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Freak Out! My Life with Frank Zappa

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In 1967, 21-year-old Pauline Butcher was working for a London secretarial agency when one evening a call came through from a Mr Frank Zappa asking for a typist to come to his hotel room. The assignment would change her life forever.

After this chance encounter with the charismatic musician, at Frank’s request Pauline moved with him, his family and his band the Mothers of Invention to a log cabin in the Hollywood Hills. There, the “straight” young English girl from Twickenham spent her days in the company of a succession of famous names, mixing with Oscar winners and rock royalty, including Mick Jagger, Marianne Faithfull, George Harrison, Eric Clapton, Captain Beefheart and Tiny Tim. Often working nights and sleeping days, for three years Pauline served as Zappa’s secretary, running his fan club, the United Mutations, and organising rehearsals, live appearances and recording sessions for the GTOs (Girls Together Outrageously), an all-female rock act supported and produced by Zappa.

Freak Out! is the captivating story of a naive young English girl thrust into the mad world of a musical legend. A vivid depiction of the late sixties rock’n’roll scene and the stark realities behind Hollywood’s perceived glamour, this memoir is also the most revealing and intimate portrait of Frank Zappa ever written.

320 pages, Paperback

First published September 1, 2011

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Pauline Butcher

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5 stars
115 (32%)
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135 (38%)
3 stars
86 (24%)
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15 (4%)
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Displaying 1 - 30 of 50 reviews
Profile Image for Lukasz Pruski.
981 reviews143 followers
May 26, 2020
"[...] no one had played his records on the radio and yet over twenty years, he'd sold enough records to make him a rich man. Even John Lennon, when he visited Frank, had been deferential. 'I may be popular, but he is the real thing.'"

Yes, Frank Zappa was the real thing in music. He was also a man of many contradictions so it probably is not astonishing that while most of his life he wanted to make "serious" music he built most of his fame and made most of his money in the "unserious" rock genre. He was, or at least tried to be, a real artist, yet many people know him only for outrageous, shocking performances, associations with various "freaks", and occasionally puerile behavior and offensive sense of humor.

Pauline Butcher's FREAK OUT! My life with Frank Zappa (2011) is a very good read: unpretentious, not gossipy, and, in fact, quite serious. It begins in 1967 when Ms. Butcher, 21 years old at the time, was hired as a temp to type some lyrics for Frank Zappa when he was visiting London. Not only did he tremendously impress her when they met, but he liked her too. It is quite possible that he liked her exactly for what she says he did: she was a straight-laced, forthright, prim young woman: a marked contrast with people who usually surrounded him - his "entourage of freaks."

I do not like the misleading publisher's trick on the back cover: one sentence of the blurb is emphasized in big font:
"'Do you think if we f**ked, you could still work for me as my secretary?' - Frank Zappa"
thus implying that there is a lot about sex in the book. Blessedly that's not true! A reader who is looking for salacious details of freak orgies will be severely disappointed. Yes, there is a bit about Cynthia the Plaster Caster (Wikipedia has a nice article about her), but that's basically it.

Ms. Butcher worked as Frank Zappa's secretary from 1968 to 1972, and lived with Zappa family and his entourage in the famous Log Cabin in Hollywood Hills for most of that period. The reader gets a glance into the everyday life of the admittedly strange group of people occupying the residence, of which Mr. Zappa and Ms. Butcher seem to be the most "normal", whatever the word may mean.

This is really a good read - I am repeating myself - the writing is refreshingly amateurish (in a good way!) and the descriptions of events and characters quite believable, even such details as Ms. Butcher's tribulations with hearing the f-word and resisting its use herself. I have learned a lot of new things about Frank Zappa even though I have already read several books about him including a great biography that I reviewed here on Goodreads Zappa. A Biography (other titles of books on Zappa are included in that review). Ms. Butcher's great characterization of Frank Zappa is included below the rating

Three-and-a-half stars.

