
The “A Change of Seasons” EP from 1995, closed a chapter for Dream Theater that went back to those dark days without a deal.
After a short tour to promote the EP, they started writing songs in early 1996 for the follow up album to “Awake”. Derek Sherinian was a full-fledged member and was an extra addition to the song writing team.
Their label East West Records had folded into Elektra. Sylvia Rhone was now the President. Her interest in hard rock music was minimal. Nikki Sixx was also very anti-Sylvia, calling her from the stage on her mobile during Motley Crue concerts and getting the fans to scream “F U Sylvia Rhone.”
As written in the book, “Lifting Shadows” by Rich Wilson, Rhone wanted to drop Dream Theater or to transfer the contract to Warner International, however their success in Europe and Japan was bringing enough dollars to the label, so Elektra decided to keep them. However, they had to come up with more shorter tracks that radio could get behind.
Little did they know, that they would be in development hell for almost a year. Most of the songs they submitted to the label for approval, were met with the request to write more songs. Progressive songs like “Lines In The Sand” and “Trial Of Tears” got a muted response from the label, while songs like “Hollow Years” and “You Not Me” got the label excited.
On top of this was the dissolution of their management team, which had the band divided. Petrucci picked one manager and Portnoy picked the other. Eventually, Petrucci’s choice Rob Shore was selected as the manager and Portnoy’s choice Jim Pitulski went to court to recoup some of his losses.
Further to this, their friend in label hell, A&R Rep Derek Oliver left and his replacement, Josh Deutsch was already fed up with the band. As far as he was concerned, the band was selling enough to not be a liability to the label, so as long as he could get the new record out, they would make numbers.
12 plus months passed before Deutsch gave the go-ahead to record the new album, in March 1997. The list of producers the band submitted was ignored and Kevin Shirley who just did Aerosmith’s “Nine Lives” was hired. Shirley also recommended that the band work with Desmond Child to re-write “You or Me”, resulting in Petrucci being flown down to Florida to work on the song with Child. Following the sessions, the song became “You Not Me”. This infuriated Mike Portnoy as he didn’t like how Desmond Child would re-write one of the songs with just one band member.
Originally, Petrucci and Portnoy wanted to call it “Stream of Consciousness”, but the rest of the band rejected the name although the phrase “Stream of Consciousness” is found in the song “Lines in the Sand” and would later become the title of an instrumental song on “Train of Thought”. Its eventual title was proposed by Petrucci, and its cover art was designed by Storm Thorgerson.
When you write for that long, there is enough material for a double album, but Elektra said the approved budget is for a single album.
As a side note, Portnoy released the double album, when he did the Ytse Jam Records Demo series for the “Falling Into Infinity” demos release. It also got a re-release with Dream Theater’s “Lost Not Forgotten” Archives releases.
If you are a fan of the band, the demo releases are must haves, as you get to hear songs like “Raise the Knife”, “Where are You Now”, “Cover My Eyes”, “Speak to Me”, “The Way It Used to Be”, and “Metropolis Pt. 2”, which was later expanded into its own album and the rest being included on the 1999 fan club CD “Cleaning Out the Closet”.

New Millennium
As soon as the King Crimson inspired intro kicks in with the keys and guitars in harmony, I was hooked. John Myung comes in with a bass riff which is very Tool like and I like the way John Petrucci decorates, very Adam Jones/Tool like.
Mike Portnoy is the lyrical writer here, as he looks at the music industry.
Press play for the Verse Riff. Its heavy, its melodic and its influenced by the times, but it doesn’t sound dated as there is funk and there is groove.
James Labrie cops a lot of flak from fans and I am one of them, but he shows his versatility moving between Peter Gabriel like vocals, to Maynard James Keenan vocals, to Bluesy Paul Rodgers style vocals and yet he makes it all sound hard rock in his own LaBrie way.
Derek Sherinian on the keys is more like Kevin Moore in style.
For an opening track it got my attention.
You Not Me
Musically it’s written by Dream Theater and lyrically it’s done by John Petrucci with small additions from Desmond Child. After hearing the demo of this song, I think Child’s additions are more like Holly Knight’s addition to change the title of “Rag Time” to “Rag Doll” by Aerosmith. The original demo is called “You Or Me”. After Child was involved, it changed to “You Not Me”. The vocal melodies are there on the demo.
