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Civilization Phaze III

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Civilization Phaze III
Studio album by
ReleasedOctober 31, 1994
Recorded1967, 1991–1992
LabelBarking Pumpkin
ProducerFrank Zappa
Frank Zappa chronology
The Yellow Shark
Civilization Phaze III
The Lost Episodes

Civilization Phaze III is the sixty-third album by Frank Zappa, released posthumously as a double album on October 31, 1994. It was the first studio album of new material from Zappa since 1986's Jazz from Hell. The album marks the third part of a conceptual continuity that started with We're Only in It for the Money (1968), with the second part being a re-edited version of Zappa's 1967 album Lumpy Gravy. Zappa described the album as a "two-act opera", but in lieu of traditional recitatives and arias, it alternates brief spoken word passages with musical numbers created on a Synclavier using a combination of sampled and synthesized sounds.[2] Much of the sampled material in the second half of the album was originally recorded by Ensemble Modern and other musicians to Zappa's specifications.[2]

The storyline of Civilization Phaze III involves a group of people living inside a piano, and the menacing reality of the outside world. The album's themes include personal isolation and nationalism. Much of the album's improvised dialogue was originally recorded as part of sessions which produced We're Only in It for the Money and Uncle Meat, which contained some dialogue by the same speakers, and some of the dialogue on this album previously appeared on the re-edited version of Lumpy Gravy released in 1968. New dialogue was recorded by Zappa in 1991, and includes similarly improvised dialogue by members of Ensemble Modern, Zappa's daughter Moon Unit and actor Michael Rapaport.


In 1967, while recording We're Only in It for the Money with the Mothers of Invention, Frank Zappa discovered that the strings of Apostolic Studios' grand piano would resonate if a person spoke near those strings. The "piano people" experiment involved Zappa having various speakers improvise dialogue using topics offered by Zappa. Various people contributed to these sessions, including Eric Clapton, Rod Stewart and Tim Buckley.[3] The "piano people" voices primarily consisted of Mothers of Invention bandmembers Motorhead Sherwood and Roy Estrada, Spider Barbour (leader of the rock band Chrysalis), All-Night John (the manager of the studio) and Louis Cuneo, who was noted for his laugh, which sounded like a "psychotic turkey".[4]

In 1992, Zappa recorded The Yellow Shark with the Ensemble Modern orchestra, and sampled their instrumentation with his Synclavier. After revisiting his archives, he decided to create an album which would combine the 1967 "piano people" dialogue, Synclavier music, performances by the Ensemble Modern, and newly recorded dialogue.[5][6] The project began under the title Lumpy Gravy, Phase 3 (with phase one being We're Only in It for the Money and phase two being the 1968 version of Lumpy Gravy), but was later changed to Civilization Phaze III.[7]

Zappa recorded new dialogue segments to accompany the original "piano people" recordings. The new dialogue speakers included members of the Ensemble Modern,[8] Moon Zappa,[9] Dweezil Zappa[10] and actor Michael Rapaport.[9]

Concept and music[edit]

The album's storyline was conceived via improvised dialogue involving a series of randomly chosen words, phrases and concepts, which included motors, pigs, ponies, dark water, nationalism, smoke, music, beer and personal isolation.[11] The music was conceived as an opera pantomime,[12] and is dark and ominous.[13] The Ensemble Modern samples allowed the Synclavier to produce richer-sounding music than Zappa's previous works using the machine, which produced the cruder-sounding music on albums such as Jazz from Hell.[12] University of Washington music theory chair Jonathan W. Bernard suggests that Civilization Phaze III is heavily influenced by Zappa's disenchantment with avant-garde composition and Zappa's acute awareness of his own mortality. Bernard suggests that Civilization Phase III is Zappa's last, greatest attempt at being recognized as a composer of "serious music".[14]


Civilization Phaze III was the final album Frank Zappa completed before he died.[15][16] It was published posthumously by Barking Pumpkin Records on October 31, 1994, solely as a mail order album, with no advertising or promotion; the album subsequently received a strong number of orders from Zappa's fanbase.[13][17] Rykodisc was given the option of distributing the album nationally,[13] but the label ultimately did not distribute it.

The album was also not released with Zappa's other works in the 2012 reissue of his catalog, but it can still be ordered from the artist's official website. "I think it's very much about finishing his life," said his widow, Gail Zappa, in an interview. "After he finished this, he said, 'I've done everything that I can'".[18]


Professional ratings
Review scores
Rolling Stone[19]

AllMusic reviewer François Couture wrote: "It belongs to his corpus of 'serious music'. [...] The original artwork and packaging are stunning and luxurious, a match for the music, some of the most compelling Zappa wrote outside of the rock realm."[12] However, some critics felt that the "piano people" narrative did not hold up for a double album.[6] The album won the 1995 Grammy Award for Best Recording Package.[20]

Track listing[edit]

