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Filmed in Hollywood, California
1970 and 1982

Phyllis Smith (a. k. a. Phyllis Altenhaus)
Don Preston
Frank Zappa

cast (in order of appearance):
Carl Zappa
Aynsley Dunbar
Ray Collins
Meredith Monk
Massimo Bassoli
Francesca Fisher

playing themselves:
Haskell Wexler
The guy from Alabama
Motorhead Sherwood
Miss Lucy
Janet Neville-Ferguson
Linda Ronstadt
Rodney Bingenheimer

[20: 47]

Phyllis: Say he devised this plan, this is how this clothes and the shower thing all came by, because I was too embarrassed to stand in the shower. First roll, you know, I'm not gonna be standing naked but, the whole thing's taking out, so I figured, "Okay, I'll wear dungarees and a shirt. " And, and anyway to tell you the truth I think it's sexier because, you see like just a little outline... tiny little bit, you know, like, poinnnng!

Phyllis: I don't understand it, but it's like...
Don: I mean...
Phyllis: It's your trip, man! You know? Like, it's alright with me, you know? I don't care.
Don: And this children's belt with the little holes in it. Look at those pants!
Phyllis: Ooh, but what has this... do with the holes! I mean, you know, like I hope they fit up.
Don: It'll be good...
Phyllis: You know, like, okay, I'll try, I don't care, I'll try anything!

[21: 26]

FZ: Hi, Phyllis, why don't you want to take your clothes off with the monster?
Phyllis: Because I'm embarrassed to.
FZ: What's there to be embarrassed about?
Phyllis: Well, I've never done that before, and I don't wanna do it now!
FZ: But why don't you wanna do it?
Phyllis: I'd rather not. There's no reason, I'd just rather not.
FZ: But what's the matter? You got an ugly body?
Phyllis: No, I have a great body. I just don't wanna do it.
FZ: But why don't you wanna do it if you've got a great body? Don't you wanna share it with the world?
Phyllis: No, I don't wanna share it with the world.

Phyllis: So I did it, and it was, I tell you, I was getting hot, see my shirt?

Phyllis: I'm ready! I got the shirt, I got the pants, and I got the belt with that little yellow holes, you know? And I'm hot!
Don: And I got the bun and the hamburger and the relish and the orange and I've got my clothes off and I'm hot!
Phyllis: Oh, come on!
Don: You know how many times we... ? I go down to Mr. Pocket three times a week, trying to find somebody that'll wear these clothes in the shower.
Phyllis: How do they look on me?
Don: Oh...
Phyllis: You like it?
Don: They're great, you know. I had those clothes in the refrigerator for about two months now.
Phyllis: Where is the hamburger? Just give me a bite, mmh... it's so great, you don't meet guys...
Don: Oh, it's disgusting...
Phyllis: You don't meet guys who get you off with hamburgers, I'm saying I'm really happy that mmmm...
Don: Oh, the two of us really make a great couple!
Phyllis: I know, me with my clean clothes and the hamburger and everything like that, well, you know, we can go places.
Don: Yeah.
Phyllis: You want me to wash your hair? While you, just hold the hamburger first, you know, while I wash your hair...
Don: Do you want me to wash it to you?
Phyllis: Well, I don't know, I wasn't planning on it, it's alright, you can wash my back... mm, so nice the shower...
Don: I can't bear it.
Phyllis: Especially, especially, especially if you...
Don: Some people are really weird.
Phyllis: Pull it on my back, just a little bit, it won't, it won't hurt, just a little bit over there, this side, it's terrific, with the hamburger.

[23: 21]

Phyllis: Hamburger meat... Hhhh... Oh...
FZ: Wouldn't that be better if you had your clothes off then you can uh, enforce him on your arms?
Phyllis: No, I... don't need my clothes off, I can get the gratification that I want just like this.

