Dream Theater released their quintessential concept album Metropolis Pt. 2: Scenes from a Memory 20 years ago (Oct. 26, 1999). The progressive metal titans fifth album is a fan favorite and set a new standard for concept albums, with an incredible storyline and amazing music that stands the test of time.

Following the frustrating and tension-filled Falling Into Infinity sessions, where the band was pressured by their label to come up with hit singles, Elektra Records gave Dream Theater free rein over the direction of their fifth effort. After a lot of pressure from fans demanding a sequel to the Images and Words track “Metropolis Pt. 1: The Miracle and the Sleeper" — and some musical inspiration from Dream Theater's side project Liquid Tension Experiment — the group headed into the studio, where they wrote and recorded the masterpiece.

Scenes from a Memory tells the story of “Nicholas,” who keeps having dreams and flashbacks from a different life and era. He goes to regression therapy and discovers in a past life he was a woman named “Victoria,” who was murdered back in 1928. He digs deeper and unveils a love triangle between her and two very different brothers: “Julian,” an alcoholic gambler, also referred to as “The Sleeper” and “Edward” a Senator, referred to as “The Miracle." “Nicholas” realizes he will never be able to get on with his own life until he solves the mystery behind “Victoria’s” death. The story takes a few surprising turns including a major twist at the end.

The album features Dream Theater’s mind-blowing virtuosic musicianship with the band’s unique blend of time signature changes and tempo shifts, as well as epic instrumental passages. The band covers a lot of ground with the head-banging songs “Home” and “Through This Life,” transcendent instrumentals “Overture 1928” and “The Dance of Eternity” and ballads “Through Her Eyes” and “Once Last Time,” which allow vocalist James Labrie time to shine.

To celebrate the epic concept album’s 20th anniversary, we dug up 14 facts that all Dream Theater superfans should know about Metropolis Pt. 2: Scenes from a Memory.

Elektra

1. Metropolis Pt. 2: Scenes from a Memory is Dream Theater’s first concept album.

While the band used thematic musical and lyrical elements in many of their previous efforts, their fifth album, Metropolis Pt. 2, marks their first true concept album. The masterpiece was the group’s lone concept album until they released the 2016 double album The Astonishing.

2. The band created a 21-minute “Metropolis Pt. 2” instrumental demo during the recording sessions for 1997’s Falling Into Infinity.

During the tension-filled recording sessions for Falling Into Infinity the band recorded a 21-minute instrumental that did not make it onto the final pressing of the album. They ended up using the material for Metropolis Pt 2. Some of the instrumental music ended up being mined for parts of “Overture 1928,” “Strange Déjà Vu,” "The Dance of Eternity” and "One Last Time.” Listen to the demo below.

3. It was the first Dream Theater album to feature keyboardist Jordan Rudess. 

Jordan Rudess first played with Mike Portnoy, John Petrucci and bassist Tony Levin (King Crimson, Peter Gabriel) on Liquid Tension Experiment’s 1998 self-titled debut album. The instrumental progressive effort features mind-blowing musicianship, which laid the groundwork for Rudess joining DT. Thanks to the organic chemistry between Rudess, Portnoy and Petrucci and the success of LTE, Dream Theater invited the keyboardist to join the band. He replaced Derek Sherinian, who is featured on the band’s 1995 album A Change of Seasons, 1997’s Falling into Infinity and the 1998’s Once in a LIVEtime.

4. The idea to make a concept album was born during the Liquid Tension Experiment recording sessions.

While recording Liquid Tension Experiment 2, Mike Portnoy and John Petrucci discussed where they wanted to take Dream Theater’s next album. They had a lengthy conversation about how fans were clamoring for a sequel to the song and knew they wanted to make a concept record. They decided to combine both ideas using the aforementioned demo and the fan favorite track “Metropolis Pt.1: The Miracle and the Sleeper" as a launching point for the album.

5. The effort was written and recorded at BearTracks Studios in Suffern, New York.

Metropolis Pt 2: Scenes from a Memory was both written and recorded at the now defunct BearTrack Studios in Suffern, New York. The band moved into the studio for months to write and record. BearTracks was owned by Jay Beckenstein of Spyro Gyra and is the same studio where the band recorded 1992’s Images and Words and the 1995 EP A Change of Seasons.

6. It was the first album the band recorded using Pro Tools.

Scenes from a Memory was the first album Dream Theater recorded using Pro Tools. In an interview with Maelstrom, Mike Portnoy shares how the recording process differed back when they recorded 1997’s Falling Into Infinity: “I would do five or six different takes of each song all the way through and me and [engineer] Kevin Shirley would listen and make notes and would choose the best parts of each take." Portnoy adds, “With Pro Tools, it’s light years easier to cut up drum tracks and takes and mix up different parts.”

