Jim gordon (drums)
John guerin (drums)
Aynsley dunbar (drums)
Ralph humphrey (drums)
Jack bruce (bass)
Erroneous (bass)
Tom fowler (bass)
Frank zappa (bass, lead vocals, guitar)
George duke (keyboards, background vocals)
Don "sugar cane" harris (violin)
Jean-luc ponty (violin)
Ruth underwood (percussion)
Ian underwood (saxophone)
Napoleon murphy brock (saxophone, background vocals)
Sal marquez (trumpet)
Bruce fowler (trombone)
Ray collins (background vocals)
Kerry mcnabb (background vocals)
Susie glower (background vocals)
Debbie (background vocals)
Lynn (background vocals)
Ruben ladron de guevara (background vocals)
Robert camarena (background vocals)

In the dark
Where all the fevers grow
Under the watah
Where the shark bubbles blow
In the morning
By your radio
Do the walls close in to suffocate, yah
You ain't got no friends
And all the others they hate, yah
Does the life you been leading gotta go? (hmmmm?)
(well let me straighten you out)
About a place i know
(get your shoes and socks on people, it's right around the corner)

Out through the night and the whispering breezes
To the place where they keep the imaginary diseases
Out through the night and the whispering breezes
To the place where they keep the imaginary diseases

(this has got to be the disease for you
Now scientists call this disease, brohm-a-drosis
But us regular folks, who might wear tennis shoes
Or an occasional python boot,
Know this exquisite little inconvenience by the name of
Stink-foot)

You know
My python boot is too tight
I couldn't get it off last night
A week went by
And now it's july
I finally got it off
And my girlfriend cried, you got stink-foot!
Stink-foot, darlin'

Your stink-foot
Puts a hurt on my nose
Stink-foot, stink-foot, i ain't lyin'
Can you rinse it off, do you suppose?
(here fido, fido, mpt, mpt, mpt, come here little puppy
Bring the slippers
Arf, arf, arf
(c-r-a-s-h)
Huhm, hah, hah, hah...hmhmhm)
Stink!

(well then fido got up off the floor, and he rolled over
And he looked me straight in the eye
And you know what he said?
"once upon a time, somebody say to me"
This is the dog talkin' now
"what is your, conceptual, continuity?"
"well i told 'em right then", fido said
"it should be easy to see
"the crux of the biscuit
Is the apostrophe"
Well you know, the man that was talking to the dog
Looked at the dog, and he said
Sort of staring in disbelief
"you can't say that"
He said
"it doesn't, and you can't, i won't, and it don't
It hasn't, it isn't, it even ain't, and it shouldn't
It couldn't"
He told him, "no, no, no"
I told him, "yes, yes, yes"
I said, "i do it all the time
Ain't this boogie a mess"?)

The poodle bites, the poodle chews it
(repeat + ad lib)