What to Get: The 1995 and 2012 CDs are exactly the same, but vinyl-version devotees will need the hard-to-find EMI CD.

Summary: There are two major versions of Thing-Fish: the original vinyl mix, and the current CD mix (which debuted in full on the Zappa Records CD in 1990). The old Ryko disc--of which there are apparently two editions--is something of a "halfway-point" between the two major versions. The 1995 Ryko shuffles "Massive Improvelence" and "Artifical Rhonda" onto the end of disc one, and also has a magical disappearing/reappearing booklet. The 2012 CD is like the 1995 Ryko; its booklet status is not currently known.

Zappa-Records Thing-Fish
The Zappa-Records CD of Thing-Fish in all its splendor.


  • LP mix/edit. Available on (shock!) the original 3-record set, corresponding cassettes, and the 1980s EMI CD.
  • "Complete" CD overhaul, best found on either the Zappa Records CD, or (slightly reshuffled) on the 1995 Ryko and current 2012 reissues, as well as corresponding cassettes (some versions of the old Ryko disc also have this version). Specific changes are noted below in the separate sections.

([completist's guide]


  • Original vinyl box (Barking Pumpkin SCKO 74201 in the US, December 21 1984; Capitol and/or EMI EX 24 0294 3 in the UK, late February 1985, and EMI 24 0294 3 in the Netherlands, also late February 1985 (does have the libretto, as was not previously reported))
  • Cassette (1A 498 24 0294 9 in the US, EMI EX 24 0294 9 in the UK)
  • Original CD (Ryko RCD 10020/21 in the US, September 1986 (two versions!) (imported into Australia by Festival Records and re-stickered Ryko D70273/4); EMI CDP 790081-2 in the UK, 1987; VACK 5047/8 in Japan)
  • Zappa Records CD (CDDZAP 21 in the UK, March 1990)
  • 1995 CD (Ryko RCD 10544/45, May 2 1995; VACK 5132/3 in Japan, renumbered 5267/8 in 1998)
  • Japanese paper-sleeve series box (Ryko/VACK 1256 1-2, October 23 2002 - two discs; black inner sleeves; libretto included)
  • 2012 UMe CD (Zappa Records ZR 3871 September 25, 2012)

Current Version Track-listing (links to Román's stupendous lyrics rundown)

Disc 1
  1. Prologue 2:56
  2. The Mammy Nuns 3:31
  3. Harry & Rhonda 3:36
  4. Galoot Up-Date 5:27
  5. The 'Torchum' Never Stops 10:33
  6. That Evil Prince 1:17
  7. You Are What You Is 4:31
  8. Mudd Club 3:17
  9. The Meek Shall Inherit Nothing 3:14
  10. Clowns On Velvet 1:51
  11. Harry-As-A-Boy 2:34
  12. He's So Gay 2:45
  13. The Massive Improve'lence 5:08
  14. Artificial Rhonda 3:29

Disc 2

  1. The Crab-Grass Baby 3:47
  2. The White Boy Troubles 3:34
  3. No Not Now 5:49
  4. Briefcase Boogie 4:10
  5. Brown Moses 3:00
  6. Wistful Wit A Fist-Full 4:00
  7. Drop Dead 7:56
  8. Won Ton On 4:18

Original Vinyl Box

The triple vinyl track list, courtesy of Patrick Neve:


This album contains material which a truly free society would neither fear nor suppress.

   In some socially retarded areas, religious fanatics and ultra-conservative political organizations violate your First Amendment Rights by attempting to censor rock & roll albums. We feel that this is un-Constitutional and un-American.

   As an alternative to these government-supported programs (designed to keep you docile and ignorant), Barking Pumpkin is pleased to provide stimulating digital audio entertainment for those of you who have outgrown the ordinary.


   This guarantee is as real as the threats of the video fundamentalists who use attacks on rock music in their attempt to transform America into a nation of check-mailing nincompoops (in the name of Jesus Christ).

   If there is a hell, its fires wait for them, not us.

(This "sticker" was also on Frank Zappa Meets the Mothers of Prevention.)

