Dream Theater's Metropolis Pt 2: Scenes From A Memory; a modern prog classic

Dream Theater
(Image credit: Elektra Records)

From a global perspective, 1998 was an eventful year. The Good Friday peace agreement was signed, ending the decades of Troubles in Northern Ireland. The Euro was introduced across the Continent. Bill Clinton admitted his indiscretion with White House intern Monica Lewinsky, leading to impeachment and eventual acquittal. France won the World Cup. A financial crisis hit Russia. The latest internet sensation was something called Google, and Titanic became the first movie to gross $1 billion. These facts are, of course, well documented.

What you may not know is that 1998 was also the year that Mike Portnoy quit Dream Theater for the first time – for a nanosecond, at least. 

“For me, Dream Theater had reached the point of do or die,” exclaims the drummer, talking of the incident now. “During the Falling Into Infinity tour I decided to leave the band – and I did so for a few days. We were in Finland and basically…” his voice trails off before deciding against telling the full, dark tale of what could possibly have caused such a drastic action. “I’m not going to get into all of that again, but we were going through some incredibly tough times. Making a long story short the only way of getting Dream Theater back on track was to regain control of just about every facet of the band.”

Portnoy wasn’t joking around. For a full and thorough 20th anniversary reassessment of Metropolis Pt 2: Scenes From A Memory we must travel back further still and examine the mess that Dream Theater had landed in via their previous studio record, 1997’s Falling Into Infinity. By that point, including a short time known as Majesty, the US-Canadian band had been together for 12 years. 

Good times and bad included a false start when signed to the Mechanic Records label for their debut, When Dream And Day Unite, though the addition of singer James LaBrie and a switch to Atco (a subsidiary of Atlantic) for the watershed follow-up, Images And Words, saw them sell half a million copies and claim the role of pace-setters in the genre of progressive metal. 

Following the Awake album the loss of original keyboard player Kevin Moore was a setback, and with employees coming and going at an alarming rate of knots Atlantic’s parent label Warner Brothers shunted them from Atco onto EastWest and finally to Elektra, the understanding of Derek Shulman, the now-absent Gentle Giant vocalist-turned-label kingpin who’d helped to sign them, seemingly long gone. “Frankly, I don’t know why the company kept us right on until the eighth and final record of our contract,” admits guitarist John Petrucci now.  

Metropolis Pt 2: Scenes From A Memory cover art

(Image credit: Elektra)

It’s easy to forget that more than two decades ago Dream Theater’s future looked far from assured. The respect they command today had yet to be earned. The media didn’t understand them (“We get slagged by all the magazines, so why do we bother?” wailed drummer Mike Portnoy to a newly launched magazine called Classic Rock). And the band had appeared to run out of steam when, after bowing to the demands of their paymasters, Falling Into Infinity stalled at Number 52 in the Billboard Hot 100.

Behind the scenes the pressure began to build, leading to tension between the two leading creative elements of the band. Along with bassist John Myung, Portnoy and Petrucci had formed the group as students at the Berklee College Of Music in Boston. As a self-confessed control freak, Portnoy bridled at the label’s insistence that Kevin Shirley of Aerosmith/The Black Crowes fame should man the desk for Falling Into Infinity, also that they should take a stab at collaborating with Bon Jovi /Kiss hitmaker Desmond Child, resulting on a single co-write on the song You Not Me.

When Prog suggests to Portnoy that Elektra had ‘meddled’ with Dream Theater’s creativity on Falling Into Infinity the drummer cracks up sarcastically: “Oh, I would go much, much stronger then ‘meddling’. Elektra completely controlled the band at that time – they almost destroyed it.”

However, the label was by no means alone. Out on the road, Mike’s drinking spiralled out of all control. After Portnoy took it upon himself to fire Petrucci’s guitar tech following an incident onstage, keyboard player Derek Sherinian later claimed that the two stopped speaking for almost a month. This ramped up the resentment felt by Portnoy over Petrucci’s own willingness to accept “compromises” being forced upon the group. 

In the end, a farcical inebriated bust-up with the band’s tour manager over a post-show visit to McDonalds resulted in Portnoy demanding a flight home the following day, before agreeing to honour the rest of the European tour.

More than two decades later and via a separate conversation to Portnoy, John Petrucci remembers the course of events a little differently. 

“That whole thing is a bit of a grey area – Mike was frustrated by a lot of things going on, but he never sat down and told the band that he was leaving,” the guitarist claims. “It wasn’t like the time he did quit [in 2010]; maybe this was something in Mike’s mind but he never made it official.”

