"Flakes" is a song about incompetence and targets mostly manual workers: mechanics, plumbers, etc. -- these are the flakes in question and "They're lying and lazy." The song is structured in three sections. First is Zappa's explanation of the flake situation in California. Following is a quieter part in which guitarist Adrian Belew sings a convincing impression of Bob Dylan (replete with harmonica inserts between lines) relating his own experience. The last part features Zappa back on vocals, impersonating a "moron," a gullible Californian who actually hires such people -- as a result, his toilet blows up. The riff gets heavier and heavier as the flakes, who are "millions 'n' millions" and "protected by unions," prepare to take over the world. The song ends on the repeated threat "We're comin' to get you" before it segues into "Broken Hearts Are for Assholes."
"Flakes" was first performed early in October 1977. The "Dylan" section was also used as a curtain-rise vamp. Three weeks later the song found what would remain its dedicated spot, squeezed between "I Have Been in You" and "Broken Hearts Are for Assholes" (all three appear in the same order on the 1979 album Sheik Yerbouti). This sequence remained in the live set for a year, until September 1978. The song resurfaced alone on rare occasions in 1980 and 1982. The album version uses live basic tracks and lots of overdubs, including the first appearance of the "One, two, three, four" shout that will reappear in the next songs. Zappa did not release other recordings of "Flakes," but the official bootleg Saarbrucken 1978 includes it.