Civilization Phase III – General Notes

By Frank Zappa

Black Page, #41, November, 1993

In 1967, we spent about four months recording various projects ("UNCLE MEAT", "WE'RE ONLY IN IT FOR THE MONEY", "RUBEN & THE JETS", and "LUMPY GRAVY") at APOSTOLIC STUDIOS, 53 E. 10th St. NYC. One day I decided to stuff a pair of U-87's in the piano, cover it with a heavy drape, put a sand bag on the sustain pedal and invite anybody in the vicinity to stick their head inside and ramble incoherently about the various topics I would suggest to them via the studio talk-back system.

This set-up remained in place for several days. During that time, many hours of recordings were made, most of it useless. Some of the people who took the challenge included Spider Barbour (leader of the rock group "CHRYSALIS" which was also recording at Apostolic when we weren't booked in), All-Night John (the studio manager), Gilly Townley (sister of the guy who owned the studio), Monica (the receptionist), Roy Estrada and Motorhead Sherwood (members of the "MOTHERS OF INVENTION"), Louis Cuneo (a guy who used to come to our live shows at the Garrick Theater and laugh like a psychotic turkey), and a few others.

Some of this dialog – after extensive editing – found its way into the "LUMPY GRAVY" album. The rest of it sat in my tape vault for decades, waiting for the glorious day when audio science would develop tools which might allow for its resurrection.

In "LUMPY GRAVY", the spoken material was intercut with sound effects, electronic textures, and orchestral recordings of short pieces, recorded at Capitol Studios, Hollywood, autumn 1966. These were all 2-track razor-blade edits. The process took about 9 months.

Because all the dialog had been recorded in (to borrow a phrase from EVELYN, A MODIFIED DOG) "pan-chromatic resonance and other highly ambient domains", it was not always possible to make certain edits sound convincing, since the ambience would vanish disturbingly at the edit point. This severely limited my ability to create the illusion that various groups of speakers, recorded on different days, were talking to each other. As a result, what emerged from the texts was a vague plot regarding pigs and ponies, threatening the lives of characters who inhabit a large piano.

In "CIVILISATION, PHASE III" we get a few more clues about the lives of the piano-dwellers and note that the external evils have only gotten worse since we first met them. The bulk of the musical material comes from Synclavier sequences (all music in act one). In the second act, the music is a combination of Synclavier (70%) and live performance (30%), along with a new generation of piano people.

The new residents (my daughter, Moon Unit, actor Michael Rappaport, the music preparation assistant for the "YELLOW SHARK" project, Ali N. Askin, my computer assistant, Todd Yvega, and the entire brass section of the Ensemble Modern) were recorded in a Bosendorfer Imperial at UMRK during the summer of 1991. By this time, digital editing technology had solved the ambience hang-over problem, finally making it possible to combine their fantasies in a more coherent way with the original recordings from 1967.


CIVILISATION, PHASE III is an opera-pantomime, with choreographed physical activity (manifested as dance or other forms of inexplicable sociophysical communication.

Plot continuity is derived from a serial rotation of randomly chosen words, phrases and concepts, including (but not limited to) motors, pigs, ponies, dark water, nationalism, smoke, music, beer, and various forms of personal isolation.

All voices and music are pre-recorded, and, to the extent possible, all scenic and lighting changes will be automated, with their cues stored as digital code on a track embedded in the audio master.



The speaking characters all wear over-sized masks, gloves and shoes. They live in an abstracted grand piano, represented by criss-crossed layers of ropes and cables of various thicknesses, painted to resemble piano strings, cubistically interspersed with stylized resonators, hammers, and stretches of sounding board, surrounded by an ebony region suggesting the rim of the piano exterior.

The set should be designed to move and reconfigure itself as the characters who live in different corners of the piano pantomime their dialog, giving the illusion of viewing the action from several imaginary camera angles. Above the piano is a decrepit-looking megaphone apparatus which allows the F.Z. character to address the inmates periodically.