The riff is nu-metal before nu-metal was even a thing.
And I like its big Chorus and simple Verse/Chorus structure. I am a hard rock fan first who likes progressive music, so this song is right up my alley.
Peruvian Skies
When they play this song live they go into “Enter Sandman” from Metallica as there a bits in the song that sound like they came from “Sandman”. If you get a chance to check out one of their live performances of this song, do it
Lyrics are written by John Petrucci. He is trying to tell an abuse story of person called Vanessa.
Musically, it’s got the dreamy arpeggios of Pink Floyd, with the metal crunch of Metallica. It’s a potent mix. And I like it.
Hollow Years
The “Live At Budokan” version is “the” version to listen to. This is where the solo is extended to include some shredding from Petrucci and the outro is also extended. One thing that is guaranteed when you watch DT live, is you don’t just get the studio version of the song. Which is a good thing. It irks me when bands play the studio version of a song live. There are no musical conversations happening on stage. For some bands it works, like Metallica and Iron Maiden, as their song structures are very rigid.
It was released as a single and you can tell why. It moves between flamenco-classical style acoustic guitars to a melodic soft rock Chorus. Petrucci wrote the lyrics to the song.
Burning My Soul
Mike Portnoy’s lyrics were inspired by his frustration at their A&R man, Derek Oliver. Once seen as a supporter who got them signed was now seen as a roadblock, a gear in the label machine pushing the label “sign em and drop em” agenda.
Overall, it’s a great song. It’s metallic, with a lot of groove. Metallica wasn’t this heavy during this time.
It also marks the beginning of an excellent middle section of the album, that involves “Burning My Soul”, “Hell’s Kitchen”, and “Lines in the Sand”.

Hell’s Kitchen
Producer Kevin Shirley made the decision to take out the middle section from “Burning My Soul” and turn it into a separate instrumental track.
Which I thank him for as “Hell’s Kitchen” is a 3 minute rollercoaster of emotions. Press play to hear John Petrucci at his melodic best.
Lines in the Sand
Lyrics are written by John Petrucci and press play to hear his guitar lead along with the verse/bridge section after the solo break.
King’s X’s Doug Pinnick also appears but James LaBrie stars here, twisting and morphing his voice across many different musical styles and genres.
At 12 minutes long, it didn’t feel boring at all.
Take Away My Pain
This is Dream Theater doing U2 while U2 was doing electro-techno rock.
Lyrically, John Petrucci writes about the death of his father and he decorates the song like “The Edge”.
And for people who said they sold out by writing a song like this, well they seem to forget that “Another Day”, “To Live Forever” and “Lifting Shadows Of A Dream” are very similar to this. So it was nothing new for Dream Theater to have songs like this on the album.
Just Let Me Breathe
Portnoy is throwing missiles at the music industry with his lyrics here. It deals with the media and how they purely exist to over report and sensationalise tragedy, like the deaths of Shannon Hoon and Kurt Cobain.
The drum and bass intro segues into the guitar riff kicking in. It’s heavy and groovy. Very “Liquid Tension Experiment” like which would come after this album.
Derek Sherinian solos here with Petrucci kicking in some harmonies. Then they trade off each other. Overall, I like the song musically but the vocal melodies didn’t resonate with me, although I do like how Portnoy wanted to try something different with the melodies.
Anna Lee
James LaBrie has a lyrical contribution to a Dream Theater album. The song is a ballad, with a nice piano riff as its centrepiece but it wasn’t a favourite back then nor is it a favourite write now.
Petrucci does deliver a nice solo.
Trial of Tears
I wrote a whole blog post on this song. You can read it here. It’s in three sections but played as one complete 13 minute song. Bassist John Myung is the lyrical writer.
Section I is called “It’s Raining”, Section II is called “Deep in Heaven” and Section III is called “The Wasteland”.
James LaBrie again steals the show with the various vocal styles he exhibits here. And Petrucci is on hand to deliver some nice emotive lead breaks.
As mentioned in the book, “Lifting Shadows” by Rich Wilson, the album was considered a commercial failure, failing to break any new ground for Dream Theater or increase their sales despite its more commercial direction. As a result of the creative and personal tensions experienced during the album’s production phase, it has been described as the band’s “most difficult album”, and eventually led to their demanding to be free from record label interference for all future albums.
Regardless of commercial expectations, I go back to this album on a regular basis. Crank it.