Frank Zappa (guitar, vocals, drum machine)
Steve Vai (guitar, acoustic guitar)
Ray White (guitar, vocals)
Roy Estrada (vocals)
Bob Harris (boy soprano)
Ike Willis (vocals)
Bobby Martin (keyboards, saxophone, vocals)
Tommy Mars (keyboards)
Arthur Barrow (keyboards, bass, micro bass, rhythm guitar)
Ed Mann (percussion)
Scott Thunes (bass)
Chad Wackerman (drums)
Vinnie Colaiuta (drums)
Craig Steward (harmonica)
Dick Fegy (mandolin)
Marty Krystall (saxophone)

Once upon a time
It was in Albuquerque, New Mexico
There were these girls that worked at the college
The were really cool...
(They thought so anyway)
The would be delighted to tell you how suave they where
At the drop of a hat

There was three of 'em:
One of them thought she was a Beauty Queen...
The other one was a Walking Blow-Job
And then there was this skinny girl...

Oh well...
Some of the guys in the band got together
With the girls from the college
They were having a good time...
(We were in Alburquerque for a couple of days)
But these girls thought they were Hot Shit
'N wouldn't pooch the guys in the band
On the first day, so...
A couple of the guys in the band
Who were desparate for THAT KIND OF ACTION
Kept workin' on 'em for two days
(Which is a waste of fuckin' time anyway...)
So, anyway...
But if that's your idea of a good time, what the hey?

Send those pants up here!
Here's some more!
Okay, good-good!
Traditional cotton...oh, how sweet!
Umf...huh-huh-huh-huhhh...
HERE! Work these!

Anyway...
We're in Albuquerque, New Mexico...
A couple of the guys in the band, who shall go nameless
Because their girlfriends might find out
Decided they were gonna work the wall on these girls
From the college
So, one night...it was the first night
When they were still trying to 'get it in there'
(Ya know what I mean? Huh-huh-huh-huh...)
The skinny girl, she says to one of the guys in the band
She says, well, to several of the guys in the band
And one of the T-shirt guys too...
";HEY! LET'S GO SKINNY-DIPPING!";
At two o'clock in the morning at the pool at the hotel
That's right, your heard right,
Two o'clock in the morning, pool at the hotel...
It was so fun...
But the water was very, very cold!
So they go out there and the girl who was really skinny
'N' probably totally insensitive to climatic changes
Took all of her garments off and she jumped in the pool
And she says, ";HEY GUYS! COME ON IN!";
Well, one of them did...
The other one was too smart for that shit
So him and the T-shirt guy say by the edge of the pool
And when the girl who was really skinny
(And insensitive to climatic changes)
Took off her clothes and jumped in the pool
She threw her pants over there by the little table

Well, one of the guys in the band picked up het panties
(He told me later the stuff in the bottom
Was like punching an eclair...)
Anyhow...there was nothing else to do...

To be continued...