Frank Zappa had been signed to Verve/MGM Records when he conducted the 50-piece Abnuceals Emuukha Electric Symphony Orchestra for Capitol Records. A lawsuit followed, and Zappa reworked Lumpy Gravy into its popular incarnation as a bizarre classical work with spoken-word pieces spliced throughout. The tape edits were done with an ear toward the unexpected; Zappa's interest in the works of composers John Cage, Edgard Varèse, and Igor Stravinsky can be heard in the experimental tonal structures and the found sounds that drop into the scheme with seemingly casual indifference. The pieces are credited as two sides of the album, but there are actual subtitles to everything, including the classic "The Way I See It, Barry," "Switching Girls," "At the Gas Station," "Drums Are Too Noisy," and "Take Your Clothes Off" (an instrumental draft of the song "Take Your Clothes Off When You Dance," which soon appeared on the We're Only in It for the Money album).