Civilization Phaze III is the last album of new music Frank Zappa completed before his death in December 1993. It belongs to his corpus of "serious music." The composer has revisited the recordings he made in 1967 of various people talking with their heads inside a grand piano (with the sustain pedal depressed, it made quite a resonating room). These conversations were used in part in the 1968 LP Lumpy Gravy, but here Zappa (with the help of less limiting technology) restructured the comments of the "people living inside the piano" into a quasi-coherent plot. Basically, they are either outcasts or in self-exile from the outer world. They hide from a menacing reality. These spoken bits serve to tie together computer and orchestra music. Compared to his cruder attempts from the mid-'80s (like Jazz From Hell), these pieces sound lush, rich, natural. They still make for a challenging listen but are much more rewarding in the end. "Amnerika," the 18-minute "N-Lite," and the closer "Waffenspiel" stand among the man's best scored music. Disc one is 100 percent Synclavier (a keyboard computer) and 1967 dialogues. Disc two introduces a few orchestral pieces performed by Ensemble Modern and new piano voices recorded in 1991. The whole project was conceptualized as an "opera-pantomime." Zappa's indications put more flesh around the music and provide conceptual continuity clues for the die-hard fans (the booklet also contains transcriptions of all the dialogues). 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.