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Music / Civilization Phaze III

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"Listening to it, it feels like Frank was trying to cram as many musical ideas as possible, one after the other, into this piece. It's very thick and dense and overpowering as a listening experience. Even if you think you know Frank Zappa's music, I don't think anybody could be sufficiently prepared for the powerhouse that this thing represents. This music should finally get Zappa taken truly seriously as a composer."

Civilization Phaze III is the 36th and final album by Frank Zappa, posthumously released on Halloween 1994. Much like Lumpy Gravy (1968), to which Civilization is a sequel, the album switches back and forth between instrumental music and dialogues between people. The storyline, like that of Lumpy Gravy, follows a group of people living inside a piano talking about the outside world. The dialogue was mostly recorded during the same sessions as the Lumpy Gravy dialogue (some additional dialogue was recorded in 1991) and even contains some of the same portions. The main musical difference between the albums are that the music here is (mostly) performed on Synclavier here and tends to be longer than the musical intermezzos on "Lumpy Gravy".

Sadly, Zappa passed away before the album's completion, having spent the final years of his life putting it together. It was released ten months after his death, solely as a mail order album. It is seen as one of his best works, a crowning achievement in his entire career, and a perfect Grand Finale for one of the most influential and prolific avant-garde musicians of the 20th century.


Act One

  1. "This Is Phaze III" (0:47)
  2. "Put a Motor in Yourself" (5:13)
  3. "Oh-Umm" (0:50)
  4. "They Made Me Eat It" (1:48)
  5. "Reagan at Bitburg" (5:39)
  6. "A Very Nice Body" (1:00)
  7. "Navanax" (1:40)
  8. "How the Pigs' Music Works" (1:49)
  9. "Xmas Values" (5:31)
  10. "Dark Water!" (0:23)
  11. "Amnerika" (3:03)
  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)

Act Two

  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" (8:18)
  20. "That Would Be The End of That" (0:35)
  21. "Beat the Reaper" (15:23)
  22. "Waffenspiel" (4:05)


  • Frank Zappa: composer, conductor, producer, editor, voice in recording booth.
  • The Ensemble Modern: orchestra
  • "Spider" Barbour, "All-Night John", Jim "Motorhead" Sherwood, Roy Estrada, Louis "the Turkey" Cuneo, Monica, Gilly Townley, two anonymous girls, Moon Unit and Dweezil Zappa, Michael Rapaport, Ali N. Askin, Catherine Milliken, Walt Fowler, Todd Yvega, Michael Svoboda, Michael Gross, William Forman, Uwe Dierksen, Stefan Dohr, Daryl Smith, Franck Ollu and Hermann Kretzschmar, Artis the Spoon Man, Kaigal-ool Khovalyg note : voices.