"He could delight in ribald tales of travels with the band, but complain with the coldest cynicism about their performance. He welcomed people into the house, and then groused when they hung around. He could be a sympathetic listener, or a mocking tease who ripped at your beliefs and enjoyed the flap. He collected people and then behaved like they were not around. He voiced libertarianism but ruled his band with an iron rod. He feted the disenfranchised and outcasts, yet coveted a capitalist's lifestyle for himself. He scorned the American people for their ignorance while criticising the establishment for treating them like children. He stood in judgement on almost anyone in the outside world - and yet I knew no other man more unassuming, humble or compassionate."
Profile Image for Spike.
2 reviews1 follower
May 4, 2013
When All is said and done amongst the Canon (non-biblical) of books written about Frank Zappa & The Mothers Of Invention there will be none to compare with Pauline Butcher's unique take on events at the Log Cabin (Frank's House) and happenings therein. Mrs. Butcher was hired to be FZ's secretariat from 1968 throughout 1972 but unlike the rest of the adulating hangers on she came to her job a proper British woman who only slowly learned who Frank was through meeting him, being there and living it. This Bio is told in the "first person" placing you right there amidst the freewheeling lifestyle in Laurel Canyon that includes Captain Beefheart, Wild Man Fischer, The GTOs and into the beginnings of Bizarre Records.

There will be no written recollections to compare because unlike A Pamela Zarubica (Suzy Creamcheese) or dare I say Gail Zappa (FZs wife) there was no Extreme adulation for Frank in Mrs. Butcher's book but only a human one even though Frank if anyone deserves the Extreme adulation this is also what will come through in anyones Bios that have been and will be written covering such a vast terrain as FZs 40 plus years career, Philosophy and Music which leave little room for the "human" element.

Pauline's book is as human as it comes with nary a "fact" listing but a recollection of being there.
Profile Image for Laura.
7,137 reviews606 followers
May 11, 2014
From BBC Radio 4 - Afternoon Drama:
In 1967 Pauline Butcher, a conventional English secretary, was sent to a London hotel on a typing assignment. The client turned out to be avant-garde American musician Frank Zappa. Frank asked Pauline to type out the lyrics of his album, Absolutely Free, a task she found extremely baffling. Out of this chance encounter, and unlikely meeting of minds, a friendship quickly grew, and Pauline was invited to go and work for Frank in Los Angeles, where the regular visitors to his log cabin in the Hollywood Hills included Mick Jagger, Eric Clapton and Captain Beefheart. It was the height of the Summer of Love which would soon come to a violent end when Charles Manson soured the hippie dream. But it would be the rise of the Women's Liberation Movement that finally led Pauline to follow her own path.
Adapted by Matt Broughton from Pauline's memoir 'Freak Out - My Life with Frank Zappa.'

Directed by Kate McAll
A BBC Cymru Wales Production.
Profile Image for Örn Leifsson.
3 reviews11 followers
March 6, 2013
This one is a great read and an absolute must for Zappa fans.
This is though not a Zappa biography but the story of Pauline and how her live changes when she became Zappa's secretary in the late 60's and early 70's. It's full of interesting stories about these times and the life around Zappa and The Mothers and all the interesting characters that were around Zappa in those days. Pauline describes Zappa very well and manages to bring to live the atmosphere of the late 60's and how the times were changing.
Loved to read this and wished that it was slightly longer and Pauline could have added a chapter to tell what she did after she stopped working for Zappa. Like I said this is a must for Zappa fans but of interest too for those who are interested in the 60's and all the change that was happening during that era.
Profile Image for Pauline  Butcher Bird.
178 reviews11 followers
April 24, 2013
If you want to know what it was like to live at the log cabin, Frank Zappa's abode in 1968, where every rock star of the day dropped by along with a variety of freaks, then read this delightful book by a young, straight English girl who, by pure chance, found herself doing just that. Based on the letters she wrote home weekly, Pauline describes in great detail visits by Mick Jagger, Captain Beefheart, Rod Stewart, Pink Floyd and others, while Frank Zappa ploughed on regardless composing at his grand piano. A must read for Zappa fans, followers of 1960s rock luminaries, and women who came of age through the 60s and 70s too.
Profile Image for Barry Hammond.
698 reviews27 followers
February 28, 2013
Pauline Butcher, a British part-time typist and modelling teacher, through a chance meeting became Frank Zappa's secretary at a crucial time in his musical career: when the Mothers Of Invention were starting to become popular in the alternative music scene from 1968 to 1972. Her account of being an insider at a volatile time is fascinating with its honesty about the power struggles, back-biting, jealousies, and harsh reality behind the preceived glamour of the rock world. An interesting and insightful read. - BH.
Profile Image for Dawn.
31 reviews8 followers
July 24, 2019
I read this because I love Frank Zappa's music and wanted to know more about the man. This is, in my opinion, not a very well written memoir (if you look at my book list you'll see I read this genre extensively), however it did provide me the insights I was looking for. My main objection is the way the author portrayed herself, her "voice," and an underlying subtext that made her come across as holier-than-thou. It is hard to enjoy a book with a protagonist that I do not like. Nevertheless, if, like me, you want to know more about the musical genius Zappa, then it's worth a read.
Profile Image for Bo Frazer.
348 reviews3 followers
December 20, 2021
I read about 99% escapist fiction, so it would have to be a weird niche kinda topic to make me deviate. Zappa qualifies. Having read it, I am just as glad that I never actually met him, though I was a huge fan in the 60’s. Great seeing the author’s evolution from a secretary into a writer.
Profile Image for Hakan Tuna.
4 reviews1 follower
December 7, 2025
One of the best Zappa books I have read, Pauline was there and gives a first hand account of life with Zappa in the late 60’s and early 70’s.

