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Ship Arriving Too Late to Save a Drowning Witch is an album by Frank Zappa, released in May 1982 and digitally remastered in 1991. It features five tracks composed by Zappa, and one song, "Valley Girl", co-written with Moon Unit Zappa, his daughter, who provided the spoken monologue mocking some of the Valley girls at her school including phrases like "Gag me with a spoon!".
The album's first half consists of studio recordings, while the second half consists of live recordings.

Side 1 was recorded at Zappa's Utility Muffin Research Kitchen studio at his home in Los Angeles; while Side 2 consisted of live performances from Zappa's fall 1981 U.S. tour with studio overdubs. The live material was originally intended for an unreleased double album tentatively titled either Chalk Pie or Crush All Boxes II, which was scrapped after Zappa's record distributor requested a single album instead.

The cover art for the album shows the classic Droodle, by artist Roger Price (from which the album gets its name), whose shapes also suggest the letters "ZA" (and "P", sideways), as in "Zappa". At the time of the album's production, Price was living nearby to Zappa.

The phrase "Ebzen Sauce" in "No Not Now" is an example of a spoonerism, which in this case is of "Epsom Salt", an alternative name for magnesium sulfate, and, in the February 1983 issue of Guitar Player magazine, the song was said to have an "extremely distinctive bass line", which Zappa liked "because for people who don't understand what's going on in the rest of the song, there's always the bass line".

"Valley Girl" – the second song on the album, and the song that would eventually become the album's single – was a combination of a guitar riff that Frank had composed, and a desire from his daughter, Moon, to work with her father. Musically, it is one of the most atypical Zappa tunes because of how relatively "normal" it is compared to other compositions, and is played entirely in 4/4 with the exception of the 7/4 groove at the very end. Tom Mulhern observed in Guitar Player that the "red-hot" guitar riff had actually been mixed "back in the mix", which Zappa explained was "because it conflict with the vocal part. And that red-hot-sounding guitar was just me and the drummer jamming at three o'clock in the morning. That track was the basis for the song. It was a riff that started off at a soundcheck about a year before, and I had been piddling with it for a long time. One night, we finally did it, saved the tape, and little by little we added all of this other stuff to it, and we got 'Valley Girl'." Scott Thunes's bass line was spontaneous and played through a Vox amp, and was the final addition to the song, which originally "didn't even have a bass part; it was just guitar and drums".

The pseudo-title track, "Drowning Witch", begins with lyrics written to fit the theme of the cover art, and the subsequent lengthy instrumental section is one of the most complex instrumentals that Zappa ever wrote, featuring musical quotations from The Rite of Spring by Stravinsky and the Dragnet TV theme composed by Walter Schumann and Miklós Rózsa. In Guitar Player, Zappa commented that the album version included 15 edits between live performances from different cities.

"Envelopes" was originally written in 1968 – with a prototype recording made during the original Mothers of Invention's European tour that year (which remains unreleased due to its inferior performance) – and is constructed around a harmony based on seventh and eighth note chords that "generate their own counterpoint as an automatic result of the voice leading".

Zappa's band for the fall 1981 and summer 1982 tours, which he would continue to feature on the next few albums and the You Can't Do That On Stage Anymore series, included Ray White on rhythm guitar and vocals, Steve Vai on guitar, Tommy Mars on keyboards, Bobby Martin on keyboards, sax and vocals, Ed Mann on percussion, Scott Thunes on bass and Chad Wackerman on drums. For studio sessions, he also used past band members including vocalists Ike Willis, Bob Harris and Roy Estrada and bassists Arthur Barrow and Patrick O'Hearn.

The album "was mixed on JBL4311 speakers" with MicMix Dynaflanger and Aphex compressors, consequently giving a "played up" prominence to its song' bass lines.

Release history
The original LP release contained a note that reads "This album has been engineered to sound correct on JBL 4311 speakers or an equivalent. Best results will be achieved if you set your pre-amp tone controls to the flat position with the loudness control in the off position. Before adding any treble or bass to the sound of the album, it would be advisable to check it out this way first. F.Z."

The LP also featured a "letter from FZ" advertising the Shut Up 'n Play Yer Guitar box set, which had previously only been made available separately in the United States and, at the time Ship Arriving Too Late to Save a Drowning Witch was released, was being made available for the first time in Europe. To promote the release of the UK box set, the first pressing of the UK edition of this album contained a 4-song 7" EP with A: "Shut Up & Play Yer Guitar" B1: "Variations on the Carlos Santana Secret Chord Progression" B2: "Why Johnny Can't Read?".
Track B1 entitled on label as: "Ship Arriving Too Late to Save a Drowning Witch".
It was issued on CD by EMI with The Man from Utopia on the same disc, and separately by Barking Pumpkin, and later Rykodisc.
It also had a release on 8 track tape.

"Valley Girl" was Zappa's only single that reached the Billboard top 40. The album itself is one of Zappa's highest-charting LPs in the United States, reaching number 23 on the Billboard 200.

Track listing
All songs written and composed by Frank Zappa, except where noted.

Side one
No. Title Length
1. "No Not Now" 5:50
2. "Valley Girl" (Frank Zappa, Moon Zappa) 4:50
3. "I Come from Nowhere" 6:13
Side two
No. Title Length
1. "Drowning Witch" 12:03
2. "Envelopes" 2:46
3. "Teen-Age Prostitute" 2:43
Frank Zappa – Lead Guitar, Vocals
Steve Vai – Guitar (credited as "Impossible Guitar Parts")
Ray White – Rhythm Guitar, Vocals
Tommy Mars – Keyboards
Bobby Martin – Keyboards, Sax, Vocals
Ed Mann – Percussion
Scott Thunes – Bass on "Drowning Witch", "Envelopes", "Teen-age Prostitute", and "Valley Girl"
Arthur Barrow – Bass on "No Not Now" and the first part of "I Come From Nowhere"
Patrick O'Hearn – Bass on the guitar solo in "I Come From Nowhere"
Chad Wackerman – Drums
Roy Estrada – Vocals on "I Come from Nowhere"
Ike Willis – Vocals
Bob Harris – Vocals
Lisa Popeil – Vocals on "Teen-Age Prostitute"
Moon Unit Zappa – Vocal on "Valley Girl"

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