Interview with Dave McMacken – Frank Zappa’s Over-nite Sensation Album Cover

Interview with artist Dave McMacken on the making of the cover of the Frank Zappa album titled Over-Nite Sensation, released in 1973 on DiscReet Records.

Dave McMacken's artwork for Frank Zappa's Over-Nite Sensation (1973)

Dave McMacken’s artwork for Frank Zappa’s Over-Nite Sensation (1973)






I credit my brother Bob for introducing me to Frank Zappa. Forty years ago this year, while I was engrossed in my Black Sabbath, Mahavishnu Orchestra and Santana albums, Bob was happy to memorize every word of his George Carlin and Frank Zappa records and, since we had to share the stereo (located on top of my mother’s player piano), I listened (and learned) while Bob would play Over-Nite Sensation almost endlessly.

I’d always been attracted to bands whose lyrics included doses of comedy and nod-nod wink-wink innuendo (beginning with The Kinks and, later on, The Sex Pistols), but this Zappa album was the first one where I just could not believe that I was hearing what I was hearing (and, at the same time, praying that my Mom was not listening closely as well). He goofed on TV programmers, Montana ranchers and sex, but these parodies were laid on top of really impressive musical underpinnings – the Mothers band augmented by virtuosos including George Duke on keyboards and Jon-Luc Ponty on violin – and so the total package resonated with me in ways unlike anything I’d heard before.

The record proved to be much more popular to the mainstream AOR audience (than the 16 records he’d released since his 1966 debut titled Freak Out!) and, therefore, became FZ’s first gold-selling LP. Of course, this popularity confused those self-appointed protectors of pure Zappa-ness (who branded the record as being too commercial – I mean, he’d go on to perform “I’m The Slime” on SNL, for goodness sakes! – Click here to view ), while others who’d always appreciated his clever word-play thought he’d abandoned the Intelligentsia to gleefully muck about in some of the slime he was singing about. Whatever. I just thought that he was having fun (while telling you exactly what he was thinking/fantasizing about) which is, after all, the reason most of us joined bands in the first place.

Another thing about Zappa was clearly illustrated by the artwork he commissioned for this record – he appreciated the opportunity to use the record’s packaging to give fans even more to talk about along with his music and lyrics. I touched on his portfolio of cover art several years back during my interview with Jerry Schatzberg about the hilarious Sgt. Peppers parody he helped produce for We’re Only In It For The Money and have long been a fan of Cal Schenkel’s body of work but, just as the composer’s music would continue to take new and exciting turns, so would his cover art.

To continue this tradition of album art excellence, they (Zappa and Schenkel) would turn to the illustrator that had helped them with the promo artwork for the soundtrack album for 200 Motels, artist Dave McMacken. Dave had recently set out on his own after a somewhat messy break-up with his former studio-mates, so this opportunity couldn’t have come at a better time, and Dave was up for something new and exciting in his career. As you’d expect, the job – and the resulting image – pushed cover art – and the illustrator – to new extremes, so if you’d like to learn the story behind “the making of” Over-Nite Sensation, “don’t touch that dial”!

In the words of the artist, Dave McMacken (originally interviewed April, 2010) –

After getting out of the Art Center College of Design in LA in 1967, I joined up with Craig Butler, Art Snyder and Patti Mitsui to form a design studio called “The Institute For Better Vision”. We specialized in rock music and film projects and did a number of projects together including Sweetheart of the Rodeo and Dr. Byrds & Mr. Hyde for The Byrds, Pickin’ Up The Pieces for Poco and, finally, all of the promo graphics – including the record cover, billboards, movie poster and whatever – for Frank Zappa. At this point in time, Bizarre Records was becoming Discreet Records and Cal Schenkel was Frank’s in-house artist. Frank and Cal were putting the wraps on 200 Motels and were looking for an artist to help them, so we heard about it and met up at Murakami Wolf Swenson Films in Hollywood – just off Sunset Boulevard – and showed Cal my work.

They decided to try me and asked me to do a comp of a section of the cover that would feature Frank in a “pulp-style look”, looming over the populace and “bingo”, 200 Motels (Editor’s note – this comp would later be reworked to be used as the cover of the Zappa EP for Rhino titled Rare Meat, see image, below).

200 Motels collage by Dave McMacken

200 Motels collage by Dave McMacken






Cal was a very calm character, a great artist for Frank, and I was honored to work with him, FZ and Murakami Wolf Swenson Films. Cal and I bumped into each other all of the time while he was doing animations and I was doing backgrounds. Zappa always amazed me – he was very disciplined, stern and could be abrupt – but his talent dropped my jaw. One time, he and Gail invited me to dinner and he took me to his basement studio and showed me his quadraphonic sound system and all his guitars, drums and pianos. Gail kind of scared the crap out of me and I had to bail to go feed my dogs. 200 Motels turned out that that was my last work with “The Institute”, because right after the movie project was done, we dissolved the company then and there during an argument that included throwing furniture and each of us calling the others all kinds of cool names.

Rare Meat poster by Dave McMacken

Rare Meat poster by Dave McMacken









Fast forward a couple of years and Frank calls and asks if I want to paint another cover for him. I nearly fell off my chair. He wanted to get started immediately and so that night I listened to a truly bizarre take of the scene that Zappa imagined. In fantastic detail, he proceeded to tell me the story of Over-Nite Sensation and that the cover painting was to be done in a formal, realistic “Dutch Master” style, with the objects in the painting to be portrayed as visual elements from the story.

