Billy Breathes is the sixth studio album by American rock band Phish, released by Elektra Records on October 15, 1996.

The songs "Free", "Taste", "Cars Trucks Buses", "Theme from the Bottom", "Billy Breathes" and "Prince Caspian" were debuted in concert by Phish over the course of 1995, with the remaining songs not appearing in the band's concert repertoire until after the album's release.

[13] The album and its title song were named after guitarist Trey Anastasio's daughter Eliza, who was nicknamed "Billy" as an infant.

Phish frontman Trey Anastasio recalled in a 1997 interview that the cover came together very quickly on the last day of recording.

Upon release, Rolling Stone said that Billy Breathes is "a quiet gem of an album" that confirms Phish "is much more than a jam band from Burlington, Vermont.

[17] Early song ideas came from a scuba diving trip that Trey Anastasio and Tom Marshall went on in the Cayman Islands in January 1996.

The album was recorded between February and June 1996 at the now defunct Bearsville Studios in the Catskills region of New York state.

Early recording started February 1, with the band intending to produce the album themselves with engineering by John Siket.

The first recording project was an attempt to create a sonic "blob" that filled an entire reel of tape.

Rough mixes included the songs "Free", "Grind", two versions of "Strange Design", "Swept Away/Steep", "Talk", "Waste" and "Weekly Time".

Phish performed at the New Orleans Jazz & Heritage Festival in April and then returned to Bearsville on May 1 to resume recording.

On June 6, 1996, near the end of the sessions, the band played a surprise show in the neighboring town of Woodstock at a local bar called Joyous Lake.

"[21]The song "Strange Design", which the band had been playing live since May 1995, was recorded during the Billy Breathes sessions but was left off the album.

The band was touring in Europe at the time and made the painful decision there – in Italy or France I think.