She also still shares everything Zappa related on FB and YT. She’s a treasure, thanks for writing such an honest account of life working for Zappa.
Profile Image for Dierregi.
258 reviews3 followers
February 14, 2019
If you are interested in the 60's as a period of change, excitement, hope for the future and great music, this book might be for you. Even if you are not an hardcore Zappa fan, like me. I am not in the least an admirer of Zappa's music (I like some of his stuff, but on the whole, it's not my thing). However, I previously read a book by Pamela Des Barres and since she mentioned Zappa with great affection, I was intrigued and wanted to know more.

Besides, I thought that the time and location of this book would made it - at least - an interesting chronicle of California during an exciting time. The book deliver exactly what I expected. It is told from the point of view of an "outsider", Zappa's English secretary who got drawn into his world merely by the strength of his personality. From what she writes, I gather Mr. Zappa must have had a very magnetic personality. However, even if I checked many times his photos and some Youtube footage, his magnetism did not work on me. Maybe it is the distance in time or just the fact that there are no rules about physical/intellectual attraction.

Anyway, Pauline Butcher met Frank Zappa for a quick typing job in London, was struck by the guy and decided to try everything to move to the US and work full time for him. She succeded, but the results were not what she expected.

Having dreamt of living with Zappa in a Hollywood mansion and perhaps of upgrading their relationship to something more personal, Pauline found herself in a log cabin inhabited by a crowd of hippies, by Zappa's wife and by their first child, Moon.

The relationship between Pauline and Gail (Frank's wife) is described in hilarious terms. It sounds so very human with its mix of jelousy, admiration and developping friendship. Gail is described as having three speeds "Slow, very slow and stop", which I found very funny.

Zappa was not so easy to describe, but from Pauline's words I got the idea of a guy focussed mainly on his music and very little on people and stuff going on around him. Self-centered, megalomaniac and slightly callous, with the occasional moments of tenderness. Not the most flattering portrait, but I guess a sincere one.

As time went by, Pauline grew to like most of the musicians and other people hanging around Zappa, but her tone is always of an outsider who knows her days in the US are numbered. Eventually, Pauline was forced to move back to Great Britain, but even if she had not, I doubt her American experience would have developped into anything more intense than what she had during her year at the log cabine.
Profile Image for Eduardo.
5 reviews3 followers
August 30, 2013
If you're a Frank Zappa fan and already read his official bio, 'The Real Frank Zappa Book,' and maybe a few other unofficial tomes penned by professional pundits or former band members, you won't find a fresher, more insightful and, unlike Nigey Lennon's questionable memoirs, BELIEVABLE account of this complicated musical genius than Pauline Butcher's 'Freak Out!' Here's a desperately needed FEMALE perspective of what made Frank so irresistible to so many people despite his innate chauvinism, dictatorial ways, and, at times, outright hypocrisy. Butcher devotes more than half of the entire book to recounting the brief but memorable four-month period when she, the Zappas, and immediate staff and family inhabited the legendary "log cabin" in Laurel Canyon, in exhaustive detail. And the rest of the time spent discussing how she got into and out of Frank's organization rounds out her portrait of the man with a vivid personal snapshot of that golden late '60/early '70s period, and all it changed about the world - and herself personally. In sum, the book fucking rocks, and I don't think you need be a Zappa-freak to love it as much as I did.
Profile Image for Aimee.
108 reviews1 follower
November 4, 2013
A sweet memoir of how young, sheltered model-come-secretary Pauline Butcher, an English girl finding her way in the world, changes the course of her life by a chance meeting with Frank Zappa. Her descriptions of life at FZ's bohemian home in Laurel Canyon are very interesting. Although she is put off by how he seems to criticize everyone and everything, as well as his chauvinism and his occasional cold, calculating demeanor, she clearly is fond of him. Multiple times throughout the book Butcher complains about Gail Zappa, and this got old and came across as whiny.
Profile Image for vaughn.
38 reviews49 followers
December 16, 2016
Definitely a unique artist. His behavior was (as in seriously misogynistically) offensive. I always wondered if he went for the super rude to attract more attention. Dude never looked for common ground. He was on his own wave length.

