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.

[2] 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.

[2] The storyline of Civilization Phaze III involves a group of people living inside a piano, and the menacing reality of the outside world.

[3] The "piano people" voices primarily consisted of Mothers of Invention bandmembers Motorhead Sherwood and Roy Estrada, Spider Barbour (leader of the rock band Chrysalis), All-Night John (the manager of the studio) and Louis Cuneo, who was noted for his laugh, which sounded like a "psychotic turkey".

[9] 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 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.