According to Zappa, the music was mostly written in motel rooms while on tour with the Mothers of Invention. Some of it was later featured in the movie 200 Motels. Although the concert was a success, Zappa's experience working with a symphony orchestra was not a happy one. His dissatisfaction became a recurring theme throughout his career; he often felt that the quality of performance of his material delivered by orchestras was not commensurate with the money he spent on orchestral concerts and recordings.
Later in 1970, Zappa formed a new version of the Mothers (from then on, he mostly dropped the "of Invention"). It included British drummer Aynsley Dunbar, jazz keyboardist George Duke, Ian Underwood, Jeff Simmons (bass, rhythm guitar), and three members of the Turtles: bass player Jim Pons, and singers Mark Volman and Howard Kaylan, who, due to persistent legal and contractual problems, adopted the stage name "The Phlorescent Leech and Eddie", or "Flo & Eddie".
This version of the Mothers debuted on Zappa's next solo album Chunga's Revenge (1970), which was followed by the double-album soundtrack to the movie 200 Motels (1971), featuring the Mothers, the Royal Philharmonic Orchestra, Ringo Starr, Theodore Bikel, and Keith Moon. Co-directed by Zappa and Tony Palmer, it was filmed in a week at Pinewood Studios outside London. Tensions between Zappa and several cast and crew members arose before and during shooting. The film deals loosely with life on the road as a rock musician. It was the first feature film photographed on videotape and transferred to 35 mm film, a process that allowed for novel visual effects. It was released to mixed reviews. The score relied extensively on orchestral music, and Zappa's dissatisfaction with the classical music world intensified when a concert, scheduled at the Royal Albert Hall after filming, was canceled because a representative of the venue found some of the lyrics obscene. In 1975, he lost a lawsuit against the Royal Albert Hall for breach of contract.
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