Shut Up & Play Yer Guitar

What to Get: The 2012 CD.

Summary: The first five sides of the album run slightly fast on some (all?) copies of the LP; all CD versions run at the same, slightly slower speed. The original Ryko, EMI, and Zappa Records CDs were on two CDs, as is the current 2012 reissue. The 1995 Rykodisc reissue, meanwhile, mimicked the three-album presentation of the original set, but contained a segue between "Why Johnny Can't Read" and "Stucco Homes" that was not on the original LP. The 2012 CD is getting good reviews and, since it lacks the segue from the 1995 disc, is probably your best bet.

Avoid the 1990 Zappa Records CD (CDDZAP 19) like the plague; it's part of the infamous "bad batch."

ESSENTIAL VERSIONS FOR COMPLETISTS: The 2012 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)
  • US Barking Pumpkin Records Cassette (BPR C 1111/1112/1113)
  • 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)
  • 2012 UMe CD (Zappa Records ZR 3863 September 25, 2012)

Track Titles

On the original 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.

Speed Variations

According to some eagle-eared listeners, many copies of the record--but not the CDs--are off pitch by approximately 4/5 of a half step (not quite a half step). This does not affect the entire LP, and on at least some copies the first five sides, but not the Stucco Homes side, are sharp.

It bears repeating that all CDs run at the same (correct) pitch.

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 2012 re-release on UMe reverted to double-CD status.) 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 [rendered somewhat obselete by the 2012 cd, which is again a double]

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?)

Zappa Records double CD

Part of the "bad batch": contains volume swells, compression artifacts, and other problems. From informant Fredrik Runnström:

Listen to Why Johnny Can’t Read; the cymbal at the beginning pulsates in time with the guitar.

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.

Segue dissent:

The applause from the end of "Why Johnny Can't Read" runs right into "Stucco Homes." This isn't the case on any other edition.

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-2012-update: It appears as if the Japanese may be warming up the mini-LP ovens for a new batch based on the 2012 UMe remasters. We'll let you know if this happens.

2012 UMe CD

1981 Analog Master, remastered by Bob Ludwig from the original tapes. Reverts to two CDs (mimicking the approach taken on the pre-1995 CDs), and eliminates the 1995-era segue between "Why Johnny Can't Read" and "Stucco Homes." Reports on sound quality are very positive.


  • 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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