Frank Zappa's 1969 LP Hot Rats remains among the late composer-bandleader's most accessible albums.  Blending bluesy electric rock with jazz, it makes a fine introduction to his sometimes-daunting discography.  But those looking for more might not have known exactly where to start.  Certain elements of the Hot Rats sound would crop up in the maestro's future discography, but a proper sequel was never released.  It's only been recently revealed, however, that one was recorded...more or less.  Funky Nothingness, new on 3 CDs or 2 LPs from Zappa Records and UMe (and No. 124 in the Zappa Official Release Series, for those keeping count), draws on (mostly) previously unreleased sessions captured at Los Angeles' Record Plant in March 1970 with multi-instrumentalist Ian Underwood, violinist Don "Sugarcane" Harris, Wrecking Crew/L.A. Express bassist Max Bennett, and in his first sessions with Zappa, drummer Aynsley Dunbar.  The result is a compelling listen from start to finish, continuing in the vein of Hot Rats while anticipating - and providing material for -Chunga's Revenge and, to a lesser extent, Apostrophe (').

The first disc of the 3CD set constructs the double album that never was, and finds FZ emphasizing rhythm and blues as filtered through the earlier album's improvisatory jazz sensibility.  All of the musicians other than Dunbar had contributed to Hot Rats, and it's clear that the British drummer brought a new energy and hard-driving feel to the band.  The lion's share of Funky Nothingness is composed of lengthy instrumentals, both composed and jam-based, with some fun covers peppered throughout.  It's nowhere near as tight or cohesive as Hot Rats, instead playing like a collection of fascinating bonus material.  Chockablock with extended versions and work-in-progress exploratory jams, it's a fly-on-the-wall visit to a time of immense creativity and "anything goes" spirit in the studio.

Funky Nothingness preserves a number of "Tommy and Vincent" jams between Zappa and Dunbar, skillfully playing off one another with an intuitive connection and matching high energy.  The first two jams were mixed by FZ in 1970; the third, newly-mixed one is the full, unedited, 22-minute master on which Zappa starts off on bass and moves to guitar.  Naturally, some moments feel meandering while other improvised themes beg to be expanded upon, a testament to both players' virtuosity.

The most "straightforward" tracks on the album are the covers, which reveal Zappa's influences.  He gives a funky soul makeover to The Penguins' 1954 doo-wop single "Love Will Make Your Mind Go Wild," with Don "Sugarcane" Harris cutting loose at the song's end.  Zappa went way back with The Penguins; they recorded his "Memories of El Monte" in 1963.

Zappa's desire to push the lyrical envelope and his passionate opposition to anything that remotely smelled of censorship would explain his affinity for "The Twist" songwriter Hank Ballard's 1954 blues "Work with Me, Annie."  The FCC attempted to ban Ballard's original recording for its suggestive lyrics.  Attempts to halt the song's success and exposure naturally failed, and the song sat for seven weeks atop the R&B chart.  Ballard followed it up with a pair of answer songs, "Annie Had a Baby" and "Annie's Aunt Fannie," both of which repeated the million-selling status of "Work with Me" and attracted the same threat of bans.  (Numerous answer records followed from other artists, too.)  Zappa and the band's "Work with Me, Annie / Annie Had a Baby" is a loose, rip-roaring take on the tunes again highlighted by Harris' violin.  Longtime Zappa fans will notice something familiar about the cover of Lightnin' Slim's "I'm a Rollin' Stone."  It would form the basis of the rhythm track for "Stink-Foot" on 1974's Apostrophe (').  Twelve-plus minutes survives of the original "Rollin' Stone" jam, featuring expectedly tasty licks from FZ's guitar.

The original material is similarly arresting.  A hypnotic "Chunga's Revenge" recorded in the basement of Zappa's Laurel Canyon home and subsequent "Basement Jam" debut here; an edit of the recording was released in surround sound on the 2004 DVD-A release QuAUDIOPHILIAc.  Indeed, much of the material here would make sense on an expanded edition of 1970's Chunga's Revenge.  "Sharleena" closed that album.  Former Turtles Flo and Eddie took the lead vocals, lending it their trademark pop sound.  (That rendition was intended to be released on 45 RPM but the single never materialized.)  The liner notes here reveal that Zappa described this Record Plant take as "the funky version."  It's an apt tag as it leans more heavily into the blues than the released recording and features Sugarcane Harris' bluesy vocals.  It's also nearly three times as long, featuring an extended improvisation with incendiary solos from Harris and Zappa before the proper song is restated.  (This "Sharleena" was issued on 1996's The Lost Episodes in a remix; Funky Nothingness presents Zappa's original 1970 mix.)

