Shut Up 'n Play Yer Guitar

After the release of Joe's Garage, Frank Zappa set up his home studio, the Utility Muffin Research Kitchen, and planned to release a triple LP live album called Warts and All. As this project neared completion, Zappa found it to be "unwieldy" due to its length.[1][2] Zappa later conceived the Shut Up 'N Play Yer Guitar series, which contained two tracks originally prepared for Warts and All.[2]

The music is entirely instrumental but interspersed with brief bits of comic dialogue from Zappa band members. More of these bits appear on other Zappa albums such as Läther.

Most solos come from live performances. The three title tracks are all derived from the song "Inca Roads"; various other solos were taken from "Conehead", "Easy Meat", "The Illinois Enema Bandit", "City of Tiny Lites", "Black Napkins", "The Torture Never Stops", "Chunga's Revenge", and "A Pound for a Brown on the Bus". "Ship Ahoy" was the coda from a performance of "Zoot Allures" the first part of which appears on You Can't Do That on Stage Anymore, Vol. 3.

The final track, "Canard du Jour", is a duet with Frank Zappa on electric bouzouki and Jean-Luc Ponty on baritone violin dating from a 1972 studio session.

Some of the solos from these albums are featured in written form in The Frank Zappa Guitar Book.

Professional ratings

Review scores
Source	Rating
AllMusic (2 CD)	[3]
AllMusic (Shut Up 'n Play Yer Guitar Some More)	[4]
AllMusic (Return of the Son of Shut Up 'n Play Yer Guitar)	[5]

Reviewing the album's double CD incarnation in a retrospective assessment for AllMusic, Sean Westergaard wrote, "Frank Zappa [...] was one of the finest and most under appreciated guitarists around. [...] This is an album that should be heard by anyone who's into guitar playing."[3] Another writer for the website, Lindsay Planer, similarly appraised the individual releases Shut Up 'n Play Yer Guitar Some More and Return of the Son of Shut Up 'n Play Yer Guitar, writing of Some More, "it is certainly a wonderful place for interested parties to commence their discovery of the (dare say) many moods Zappa imbued in carefully constructed yet thoroughly improvised compositions such as the seven found here."[4] In regard to Return of the Son, Planer wrote that Zappa "saved some of his best offerings [...] Zappa pours his expansive ideas onto the soundscape with a certainty and purpose that is simply unmatched in terms of passion and inspiration."[5]

Zappa later released similar recordings including Guitar (1988) and Trance-Fusion, released posthumously (2006). Additionally, Zappa assembled the compilation The Guitar World According to Frank Zappa for Guitar World magazine. In 1997, Dweezil Zappa assembled another compilation of Zappa's guitar-based songs and solos, Frank Zappa Plays the Music of Frank Zappa: A Memorial Tribute.

All tracks written by Frank Zappa except "Canard du Jour" which was improvised by Zappa and Jean-Luc Ponty

The original US LP cover

Shut Up 'n Play Yer Guitar

Side one

No.	Title	Track source	Length
1.	"five-five-FIVE"	"Conehead" – Hammersmith Odeon, February 19, 1979	2:35
2.	"Hog Heaven"	"Easy Meat" – Brady Theater, October 18, 1980	2:46
3.	"Shut Up 'n Play Yer Guitar"	"Inca Roads" – Hammersmith Odeon, February 17, 1979	5:35
4.	"While You Were Out"	UMRK, Autumn 1979	6:09

Side two

No.	Title	Track source	Length
5.	"Treacherous Cretins"	Hammersmith Odeon, February 17, 1979	5:29
6.	"Heavy Duty Judy"	Berkeley Community Theatre, December 5, 1980	4:39
7.	"Soup 'n Old Clothes"	"The Legend Of The Illinois Enema Bandit" – Santa Monica Civic Auditorium, December 11, 1980	7:53

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The original US LP cover

Shut Up 'n Play Yer Guitar Some More

Side one

No.	Title	Track source	Length
1.	"Variations on the Carlos Santana Secret Chord Progression"	"City of Tiny Lites" – Santa Monica Civic Auditorium, December 11, 1980	3:56
2.	"Gee, I Like Your Pants"	"Inca Roads" – Hammersmith Odeon, February 18, 1979	2:32
3.	"Canarsie"	Hammersmith Odeon, February 19, 1979	6:06
4.	"Ship Ahoy"	"Zoot Allures" – Kosei Nenkin Kaikan, February 3, 1976	5:26

Side two

No.	Title	Track source	Length
5.	"The Deathless Horsie"	Hammersmith Odeon, February 19, 1979	6:18
6.	"Shut Up 'n Play Yer Guitar Some More"	"Inca Roads" – Hammersmith Odeon, February 18, 1979	6:52
7.	"Pink Napkins"	"Black Napkins" – Hammersmith Odeon, February 17, 1977	4:41

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The original US LP cover

• Frank Zappa – Lead Guitar (all tracks except 20), Bouzouki (track 20)
• Denny Walley – Rhythm Guitar (tracks 1, 3, 5, 9, 12, 13, 16, 18)
• Ray White – Rhythm Guitar (tracks 2, 6–8, 14, 15, 17)
• Ike Willis – Rhythm Guitar (tracks 1–3, 5–9, 12, 13, 15–19)
• Steve Vai – Rhythm Guitar (tracks 2, 6–8, 15, 17)
• Warren Cuccurullo – Rhythm Guitar (tracks 1, 3, 4, 9, 12, 13, 16, 18, 19), Electric Sitar (tracks 5, 10)
• Jean-Luc Ponty – Baritone Violin (track 20)
• Tommy Mars – keyboards (tracks 1–3, 5–9, 12, 13, 15–18)
• Bob Harris – keyboards (tracks 2, 6–8, 15, 16)
• Peter Wolf – keyboards (tracks 1, 3, 5, 9, 12, 13, 16, 18)
• Andre Lewis – keyboards (track 11)
• Eddie Jobson – keyboards (track 14)
• Patrick O'Hearn – bass (tracks 10, 14,), Dialogue
• Arthur Barrow – bass (tracks 1–3, 5–9, 12, 13, 15–18)
• Roy Estrada – bass (track 11)
• Vinnie Colaiuta – drums (all tracks except 11, 14, 20)
• Terry Bozzio – drums, (tracks 11, 14), dialogue
• Ed Mann – percussion (tracks 1, 3, 5, 9, 12, 13, 16, 18)

• Frank Zappa – arranger, composer, Conductor, Producer
• Kerry McNabb – engineer
• Steve Nye – engineer
• Jo Hansch – Mastering
• John Swenson – Liner Notes
• John Livzey – Photography
• John Vince – Graphic Design
• Bob Stone – remixing
• Joe Chiccarelli – engineer, mixing (Berkley Theatre)
• George Douglas – Live Recording Engineer, UMRK Mobile
• Tom Flye – engineer
• Mick Glossop – engineer