This is an all-instrumental album, with the notable exception of Willie The Pimp, whuch has vocals from Captain Beefheart. Frank Zappa created this album after disbanding the original Mothers Of Invention, and it has a sound unlike any of his other recordings.

There's a wealth of stories involved in this album, which I won't fully cover here. The woman in the crypt on the cover of the album is Christie Frka, member of the all-women band, GTO. (Girls Together Outrageously) Zappa credits her in his autobiography with suggesting Alice Cooper get signed to Bizarre/Reprise and also coming up with the ideas for the Alice Cooper band costumes. I recall reading that this was one of the first albums recorded on a 16-track recorder (though I'm not sure where I read this.) The album was recorded at T.T.G.'s, the place where Mirror Man was probably recorded (and not a club, as the Mirror Man album notes said originally.)

The picture of Don Van Vliet (see below) with a vacuum cleaner is possibly related to the fact he once had a job as a vacuum cleaner salesman, selling door-to-door. He reportedly sold one to Aldous Huxley with the phrase, "I assure you, sir, this one sucks.".