REVISITED: Dream Theater’s ‘Metropolis Pt. 2: Scenes from a Memory’ (1999)

By Greg Maki

Released Oct. 26, 1999 (Elektra)

A ticking metronome.

A voice. Soft, comforting, yet firm, in control.

“Close your eyes and begin to relax.”

A hypnotherapist. He puts his subject under, leads him back through time to find a girl waiting for him.

And so begins Dream Theater’s concept album, “Metropolis Pt. 2: Scenes from a Memory,” a tragic yet life-affirming tale of love, betrayal, murder and reincarnation. The prog metal masterpiece is celebrating its 20th anniversary in 2019.

The story of the album begins seven years before its 1999 release. “Images and Words,” the record that put Dream Theater on the map, featured a song with an intriguing title: “Metropolis—Part 1: ‘The Miracle and the Sleeper.’” The nine-and-a-half-minute opus became a fan favorite and live staple, and led to a question that plagued the band for years: Where is part two? The problem was that the band had added the “Part 1” tag as a goof. When they originally wrote and recorded it, there was no grand plan for a continuation.

In 1996, while writing what would become “Falling into Infinity,” the band composed a 20-minute instrumental intended to be “Part 2.” But the record label pressured them to pursue a more commercial direction, forcing them to leave the song incomplete.

After the experience of making “Falling into Infinity” and the lukewarm reaction it received left a sour taste in the band’s collective mouth, the band members made a crucial decision that the label—surprisingly—agreed to. They took the reins of their career, seizing total creative control. Never mind outside writers—there wouldn’t even be outside producers from this point forward. Production became the job of drummer Mike Portnoy and guitarist John Petrucci.

Dream Theater 1999-2

“We were coming off of a really difficult period for the band, and that album was like do or die,” Portnoy told me in a 2009 interview.

“We felt like we had a lot to prove and if we didn’t prove it, then it would’ve been the end,” he said.

Portnoy said he always had wanted Dream Theater to make a concept album, “so it really did feel like we were accomplishing what we wanted to do.”

Another, perhaps equally important development: The band parted ways with keyboardist Derek Sherinian, who had replaced original keyboardist Kevin Moore following the release of “Awake” (1994). Sherinian, though a virtuoso in his own right, didn’t seem to gel with and challenge Portnoy, Petrucci and bassist John Myung in a way they needed. For that they turned to the classically trained Jordan Rudess, with whom Portnoy and Petrucci already had recorded two albums in their instrumental prog-rock side project, Liquid Tension Experiment.

“Jordan being in the band breathed a whole new breath of life into the band,” Portnoy said.

“Scenes from a Memory,” which was shrouded in secrecy until its release, returned Dream Theater to its progressive roots, yet it has a bite, a heaviness that “Images and Words” and even “Awake” lacked. The band was firing on all cylinders, both as musicians and songwriters.

The albums begin in the present with Nicholas, a troubled man, visiting the hypnotherapist. Through regression therapy, Nicholas learns of past lives, Victoria Page, her brutal 1928 murder and the love triangle of Victoria, Senator Edward Baynes (“The Miracle”) and his brother, Julian Baynes (“The Sleeper”). Using newspaper reports, stories from an old man and memories pulled from his own subconscious, Nicholas gradually pieces the tragedy together. He learns that the romance of Victoria and Julian went south, leading to her affair with his brother, the senator. When the couple reconciles, an enraged Edward is driven to double-murder, which he successfully pins on Julian as murder-suicide.

Though saddened by Victoria’s fate, her story brings long-lost peace of mind to Nicholas. Knowledge of his past life brings him the comfort of knowing death is not the end. His revelation (as expressed in “The Spirit Carries On”): “If I die tomorrow, I’d be all right, because I believe that after we’re gone, the spirit carries on.”

Rejuvenated, Nicholas goes home, turns on the TV. Reporting on the death of John F. Kennedy Jr. dominates the news. He puts on a record instead. A door opens, and an intruder enters.

The hypnotherapist: “Open your eyes, Nicholas.”

Nicholas gasps. The record is knocked from the turntable. Then, there is only static.