Beat The Troper

  • Album Title Drop: The first line on the album is:
    This is Phaze III
  • Alliterative Title: "Attack! Attack! Attack!"
  • Animal Motifs: Pigs, ponies and kangaroos play an important part on this record. "Navanax" is a reference to navanax, a genus of sea slugs.
  • Annoying Laugh: Louie the Turkey's obnoxious laughter.
  • Bilingual Bonus: "This Ain't CNN", "This Is All Wrong" and "You're Just Insultin' Me, Aren't You!"
  • Bogey Man: Mentioned during "Attack! Attack! Attack!"
  • Book Ends: Zappa's solo debut Lumpy Gravy was instrumental music intercut with dialogues recorded underneath a piano. This album continues the same concept.
  • Broken Record: During "Someplace Else Right Now" the line "Where would you like to be?" is repeated five times in a row.
  • Call-Back and Continuity Nod:
    • The album uses some dialogue quotes from Lumpy Gravy. Pigs and ponies are mentioned during "A Very Nice Body", "Dark Water!", "I Wish Motorhead Would Come Back", "This Is All Wrong", "Pigs and Ponies", "This Ain't CNN", "The Pigs' Music", "You're Just Insultin' Me Aren't You!".
    • Motors are mentioned during "This Is Phaze III", "I Wish Motorhead Would Come Back" and "Put a Little Motor in 'Em"
    • "A Pig with Wings" and "How the Pigs' Music Works" are a call back to "Very Distraughtening" and "Just One More Time" on Lumpy Gravy.
    • "This Is All Wrong" mentions leather and plastic, two conceptual continuity items in Zappa's work.
    FZ: The pigs run the city, the ponies run the TV station and you wanted to apply for a job?
    Spider: Some of them wear these jackets that are made out of polished animal skins. It's called leather.
    John: Leather?
    Monica: Oh, and their tight black pants.
    Spider: It's sort of like plastic, only it's made out of animals.
    Larry: It's sad, ain't it?
    Monica: Yeah.
    Larry: Um, you can't win 'em all.
    • "Flowing Inside-Out" mentions the phrase "so that it envelops the bathtub", which was mentioned earlier during "Kangaroos" and "Envelops the Bathtub" on Lumpy Gravy.
  • Classical Music: The music is closer to 20th century classical music.
  • Concept Album: People are underneath a piano where they talk about the menace of the outside world.
  • Death Song: "Beat the Reaper" and "Waffenspiel" are the closing tracks and seem to address Zappa's own death prognosis.
  • Distinct Double Album: Unlike Lumpy Gravy, this album is a double album. There aren't actually that many stylistic differences between the two discs, but the second disc has dialogue segments recorded in 1991, which don't appear on the first disc (both discs also include dialogue segments from 1967).
  • Downer Ending: "Waffenspiel", the last track on the album, consists mostly of sound effects (rain, a barking dog, gunfire; note that rain can be heard through most of "Beat the Reaper" as well). It's generally considered to reflect Zappa's awareness of his own imminent mortality, and the final dialogue (found in "That Would Be the End of That") seems to reflect his final thoughts on the process of artistic creation. Zappa's widow Gail reports that he said of his work on the album, "I've done everything that I can."
  • Epic Rocking: The 18:01 "N-Lite", the 8:08 "Dio fa", and the 15:23 "Beat the Reaper".
  • Fading into the Next Song: Almost the entire album is gapless, connected either with musical cues or dialogue snippets. The only major gap between songs is for the transition between CD 1 and CD 2.
  • Gainax Ending: As seen under Downer Ending, the album closes with four minutes of sound effects.
  • God Is Evil: "Dio fa" is Italian for "God is a liar".
  • Grand Finale: Was consciously crafted as this to Zappa's entire career. It's generally considered that Zappa's awareness of his impending mortality was a major influence on the album.
  • Gratuitous Foreign Language: During "This Ain't CNN", "This Is All Wrong" and "You're Just Insultin' Me, Aren't You!" and "Cold Light Generation" we hear, apart from occasional English, French, Dutch, German and Italian also occasional Turkish. ("This Ain't CNN" contains two instances of Dutch: a line in Flemish dialect, "Ik kan geen woord verstaan", and Dutch, "Die spreekt toch geen normale taal.")
  • Gratuitous German: Heard during "This Ain't CNN" and "This Is All Wrong". The track "Waffenspiel" is German for "gun play".
  • Gratuitous Italian: "Dio fa", a profanity curse used in Piedmont, Italy (it translates roughly to "God is a liar"). Some Italian can also be heard during "This Ain't CNN".
  • Growing Wings: "A Pig with Wings"
  • The Hyena: Louie the Turkey finds everything hilarious!
  • Improv: The majority of the dialogue is improvised.
  • Instrumentals: All music is instrumental.
  • Lampshading: "Have You Ever Heard Their Band?"
    Zappa (from the recording booth): The smoke stands still.
    John: There's some kind of thing that's giving us all these revelations.
    Spider: Yeah, well that's the ...
    John: It's ... It's ... It's this funny voice ... and he keeps telling us all these things and I ... it ... I just thought that before we just thought of these things ... ya know, like just off the wall and out of our heads.
    Spider: No, that's religious superstition.
  • Miniscule Rocking: Several tracks are under thirty seconds in length. Also a subversion, though, as they're more interludes between pieces of music than actual songs.
  • My Country Tis of Thee That I Sting: In "How the Pigs' Music Works" Zappa provides a Take That! towards the traditional morning flag salute in American schools.
    That's the basis of all their nationalism. If they can't salute the smoke every morning when they get up.
  • New Sound Album: It's a full blazed Synclavier album with surreal dialogue intercutting. The listener can't help being aware of a certain melancholy while Zappa recorded this album, knowing that he would soon die. This gives it a more predominantly serious atmosphere not heard on Zappa's other albums.
