Various people contributed to these sessions, including Eric Clapton, Rod Stewart and Tim Buckley. The "piano people" experiment involved Zappa having various speakers improvise dialogue using topics offered by Zappa. 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. 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. 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. The album's themes include personal isolation and nationalism.
The storyline of Civilization Phaze III involves a group of people living inside a piano, and the menacing reality of the outside world. 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. 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. 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. It was the first studio album of new material from Zappa since 1986's Jazz from Hell. Civilization Phaze III is the sixty-third album by Frank Zappa, released posthumously as a double album on October 31, 1994.
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