The logical conclusion: Edward Baynes, reincarnated as the hypnotherapist, his anger still not sated, has murdered Victoria, reincarnated as Nicholas, for the second time.

It is a complex story set in two time periods with multiple points of view. But despite that and contributions from four lyricists (Portnoy, Petrucci, Myung and vocalist James LaBrie), the narrative is remarkably cohesive. Even passages that do little more than convey the nuts and bolts of the story flow naturally.

Musically, the album is perfection. There is no other way to describe it. The acoustic, Pink Floyd-like “Regression” leads into “Overture 1928,” which introduces a slew of stunning musical themes that will be heard throughout the piece. From there, it’s one unforgettable musical odyssey after another, each one advancing the story further. The band keeps listeners on their toes, never quite taking the turn one might expect. “Fatal Tragedy,” a heavy song with strong gothic undertones, ends with a long instrumental section. The hypnotherapist then leads us directly into the even heavier “Beyond This Life,” which details the newspaper account of Victoria’s murder. More than 11 minutes later, we finally get a chance to breathe on “Through Her Eyes,” a song highlighted by Rudess’ keys, Petrucci’s heartbreaking guitar and guest vocalist Theresa Thomason. “Home,” perhaps the best heavy track of Dream Theater’s entire career, follows. “Home” also is the most direct descendant of “Metropolis—Part 1.” Then it’s on to “The Dance of Eternity,” an instrumental that’s jaw-dropping even by this band’s lofty standards. “The Spirit Carries On,” perhaps the album’s key song, also has a Pink Floyd vibe and features a gospel choir. “Finally Free,” which reveals the truth of Victoria’s death, is noteworthy for Portnoy’s incredible drumming display at its climax, among other things.

Though it reached only No. 73 on the Billboard charts in the United States, “Scenes from a Memory” was hugely important album for Dream Theater. It re-established its artistic credibility with those who were turned off by “Falling into Infinity” and was successful enough to convince the record company suits to continue to let the band do things its way. The band has self-produced every album since.

In 2009, Portnoy credited “Scenes from a Memory” with saving the band.

“It’s funny,” he said, “the two darkest periods of the band, which were the period before ‘Images and Words’ and the period after ‘Falling into Infinity,’ those were the two periods that almost broke up the band and in both cases they resulted in probably our two most successful albums, ‘Images and Words’ and ‘Scenes from a Memory.’”

Dream-Theater-Metropolis-2000-4697-1Despite Portnoy’s exit in 2010, still is going strong today, preparing to release its 14th studio album, “Distance over Time,” on Feb. 22 and celebrate the 20th anniversary of “Scenes from a Memory” by playing the record in its entirety on tour. That’s an echo of the original world tour supporting the album, and the band captured the final North American concert of that run (Aug. 30, 2000, at Roseland Ballroom in New York City) on the DVD “Metropolis 2000: Scenes from New York” and the three-disc live record “Live Scenes from New York.” If anything, the live performance is even more magical than what was created in the studio. I was lucky enough to attend the Feb. 21, 2000, show at the 9:30 Club in Washington, D.C., an event I consider one of the highlights of my concert-going life.


SCENE ONE: Regression
SCENE TWO: I. Overture 1928  II. Strange Déjà vu
SCENE THREE: I. Through My Words  II. Fatal Tragedy
SCENE FOUR: Beyond This Life
SCENE FIVE: Through Her Eyes
SCENE SEVEN: I. The Dance of Eternity  II. One Last Time
SCENE EIGHT: The Spirit Carries On
SCENE NINE: Finally Free

Vocals – James LaBrie
Bass Guitar – John Myung
Guitars, Vocals – John Petrucci
Drums, Percussion, Vocals – Mike Portnoy
Keyboards – Jordan Rudess

Additional Vocals on “Through Her Eyes” and “The Spirit Carries On”: Theresa Thomason
Gospel Choir on “The Spirit Carries On”: Theresa Thomason, Mary Canty, Shelia Slappy, Mary Smith, Jeanette Smith, Clarence Burke Jr., Carol Cylus, Dale Scott

Choir Arranged and Conducted by Jordan Rudess



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