1. Prologue
2. The Mammy Nuns
3. Harry & Rhonda
4. Galoot Up Date

1. The "Torchum" Never Stops

2. That Evil Prince
3. You Are What You Is

1. Mudd Club
2. The Meek Shall Inherit Nothing
3. Clowns on Velvet
4. Harry-as-a-Boy
5. He's So Gay

1. The Massive Improv'lence
2. Artificial Rhonda
3. The Crab Grass Baby
4. The White Boy Troubles

1. No Not Now
2. Briefcase Boogie
3. Brown Moses

1. Wistful with a Fist-Full
2. Drop Dead
3. Won Ton On

(Sides 1 & 2, 3 & 4 and 5 & 6 are on discs 1, 2 and 3, respectively.) Each sleeve inside the box had Zappa's warning/guarantee "sticker" printed on it.

The original vinyl release had side-fades (for example, between "You Are What You Is" and "Mudd Club") that were fixed for all non-EMI CD issues.


Antal Adriaanse goes into some detail:

The whole thing came in an LP-sized box. It says "3 records on musicassette + libretto. Orig.cast recording" on the front. The cassette box is beige, the cassette itself is beige too. The insert is pink, with the cover photo on the outside and the "warning/guarantee" on the inside. And it has the full libretto. Also it had a leaflet for the Old Masters Box I inside. Released by EMI. Back in '86 I paid 10 guilders for it, about 5 US dollars. :)

Side one: "Prologue" - "He's So Gay" (43:19)
Side two: "The Massive Improv'lence" - "Won Ton On" (43:11)

From Biffy the Elephant Shrew:

In the US, the cassette was sold in ordinary packaging, but it included a coupon to send in for the libretto.

Original Ryko CDI don't think it looks very good,

do you?

Originally released in 1986, the Ryko CD of Thing-Fish varied from the vinyl in several ways; additionally, at some point Ryko substituted in the "Watson" version of "He's So Gay" for later production runs. There is only one way to tell the difference between the two 1986 Ryko versions - you look at the matrix number, around the hole in the disc:

1986 Ryko CD (RCD 10020/21) Disc One Matrix
 non-Watson mix RYKO-10020 LAZ 67
remix 818-PUMPKIN 05241<910>RCD10020


Read below for more detail on the specific variations.

From Patrick Neve:

It might be noted that the original Ryko version of the CD was packaged in two individual jewel cases, labeled "Part One" and "Part Two".  All subsequent CD versions were packaged in either a double-width jewel case or a slimline double case.


Released in the UK in 1987. The EMI CD comes in a large case, and has one black and white booklet featuring the libretto. The artwork is a bit washed-out.

The EMI CD is the only release of Thing-Fish to feature the unaltered vinyl mix, including the complete original take of "Wistful with a Fistful." It even sports the original "between sides" fades! See below for more information.

Zappa Records CD

Released in 1990 in the UK. Features a "UMRK Digital Remix" banner on the front cover. The Zappa Records CD seems to be identical to the 1995 release, both in versions used and in EQ. Mike Espinoza writes:

I haven't finished comparing the Zappa Records CD to the 1995 CD, but what I have compared has been the same, other than two tracks being on different discs.

1995 CD

Official Ryko statement:

New master. New timing sheet. FZ moved the first two tracks from Disc Two to the end of Disc One. Louder dBs than first Rykodisc CD. [full statement]

The 1995 CD has been described as resembling the re-eqed/re-edited master used for the 1990 Zappa Records CD, but shuffled around a bit.

In 1998, there was some confusion over the booklets in this CD - there are supposed to be two booklets (one 25-page "libretto" and one 2-page track-list and credits booklet), but some copies only had the first booklet and other copies only had the second one. Speculation was that Ryko had intentionally started leaving the second booklet out "to save money". :) In case the second booklet would disappear from the market for good, Sam Rouse describes it as

a single-fold insert with another picture of Thing-Fish on the front, credits on the inside left, track listing inside right, and more of that black & white burlap texture stuff pictured on the back

and Steve Lancour quotes the credits from it:

  • book & lyrics, music, arrangements, direction of characterizations and album production by Frank Zappa
  • recording engineers Mark Pinske & Bob Stone
  • "Thing-Fish" & "Sister Ob'Dewlla 'X'" prosthetics by Jene Omens
  • costumes by Robert Fletcher
  • cover photo by Ladi Von Jansky

the musicians

  • Frank Zappa - guitar, synclavier
  • Steve Vai - guitar
  • Ray White - guitar
  • Tommy Mars - keyboards
  • Chuck Wild - broadway piano
  • Arthur Barrow - bass
  • Scott Thunes - bass
  • Jay Anderson - string bass
  • Ed Mann - Percussion
  • Chad Wackerman - drums
  • Steve De Furia - synclavier programmer
  • David Ocker - synclavier programmer

1995 CD MisprintS

From Michael Chapman, February 15 2000:

I've been offline for several months so I don't know if this problem has surfaced. I bought Ryko's Thing-Fish last weekend and disc 2 was labeled as Thing-Fish but contained the music from a Guitar disc! What the?