He did say it was a momentary aberration…

“Exactly,” Petrucci nods. “There was a whole ton of frustration – for all of us, though I wouldn’t say that Dream Theater came close to breaking up at that point. But, you know, everyone’s perspective is different. For instance, Mike had hated making changes to the songs when we worked with Kevin Shirley on Falling Into Infinity, and also the way that record was produced. He resented the fact that I spent a day working on songs with Desmond Child. Not to take anything away from Mike’s viewpoint but I didn’t see it that way. I loved Kevin Shirley. And whether or not working with a songwriter like Desmond was the right thing to do, I had a great time and it was a useful experience.”

As Portnoy delayed his exit Dream Theater took on a pair of industry heavyweights – Deep Purple manager Bruce Payne and Steve Morse’s representative Frank Solomon – to act as Rottweilers on their behalf, in the short term at least, and later on with the record label.

“We told Bruce and Frank that we didn’t know if we were even going to continue past that tour,” Portnoy told writer Rich Wilson in Dream Theater’s official book Lifting Shadows. “John had made it clear to me that he wouldn’t continue the band without me, and that if I left it would be the end of the band.”

Nobody was more surprised than Portnoy when, after Solomon read the riot act to Elektra’s head Sylvia Rhone, demanding Dream Theater should take on the responsibility for producing, the powerful executive backed down.

“Frank went in and played hardball on our behalf, saying that if Elektra wanted Dream Theater in existence then it had to be on our own terms,” Mike relates. “That meant no hearing the music until it was done and leaving us the fuck alone. It was imperative that we regained the trust of our audience.”

Meanwhile, closer to home the rest of Dream Theater also agreed to Petrucci and Portnoy becoming the band’s leaders, putting an end to a so-called “fake democracy”. 

“Establishing that somebody was in charge helped to smooth out the fights,” Portnoy explains. “Until then we had wasted a lot of time with people campaigning their ideas to the others. John and I had a very clear vision of what our next record should be, and everyone was happy to respect that.”

Dream Theater

(Image credit: Larry Marano/Atlas Icons)

However, so the old saying goes you can’t make an omelette without breaking an egg or two, and the next step was the securing of the ironic Dream Theater line-up which, save for Portnoy’s eventual succession by former Annihilator/Extreme man Mike Mangini, continues to the present day. 

Having received a formal education of his own at Juilliard School Of Music in New York, keyboard player Jordan Rudess had briefly stepped into the frame as a replacement for Kevin Moore in 1994, performing one show with the group at an event called the Foundations Forum before, as a new father, realising that it was more responsible to accept a part-time role with the Georgia-based instrumental band Dixie Dregs, featuring Kansas/Deep Purple guitarist Steve Morse. 

Though the opportunity of bringing Rudess into Dream Theater appeared to have sailed, Portnoy and Petrucci invited Jordan to be a part of their outside project Liquid Tension Experiment, which also featured the Chapman Stick bass guru Tony Levin of King Crimson and Peter Gabriel fame.

“At that time my wife and I had a small child and being with the Dregs just seemed better suited to my life,” Rudess explains. “I had said ‘no’ to Dream Theater but I welcomed the call inviting me to play again with John and Mike, it had felt like my only opportunity to do so. That was exciting. Tony Levin is a brilliant musician who came from another world to those guys, so I was the ‘in between guy’. Thinking about it now, that’s almost my role in Dream Theater – to keep things balanced.”

Over the course of two instrumental Liquid Tension Eexperiment albums made for Magna Carta Records the chemistry between Petrucci, Portnoy and Rudess was undeniable, and as Dream Theater’s relationship with Derek Sherinian foundered, Petrucci and Portnoy reached the same conclusion – to take things to the next level on a musical level, Rudess had to join the band.

Sherinian was a dandier, single, image-conscious guy who, away from music, felt like the polar opposite of his older bandmates. And so, during the wrapping of the second Liquid Tension Experiment album, Petrucci and Portnoy sounded out Rudess about a more permanent return to DT. He was receptive, though with a short run of dates that couldn’t be cancelled, the band sat on the bad news before informing a disbelieving Sherinian that his four-year run was over via a phone conference call in January 1999.

“That was awkward but this was business, it wasn’t personal at all,” Portnoy explains. “In order for the band to survive this was something that we had to do.”

