“I made Yngwie play on a really slow blues… He sounds even faster”: Dweezil Zappa reveals plans to finish epic all-star track featuring 40 players, including Brian May, and Eddie Van Halen playing a “greatest hits of all of his best guitar licks”

Dweezil Zappa has always had a taste for the ambitious but there is one project that he has had boiling away in the background now for decades that might be his own musical Everest, and he insists he has every intention of finishing it.

Long-term Zappa followers will know of this track. It’s titled What The Hell Was I Thinking? and it features “at least” 40 different A list guitar players, including Brian May, Joe Walsh, Eric Johnson, Steve Vai, Steve Lukather, Steve Morse, Brian Setzer, Warren DeMartini, Jimmie Vaughan, Robben Ford, Angus and Malcolm Young – plus a pair of solos from Eddie Van Halen.

Speaking to The Vinyl Guide podcast, Zappa told host Nate Goyer of the myriad problems he has had in putting this together, and why he is finally in a position to finish the track now that he has Atmos technology in his studio to mix it.

“This project is definitely going to be great for Atmos because it is a totally immersive experience, so that’s what I am going to focus on when I really have time to try to wrap it up,” he says. “But I have been working on that thing since 1990, or even 1989. It’s a long time coming.”

And not without its problems. One of which were the original recordings, which were tracked to analogue tape on a machine with inconsistent tension. As the reel got to the end the tension changed, ever so slightly changing the pitch of what was recorded, creating problems for overdubs.

“Let’s say you recorded guitar, bass and drums; you wouldn’t really hear the slight pitch change but when you tried to do an overdub it would never stay in tune, so you would have to redo all of the guitar and bass stuff, so that it would stay stable,” says Zappa. “There became a few things like that where some of the stuff that got recorded, I couldn’t add overdubs because it would be tracked in a way where it would gradually be going sharper.”

Zappa says he made progress when transferring the old analogue recordings to Sony 48-track but “out of nowhere” the machine started to erase tracks of its own accord.

“There are a bunch of things it ate, so then I had to go back to the original analogue tapes and transfer them to a different digital format,” says Zappa, “and I had to do different overdubs.”

This was all before recording’s digital transformation. Getting the original tracks onto the computer was the next step, but even then things didn’t go so easily, and when Zappa’s hard drive got damaged, he would have been forgiven for thinking the project cursed. What The Hell Was I Thinking? was aptly named.

Once more, Zappa was sent back scrambling through the old analogue tapes to transfer them to his DAW. But all these various crises have been a blessing in disguise, giving him time to develop the over-arching concept of the recording, and with Atmos recording technology in his studio, he can give it an immersive audio treatment that would have been impossible had he finished it in the ‘90s.

“I am not worried about it,” he says. “It will be what it will be when it is time to hear it!”

And what it will be will be quite something. Mark Knopfler has already given us the all-star guitar track of 2024 with the charity rerecording of Going Home, the theme from Local Hero. Perhaps 2025’s will be What The Hell Was I Thinking?

“The idea of this piece of music was that it was a continuous piece of music that’s morphing all the time,” he says. “It changes from style to style, and the atmosphere where the music is taking place also changes – so it might go from being like an old-time record sound to a live music hall.”

In a 2020 interview with Sunset Sound Recorders, Zappa described it as “an audio movie” – an instrumental that was just guitar, bass and drums, with him teasing new sounds out of the electric guitar. “I make the guitar sound like bagpipes,” he said. “It is the guitar taking on these different roles. And then these guest appearances take place. From moment to moment the style of music changes, and then you just hear different guitar players falling out of the speakers.”

One of those guitar players will be Eddie Van Halen, and Zappa says his part is particularly special, having been tracked at 5150 Studios using the original guitar amp he used on the first Van Halen records.

“He hadn’t used it in a long time,” says Zappa. “At that point he was using the 5150 amp that he had designed with Peavey, but we pulled out the old amp.”

As with all the guests, Zappa would be in the room with them directing traffic. He got Yngwie Malmsteen to play over a slow blues track. 

“Yngwie Malmsteen’s on there. I made him play on a really slow blues,” he says, “That was fun because he still plays seven billion notes, but at a really slow tempo on the track, so he sounds even faster.”

When Brian May got to Metropolis Studios in West London and found out his part was in 5/4, he panicked, insisting he couldn’t play in that time signature. Zappa says he did just fine and the session gave him a unique insight into how May recorded.

Joe Walsh rocked up at the studio with a small Fender amp and a talk box and done his bit in under 10 minutes. But Eddie Van Halen? Having him at his disposal was like having “a toy Eddie Van Halen” with which you could make any EVH sound come out of him. And by the sounds of things, that’s exactly what Zappa did.

“He has two solos, but the main solo is like all his greatest hits of all of his best guitar licks,” says Zappa. “And it was kind of a joke because I said, ‘Let’s do a thing where you put all these licks that are from your solos and just see if you can find a way to connect them.’ He said, ‘Well which licks?’ And I would have to show him. ‘Play this lick!’ So he was saying, ‘What don’t you play it – you sound just like me anyway.’”

Zappa can’t tell Goyer exactly when he is going to finish this work. There is the small matter of his upcoming Rox(Postroph)y Tour, which opens on 1 August in Phoenix, Arizona, and is another crazy ambitious set that celebrates the 50th Anniversary of his father Frank’s Apostrophe (’) and Roxy & Elsewhere albums.

But once that wraps it sounds like Zappa is on the home straight and sooner rather than later What The Hell Was I Thinking? will be a case of What The Hell Have I Done? In the meantime, Zappa’s invite remains open to Eric Clapton, Jimmy Page and David Gilmour should they want to join in the fun, and there are still some players he wants to record if possible.

Check out the full conversation at The Vinyl Guide podcast. See Dweezil Zappa for full tour dates.