7. It was the first Dream Theater recorded without an outside producer.

John Petrucci and Mike Portnoy co-produced Scenes from a Memory. Petrucci tells Rolling Stone that he and Portnoy had a discussion and decided to record the album without an outside producer. Petrucci says, "Scenes from a Memory might have actually been a record that was a reaction to the previous one. And then we also figured that we hadn’t done a concept album yet, and we decided that it was time. It was like, let’s make our Operation: Mindcrime, our Tommy, our The Wall. It was definitely a conscious decision to do something bold and new and different.”

8. The album features songs mixed by both David Bottrill and Kevin Shirley.

David Bottrill, known for his production with Tool, Stone Sour, Godsmack, King Crimson and Peter Gabriel, originally mixed Scenes from a Memory. While Mike Portnoy said his mix was “not bad at all,” the band felt the overall sound wasn’t “big enough.” Dream Theater brought in Kevin Shirley, who produced and mixed the band’s 1997 effort Falling Into Infinity, to remix the effort. Due to time constraints, Shirley couldn’t mix the entire album, so four of the songs on the album ("Regression," "The Dance of Eternity," "One Last Time" and "Finally Free") were mixed by Botrill and the remaining tracks were overseen by Shirley. Fans can listen to Bottrill’s mix of Scenes from a Memory on the official bootleg.

9. The band shared the daunting task of writing lyrics for the album.

The band wrote and recorded all the music for the album first and then sat down together to map out melodies and develop the storyline for the concept. They broke down the story into chapters and assigned each member, with the exception of new keyboardist Jordan Rudess, at least one chapter to write lyrics. In an interview on his website, Mike Portnoy explains: “There was a lot of talking involved to make sure we didn’t overlap lyrically. In the past we’d just go off and write whatever we wanted, but this time we had to be very unified and focused. There had to be a lot of discussion to keep us all on the same page." It’s interesting to note that “Fatal Tragedy” was the last song bassist John Myung wrote lyrics for until he co-wrote six songs on the band’s 2011 effort A Dramatic Turn of Events.

10. The band recorded two different versions of the song “Through Her Eyes.”

Not a lot of material ended up on the cutting room floor during the Metropolis Pt. 2 sessions, however the group did record two different versions of “Through Her Eyes.” The bonus version is longer than the one on the record and is a primarily acoustic instrumental. Fans can hear the outtake during the credits on the group’s 2000 DVD Scenes From New York.

11. The 1991 film Dead Again was part of the inspiration for the storyline in Metropolis Pt. 2.

Mike Portnoy cites the 1991 film Dead Again as a major inspiration for the storyline of the concept album. It stars Emma Thompson, Andy Garcia and Kenneth Branagh and tells the story of a woman suffering from amnesia and the private investigator who helps track down her identity. He finds out that a past life connection could endanger both of their lives. Sounds familiar…

Portnoy also lists The Shining as an influence well as other conceptual albums including Pink Floyd’s The Wall, The Who’s Tommy and Quadrophenia, Queensryche’s Operation Mindcrime, Genesis’ The Lamb Lies Down on Broadway and Frank Zappa’s Joe's Garage.

12. The first chord played in the Scenes from a Memory album is the same as the final chord in “Metropolis Pt. 1: The Miracle and the Sleeper.”

The final chord the band plays at the end of “Metropolis Pt. 1: The Miracle and the Sleeper” is a D Major, which is the same as the first chord strummed in “Regression,” the opening track of Scenes from a Memory. It’s also the same chord used at the beginning of the album’s second track “Overture 1928.” Mike Portnoy says it was an intentional decision to sonically bridge the songs using the same key signature: “When we wrote ‘Overture 1928,’ we consciously began its first chord the same as the last chord of ‘Metropolis.’ We intentionally did that so that we could connect them if we wanted in the future. But then the problem was we ended up deciding to open the album with 'Regression' and the sound effects and everything like that. It became impossible to do ‘Metropolis Pt.1’ and ‘Scenes From a Memory’ in its entirety back to back because ‘Regression’ kind of interrupted that.”

13. There are numerous lyrical and musical themes and teases that run through “Metropolis Pt. 1” and the Scenes From a Memory album.

Dream Theater used many musical themes, motifs to bridge "Metropolis Pt. 1" and Scenes From a Memory. In fact, you can hear the original intro of the song throughout Scenes From a Memory in “Regression,” “Overture 1928” and “The Dance of Eternity.” The band also teases some of the instrumental musical chaos from “Metropolis Pt. 1” in “The Dance of Eternity.” “Metropolis Pt.1” features the lyric: “Somewhere like a scene from a memory" and the last line of the song is “Love is the dance of eternity,” which led the band use the title “The Dance of Eternity” on an instrumental on Scenes From a Memory.

14. The static that closes Scenes From a Memory continues at the beginning of the band’s next album Six Degrees of Inner Turbulence.

At the end of Scenes From a Memory, "Nicholas" puts a vinyl record on a turntable. When the song ends the static from the record spinning on the needle runs for about 40 seconds until the end of “Finally Free." A similar sound is used at the very beginning of “The Glass Prison,” the first song on the band’s next album 2002’s Six Degrees of Inner Turbulence.

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