Using takes and rehearsals discarded from the original edit plus interviews made during the shooting, Zappa reconstructs the bizarre story of 200 Motels, one of the most problematic projects in his career. The shooting lasted a week and only a third of the original script was ever used. Director Tony Palmer resigned, asking to not credit him; the orchestra hired to play the background music boycotted the recording sessions. Amid the wreckage, Zappa himself had to take over directing and editing. The whole process is retold here, no words spared or minced.