Phyllis: Oh, doesn't that feel good, oh, it's so great. I'm so glad that I met you today...
Don: Mmmm...
Phyllis: And this hamburger...
Don: Do you mind if I rub some of this in your hair?
Phyllis: Oh I don't mind, let me just take out that little thing here, mmm...
Don: Oh, boy...
Phyllis: A little bit, wait, it's, but I don't know, do you have cream rinse here?... this strip I won't be able to...
Don: Cream rinse?
Phyllis: Yeah... 'cause I...
Don: Eugh!
Phyllis: I won't be, let me see how it feels with the soap.
FZ: Whi-whi-which parts get you the hottest that can be rushed with the hamburger?
Phyllis: Well I think uh... what part!
Don: Oh, I love this with hamburgers under the clothes.

[24: 12]

Don: You're getting hot, come on.
Phyllis: Oh, am I hot, over this hamburger! Oh, I think of my uh...
Don: For a hundred dollars you're getting hot.
Phyllis: Oh, am I hot! I'm so hot! Hhh... I'm so hot from this hamburger, oh...
FZ: Get hot!
Phyllis: I'm so hot!
FZ: Under, under... Ha ha ha ha!
Don: Undulate.
FZ: Look!
Don: You... it's getting better.
Phyllis: Where's the hamburger? Just... those...
FZ: Hamburgers with soap are good.
Phyllis: Ha-a... let me take a little bite, mmm... delicious! Let me put it in here so I don't loose it. I don't wanna in case I wanna little piece after, could you do my back?
Don: Oh yeah...
Phyllis: Underneath the shirt, don't be bashful, I, oh, I know it makes you hot, like if you keep...
Don: Yeah, I like the shirt better. I'll wash the shirt.
Phyllis: Oh, let me take a little bit of the hamburger
FZ: Ha ha!
Phyllis: You know, the last guy that I was with he just had Ground Choc, you know what Ground Choc tastes like in the shower, man...
FZ: Ha ha ha ha!
Don: Oh...
Phyllis: This is odd meat, where did you get this?
FZ: Ha ha ha!
Phyllis: Just like the health food stuff, are you a health food person? You know, like...
Don: No, I am Uncle Meat!
Phyllis: You are Uncle Meat?

[25: 24]

Phyllis: And because you're the main man with the burgers...
FZ: "And the burger's my trip. "
Phyllis: And the burger's my trip and is such a groove, I wanna show my appreciation and I wanna clean your bathroom... the cleanser...
FZ: "I am going to the Hollywood Ranch... "
Phyllis: I'm going to the Hollywood Ranch Market and I'm gonna buy the cleanser.
Don: And because you have worn the clothes...
Phyllis: Cleanser...
Don: That got me hot, the shirt...
Phyllis: Cleanser...
Don: The pants and the little brown belt, children's belt with the holes in it...
Phyllis: Cleanser...
Don: I will...
Phyllis: Cleanser...
Don: Accept your offer to go to the Hollywood Ranch Market...
Phyllis: Cleanser...
Don: And get the cleanser and clean my bathroom.

[26: 06]

Janet: He's from that group Cleanser. He looks pretty kinky. Too bad we didn't have our garters on.
Janet & Lucy: EEEEEEEUH!
Janet: Oh, what do you expect from work in this joint.
Lucy: Ooh Janet, he has a vibrator! Now, ooh... Eeeuhh! Ha ha ha! Ah... ah... aaaaaaAAAAH! Ooh wha... ooh! Hhh... aaahhh...

