Steve Vai Shares Details Behind Frank Zappa’s Composition That’s a ’Recurring Nightmare’ for Him

It’s no secret that Frank Zappa was an incredibly demanding musician. And one of the people who always managed to pull off Zappa’s ideas in practice was young Steve Vai. However, one particular composition is a cause for “a recurring nightmare” that Vai says he had for decades after working on it and playing it live.

Speaking to Chanan Hanspal in a recent interview, the guitar virtuoso legend recalled Zappa’s 1985 song “Alien Orifice” which also showcases Zappa’s very specific compositional process. The song is on the “Frank Zappa Meets the Mothers of Prevention” album which also features Steve Vai on guitar but it was also performed live many times before the record’s release.

When asked about this piece, Vai first joked about this being “almost half a century ago.” He then went into more detail and gave a pretty long story of how “Alien Orifice” came to be (transcribed by Killer Guitar Rigs):

“Frank was constantly composing various kinds of compositions. Sometimes he would go on the ground for a little while and compose orchestra scores. I know that he loved composing for his bands and based on the instrumentation of the band he had at a particular time, [it] would dictate the kind of score he wrote for the band.”

“But with Frank was any means necessary. He would sometimes come in with a complete score for the band, and then at times he would, in rehearsals, teach us things, show us things, and create a piece of music that could ostensibly sound as though every note was composed.”

“While it was relatively uncommon for him to give a piece of music that was from a score that he wrote for the band and change it — he would do that not very often, but constantly — he would be editing, rearranging, dropping parts in, off, all sorts of things.”

Alien Orifice (Live, 1988)

“So ‘Alien Orifice’ came as a piece of sheet music — that was enough, and it would have the chord symbols and the melody. That score you sent looks suspiciously like Frank’s calligraphy, but it [isn’t] because it looks as though it was put on vellum [or] onionskin. But inevitably, it started out as just Frank sitting and composing, and he composed all the time. He had a little briefcase, he’d open it up, and it’d be a little cassette recorder — the portable ones at the time — manuscript paper, pens, pencils, and cigarettes. [Laughs] Something like that.”

“He would get right to an airport, he’d sit, open up his briefcase, start writing, get on the airplane, sit, start writing, you know what I mean? He very rarely squandered potential composition time. I believe that ‘Alien Orifice’ came from something like that. And [in] my observations, when he would compose something like this, he would sit at the piano — and I might assume that ‘Alien Orifice’ arose like this, where he would sit at the piano — and he’d play a chord, and he’d plunk out a melody, and then he’d compose it.”

“So when he handed that to me on the plane, I didn’t know how much of that he had potentially composed while sitting at home or in an airport, but I know he gave it to me and I looked at it.”

Steve Vai Interview - Alien Orifice & Roxy and Elsewhere

“I always got very excited when Frank gave me music because in all of my naïveté, innocence, inexperience, intimidation that I felt just by being around Frank — that always floated my boat when Frank gave me an assignment or gave me a piece of music — I was like, ‘Ah, I just sharpened my knives.'”

As Vai added, “Alien Orifice” was “one of those pieces of music that was melodic, and yet very compositional.” However, he also called it “a little bit ugly.” Not in a bad way, of course, it’s just a specific thing that Zappa was aiming for:

“And then there was in-between stuff where it was a little out there — still beautiful, or a little bit ugly. Frank loved writing ugly sometimes, so ‘Alien Orifice’ was one of those. It wasn’t ‘Sofa’, it wasn’t ‘Strictly Genteel’. It was a compositional piece, and I believe it was just the chords and the melody.”

Steve Vai - Alien Orifice (Zappa cover) 1981

Reflecting on the moment he got the chance to look into the sheet music while he was on a plane with Zappa, Vai recalled:

“That little incident on the plane — I remember I was looking at it, getting very excited trying to figure out how am I going to finger this and finding the rhythms in my head. I always had questions with articulation because when you write articulation into a piece of guitar music, the articulation means something different than it does for other instruments.”

However, there’s also the issue of the guitar being a very specific instrument. Frank wrote the music that he had in his mind but performing it on a guitar was a different thing. So Vai asked:

“When Frank would write it and hand a lead sheet, it wasn’t specific to a guitar, it was just a melody. So I would have questions, ‘Well, how do you want this attacked?'”

Frank Zappa : Alien Orifice (Palladium, NY, Halloween 1981)

And then Vai decided to sort things out and ask Zappa directly about the matter. He did kind of regretted it because Zappa then wrote the crazy challenging part with the septuplets:

“So on one occasion, I went up to the first class and I sat with Frank. We reviewed it a little bit, and he said, ‘Don’t worry about this’. He looked at it, then he took it, and that’s when he wrote those crazy septuplets. And I thought, ‘I should have stayed in my seat.’ [Laughs]”

Nonetheless, Vai still loved the challenge:

“But it always excited me. And when I got home, and I started to… I can’t remember when I started learning it, it might have been on a tour or when I got back home. But it was always a challenge to find the right positions because the guitar is a fickle instrument for reading music, sight-reading on the guitar is very difficult because you have to understand the best placement.”

Frank Zappa & Steve Vai

After explaining how he had to study the piece and not just read it and imagine playing it in his head, Vai also recalled what it was like to rehearse and perform the piece:

“That was a kind of piece that, when we finally got into rehearsal, he manually orchestrated it. If you listen to the recording, you can hear that, although there’s just one melody, sometimes I’m playing it, sometimes somebody else is playing it, sometimes two people are playing, you know what I mean?”

“Sometimes the chords are done this way, sometimes a vocal might come in and do something. So it was a different compositional approach for him because he would manually build something from a lead sheet as opposed to handing in a score.”

“And the funny thing — he got such a kick at hearing it, and you always knew it because he would kind of smile if it was being performed properly.”

Steve Vai about Frank Zappa

Finally, the song found its way into the live setlist:

“It got rehearsed, it became part of the setlist, and he could call on it any time. That was one of the ones that you just never know — days could go by, maybe a week before it was put into the setlist again, but I had to play it every day. For me on the guitar, it’s not like, ‘Hey, do you remember ‘Alien Orifice’? Let’s play that!’ Yeah, no, thanks.”

Of course, this is what Vai had to do with Zappa’s repertoire while on tour, even trying to learn stuff in his sleep. However, “Alien Orifice” was on a whole new level. Knowing how Zappa always changed the setlist, even minutes before the show, Vai claims that he was pretty scared of this one being on the setlist that night:

“That’s actually a recurring nightmare that I’ve had for decades. It’s one of these funny situations where I find myself walking onto Frank’s stage, and there’s like ‘Alien Orifice’, ‘The Black Page’, ‘Moggio’. And I’m, ‘Frank, it was 45 years ago, I don’t remember it.’ And he’s like, ‘Well, you gotta play it’, and then he starts, and then I wake up. [Laughs]”


“That’s a recurring nightmare feeling of ‘AAHHH!’ [Laughs] But I had to keep all these things under my fingers. Once it got out there, and we were performing a song like that, he would occasionally tweak it, but he would usually conduct it — ‘So okay, let’s start that segment again.'”

Photos: Mark Estabrook (Zappa), Wojciech Pędzich (Steve Vai, 3-Majówka 2023 25)


  • David Slavkovic

    David always planned for music to be nothing more than a hobby. However, after a short career as an agricultural engineer he ended up news editor at KillerGuitarRigs, senior editor at, as well as a freelance contributor to online magazines such as GuitaristNextdoor.