From Michael Nickel:

The first run of the Thing-Fish 1995 Ryko CDs had a cover misprint. The "neck title" of the case was flipped on the front cover inlet, so it looked not very fine in a CD board or so. But it was soon be corrected for later runs.

Assorted Differences

(this section is still relevant, but has been somewhat superseded by Mike Espinoza's analysis below)

The first reported difference (reported by Jörg Holle) is that "He's So Gay" has been overdubbed with "comments about the situation" from Brown Moses, played by Johnny "Guitar" Watson. (Another remix of "He's So Gay" without Watson, almost identical to the original mix, was released on the compilation Have I Offended Someone?)

The second reported difference is "Wistful with a Fistful", reported by Phil Shirley:

On my 1995 CD of Thing-Fish, the song "Wistful with a Fistful" is different from some previous version of Thing-Fish (probably the LP but I'm not sure) It's just a completely different take [Only a part of it is a different take, actually-Ed], with subtle differences, for example:

  • The 1995 CD has more of a pause between "venetian blind" and "just like tuggin'"
  • "Now we got Broadway Zombie Mammies": On the 1995 CD "now we got" is sung to different pitches (a bit lower and all one pitch, not the ascending chromatic scale of the earlier recording)
  • The 1995 CD version is "I loves to see de zombie fly": earlier version is "I loves to see de, see de zombie fly, yes sir!"

A third difference, usthinks (see details below):

DAN WATKINS: I just got the Thing-Fish LP today. I noticed that the '95 CD chopped off the first few guitar strums of the "Prologue". Anyone else ever notice this?
PATRICK NEVE: On my '95 CD, there are 4 full bars of unaccompanied strumming before the bass and "Once Upon a Time" come in. How does that compare to the LP?
DAN WATKINS: I'm too lazy to go back and compare the two, but I believe that the LP has an extra beat at the beginning. [See above.] The CD release also seems to omit Chad's drum beats between "Harry-as-a-Boy" and "He's So Gay".

Also, the CDs are all two-disc sets, while the vinyl was a three-disc set, which of course constitutes a difference in itself.

Opening Riff - "Solved" :D

From Fredrik Runnström:

There seems to be some confusion about the opening riff of Thing-Fish. Here's the solution (I don't know how best to represent the rhythm, so I'll do it cell-phone style).

The Barking Pumpkin LP opens with 8. 8 16 16 8 16 16 16 (X4) - 3/4, four full bars. At the entry of the drums, the riff changes to 8 16 16 8 16 16 16 8. - the dotted 8th note is removed from the beginning and inserted at the end.

The Zappa Records CD opens with 8 16 16 8 16 16 16 8. (X4) - 3/4, four full bars. At the entry of the drums, the riff just keeps going.

From the entry of the drums, the CD and LP agree. Nothing has been cut on the CD, but the displacement of the riff that opens the LP has been changed - or the original riff removed, and only the displacement kept, depending on how you look at it. I hope I've been able to explain this in a comprehensible way. 

BOOKLET differences:

"notaspecka serial" writes:

a quick a/b on both my thing-fish booklets [emi cd vs vinyl]:

cd: no photo of frank & ike[unmasked, last page of vinyl booklet]
cd: front cover photo cut off at the bottom
cd: carlin music
lp:  munchkin music
cd: omits terry & dale bozzio appear courtesy of capitol records
lp:  one 18-page booklet
cd: one 44-page booklet

Mike Espinoza's Sermon on the Fish

Mike summarizes his findings:

There are at least three versions of Thing-Fish and that NONE of the Ryko versions have the vinyl mix.  Only the EMI version has the vinyl mix.