[26: 44]

Don: We're coming to the beginning of a new era at the motel, where we have been working secretly on a new composition in the back room, in our secret chambers. 'Cause everything is secret. We're trying to get the secret karma change for the whole world, you see, like this whole karma thing, it's really what's causing all the problems, so we have to get a composition and, I'm sure that it's going to be a hit single, because everyone is going out and buying our new hit single, for this group that uh...
FZ: "You remember our other single 'The Bun'?"
Don: Yeah, you remember our other single, "The Bun"? See, this, this was our last composition...
Aynsley: Plugging it in...
Don: And uh, it was pretty hard to play because uh, some of the members of the group couldn't read music, you see? But we got it all straightened out and, some of them quit and everything but...
Aynsley?: A few holes in the Brothers...
Don: Uh, with our new arrangement we really hope to do big things, you know? Like we hope to change every single person's karma and that in turn will change and upgrade all the ecology problems, all the polution and all the air and everything, you know? And this right here is the composition I was speaking of and uh, this is the guitar part, this is the vocal, this is the bass part, and this little section over here could be for the dancer, but she keeps quitting all the time so we don't really know uh, if she's gonna be in it which she is now or just take it out like that. Now, it's very difficult to compose this type of thing, because like, the slightest movement that you can make of one single article could define whether it's underground or real commercial, see? If we put the sock over here it's more commercial than if it were over here, then it's real underground, you understand? So we take you now to the motel, where the group is deep in... just deep.

[28: 56]

Motorhead:... straightest member is the writer, you know what I...
Don: Hey, listen you guys, I would like just...
Meredith: These guys can work together.
Don: Talk about the arrangement here
Aynsley: How about that new drum solo you just worked out?
Don: I've got a new composition.
Meredith: It's rhythmic, huh?
Motorhead: Now that's beautiful.
Don: Listen... Silence, fools!... SILENCE, FOOLS! Don't you believe in progress?
Carl: I'm using the chicken to measure it.
FZ?: Take that progress and stick it under a rock!
Carl: I'm using the chicken to measure it... I'm using the chicken to measure it... I'm using the chicken to measure it... I'm using the chicken to measure it... I'm using the chicken to measure it... I'm using the chicken to measure it... I'm using the chicken to measure it.
FZ: What are you doing with the chicken?
Carl: I'm using the chicken to measure it.
FZ: What are you doing with the chicken?
Carl: I'm using the chicken to measure it.
Motorhead: Outta site! That's outta site!
Meredith: That's beautiful!
FZ: What are you doing with the chicken?
Carl: I'm using...
Don: That's what we need for our new song.
Meredith: That was a good composition!
Motorhead: We got it!
Aynsley: Can you write one like that then?
Don: I did! Well...
Ray?: You would? I mean...
Don: At last night, that's...
Ray: That's when he starts in with the guitar... ?
Don: Now look...
Ray: Then he comes in with his guitar solo?
Don: You guys, do you see this over here?
Ray: Why does he have this?
Don: Can you see this over here? This is the new composition that we're going to make a hit single with.
Aynsley: What's it called, "Junk Shuffle"?
Don: No...
Ray: "Junkyard. "
Aynsley: What's it called?
Carl: I'm using the chicken to measure it.
FZ: It's called "We're using the chicken to measure it. "
Carl: I'm using the chicken to measure it.
Don: Right, "We're using the chicken to measure it. " Well, I couldn't get a chicken, I, all I got was...
Motorhead: That would be the title. Ray's got a chicken.
Aynsley: Yeah!
Motorhead: You can use Ray's chicken to measure it.
Don: But uh...
FZ: No, no, that's part of the concept, you're using the chicken to measure the pitch in?
Aynsley: It's what I choose.
Don: Oh, I see, yeah, are we using the chicken to measure it?
Motorhead: Or drumming?
Don: I'll show you, this is...
Ray: How about a sock?
Motorhead: I thought it was cooler.
Don: This is the guitar part, right here.
Motorhead: Then let me see...
Aynsley: Pull her.
Motorhead: It's that what I play? That's my part.
Don: That's your part.
Motorhead: Oh, that A...
Don: And this is a new concept.
Motorhead: I can't learn that by tomorrow, man, there's no way.
Don: Tonight.
Motorhead: I can't learn it tonight!
Don: Listen, I got the time booked.
Motorhead: I can't even...
Aynsley: Tonight? OW!
Don: At the Hollywodd Ranch Market tonight, man!
Meredith: That's pretty heavy, man.
Aynsley: But tonight?!
Meredith: That's pretty heavy...
Motorhead: My strings are flat, my pickups are shot, do Herbie wouldn't give us an advance so I can buy some new strings and an amp?
Don: Listen, I'll take care of everything.