The painting captures a moment in the life of a band roadie on tour, with “Over-Nite Sensation” being a reference to the horniness of bands on the road. The space we’re looking at is in a true perspective, but they’re in a mirror and the object on the viewer’s side are in reverse. Our focal object is a grapefruit, the symbol of a sexual object, and the grapefruit’s been penetrated, with “cum” oozing out of it. The fire extinguisher symbolizes the completion of the act of intercourse, and even the frame is a sexual fantasy, starting off in gold and going to rot. All of the other items – the Holiday Inn, the food, maps and oozing TV – represent the doldrums of being on the road.

I took tight notes during this session – I wasn’t given a written assignment or description – and worked on this painting for 2 months, meeting many times with Frank to discuss the work in progress. I started with a pencil and it evolved as we went along, with Frank adding more as “more was always better”- it is really cool when the musical act is also the Art Director and owns the production company! During the process, we had one meeting with Chris Whorf at Warner Brothers just to include the record company at some stage during the development and I showed him the pencil sketch I’d done. He loved it and picked it up and was going to leave with it to use it as the final art. In hind-sight, it might not have been such a bad idea, but there was no way that I was going to miss out on the fun I was having, so I retrieved the sketch and went “off to Illustrationland” to continue my work. I did the final painting using casein paints, which were a cool mixture of oils and acrylics and had the lovely aroma of vanilla. They later discontinued these paints and I new paint exclusively in acrylics – they’re way less fussy.

In the end, I had all the time I needed, and that helped this job become one of my favorite experiences ever. Since we all knew each other, this post-200 Motels life was easy. Cal and I became good friends, with both of us living close-by in LA. I loved the rock scene and even though Frank was all business, all the time – in the art and in the music – I’d show up at Frank’s studio in Glendale and offer him a beer – which he never accepted – and I’d get to work, hanging around listening to The Mothers rehearse. Frank would show George Duke how to lay down some music and then jump over to Aynsley Dunbar’s drum kit to do the same – prodding and pushing them to produce what he wanted – really fun stuff but, at times, it was a bit much for me. My black lab “Shakespeare” was a buffer for my shyness, since she loved all of the attention, but sometimes I just wanted to finish my work and go home…

When I was done with the project and my clients were happy, I looked back on the time I’d spent with everyone associated with Frank Zappa and realized that the experience would have a colossal effect on my work going forward. It indeed has lasted all of my life – I worked for Frank Zappa – there’s no need to say anything more.

About the artist, Dave McMacken

Photo of artist Dave McMacken

Photo of artist Dave McMacken







Dave left Newport, OR in the Fall of 1963 and rode the Greyhound to Los Angeles to attend the Art Center College of Design, graduating in 1967. He started his career in advertising as a junior art director at Sinay/Lipson in Hollywood, during which time his college draft-deferment status came to an end and, with the prospect of Vietnam looming in every young man’s lives, he applied for C.O. status and the draft board in Newport granted his request, sending him to work as a psychiatric tech at LA County Hospital for two years. Afterwards, he met up with his college buddies and started “The Institute For Better Vision”.
After The Institute split up, Dave took on a number of freelance assignments for clients such as Peter Whorf (ABC Jazz), Chris Whorf at Bizarre (Frank Zappa, Bootsy Collins), Nancy Donald and Tony Lane at Columbia (Weather Report, Flo & Eddie) and Roland Young at A&M Records (Tom Scott, Louis Armstrong, The Tubes, Peggy Lee, The Carpenters, Horizon Jazz, etc.). It was also at A&M that he met his wife, Judy, who worked as a creative secretary for the Art department there.

Other album cover projects of note include AC/DC’s Ballbreaker, Warrant’s Dog Eat Dog, Freak Show for The Bullet Boys, Black Market for Weather Report, Reel Music for The Beatles, The Joker for Steve Miller, 1941 for Steven Spielberg’s film of the same name, and Leftoverture for Kansas. He also did work for The Temptations, Jackyl, Bedlam and The Beachboys.

Non-music clients have included the JWT, Y&R and Arnold advertising agencies; Apple Computer, Microsoft and E/A in consumer electronics, Harper Collins and Simon & Schuster in books, and a large number of travel posters for various locales’ tourist bureaus. His film work includes assignments painting backgrounds for the animated films Puff The Magic Dragon and FernGully:2.

Dave continues to turn out stunning graphics for a wide range of customers world-wide, including campaigns for BMW Motorcycles, Big Time Records and BBC Channel 4 in London. A couple of years ago, he returned to his roots in the Pacific NW and now lives in picturesque Astoria, OR with his wife and a pack of dogs. To see more of his work, please visit Dave’s web site at

About this interview –

Our ongoing series of interviews will give you, the music and art fan, a look at “the making of” the illustrations, photographs and designs of many of the most-recognized and influential images that have served to package and promote your all-time-favorite recordings.

In each interview feature, we’ll meet the artists, designers and photographers who produced these works of art and learn what motivated them, what processes they used, how they collaborated (or fought) with the musical acts, their management, their labels, etc. – all of the things that influenced the final product you saw then and still see today.

We hope that you enjoy these looks behind the scenes of the music-related art business and that you’ll share your stories with us and fellow fans about what role these works of art – and the music they covered – played in your lives.

All images featured in this story are Copyright 1971 – 2013 David B McMacken/McMacken Graphics – All rights reserved. Except as noted, all other text Copyright 2010 and 2013 – Mike Goldstein, ( & RockPoP Productions – All rights reserved.

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