Funky Nothingness

While the first incarnation of the Mothers of Invention was in the process of disbanding, Frank Zappa embarked on a solo career and created the predominantly instrumental and jazz oriented Hot Rats, which would become one of his most acclaimed works. The album, rather than having a core group of musicians, utilized various session players from track to track. In February and March of 1970, Zappa re-assembled a core group from these sessions to record new material. The group consisted of Ian Underwood, Max Bennett and Don "Sugarcane" Harris, as well as newcomer Aynsley Dunbar, who had recently relocated to Los Angeles and moved in with Zappa.^[1]

Many of the tracks on Funky Nothingness were recorded by the five-piece group at the newly opened Record Plant studio, some of which initially appeared in edited form on other Zappa albums. A hybrid edit of "Chunga's Revenge" and much shorter edits of "Transylvania Boogie" and "The Clap" would appear on Chunga's Revenge (1970). A longer version of "Chunga's Revenge (Basement Version)" was released on the DVD-Audio album Quaudiophiliac (2004), under the title "Chunga's Basement". "Sharleena (1970 Record Plant Mix)" appeared on the posthumous compilation The Lost Episodes (1996) in newly remixed form. The title track originates from 1967, at the end of a recording session for Uncle Meat. It features the original Mothers' bassist, and James "Motorhead" Sherwood on rhythm guitar.^[3]

All songs written by Frank Zappa except where noted.

• Frank Zappa – guitar, vocals, percussion
• Aynley Dunbar – drums (1–2 to 2–7, 3–3, 3–4)
• Max Bennett – electric bass, acoustic bass (1–3 to 1–7, 1–9 to 2–7, 3–4)
• Ian Underwood – keyboards, saxophone, rhythm guitar (1–3 to 1–7, 1–9 to 2–7, 3–4)
• Don "Sugarcane" Harris – violin, organ, vocals (1–3 to 1–7, 1–9 to 2–7, 3–4)
• James "Motorhead" Sherwood – rhythm guitar (1–1)
• Roy Estrada – bass (1–1)