I enjoyed her story of how she met him and her views as a proper young British woman attempting to manage his affairs in the middle of what were some seriously crazy times.

The author and I communicated a bit online regarding the fact that there weren't many women who had indicated a lot of interest in Zappa.
Profile Image for R.J. Harries.
Author 2 books1 follower
July 8, 2020
Candid account of life with the Zappa's in the late sixties and early seventies, by a young woman from London, who encounters Frank Zappa purely by chance and is instantly fascinated by him and subsequently moves to the Hollywood Hills to be his PA.

Vivid first hand, first person viewpoint transports the reader into various crazy, embarrassing and hilarious situations in Laurel Canyon, LA.

Entertaining, as a virtual observer, from inside the unconventional home of the Zappa's.
Profile Image for Tilden.
12 reviews
July 3, 2012
This was a quick enjoyable read with lots of details regarding the day-to-day lifestyle of FZ, the Mothers & peripheral characters. If you're looking for musical or technical information, this isn't a resource. But if you're interested in a naive British girl that's totally out her element coping with the freaks and rock'n'rollers, this should entertain you.
Profile Image for David Holtzclaw.
31 reviews6 followers
September 12, 2013
Pauline's account of life with the Zappas is funny, poignant, & quite entertaining.It certainly shows a different side of the man himself, revealing a kindness, possibly not perceived by his fans.I particularly enjoyed the visits of various rock stars & wanderers, invading the Laurel Canyon
compound.It's a must read for Zappafiles & music nuts alike!
Profile Image for Duncan Smith.
Author 7 books29 followers
February 25, 2016
A bystander's view of early 1970s music Bohemia. Pauline Butcher lived in Frank Zappa's 'commune' house in California. Zappa was anti-drugs but in most other ways embraced the counter culture and was a prolific rock / jazz composer.

Zappa comes across as a sort of guru who effortlessly drew various hangers-on into his orbit. An interesting look into those anarchic times.
Profile Image for Micah.
14 reviews4 followers
May 14, 2018
Amazing first hand account of the Mothers, FZ, and most interesting for me, the detailed descriptions of the Laurel Canyon cabin including the parade of Freaks and visiting celebrities dropping in and out. I had Post-It notes all over these pages. Especially where the author described FZ's studio layouts and listening room setups.
Profile Image for JuanK Russo.
74 reviews2 followers
May 10, 2020
As all things Zappa, it's very hard to grasp every detail of his inner universe so this memoir of Mrs Butcher gives us a light, fast paced account of early zappa modus operandi... from an spectators point of view... Nothing shocking nor scandalous, just a different angle on the Zappa personae
Profile Image for Rob.
23 reviews
September 8, 2014
Never was a fan of his music, but a story of the crazy life in Laurel Canyon from an English perspective was enjoyable to read.
18 reviews
September 15, 2019
The very best...

The best about one of the very best by one of the best... ...what else is there to be said?
Profile Image for Sandi G..
430 reviews23 followers
November 30, 2025
In 1967 a fairly strait laced young woman from London took a job as a temp lyric typist for shock rock composer and musician Frank Zappa. Pauline Butcher eventually went to work for him and his wife as a full time secretary, companion, administrator and jack (“Jane”?) of all trades for the next four years. In 2011, 18 years after Zapoa’s death, Pauline published Freak Out: My Life with Frank Zappa chronicling the Zappas’ lifestyle, work ethic, myriad famous acquaintances in Laurel Canyon, and how it felt to become one of their entourage.
Frank Zappa was prolific, releasing 50 full albums in his career as well as a few films. He was intentionally vulgar, so much so that a concert at Albert Hall in London was cancelled the day of the event because of obscenity violations. His music was almost never played on the radio because of its vulgar nature, yet he sold enough albums to become a rich man. He was an unapologetic workaholic, witty comedian, quiet and serious, a brilliant composer of all types of music, and pretty much a paradox in every way. He championed free rights but was surprisingly backward when it came to women’s rights. He disavowed the use of drugs, yet lived within a drug culture. He was disciplined in his work but seemed to have no interest in reigning in the chaos around him. He was occasionally generous but could be tightfisted and lack empathy toward the musicians working for him. He also validated and encouraged other artists around him, even “Cynthia the Plaster Caster” (Don’t ask.) The book was surprisingly well written and provided a microcosm of the late 1960’s in Laurel Canyon.
1,905 reviews55 followers
December 5, 2020
Thank you NetGalley for an advanced copy of this audio book.