“Moving on without Derek was a ruthless thing for us to do, but in the back of our minds we were wondering what it would be like with Jordan in the band again,” Petrucci agrees. “Telling him of our decision was very difficult because there was no reason for the firing but sometimes you just have to make tough calls, and looking back I know this was the right one.”

In announcing his own group called Planet X, Sherinian fumed: “I was caught totally off guard by the band’s getting rid of me, but in these situations you’ve just got to make lemonade of the lemons,” adding: “I love progressive rock for its intricacy and musicianship but visually speaking it bores me to tears. I want to inject some Hollywood attitude.” (In later years Sherinian would, of course, join forces again with Portnoy in the band Sons Of Apollo.)

With Portnoy taking a final alcoholic drink on his 33rd birthday, April 20 of 2000, and following the resolution of the band’s numerous problems the subject of the drummer’s resignation faded away into the background. 

“This was all about regaining control,” Portnoy explains. “We were cleaning the house and starting over. And what followed was the resurrection of Dream Theater.”

Dream Theater

(Image credit: George Chin/Iconic Pix)

The seeds for Metropolis Pt 2: Scenes From A Memory had been sown in 1996 while Derek Sherinian was still a band member. 

“During the sessions for Falling Into Infinity we decided to finally do what the fans had begged us for since Images And Words, which was to write Part Two of Metropolis, a song from that album,” Portnoy comments. “Myself, John Petrucci, John Myung and Derek wrote a big, 20-minute epic though it had no lyrics or vocals, but within the song’s structure a lot of moments made the finished record in one form or another, including Overture 1928, Strange Déjà Vu, The Dance Of Eternity and One Last Time.”

This rough version was later made available by Portnoy’s YtseJam Records as part of an official bootleg of the demos for …Infinity, but its contents became the cornerstone of the next step of Dream Theater’s masterplan. “For the next record it was time to do something conceptual and super-ambitious,” Portnoy recalls, failing quite dismally to conceal the glee in his voice.

“As a progressive band, making a full-blown concept piece was a box that had to be ticked,” agrees Petrucci with a grin. “That’s something we had been looking forward to.”

Possibly mindful of the manner that their own progressive metal masterpiece Operation: Mindcrime had fast-tracked the career of Queensrÿche during the previous decade, Elektra Records green-lit the project and booked time at BearTracks Studios, the Upstate New York facility at which the group had conceived Images And Words

Though that same album provided their commercial breakthrough both Portnoy and Kevin Moore had butted heads with its eccentric producer, David Prater. It was later claimed that Prater insisted in removing his clothes and turning off all of the studio lights whilst mixing its epic opening track, Pull Me Under, causing Mike to sigh: “Dealing with this asshole was tortuous.”

Now, however, the shackles were thrown off. So fresh and new was Dream Theater’s association with Jordan Rudess that, keen to impress his bandmates, the keysman offered a portfolio of 40 or 50 pre-prepared fragments of music.

“I remember Mike Portnoy looking at me in a confused state and going: ‘Oh my God, we like to write music together in the studio’,” Rudess laughs. “I was like: ‘I’m sorry, I didn’t know.’ Mike was taken aback. But of course he couldn’t resist sifting through and some of them were used. For the band, though, it was a really new thing to work with somebody like me.”

“Jordan is always fully prepared – that’s why he’s so important to us,” chuckles Petrucci when reminded of the incident. A few issues ago Rudess told Prog that an “interest in orchestration” was his biggest contribution to Dream Theater, something that had “at first made them a little nervous”, also claiming that “John Petrucci really needed a partner to inspire and keep up with him”. The guitarist doesn’t disagree with any of these points.

“Though all three guys were very different personalities I always had a very close relationship with each of our keyboard players,” he comments. “From the moment Jordan arrived, with his knowledge, ability, musicality and enthusiasm there was an instant writing chemistry that allowed us to take things way further than ever before. The quality of our music grew exponentially.”

For his part, Rudess insists that he felt no discomfort in replacing a guy whose stool might still have been slightly warm.

“Not to seem insensitive, but from what I understand of the drama with Derek it [the parting of the ways] had been a long time coming, and I felt
I belonged there,” he comments.

Neither was Rudess particularly aware that Dream Theater would stand or fall based upon the music that they were making.

“I hadn’t lived through the whole Falling Into Infinity thing,” he reasons. “What I felt from the other guys was excitement, maybe even a renewed enthusiasm. Bringing me into the band gave them another burst of energy. They were very gung-ho and nothing was going to bring them down.”

