Billy Breathes is the sixth studio album by American rock band Phish, released by Elektra Records on October 15, 1996. The album was credited with connecting the band, known for its jam band concerts and devoted cult following, with a more mainstream audience. The first single, "Free", was the band's most successful song on two Billboard rock charts, peaking at #11 on the Billboard Mainstream Rock Tracks Chart and at #24 on the Billboard Modern Rock Tracks Chart.Billy Breathes was produced by Steve Lillywhite and recorded at Bearsville Studios in Bearsville, New York between February and June 1996, following Phish's landmark fall 1995 tour. 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. "Bliss" was not played live by the band until December 30, 2018, 22 years after the release of the album.The album and its title song were named after guitarist Trey Anastasio's daughter Isabella, who was nicknamed "Billy" as an infant. The album's cover is a close-up shot of bass guitar player Mike Gordon, the first time that any member of Phish had appeared on an album cover. 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." The album was certified Gold by the Recording Industry Association of America on January 8, 1999.