Surrounding the piano are groups of moveable tableau sets, representing various aspects of the threatening exterior universe which has driven our characters to take shelter in this gigantic music box. Dance action occurs primarily in these areas. (These should be on palettes or turntables, facilitating quick scene changes.)

The following is a rough breakdown of the proposed stage activity for each musical scene.

1.    "This Is Phase III"

SPIDER and JOHN introduce the first theme: motors.


A yuppie precision drill team dresses for work in motorized uniforms, eventually engaging in a dance routine featuring ladder climbing, ass-kissing, karate chopping, self-hugging, eventually leading to politics and murder.

3.    "How'd You Get In My Piano?"

LOUIS, ROY & MOTORHEAD discover each other.


The gigantic piano hammers begin to move as the characters dance to avoid them.

5.    "It's Cushioned"

MONICA and LARRY appear in another area.


Lights come up on the left and right tableau sets, each featuring a Christmas tree. The left set shows the yuppie dancers mutating into pigs. The right set has them mutating into ponies. As the transformations are completed, the two groups leave home smash each other in the third tableau (shopping mall) area.

7.    "You Caught Me, Didn't You!"

MONICA and LARRY discuss food.


The shopping mall tableau does a quick change, becoming The Bitburg Cemetery. Ronald Reagan appears and lays a wreath on an SS officer's grave. Within moments the stage is filled with happy dancing Nazi-pigs and Nazi-ponies.

9.    "A Very Nice Body Too"

ROY and LOUIS reminisce about Reagan's personal attributes. SPIDER and JOHN pop up to comment.

10.    NAVANAX

In a corner tableau, representing an old night club, a group of dancers, dressed as Jazzbo-pigs, pretend to perform something avante-garde, miming in bogus rock video style.

11.    "How The Pigs' Music Works"

The first of many pseudo-scientific discussions.


On the opposite side of the stage, pony-clad dancers pretend to eat a Christian Family Values Dinner.

13.    "It's Not Even A Wurlitzer"

A heated discussion concerning what kind of a piano this really is. Eventually a grave is discovered in a distant corner.


The ghost of some former female piano-dweller rises from the grave, dances within the piano structure, leaves it (Peter Pan Style) for a preview visit to the next few tableau sites, finally returning to her resting spot under the resonator.

15.    "Someplace Else Right Now"

Seeing the ghost return, GILLY complains about over-crowding in her part of the piano, but doesn't know where else to go.

16.    GET A LIFE

GILLY does a bad imitation of Martha Graham wrist-to-forehead choreography, hanging from the piano strings and punching back at the hammers as they oppress her.

17.    "A Kayak (On Snow)"

It is now time for GIRL l to recite bad poetry, leading to a short discussion of worms.


The area surrounding the piano is lit to reveal dozens of dancers-as-worms worshipping a stuffed pig, dressed as the Pope, circling the stage on a little motorized wagon.

19.    "A Tunnel Into Muck"

JOHN reveals a problem which seems to plague him during periods of intense excavation.

20.    DIO FA

The piano exterior area is now inhabited by dancers-as-ponies, wearing Catholic religious garments. The Pig Pope is dead. He is upside down now, and his wagon is being towed away. The new Pony Pope is being adored. Dancer-ponies team up to pull his splendid new wagon toward the audience.

21.    "That Would Be The End Of That"

SPIDER and JOHN realize that they don't even understand their own music.


With the thunderclap, various types of inexplicable social actions break out all over the piano. Each of the nine movements within this piece should alternate the focus from piano interior, region by region, with the exterior, region by region. The actions should illustrate the current fetish for life extending or "youthening" trends, including meditation, bizarre diets, pill and algae consumption, violent aerobics, "THE EASY GLIDER", stairsteppers, etc.


