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Shut Up 'n Play Yer Guitar, a project consisting of Shut Up 'n Play Yer Guitar, Shut Up 'n Play Yer Guitar Some More and Return of the Son of Shut Up 'n Play Yer Guitar, is a series of albums by Frank Zappa. Released as separate albums in May 1981 on Barking Pumpkin Records, it was subsequently reissued as a triple album box set in 1982.

As the title implies, the album consists solely of instrumentals and improvised solos, largely performed on electric guitar. The album series was conceived after Zappa shelved a proposed live album, Warts and All, and two tracks intended for that album appear on this series.
The individual Shut Up 'n Play Yer Guitar albums and box set have been well received by critics, and Zappa subsequently produced two more albums focusing solely on guitar-oriented music: Guitar (1988) and Trance-Fusion (posthumously released in 2006).

After the release of Joe's Garage, Frank Zappa set up his home studio, the Utility Muffin Research Kitchen, and planned to release a triple LP live album called Warts and All. As Warts and All reached completion, Zappa found the project to be "unwieldy" due to its length. Zappa later conceived the Shut Up 'N Play Yer Guitar series, which contained two tracks originally prepared for Warts and All.

The album is entirely instrumental and features mainly guitar solos, hence the title. It is, however, interspersed with brief verbal comments between tracks, many of which were originally intended for the scrapped album Läther. Each disc is titled after a variation on the album's name, which is shared with the title track found on each respective disc.

Most solos on the album are culled from live performances of previous Zappa songs. The three title tracks are derived from successive renditions of "Inca Roads"; various other solos were taken from readings of "Conehead", "Easy Meat", "The Illinois Enema Bandit", "City of Tiny Lites", "Black Napkins", "The Torture Never Stops", "Chunga's Revenge", and "A Pound for a Brown on the Bus". "Ship Ahoy" was the coda from a performance of "Zoot Allures" the first part of which appears on You Can't Do That on Stage Anymore, Vol. 3.

The final track, "Canard du Jour", is a duet with Frank Zappa on electric bouzouki and Jean-Luc Ponty on baritone violin dating from a 1972 studio session.

Some of the solos from these albums are featured in written form in The Frank Zappa Guitar Book.

Release history
The album was released in 1981 as three separate volumes. After the album's success, Zappa decided to reissue it as a box set with different artwork (with the original US LP covers now being used as inner sleeves) and with liner notes including a review of the original three-volume edition. It was issued on CD by Rykodisc in 1986 as a two disc set and again in 1995 as a three disc box. There is a widely held belief that the order of the tracks "Shut Up 'n Play Yer Guitar" and "Shut Up 'n Play Yer Guitar Some More" were swapped on the two disc set; in fact, this is not the case. The source of the confusion may be the back cover of the 2-CD set, which lists the two tracks as swapped. The inside booklet, however, lists the tracks in correct order, and the actual track timings and contents confirm that "Shut Up 'n Play Yer Guitar" (5:38) is on disc 1 and "Shut Up 'n Play Yer Guitar Some More" (6:53) is on disc 2.
The album was well received by critics. Reviewing the album's double CD incarnation for AllMusic, Sean Westergaard wrote, "Frank Zappa was one of the finest and most underappreciated guitarists around. This is an album that should be heard by anyone who's into guitar playing." Another writer for the website, Lindsay Planer, similarly appraised the individual releases Shut Up 'n Play Yer Guitar Some More and Return of the Son of Shut Up 'n Play Yer Guitar, writing of Some More, "it is certainly a wonderful place for interested parties to commence their discovery of the (dare say) many moods Zappa imbued in carefully constructed yet thoroughly improvised compositions such as the seven found here." In regard to Return of the Son, Planer wrote that Zappa "saved some of his best offerings Zappa pours his expansive ideas onto the soundscape with a certainty and purpose that is simply unmatched in terms of passion and inspiration."

The album's success led Zappa to produce two more albums solely consisting of guitar solos: Guitar, which was released in 1988, and Trance-Fusion, released posthumously in 2006. Additionally, Zappa assembled the compilation The Guitar World According to Frank Zappa for Guitar World magazine. In 1997, Dweezil Zappa assembled another compilation of Zappa's guitar-based songs and solos, Frank Zappa Plays the Music of Frank Zappa: A Memorial Tribute.

Track listing
All tracks written by Frank Zappa except "Canard du Jour" which was improvised by Zappa and Jean-Luc Ponty
Shut Up 'n Play Yer Guitar
Side one
No. Title Length
1. "five-five-FIVE" (guitar solo from "Conehead") 2:35
2. "Hog Heaven" (guitar solo from "Easy Meat") 2:46
3. "Shut Up 'n Play Yer Guitar" (guitar solo from "Inca Roads") 5:35
4. "While You Were Out" 6:09
Side two
No. Title Length
5. "Treacherous Cretins" 5:29
6. "Heavy Duty Judy" 4:39
7. "Soup 'n Old Clothes" (guitar solo from "The Legend Of The Illinois Enema Bandit")

Shut Up 'n Play Yer Guitar Some More
Side one
No. Title Length
1. "Variations on the Carlos Santana Secret Chord Progression" (guitar solo from "City of Tiny Lites") 3:56
2. "Gee, I Like Your Pants" (guitar solo from "Inca Roads") 2:32
3. "Canarsie" 6:06
4. "Ship Ahoy" (coda from "Zoot Allures") 5:26
Side two
No. Title Length
5. "The Deathless Horsie" 6:18
6. "Shut Up 'n Play Yer Guitar Some More" (guitar solo from "Inca Roads") 6:52
7. "Pink Napkins" (guitar solo from "Black Napkins") 4:41

Return of the Son of Shut Up 'n Play Yer Guitar
Side one
No. Title Length
1. "Beat It with Your Fist" (guitar solo from "The Torture Never Stops") 1:39
2. "Return of the Son of Shut Up 'n Play Yer Guitar" (guitar solo from "Inca Roads") 8:45
3. "Pinocchio's Furniture" (guitar solo from "Chunga's Revenge") 2:04
4. "Why Johnny Can't Read" (guitar solo from "Pound for a Brown") 4:04
Side two
No. Title Length
5. "Stucco Homes" 8:56
6. "Canard du Jour" 10:12
4. "Why Johnny Can't Read" (guitar solo from "Pound for a Brown") 4:04
Side two
No. Title Length
5. "Stucco Homes" 8:56
6. "Canard du Jour" 10:12
Roy Estrada: Vocals
Frank Zappa: Lead Guitar, Bouzouki
Denny Walley, Ray White, Ike Willis, Steve Vai: Rhythm Guitar
Warren Cuccurullo: Rhythm Guitar, Electric Sitar
Jean-Luc Ponty – Baritone Violin
Tommy Mars, Bob Harris, Peter Wolf, Andre Lewis, Eddie Jobson: Keyboards
Patrick O'Hearn – Bass, Dialogue
Arthur Barrow – Bass
Vinnie Colaiuta – Drums
Terry Bozzio – Drums, Dialogue
Ed Mann – Percussion

Frank Zappa – Arranger, Composer, Conductor, Producer
Kerry McNabb – Engineer
Steve Nye – Engineer
Jo Hansch – Mastering
John Swenson – Liner Notes
John Livzey – Photography
John Vince – Graphic Design
Bob Stone – Remixing
Joe Chiccarelli – Engineer, Mixing, Recording
George Douglas – Engineer
Tom Flye – Engineer
Mick Glossop – Engineer

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