"Who could imagine that they would freak out in Kansas?" sings Frank Zappa on "It Can't Happen Here," a snippet of music attached to the end of "Help I'm A Rock". Anyone ever think that Zappa knew something back in 1966 that no one else could see?

Freak Out!, the debut release from Zappa and his band The Mothers Of Invention, presented listeners with a duality that Zappa would fight with throughout his career. On one side, you had the serious musician who wanted to make a statement about the condition of the world he lived in while staying true to the roots of rock music that he grew up on. On the other side, you had a writer who dared to push the envelope regarding music and social mores.

It's not always the easiest disc to listen to, even if it's the 50th time you've heard it. But it's an essential disc to own. Freak Out! captures a snapshot of rock music as it was about to shift direction, while providing some kind of a roadmap for Zappa's future career. No, it's never a clear picture, but once you understand what this disc is all about, it's a little easier to understand why Zappa made a certain musical shift when you pick up a different album in his vast discography.

Musically, this is a much more solid album than some people might want you to believe. Admittedly, you always have to approach the material with tongue firmly planted in cheek; songs like "Wowie Zowie," "Motherly Love" and "You Didn't Try To Call Me" all have an underlying sense of humor while surrounded with well-written and well-performed (if not just a tad loosely performed) songs. If you're looking for Zappa the guitar hero on this disc, you will be somewhat disappointed; Zappa allows most of the band to carry this project through, while allowing orchestral lines to take the lead instead of his guitar riffs often. In all fairness, this tactic actually works better for songs like "I'm Not Satisfied," "How Could I Be Such A Fool" and the like.But there are early signs of Zappa the experimentalist even on this first album, and while it's occasionally shocking to hear where he throws these moments (such as right at the end of "I Ain't Got No Heart" - though I love the contrast it presents) and sometimes challenges the listener (such as the 12-minute piece "The Return Of The Son Of Monster Magnet"), it does paint Zappa in a unique light. He might show his love for the doo-wop he grew up on in many of these songs, but Zappa also recognized that music was supposed to challenge the listener, the artist, and the musician alike. If you feel like you're not getting into it on the first listen, don't feel discouraged; there are still parts of "The Return Of The Son Of Monster Magnet" I don't quite get. (Just asking: is the sound effect of a woman in orgasm a snippet from the infamous tape that landed Zappa in jail earlier in the '60s? Even though I knew these sound effects were there, it made listening to this one at the office rather difficult.)

What's interesting about Freak Out! is that how you view this album might depend on whether it's the first you've heard of Zappa or you're buying it after hearing albums like Bongo Fury or Sheik Yerbouti. I think this was about the fifth or sixth Zappa album I bought, having fully digested Sheik Yerbouti and loving every deranged minute of it... and I admit it was a bit of a culture shock to me. But the more I've listened to this disc over the years, the more I've understood the times it was recorded in and what Zappa was possibly trying to accomplish with this disc. (I also admit that this isn't the kind of disc you just yank off the shelf to pass an hour; you really have to be in the mindframe and the mood for it. I might not listen to this one often, but when I do, they're quality minutes.)

Freak Out! is not your typical rock and roll album... but then again, Zappa was not your typical rock artist. No matter where you are on the road to discovering all things Zappa, this disc is sure to challenge you. Somehow, I think that Frank would definitely be smiling about that.

Rating: B

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