Though the original idea came from Petrucci, Portnoy had been impressed by a movie called Dead Again that was directed by and starred Kenneth Branagh, and together the pair brainstormed a storyline starring a man called Nicholas who visits a hypnotherapist to undergo regressive therapy to discover that in a previous life he had been a young woman, Victoria Page, from the 1920s who was brutally murdered. The subject then chooses to delve deeper into the story to uncover more disturbing elements of his/her former life. To bamboozle us further, the plot, broken down into 12 individual acts, was cut and pasted in an apparently random fashion, à la Quentin Tarantino’s movie Pulp Fiction.

“It was like a murder mystery that you had to follow via the lyric sheet because different fonts related to time-frames in the story,” Portnoy adds proudly. 

During his intensive research Petrucci absorbed hour after hour of cassette tapes on hypnotic regression. “I even played them while I was driving in the car – that wasn’t the smartest thing to do,” he guffaws at the memory. “But I really threw myself into it.”

John Myung composed the lyrics for Fatal Tragedy and LaBrie chipped in with the words to One Last Time, but the tale was all John and Mike’s work. 

“We laid the story out chapter by chapter before we entered the studio. That was a massive task,” says Portnoy. 

A dozen songs were jammed out to a state of completion at BearTracks but Portnoy says that while the concept emanated from himself and Petrucci, each member contributed equally. 

“I don’t want anyone running away with the idea that John and I wrote this album,” he points out. “The music was done with all of the four instrumentalists in a room, bouncing ideas off one another before we brought James down, and he, John and
I collaborated on those melodies.”

In a corner of the studio Dream Theater erected a shrine that they called Inspiration Corner. Among its contents were The Who’s Tommy and Quadrophenia, The Wall and The Dark Side Of The Moon by Pink Floyd, Marillion’s Misplaced Childhood and Brave, The Lamb Lies Down On Broadway by Genesis, the Fab Four’s Sgt Pepper…, the Roger Waters pair The Pros And Cons Of Hitchhiking and Radio KAOS along with more contemporary examples like OK Computer by Radiohead and the aforementioned Operation: Mindcrime. Newcomer Rudess admits its presence slightly puzzled him.

“When Portnoy brought in those albums… at this point I understand it and it’s fine, but I don’t need to lay out my musical influences right in front of me and try to feed off them,” Rudess comments now. “I didn’t want to see those things or be distracted by what had come before. I just wanted to play music.” 

When, in a slightly cynical manner, this writer drew attention to Inspiration Corner during an interview for Classic Rock circa the album’s release, Portnoy huffed and puffed: “That’s a typical English journalist question. Jeez, anyone who says they’ve made a record without any outside influence lies out of their asshole. We’ve made a record that none of those bands would ever make. We just wanted something to refer to, not to steal from.”

“At that point we were maybe 10 years into our career, and please believe that we didn’t take lightly the idea of making a concept record,” Petrucci explains patiently. “We were huge fans of those holy grails that you just mentioned, and when it was time to do one of our own we wanted them there in the room with us as a gentle reminder of how to do things properly.”

One small piece of embezzlement that Portnoy actually volunteers pertains to the album’s epic, 12-minute conclusion. 

“An obscurity by Barclay James Harvest called Suicide? is among my all-time favourites,” he explains, referring to the swansong of 1976’s Octoberon. “It tells the story of someone that that either gets killed or takes their own life. After it finishes the band re-enact its entire story in sound effects. That’s why at the end of Finally Free the music fades out, you hear the hypnotherapist telling Nicholas to open his eyes before cutting to static, and it’s unclear whether or not he’s been murdered.”

With Rudess arranging and conducting a gospel choir to embellish The Spirit Carries On, Dream Theater began to realise they had created something pretty special indeed. “It was the first time we’d used a lead female vocalist [Theresa Thomason] which was inspired by The Dark Side Of The Moon,” Portnoy comments. Rudess also helped Portnoy to create the various sound effects that coloured the tale, “these were things like gunshots, a casino or the sex scene,” the drummer reveals. 

As lifelong fans of Rush, the quintet also relished a face to face collaboration with that band’s trusted associate Terry Brown, who besides co-producing the vocals of LaBrie and Portnoy (“This was the first album I did a lot of singing on,” points out the drummer) also narrated the part of the hypnotherapist, though in the long run this experience would leave a slightly sour aftertaste.

“When it came to using his voice on tour Terry wanted extravagant amounts of money,” sighs Portnoy. “That’s why the credits for the live album say: ‘Extra special no thanks to Terry Brown.’”