[30: 52]

Don: You see, Countess, the problem is uh, it's very hard to talk about but, the guys need equipment, you know like he needs batteries and uh, and, and uh, needs strings for his guitar, you know? And, and some of the electronic equipment needs boosting and uh, we have a good prog and everything, you know? I just wanted to find out if we could get any awr... nng... gnn... Do you have a pencil and a paper? Uh huh... thanks...
Francesca: Royalties?
Don: GNG! MMnnnngrgGGL! Sorry, would you mind not using that word? It's a...
Francesca: Who cares about royalties?
Don: Grrah!
Francesca: Look, I've seen everybody around, The Beatles, The Rolling Stones, Arthur Brown, and his fire and his head... Oh, man, I've never got so hot as long, I've ever got so hot until I started to, to use the chicken head to measure it with it.

[32: 25]

Guy From Alabama: We must say it in Alabama language, man, I can't understand.
Another "Guy From Alabama": Playing that kind of music and eating meat, you'll never...
Aynsley: I say... I say...
Guy From Alabama: (unintelligible shouting)
Aynsley: I say, old boy, you speak english?
Guy From Alabama: Hey man, you got any peas or beans or anything like that?

[32: 38]

Don: You have to admit this is different.
Motorhead: Oh I hate... that's a drum, that's gotta be a drum.
Don: I mean... I know what it's like, to me the idea of being commercial is doing something different.
Meredith: Bet that one's a heavy one...
Carl: The way they feed...
Don: You know? Something people can... can...
Carl: WAH!
Don: It's not the same old thing.
Aynsley: Hey, but that, that isn't a...
Meredith: Have to practise...
Aynsley: No!
Carl: WAH!
Don: NO!
Motorhead: Look out!
Ray: Oh...
Don: That's it, Ray...
Motorhead: Chicken's in the...
Don: Now, use the chicken to measure it.
Motorhead: Chicken's in the...
Aynsley: Biff, man, how does that fit into the part, though... heavy like that...
Meredith: And what is after into that my part there?
Don: This is the music.
Meredith: Where? where?
Don: This, the whole thing is the music.
Meredith: Ah, but how does that one fit into all...
Aynsley: But there's no head, man.
Meredith: But how does that fit into all that?
Aynsley: Oh yeah, there's...
Ray: Are you using a chicken to measure it?
Meredith: What's the concept of this?
Motorhead: There's no way we can play it.
Meredith: What's the concept of this number?
Don: Look, look...
Motorhead: Not by tonight, man! It can't be done.
Aynsley: Let me... anyway, man, I'm going out tonight, you know, I've got a few chicks to meet.
Motorhead: I'm going to hear the Fudge.
Don: You guys, if you wanna make a hit single and I mean, a hit single.
Aynsley: Yeah, but all I'm saying is as long as you pay us well, I just don't wanna know.
Don: Well, you'll get royalties.
Motorhead: You gotta get some royalties, man!
Aynsley: Royalties?
Don: Listen, you can't...
Ray: A monster!
Phyllis: I'm wet... hamburger...
Meredith: This is turning too confusing, I just can't understand what all this is about, it's so confusing!
Phyllis: My monster!
Don: WARrrGH!
Phyllis: My monster! I'm ready! I got the pants, I got the shirt, I got the belt with the little yellow holes!