  • One Dialogue, Two Conversations: Several conversations are so surreal that people sometimes seem to be talking about the same topic, but one line later appear to be going on about something totally unrelated.
  • One-Man Song: "Gross Man".
  • One-Word Title: "Oh-Umm", "Navanax" and "Amnerika".
  • Outgrown Such Silly Superstitions: The instrumental track "Religious Superstition".
  • Questioning Title?: "Have You Heard Their Band?", "Why Not?", and "You're Just Insultin' Me, Aren't You!" (though the latter is also a subversion since it replaces the expected question mark with an exclamation mark instead).
  • Product Placement: "A Very Nice Body" and "Religious Superstitions" mention a Steinway piano. During the latter track a "Baldwin" and "Wurlitzer" are mentioned too. "This Ain't CNN" mentions CNN (as the tile implies) and MTV Raps.
  • Real Life Writes the Plot:
    • "Reagan at Bitburg" is a reference to Ronald Reagan's controversial 1985 visit to Bitburg, Germany, where he lay down a laurel wreath on the graves of fallen SS soldiers.
    • "Beat the Reaper" and "Waffenspiel" echo Zappa being at death's door when this album was composed and recorded.
  • Record Producer: Frank Zappa.
  • Repurposed Pop Song: Several soundbites appeared earlier on Lumpy Gravy, but are often heard in full unedited versions. The instrumental "Amnerika" was heard before as background music during "That Evil Prince" and "The White Boy Troubles" on Thing-Fish (1984).
  • Shout-Out:
    • Zappa revealed during an interview that he quoted "In the Navy" by Village People during "N-Lite":
    It was put together out of two unrelated sequences. There's a group of notes in front of this one sequence that just happens to sound like "In the Navy", from that The Village People song. You don't realise it until it's gone by, and then- that's "In the Navy"! So that's the "N" and the "Lite" part is this sequence that was basically a bunch of very fast and short synthesizer pockets that had the computer title, "Thousand Points of Light note 
  • Signature Laugh: Louie the Turkey's signature laugh is heard on this album.
  • Singer Name Drop: "I Wish Motorhead Would Come Back".
  • Special Guest: Actor and director Michael Rapaport can be heard during several tracks.
  • Spell My Name with an S: "Amnerika", is spelled with a "n" in the middle.
  • Spiritual Successor: To Lumpy Gravy.
  • Spoken Word in Music: Instrumental music is intercut with dialogues between people.
  • Step Up to the Microphone: Dweezil and Moon Unit Zappa.
  • Stock Sound Effects: "Beat the Reaper" and "Waffenspiel" use sound effects of pouring rain, a barking dog, gun shots and a plane flying over, a car starting up and whistling birds, sounds which become more prominent after the music ends.
  • STD Immunity: "Attack! Attack! Attack!" mentions pubic lice ("crabs").
    Roy: That's why they have a lot of crabs
    Louis: Yes, and um...
    Roy ... A set of crabs?!
    Louis: Crabs are really dangerous, and they r-r-rich as fires and every once in a while you walk in the streets and when I . . . when I heard of these from, from talk from my, from my home here, my piano!
  • Synth-Pop: All music was composed on Synclavier. It's debatable whether this qualifies as pop, though.
  • Time Marches On: Some of the dialogue during "This Ain't CNN" and "This Is All Wrong" mentions stuff that was prevalent during the early 1990s, but nowadays sounds very dated, like pay phones, Jungle Fever, N.W.A, Yo MTV Raps, Public Enemy, Brand Nubian and Big Daddy Kane.
  • Title Drop: Many of the track titles (though by no means all of them) are taken from the dialogue snippets on the album.
  • Toilet Humor: "Oh-Umm"
    Louis: My mother said to me "You're a bad boy, Louis the Turkey. You'd better, you'd you you you'd better go on 'E' and stay on 'E' and you'll never see the world ... you're a bad boy 'cause you you went to the bathroom on the floor!" you know?
    Motorhead: Did they make you clean it up?
    Louis: No, they made me eat it.
    Roy: Ooh.
  • True Art Is Incomprehensible: Discussed In-Universe. "That Would Be the End of That" serves as Zappa's final thoughts on the process of artistic creation and concludes that if creators understood what they were doing, they'd get bored with it; the excitement of the unknown is what lends vitality to art.
    Spider: We can get our strength up by making some music.
    John: That's right.
    Monica: Yeah... yeah.
    John: But the thing is, you know what?
    Spider: What?
    John: We don't even understand our own music.
    Spider: It doesn't, does it matter whether we understand it? At least it'll give us... strength.
    John: I know, but maybe we could get into it more if we understood it.
    Spider: We'd get more strength from it if we understood it?
    John: Yeah.
    Spider: No, I don't think so, because - see, I think, I think our strength comes from our uncertainty. If we understood it, we'd be bored with it, and then we couldn't gather any strength from it.
    John: Like, if we knew about our music, one of us might talk, and then that would be the end of that.
  • Two-Part Trilogy: A strange variant. It's the final part of a trilogy (hence the "Phaze III" part of the title), with the first two parts being We're Only in It for the Money and Lumpy Gravy. However, those two were released more than twenty-five years before Civilization was, and they are also, combined, barely over half the running time of Civilization.
  • Unusually Uninteresting Sight: "I Wish Motorhead Would Come Back"
    Louie: Ah, I wish Motorhead would come back. Oh wow, Motorhead... Motorhead... where are you, Motorhead?
    Roy: He's probably getting eaten by one of those ponies.
  • Where da White Women At?: One of the subplots on disc two implies that Moon Unit's boyfriend, played by actor Michael Rapaport, is African-American; Rapaport's character speaks in African-American Vernacular English, and some of the dialogue implies they're dealing with tensions caused by being in an interracial relationship. Oddly, this is a racial variant of Cross-Dressing Voices, because Rapaport is actually of Russian, Polish, Italian, and Jewish descent.