The only significant disaster came from a mix from David Bottrill, in production terms the man of the moment, who headed to Dream Theater off the back of King Crimson’s Thrak and the second Tool album, Ænima. The band’s reservations caused a last-minute meltdown.

“Bottrill’s mix was just too soft and not heavy enough,” Petrucci remembers sadly. So with the clock running down, Kevin Shirley stepped in for the time his own schedule would allow, specifically to hone songs the band believed had potential as singles. The YtseJam official bootleg exhumes the original version. 

Dream Theater

(Image credit: Mick Hutson/Getty Images/Redferns)

Striking its titular sub-reference from the sleeve of promotional CDs sent to reviewers and cutting any musical reference to Metropolis from a radio edit single of the single Home, Dream Theater took extreme lengths to conceal that Scenes… was a sequel to Metropolis until the last possible moment. It became a Top 75 hit Stateside when released on October 26, 1999, though, intriguingly, this chart position failed to match that of Falling Into Infinity, which had reached Number 52. Incredibly, Dream Theater received no significant feedback from Elektra – neither affirmation of artistic value nor disapproval that it hadn’t gone higher.

“The company was so massive it felt to me like they barely knew we existed,” Petrucci smiles. “I managed to get through to Sylvia Rhone on the phone which for a band member shouldn’t have been difficult – but it was! – and when I asked her to release Through Her Eyes as a single she replied: ‘Naaah, I don’t think so.’ She was nice about it, but ultimately for Dream Theater a chart position didn’t matter. Elektra knew we had a big fan-base that would only grow and that there was money to be made, and that’s all they cared about.”

Over an eight-month world tour Metropolis Pt 2 was performed from start to finish, a feat that the band had never previously attempted. Its dark, macabre theatricality suited the big stage. Your correspondent remembers standing dazed as the lights went up again at Shepherd’s Bush Empire in London and informing a friend that in the future Dream Theater would inevitably perform far bigger gigs but that they were unlikely to ever play a better one.

“Wow, what an amazing compliment,” Portnoy purrs, “and with that show and the emergence of an ally in Classic Rock magazine there was a feeling that we’d gone to another level in the UK.”

Later released as the DVD Metropolis 2000: Scenes From New York, and in triple-audio disc form as Live Scenes From New York, an ambitious three-hour hometown performance at the Roseland Ballroom saw actors and actresses playing out the storyline, augmented by Theresa Thomason and a choir. All that really held Dream Theater back in 1999 was the primitive available technology to present their show – something that the current line-up will rectify with next year’s 20th anniversary performances.

“Back then our video screens were horrible little TV monitors on the side of the stage,” Portnoy chortles. “But our hearts were implanted into that show, and the fans really got it.”

Two decades later, it’s hard not to think of …Scenes From A Memory as the record that saved Dream Theater’s career. Though he has been out of the band for almost a decade, Mike Portnoy considers it the finest statement he made with them – and also the most significant.

“Everybody knows the importance of 2112 to Rush and this was our equivalent – I’m convinced that we wouldn’t be talking right now without that record,” Portnoy states with finality. “It’s also possibly the favourite record of my entire catalogue.”

Scenes… is certainly one of our defining albums, but time puts things in perspective,” theorises Rudess. “I believe that someday The Astonishing [the group’s love-it-or-loathe-it “retro-futurist post-apocalyptic step into medieval-style feudalism”, released in 2016] will take its rightful place [in our oeuvre]. It will never be as popular as Metropolis Pt 2, but I hope it will be reassessed.”

“This was an undoubted turning point for us,” Petrucci nods. “Mike and I’s co-production would continue right until he left, and it’s a role that I still fulfil. It was our first conceptual record – and of course we made more of those, most recently The Astonishing. And Jordan’s arrival allowed us to make the type of record that previously would have been impossible. I’m phenomenally proud of it.

This article originally appeared in issue 101 of Prog Magazine.

Dave Ling

Dave Ling was a co-founder of Classic Rock magazine. His words have appeared in a variety of music publications, including RAW, Kerrang!, Metal Hammer, Prog, Rock Candy, Fireworks and Sounds. Dave’s life was shaped in 1974 through the purchase of a copy of Sweet’s album ‘Sweet Fanny Adams’, along with early gig experiences from Status Quo, Rush, Iron Maiden, AC/DC, Yes and Queen. As a lifelong season ticket holder of Crystal Palace FC, he is completely incapable of uttering the word ‘Br***ton’.