All tracks are written by Frank Zappa

Act I
1."This Is Phaze III"0:47
2."Put a Motor in Yourself"5:13
4."They Made Me Eat It"1:48
5."Reagan at Bitburg"5:39
6."A Very Nice Body"1:00
8."How the Pigs' Music Works"1:49
9."Xmas Values"5:31
10."Dark Water!"0:23
12."Have You Heard Their Band?"0:38
13."Religious Superstition"0:43
14."Saliva Can Only Take So Much"0:27
15."Buffalo Voice"5:12
16."Someplace Else Right Now"0:32
17."Get a Life"2:20
18."A Kayak (On Snow)"0:28
19."N-Lite: Negative Light/Venice Submerged/New World Order/The Lifestyle You Deserve/Creationism/He Is Risen"18:00
Total length:56:03
Act II
1."I Wish Motorhead Would Come Back"0:14
2."Secular Humanism"2:41
3."Attack! Attack! Attack!"1:24
4."I Was in a Drum"3:38
5."A Different Octave"0:57
6."This Ain't CNN"3:20
7."The Pigs' Music"1:17
8."A Pig with Wings"2:52
9."This Is All Wrong"1:42
10."Hot & Putrid"0:29
11."Flowing Inside-Out"0:46
12."I Had a Dream About That"0:27
13."Gross Man"2:54
14."A Tunnel into Muck"0:21
15."Why Not?"2:18
16."Put a Little Motor in 'Em"0:50
17."You're Just Insultin' Me, Aren't You!"2:13
18."Cold Light Generation"0:44
19."Dio Fa[nb 1]"8:18
20."That Would Be the End of That"0:35
21."Beat the Reaper"15:23
Total length:57:37


  • Frank Zappa – producer, compiler, editor, composer, performer, conductor, liner notes
  • Ensemble Modern – orchestra
  • Dick Kunc – engineer (1967)
  • David Dondorf – engineer (1991)
  • Todd Yvega – engineer (1991)
  • Spencer Chrislu – engineer (1991)
  • Uri Balashov – cover design
  • Command A Studios – art direction
1967 voices
1991 voices

Note and references[edit]

  1. ^ A profanity used in Piedmont (Italy), meaning "God is a liar"


  1. ^ a b Couture, François. "The Yellow Shark Review by François Couture". AllMusic. Retrieved August 13, 2022. The Yellow Shark, an album of orchestral music, was released only a few weeks before he succumbed to cancer (the computer music/sound collage album Civilization Phaze III was released a few months later)
  2. ^ a b Schell, Michael. "Frank Zappa: Civilization Phaze III". Schellsburg. Retrieved August 21, 2018.
  3. ^ James, Billy (October 1, 2002). Necessity Is: The Early Years of Frank Zappa and the Mothers of Invention. ISBN 9780946719518.
  4. ^ Slaven, Niel (November 17, 2009). Electric Don Quixote: The Definitive Story of Frank Zappa. ISBN 9780857120434.
  5. ^ Sitsky, Larry (2002). Music of the Twentieth-century Avant-garde: A Biocritical Sourcebook. ISBN 9780313296895.
  6. ^ a b Morin, Alexander J (2002). Classical Music: The Listener's Companion. ISBN 9780879306380.
  7. ^ Slaven, Niel (November 17, 2009). Electric Don Quixote: The Definitive Story of Frank Zappa. ISBN 9780857120434.
  8. ^ Wilson, Andy (September 2006). Faust - Stretch Out Time 1970-1975. ISBN 9780955066450.
  9. ^ a b Zappa, Frank (1994). "General notes". Civilization Phaze III (Media notes). Frank Zappa. Barking Pumpkin Records.
  10. ^ Schinder, Scott; Schwartz, Andy Schwartz (2008). Icons of Rock: Velvet Underground; the Grateful Dead; Frank Zappa; Led Zeppelin; Joni Mitchell; Pink Floyd; Neil Young; David Bowie; Bruce Springsteen; Ramones; U2; Nirvana. ISBN 9780313338472. Retrieved December 2, 2013.
  11. ^ Zappa, Frank (1994). "Scenario". Civilization Phaze III (Media notes). Frank Zappa. Barking Pumpkin Records.
  12. ^ a b c d Allmusic review
  13. ^ a b c Wheeler, Drew (May 6, 1995). "Preserving Zappa's Legacy: Barking Pumpkin in New 'Phaze'". Billboard. p. 93 – via Google Books.
  14. ^ Jonathan W. Bernard (2011). "From Lumpy Gravy to Civilization Phaze III: The Story of Frank Zappa's Disenchantment". Journal of the Society for American Music. 5 (1). Cambridge Journals: 1–31. doi:10.1017/S1752196310000490. S2CID 192110618.
  15. ^ Bonner, Michael (April 7, 2015). "Frank Zappa's final album gets release date". Uncut Magazine. Retrieved January 21, 2023.
  16. ^ Ross, Harold Wallace; White, Katharine Sergeant Angell (November 1993). "The New Yorker". Retrieved December 2, 2013. {{cite journal}}: Cite journal requires |journal= (help)
  17. ^ Kostelanetz, Richard; Rocco, John M. (April 10, 1997). The Frank Zappa companion: Four decades of commentary. ISBN 9780028646282. Retrieved December 2, 2013.
  18. ^ "Another Tangento Rescue: Zappa's Outermost Phaze By Stephen Homan". www.tangento.net. Retrieved April 2, 2016.
  19. ^ Fricke, David (August 24, 1995). "Civilization Phaze III | Album Reviews | Rolling Stone". rollingstone.com.
  20. ^ "Frank Zappa". November 23, 2020.