Freak out! by Pauline Butcher and read by Emma Gregory is a coming of age memoir of a naive English woman whose life is changed when she answers a call for a typist in the year 1968. Her employer was Frank Zappa, a musician she had never heard of who proceeds to change her life. Her naivety seems strange for her young woman who models and teaches modeling and seems so chic in many ways. Soon after learning she was crushing on a married man, which Frank never mentioned during their time in London, she is asked by Frank to aid him on a book he'd been commissioned for. Thinking this would be her ticket to a world of fame, and mingling with those that counted she agrees, staying with his family in their new home/studio. Again the naive oh I didn't expect this, does get a tad annoying but her portrayals of those, famous, infamous and other in Frank's circle are very interesting. A notable book for both fans of Zappa and of the social history of the era. The narration is both clear and amusing, especially the voice she gives Frank and some of his band mates. Very enjoyable.
14 reviews
June 6, 2023
A Wonderful Read

I thoroughly enjoyed this book. Written by a woman who by chance became Frank Zappa's secretary, it's an easy, enjoyable read. It doesn't get bogged down in technicalities about instruments, or recording equipment or other minute details that makes you want to skip pages or just skip the book entirely.
It's just a fascinating up close look at Zappa, The Mothers of Invention, the comings and goings of people who would be wandering around the cabin, and later the house the Zappa's purchased in the Hollywood hills. It's got some great photos, too.
All in all, one of the most interesting books I've read on a rock star, without going into painstaking detail on uninteresting topics. What you do get is a fascinating look into not only Zappa's personality, but his wife Gail, and others in their lives. I would highly recommend this book.
Profile Image for Ray Campbell.
967 reviews6 followers
April 7, 2023
In Freak Out! Pauline Butcher recounts the years she spent as Frank Zappa's personal secretary. After she was hired by Frank as a typist in London, Pauline stayed in touch and eventually travelled to New York to connect again in person. Sadly, for Pauline, Frank had married Gail while they were apart. Nevertheless, Frank wanted her in his life and on his staff. Pauline moved to LA with Gail and Frank and moved into their home in Laurel Canyon. Thus, Pauline had a front row seat to the career of the Mothers and remained a friend or both Frank and Gail’s for the rest of Franks life. This is a fascinating look from the inside of Franks Zappa's career. A must read for fans of both Zappa and the era.
Profile Image for Lisa Marie.
151 reviews2 followers
September 13, 2024
I read the updated version published in 2022, mostly because I wanted another point of view of Gail Zappa after reading Earth to Moon by Moon Unit Zappa. At the back of this FreakOut book Pauline Butcher includes little things about certain people through or after the 1968 to 1971, I really would've liked to read what she thought of feud that happened with Gail's passing amongst the Zappa children but there was nothing. And, I'm sorry, but her included interview with Frank was just ridiculous or even nonsensical and quite boring - clearly, she was forever infatuated with him. Once done, I just felt meh and disappointed by the book. Some of it was interesting, but most of it was just whatever/meh.
14 reviews
October 19, 2022
The Unvarnished Truth About Zappa

Pauline worked for Zappa for several years at a time when he was making his most interesting work and at a time when the West Coast was awash with creative musicians and weird hangers on. She vividly portrays the chaos that surrounded Zappa, the different personalities of the people in the band, the weird crowd that gathered around him, the complications of his private life. Most of all you get Zappa himself, his looming, comedic, sinister, optimistic always contrasting personality.
105 reviews
March 8, 2022
As the long suffering wife of a mad Zappa fan, I was totally unprepared for how much I enjoyed reading this book. Pauline Butcher had a fascinating few years working and living with Frank, his wife and their family. It was refreshing to hear her thoughts on this complex musician. I cant say that I like Frank Zappa as a person or even his music, but this book is so interesting. I found it hard to put down. A fab read and one that gives an insight on how mad the world of rock music can be.
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