Zappa Records double CD (Zappa Records CDDZAP or CDZAP 19 in the UK, January or March 1990)
  • IRS 973.719 CD?
  • 3-CD box (RCD 10533/34/35, May 30 1995; VACK 5112/13/14 in Japan, renumbered 5247/8/9 in 1998; also in a BMG Record Club version (BMG D203404))
  • Japanese paper-sleeve series box (Ryko/VACK 1240/1-3, May 29 2002 - white inner sleeves with sheet music, as also in the 1995 box)

Track Titles

On the Double CD, "Shut Up & Play Yer Guitar" was mislisted as "Shut Up & Play Yer Guitar Some More", and vice versa. The track order was not messed up, only the printed titles.

Relation to LÄTHER

A little bit of the "Ship Ahoy" solo (from Shut Up & Play Yer Guitar Some More) appears on the Läther album, as part of the track "Duck Duck Goose". Also, a few of the little snippets that link the tracks together (according to Dave Lane, the official Zappa term is "grouts") appear on both albums. [full Läther walkthrough by Zoot]

Original, Separate Vinyls

From Phil Freshour:

The original mail-order set consisted of 3 separate LPs, no box. The jackets were basically identical: a close-up of Zappa (with cigarette) on the cover, a detailed song list on the back, printed on a red background. An offer to pu***ase transcriptions of some of the music was included, along with a warning that this offer was for serious musicians only. I believe the retail version, introduced some time later, was indeed boxed, and the artwork changed to the "FZ-in-hat-and-vest-at-the-piano" version. [This is true. - Ed.]

(Before these three were released, Zappa planned a slightly different track order for them, which you can read about in the Weirdo Discography.)

Carl Smith adds some art information:

Shut Up and Play Yer Guitar box set... The UK version (66368) has red sleeves, but the photo of Frank is nicely printed in B&W... the normal one showing him smoking, complete with turned up polo collar and all. The US version (w38292) has blue sleeves, and the photo is printed in that same color blue/white scale... sublimating parts of Zappa into the sleeve itself.

Original (UK) Double CD (EMI)

Shut Up & Play Yer Guitar was first released on CD as a double, which had the advantage of being cheaper than a triple, but the disadvantage of ruining the fine sequencing of the original three vinyl discs. (In 1995, it came out as a 3-CD box.) The track list of the double CD is as follows:

1. Five-Five-FIVE (02:36)
2. Hog Heaven (02:49)
3. Shut Up & Play Yer Guitar Some More (05:38)
4. While You Were Out (05:59)
5. Treacherous Cretins (05:35)
6. Heavy Duty Judy (04:42)
7. Soup & Old Clothes (07:49)
8. Variations on the Carlos Santana Secret Chord Progression (03:58)
9. Gee, I Like Your Pants (02:35)
10. Canarsie (06:01)
11. Ship Ahoy (05:25)

1. The Deathless Horsie (06:21)
2. Shut Up & Play Yer Guitar (06:53)
3. Pink Napkins (04:35)
4. Beat It with Your Fist (01:58)
5. Return of the Son of Shut Up & Play Yer Guitar (08:31)
6. Pinocchio's Furniture (02:05)
7. Why Johnny Can't Read (04:34)
8. Stucco Homes (09:08)
9. Canard du Jour (09:57)

Yes, you read right - "Shut Up & Play Yer Guitar" and "Shut Up & Play Yer Guitar Some More" have switched places! From Richard Kolke:

I have the original Ryko 2-CD set. The track listed as "Shut Up & Play Yer Guitar Some More" on this set is the same as the track called "Shut Up 'n Play Yer Guitar" on the 1995 3-CD set, the UK CBS vinyl box set and the Japanese 3-LP set and vice versa. It would appear to be merely a typo; but wait, it gets better. The booklet in my 2-CD set lists the first four tracks of disc two on page one, followed by tracks 5-11 on pages 2-3, then tracks 1-4 of disc one on page 4, followed by tracks 5-9 of disc 2 on the inside back cover. I would guess that whoever typeset this book looked at the "Shut Up 'n Play Yer Guitar" track and assumed that it should be on page 1.

This confusion is also in the Frank Zappa Guitar Book: the transcription called "Shut Up & Play Yer Guitar" matches "Shut Up & Play Yer Guitar Some More" on the triple CD, and vice versa.

Pressings vs Pressings from Gary "Horowizard" Horowitz

Although the newer 3-disc set has restored the original "feel" of the triple-LP box, there is something nice about having the whole program condensed onto 2 discs. However if you are going to go hunting for the double set, the chances are you will find them used, so check the pressings.

Before Rykodisc had their own CD manufacturing facilities they used a company called PDO, which is owned by Polygram, to produce their earlier discs. (This information was provided by Rykodisc themselves.) 

Beware of the PDO pressings of this title because the opening note of "Five-Five-FIVE" is clipped. The attack of the very first cymbal crash simply is not there! This was a very big disappointment when compared to the newer remaster.

When I checked out a copy of an original 2-disc version that belonged to a friend of mine, I heard the cymbal was clear and definite. I took a closer look at his discs, and they were manufactured by Shape Optimedia. Obviously they corrected this error, or just did it the right way to begin with.

The PDO pressings have a grey label graphic on silver, like a normal early Rykodisc issue with track listings and all, but the silver goes all the way to the hole in the center.

The Shape Optimedia pressings also appear with the same label graphics, but have a clear ring around the center that displays the words "SHAPE OPTIMEDIA, INC" and "MADE IN USA" in raised letters. That is the one to look for when searching for copies of this disc.