The percolating, jazz-flavored instrumental "Khaki Sack" has a sure sense of swing, anchored by Underwood's organ and Dunbar's drums.  Craig Parker Adams' remix here preserves the longest and final take (Take 6) despite it falling apart at the conclusion; a proper ending was never recorded.  The track is simply faded here.  Though Zappa performed the tune live (and live versions have been released), this is the only studio take.  It's one of the undisputed highlights of the entire set, and certainly the grooviest track on Funky Nothingness.

Another epic instrumental, the more overtly rocking "Twinkle Tits," features an introduction showcasing Max Bennett on bass and Ian Underwood on tack piano; the main portion of the song as played by the full band is quintessential, time signature-shifting Zappa, with plenty of melodic bits and pieces that linger in the memory long after the song is over.

The second and third CDs dig further into the 1970 sessions and Zappa's creative process with a plethora of takes newly mixed by Craig Parker Adams.  It was common practice for FZ to slice and dice various recordings; Take Five of the Record Plant version of "Chunga's Revenge" (with Harris trading his violin for an organ, and Underwood wailing on his horn) would be raided for sections of Zappa's guitar solo when a much-shortened edit of the song premiered on the album of the same name later in the year.  The basis of the album version was, in large part, Take 8.  That can be heard in full, too, on this collection.  Both takes reflect how well Zappa bridged the gap between rock and jazz with seeming effortlessness.  Another greatly extended song is "Sharleena."  This new mix of Take 3 is around three minutes longer than the version on The Lost Episodes, with an extended guitar solo plus a unique introduction and double-tracking on the verses.

The jam session known as "Transylvania Boogie" was originally titled "Chunga's Revenge" before Zappa plucked that title for the now-familiar work of that name.  Five minutes were excerpted for the Chunga's album; all eighteen-plus premiere here.  From its opening moments, it's recognizable as Zappa's work with devilish musical shifts from rock to blues and back again, and a slightly sinister undercurrent (hence the title).  "Twinkle Tits" went through nine takes in the studio; Disc 2 of Funky Nothingness has the false start Take 1 and the complete Take 2 with the band playing fearlessly on all cylinders.  Zappa, of course, held them up to an exacting standard on every take, but this first stab at the track is crackling.

The most experimental recording is "The Clap."  About a minute and a half appeared on Chunga's Revenge, but here is the unedited master, which runs over sixteen minutes in two parts.  This is an all-percussion, one-man jam.  Zappa recorded himself on a drum kit (per the liner notes, a double bass drum setup with one mounted tom and one floor tom) on one stereo track.  He then overdubbed himself on two more tracks playing timbales, wood blocks, temple blocks, snare, gong, and more.  One's mileage will vary, but it's hard to disagree with Vaultmeister Joe Travers' assessment: "Imagine this in surround sound!"

In the same vein as "The Clap" are a trio of brief pieces that close out the bonus discs. "Halos and Arrows" is a segment of a freeform, surprisingly relaxed, and gentle piece played by Zappa which was otherwise erased.  "Moldred" was assembled by Zappa from the jams with Dunbar; he overdubbed himself on bass.  The closing, under-a-minute-long "Fast Funky Nothingness" is just that - another blues-based piece at a faster tempo than the one which opened the first disc of the set.

In addition to the 3CD set, Funky Nothingness is available as a 2LP package with just the album, or CD 1.  The vinyl presentation has been pressed on quiet, black 180-gram vinyl as mastered by John Polito, with lacquers cut by Chris Bellman at Bernie Grundman Mastering.  A clear violet version is also available as a Zappa webstore exclusive.  John Polito has also mastered the CD release.  Joe Travers provides the liner notes.

The title of Funky Nothingness is more than a bit misleading.  While the music may be funky, it's certainly not nothing!  In fact, it's quite something, but most especially for those familiar with this period of Zappa's music who will savor hearing the alternate and extended versions of "Chunga's Revenge," "Sharleena," "Transylvania Boogie," and "The Clap."  One recommends a listen to both Hot Rats and Chunga's Revenge before digging into the gems here.  Then...bring on the Funk with this latest vault expedition.

Funky Nothingness is available now:

3CD: Amazon U.S. / Amazon U.K. / Amazon Canada / Zappa.com / uDiscoverMusic.com
2LP Standard Vinyl: Amazon U.S. / Amazon U.K. / Amazon Canada / Zappa.com / uDiscoverMusic.com
2LP Colored Vinyl with exclusive guitar pick: Zappa.com / uDiscoverMusic.com / SoundofVinyl.com