When an artist, regardless of his significance, lists his favorite musicians and performers it is usually met with little fanfare, as over time the names mentioned are almost certainly going to change. But when Frank Zappa did likewise, and actually published a record of his most important influences on the inside cover of his debut album, it became a road map to the music he was to make over the following forty years. Even in the early 1990s, when asked about his most-loved composer's, musicians and artists, he would repeat names from this, by then legendary, index.

This film explores the musical roots of Frank Zappa by putting "The Freak Out List" under the microscope and tracing the lineage from the most pivotal names therein to the recordings and performances of the man himself.

Featuring rare footage of Zappa and the Mothers plus archive film of Freak Out List artists, exclusive interviews with The Mothers Of Invention's Ian Underwood, Don Preston and George Duke, 1950s Doo Wop legends, The Cadillacs, contributions from Zappa biographers Ben Watson and Greg Russo, Edgar Varese biographer Alan Clayson, experimental modern music historian Professor David Nicholls, soul and R'n'B expert Robert Pruter and many others.