Chris Warner elaborates

The double disc version of Shut Up 'N Play Yer Guitar that I own fits the above description IE: having the the silver go all the way to the hole in the center.  As for the beginning of "Five-Five-Five" being clipped; I can't really tell.  It seems like a pretty abrupt start on my vinyl box version as well. I can't tell a difference there.  

But I can definitely say there are some differences between this version to my friend's copy...His copy was bought around 1988.  On that version the track placements (in most cases) come BEFORE the between song grouts (Ed: "Grouts" refers to the 'link' segments Zappa was fond of using to connect tracks during this period)...My "PDO" version besides having the track placements AFTER the "grouts" also has the spaces between original individual album sides tightened up.  "While You Were Out" segues with "Treacherous Cretins" whose track mark starts with the "laughing grout" which was originally the end of side 1.  We are allowed some silence after "Soup 'N Old Clothes" probably due to it being the actual end of the original vinyl record #1.  My "PDO" version also tightens up the space between "Why Johnny Can't Read" and "Stucco Holmes" ever so slightly.  

My friend's "Optimedia" version begins Canard Du Jour right on the final piano chord of what we would think would still be "Stucco Holmes" where Bozio vocalizes the "once in a whiiile" line. The track times listed on my "PDO" match the "Optimedia" track times.  This fact doubled with the tightening of track segues would have me believe the "Optimedia" version predates the "PDO" version.  Of course that's assuming what I have is actually the "PDO" version.   I haven't heard the 3 CD do they compare to this???? (Ed: Anybody?)

A Very Important Note from Patrick Neve

OK, I've listened carefully to the differences between the double CD and triple LP of Shut Up & Play Yer Guitar, and here's what I came up with:

  • The LP is not only faster but higher in pitch, approximately 4/5 of a half step higher (not quite a half step).

My reference materials were:

  • the double CD version of Shut Up & Play Yer Guitar;
  • the LP box set;
  • a guitar;
  • a digital tuner;
  • a Dual brand turntable, brand new, professionally calibrated.

I tuned my guitar to A 440 Hz exactly, and in this tuning could play along in perfect pitch to "The Deathless Horsie", which was in the key of B. Playing along to the LP forced me to pull the whammy bar up "quite a bit" to stay in tune, or to move up to the C position and push it down "just a little bit", making me think it's much closer to C than B. The long ringing notes in "The Deathless Horsie" make it easy to tell if it's in tune or not.

girlwonder.gif (10473 bytes)The other thing I did which for me put a whole different spin on the tune was play them simultaneously. I ran the signals into a mixer, allowing me to play both sources at once. The chiming notes of the chords started out out-of-tune, but together, then slowly and maddeningly drift apart, only to synch up again when they're exactly one beat apart. I might make a tape of it in case I ever decide to drop acid again. Holy oscillation, Batman!

(I have not compared the three-CD version to either the LPs or the two-CD version.)

1995 3-CD Box

In 1995, a 3-CD box replaced the original double CD. This had the advantage of restoring the cover design, artwork and fine sequencing of the original three vinyl discs, but the disadvantage of being more expensive than a double CD. But it also had the advantage of sounding better. Official Ryko statement:

New master. (All original analog masters were re-transferred, with FZ approval, to create a new, better-sounding CD master). New timing sheet. Restored artwork - a 3-CD box set which reflects the original 3-LP box set. [full statement]

From Biffy the Elephant Shrew:

The sound quality is much better on the triple CD. Yes, it's actually worth it.

BMG Record-Club Version

From Dan Watkins:

I just got Shut Up & Play Yer Guitar in the mail from BMG (the CD club) today and was horrified to see that it wasn't in its box but in a jewel CD case! It's basically the same as the regular boxed '95 CD: the "FZ" logo, same booklet, same CDs, etc.; but the pics of Frank smoking aren't there. Have you heard anyone else talk about this? You might was to list it on the issues list, but I can't find a special number on the CD other than BMG's catalog number for it, which is D203404. The regular Ryko catalog number is on the discs though.

Japanese Paper-Sleeve Version (2001-2002)

Starting in 2001, Video Arts Music released a limited-edition series (2000 copies each) of Zappa CDs in paper sleeves - miniature LP sleeves. There was nothing special about this series other than the covers, which were very well done - inserts and "bonuses" were reproduced, the albums that originally had gatefold covers got little miniature gatefolds, and cover track lists were exactly as on the corresponding LPs, even in cases where the CD has bonus tracks or a different track order. Included in this series were some entries that never had "proper" LP issues, i.e. Läther. Additionally, some rarities--like the "green/gold" cover of Chunga's Revenge--were reproduced as special items in this run.

We need to stress that the sound quality of these discs matches the US Ryko issues, which they are clearly derived from. These are collectors items, not new remastered editions.

LATE-2005-UPDATE: Ryko USA has apparently been importing the overstock of these releases to sell as domestic "special editions," causing the speculators who paid top dollar for the entire collection to hari-kari themselves. This includes some of the discs that, as of August 2005, were pretty hard to find ("Money" and others).


  • Any details on cassette versions?
  • Any 8-track versions?
  • What about the Zappa Records CD?

Other Informants:

Marrot Thomas


home - vinyl vs CDs - weirdo discography - bootlegs - misc - hot lynx - e-mail us at zappa dot patio at gmail dot com 2006-04-22 20:02

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