newly recorded dialogue. 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. Zappa recorded new dialogue segments to accompany the original "piano people" recordings. The new dialogue speakers included members of the Ensemble Modern, Moon Zappa, Dweezil Zappa and actor Michael Rapaport. Concept and music 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. The music was conceived as an opera pantomime, and is dark and ominous. 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. 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". Release Civilization Phaze III was the final album Frank Zappa completed before he died. 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. Rykodisc was given the option of distributing the album nationally, 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'". Reception 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." However, some critics felt that the "piano people" narrative did not hold up for a double album. The album won the 1995 Grammy Award for Best Recording Package. Track listing Personnel Frank Zappa –