[33: 46]

Phyllis: I can't get enough of that stuff, mmm!
FZ: "We're coming to the beginning of a new era, at the motel. "
Phyllis: Look at this over there, look... mmm mm...
Don: We're coming to the beginning of a new era at the motel, we have been working secretly...
Phyllis: Obviusly still, still the best.
Don:... on a new composition in the back room...
Phyllis: I love when he always did that...
Don:... in our secret chambers.
Phyllis: Then changed into... I remember that...
Don: 'Cause everything is secret.
Phyllis: For twelve years he's still working on the same song, I don't know what I'm gonna do.
Don: We're trying to get the secret karma change for the whole world.
Phyllis: Still kinda get that "The Bun" thing. I gotta stop this, it's not good anymore.
Don: You see, like this whole karma thing, it's really what's causing all the problems.
Phyllis: Because after all we've got kids now.
Don: So we have to get a composition.
Phyllis: And we can't, he can't do this anymore, it's another whole life.
Don: And, I'm sure that it's going to be a hit single.
Phyllis: But, I can't help it, I mean he's irresistible. The guy is irresistible.
Don: Because everyone is going out and buying our new hit single, for this group that uh...
Phyllis: Look at that face, over there...
FZ: "You remember our other single 'The Bun'?"
Don: Yeah, you rem-
Phyllis: Look at that, right that, right there... mmm...
Don: Our other single, "The Bun"? See, this, this was our last composition...
Phyllis: Oh, God! Oh, I remember that too... yeah...
Don: And uh, it was pretty hard to play because uh...
Phyllis: Look at this, when he did that at the fare...
Don: Some of the members of the group couldn't read music, you see?
Phyllis: No... it's better, I'll tell you something...
Don: But we got it all straightened out.
Phyllis: I don't know, I have to think about this, 'cause I gotta tell him. Ah! I'll go back! I can't be bother 'cause my mind it's too, it's too crazy, it's going, it's driving me nuts already, I have to think about work, I have to think about him, I have to think about...
Stumuk: Maybe I oughta face it, after twelve years "The Bun" just isn't a hit. Maybe I'm approaching it wrong. Look at him, a musician, a natural musician. This Motorcity was a serious little boy. Liked to pull down the shades before helping her with the dishes.
Massimo: And that's why it didn't sell. Look at this...
Phyllis: Oh, look at that! I remember -let me stop that and see how the fume was coming out of his mouth, and the way the lips, the lips, so beautiful and the hamburger...
Massimo: Try to do something like that.
Stumuk: Like that?
Massimo: Maledetto figlio di puttana.
FZ: He's on television set.
Massimo: E non cagarmi il cazzo.
Stumuk: A non cacarmil catzo.
Massimo: 'Cause I have a big bunch of minchia!
Stumuk: A big bunch of minchia!
Phyllis: It's great you're learning Italian, I love... That's what I want! More, a little culture, it's enough already with "The Bun"!
Stumuk: I had, I had to change it. It wasn't right.
Massimo: These fucking things didn't work, I don't know why. Maybe, can you see all these little points, white points, on these fucking things? You have to know that...
Stumuk: Can you see?
Massimo:... all this stuff...
Stumuk: Everybody's using the chicken to measure it with nowadays, even my kids!
Massimo:... come from my nose, and maybe people didn't like it.
Stumuk: No more the sock...
Massimo: And I just don't know why...
Stumuk: But "The Bun, " the placement of "The Bun. " It has seeds. It's different.
Massimo: I just can't imagine why they didn't like these balls that come from my nose, you know? This way, tshh! And I spent a lot of years of my life to do something like that, these fucking things, and it didn't work. What can I say?

Guy From Alabama: Far fucking out! Far fucking out!

Linda: Hee hee hee hee!
Rodney: Ah! I can dig it!

Guy From Alabama: DONG! DONG! I mean dong, that's what your minchia is!
Aynsley: Your which?
Guy From Alabama: A minchia!
Aynsley: You mean your dick?
Guy From Alabama: You put your minchia in the stinky-a.

Massimo: And you know why? 'Cause I have a big bunch of dick! Tengo una minchia tanta! And this part of the lesson, I'm sorry, but you can't learn, 'cause Mother Nature didn't make you Italian.
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Şarkının Adı: Uncle Meat Film Excerpt Part
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