Who Are the Brain Police?

Zappa's liner note says that at five o'clock in the morning someone kept singing it in his mind and made him write it down, and that he was frightened when he finally played it out loud and sang the words. He told Bruce Pollock in 1975 that he was in the kitchen of the Bellevue Avenue house, working on another song, and it was as if someone stood over his shoulder telling him the lyrics.

It was the second song recorded for the album, after Any Way the Wind Blows. Zappa played it on a Fender Stratocaster through a Fender Deluxe amp with a fuzz-tone, and said Wilson phoned the record company as soon as he heard it. AllMusic has described a slow waltz beat under a chorus of living-dead voices, a fast-paced bridge, and a coda with a kazoo solo. Mojo called it one of the scariest songs to emerge from the rock psyche. In a 1988 interview Zappa said many people police their own brains, and he called that vigilante brain policism. Ray Collins told Uncut it is about mind control.

Verve paired the song with Trouble Comin' Every Day on a 1966 single. Camper Van Beethoven recorded a version for a 2000 rarities compilation, and the Ed Palermo Big Band, Monks of Doom and the Molecules have also covered it.