Life goes on outside the piano – more rain, excitable dogs, automatic weapons fire, traffic, building demolition, etc. THE REAPER, much to the dismay of the dancers in the previous piece, arrives (when the car door slams) to claim them. ACT ONE ends with a large model of a cropdusting plane, spraying the audience with a toxic substance.

(note BLACK PAGE: nummering klopt: Beat The Reaper bestaat uit negen movements - P.D. [the numbers are correct, Beat The Reaper consists of nine movements])


1.     "Motors'! No! No! No! "

ROY and LOUIS open with more speculation on motors.

2.    N-LITE

This dance shows the exterior world crushed by evil science, ecological disaster, political failure, justice denied, and religious stupidity.

         I. Negative Light

The left tableau is now a mad scientist's laboratory. He has invented negative light and is murdering an assortment of caged animals with it.

3.    II. Venice Submerged

The center tableau shows us dancers dressed as Venetian landmark buildings, vanishing beneath waves of childishly grinding "stage water".

4.    III. The New World Order

The right tableau is a dark city with ragged citizens moving in lines from place to place, supervised by squadrons of uniformed ponies.

5.    IV. The Lifestyle You Deserve

The left tableau is now a courtroom. Pigs are suing each other and dragging away bags of money.

6.    V. Creationism

The center tableau is now a cubistic collage of badly imagined Bible stories, including the Garden of Eden, Noah's Ark, Sodom & Gomorrah, etc. Pig and Pony dancers re-enact these scenes, but interweave them, resulting in an incomprehensible finale.

7.    VI. He Is Risen

JESUS pops up in the middle of all this like a baffled jack-in-the-box. The dancers attempt to worship him, but he casts them away. After examining the mess they have made of his parables, he disposes of them with a holy hand grenade, and leaps into the piano.

8.    "Dark Water!"

The center tableau returns to its Venetian configuration. As the piano characters discuss the meaning of this dark water, JESUS listens nearby.


JESUS leans out of the piano and, with a few mystical hand movements, causes the sunken buildings of Venice to resurface. Rising with them we see large, perversely mutated crabs.

10.    "Attack! Attack! Attack!"

ROY and LOUIS discuss the crabs.

11.    "It's Still Dark In Here"

GILLY is still complaining as two more girls appear to argue with her.


All three tableau areas become part of a game show set, reminiscent of "The American Gladiators". Pigs and Ponies battle each other for exciting cash prizes.

13.    "The Big Note"

With JESUS scratching his head perplexedly nearby, SPIDER gives his version of the origin of the universe.


A whole new area of the piano is lit to reveal another group of characters, arguing about whether or not the piano provides room service.

15.    "Telefon Carte"

JESUS tries to settle the question by pulling a German telephone credit card out of his robe, solemnly reading the text to everyone.

16.    "They're Singing Outside"

The right tableau is reset to the Christmas position. Around it, as if carolling, we see the ghosts of the Creationists roasted by the holy hand grenade, singing badly.


While JESUS pretends to produce a guitar-like sound by manually strumming the giant piano strings, the left tableau (also reset to the Christmas position) is lit once again. Emerging from behind the tree like an ornamental angel, we see a large sow-like creature with angel wings, dancing clumsily.

18.    "You Like The Knicks?"

Beginning with the eternal question about the relative merits of a certain metropolitan sporting organization, Mike and the others engage in banal conversation regarding intestinal gas.

19.    HOT & PUTRID

20.    "Flowing Inside-Out"


22.    GROSS MAN

23.    "Then We Can Sell 'Em Ladders"

24.    "You're Just Insultin' Me, Aren't You!"


26.    "Don't You Get It?"



Frank Zappa

These notes by Frank Zappa, published in the Black Page fanzine by Piet de Doelder, describe the unreleased early version of Civilization Phase III. Read more about this pre-release version and comparison with the final version in Civilization Phaze III - Pre-release Version.

Read by OCR software. If you spot errors, let me know afka (at)