Consider this statement from Biffy in December of 2004, in answer to my question about the vinyl mix being on CD:

"My gray label Ryko copy, again purchased at time of initial issue, does have the extra chord in the opening vamp ["Prologue"], but does not have 'see de, see de zombie fly, yessir.'  ["Wistful Wit A Fist-full"]"

The opening vamp matches the vinyl, but the "Wistful Wit A Fist-full" vocal matches the 1995 CD, not the vinyl.  Here are the distinctions:

  • "Prologue" intro matches the vinyl
  • "Galoot Up-Date" segues into "The 'Torchum' Never Stops", matching the 1995 CD.
  • "You Are What You Is" does not fade out and segues into "Mudd Club", matching the 1995 CD.
  • "He's So Gay" is missing the Watson rap, matching the vinyl.
  • "The White Boy Troubles" segues into "No Not Now", matching the 1995 CD.
  • "Wistful Wit A Fist-full" vocal matches the 1995 CD.

What this seems to mean is that the original 1986 CD differs from the 1995 remaster only on "Prologue" and "He's So Gay" (and the EQ), BUT the "He's So Gay" switch was clearly made sometime between the original Ryko issue and the 1995 remaster, as JWB had a "purple face" version with the Watson rap.

The EMI CD has proper endings to "Galoot Up-Date", "You Are What You Is" (w/ fade out), and "The White Boy Troubles" because these were the ends to sides 1, 2, and 4 respectively. 

These findings, also, fit the modus operandi of both EMI and Zappa.  Referencing Sheik Yerbouti and You Are What You Is, EMI simply assembled the four sides onto one CD for each album while Zappa made a conscious effort to segue the sides together (butchering some songs in the process) for the Ryko releases.  Thing-Fish was no different.  The fact that the vocal for "Wistful Wit A Fist-Full" was changed is puzzling, but that should be no surprise.


Okay, I did a detailed comparison between the vinyl and the 1995 CD. I figured that the parts that were identical between these two versions would be identical on all of the versions.

I found seven differences between the two versions:

1. Prologue: The 7-second opening riff is different, as Fredrik Runnström detailed. A) being the vinyl version and B) being the 1995 CD version.

2. Galoot Up-date: A) The vinyl version ends properly with a two-second synth ring-out. B) The 1995 CD version segues into "The 'Torchum' Never Stops" with no synth ring-out.

3. You Are What You Is: A) The vinyl version fades out at the end. B) The 1995 CD version ends at full volume and segues into "Mudd Club".

4. Harry-As-A-Boy: A) There is a four-second drum riff at the end as it segues into "He's So Gay" on the vinyl version. B) The drum riff is missing on the 1995 CD.

5. He's So Gay: A) The vinyl version does not have the Johnny Guitar Watson rap. B) The rap is present on the 1995 CD. (Note: Other than the Watson rap, the two mixes are EXACTLY the same. The version on Have I Offended Someone is an entirely new mix. It is not the same as the vinyl.)

6. The White Boy Troubles: A) The vinyl version ends properly with a final drum hit. B) On the 1995 CD, it segues into "No Not Now" and the final drum hit is missing.

7. Wistful Wit A Fist-Full: The first half of the track is identical between the two versions. Starting at 2:02 or 2:03, the A) vinyl version and the B) 1995 version are taken from entirely different takes. Both the vocals and piano are different. They have different tempos and no amount of speed correction can make them sync.

All other tracks are identical, with the exception of some EQ tweaks.

My current thought is that there are three versions of Thing-Fish. They would be as follows:

Thing-Fish CD Overview (reference versions above)
Song Version 1 (Vinyl/EMI CD) Version 2 (Early versions of Ryko RCD 10020/21) Version 3 (Zappa Records CD, later versions of Ryko RCD 10020/21, and Ryko '95)
Prologue A A B
Galoot Up-date


You Are What You Is A B B
Harry-As-A-Boy A A B
He's So Gay A A B
The White Boy Troubles A B B
Wistful Wit A Fist-Full A B B

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.

Zappa confluentus - a thin fish

2012 UMe CD

Taken from the 1993 Digital Master. Reported to match the 1995 Rykodisc; in other words, it uses the overdubbed "He's So Gay" and revised "Wistful," among other changes detailed at length above.

From Jaypfunk:

The packaging for Thing Fish is really cool. It comes with a one sheet with the cover on it that is textured just like the LP booklet. It also has the full booklet that came with the LPs and CDs are textured as well.


  • !?

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