Falling Into Infinity


Falling Into Infinity

was the fourth album released by Dream Theater. Released on September 23, 1997 by East West Records. It was the first and last Dream Theater studio album to feature keyboardist Derek Sherinian who had been hired three years previous to perform on the Awake tour. The album was produced by Kevin Shirley. The writing process and the pre-production were so stressful for the band, that they actually considered to end the band. The subsequent commercial and critical sub-par performance, along with the change of management, led to the band demanding to be without much label intervention in the future albums.


Dream Theater

  • Mike Portnoy – Drums, Percussion and Background Vocals
  • John Petrucci – Guitars and Background Vocals
  • John Myung – Bass and Chapman Stick
  • Derek Sherinian – Keyboards and Background Vocals
  • James LaBrie – Lead Vocals and Background Vocals

Guest Musicians

  • Doug Pinnick (of King’s X) – Vocals on “Lines In The Sand”


  • Kevin Shirley – Engineering, mixing, production
  • Rich Alvy – Engineering assistance
  • Barbara Lipke – Engineering assistance
  • Dave Swope – Mixing assistance
  • Leon Zervos – Mastering
  • Desmond Child – Additional music and lyrics
  • Storm Thorgerson – Artwork


  1. New Millennium (Portnoy) 8:20
  2. You Not Me (Petrucci, Child) 4.58
  3. Peruvian Skies (Petrucci) 6:43
  4. Hollow Years (Petrucci) 5:53
  5. Burning My Soul (Portnoy) 5:29
  6. Hell’s Kitchen 4:16
  7. Lines In The Sand (Petrucci) 12:05
  8. Take Away My Pain (Petrucci) 6:03
  9. Just Let Me Breathe (Portnoy) 5:28
  10. Anna Lee (LaBrie) 5:52
  11. Trial Of Tears (Myung) 13:05
    • I. It’s Raining
    • II. Deep In Heaven
    • III. The Wasteland

Length: 78:12

About the Album

Although Awake was a moderate success, there was no hit single like “Pull Me Under” coming out of it. At the same time, there were a lot of internal changes in EastWest (the record label Dream Theater was attached to), and this was the beginning of much turmoil for the band. Being treated as nothing more than a one hit wonder past their prime, Dream Theater were told to write a more accessible album, with more potential hits. The label wanted radio singles. s-l1600-5

Following a brief tour to support the release of the EP “A Change of Seasons”, Dream Theater entered Dream Factory Studios in East Rutherford, New Jersey in early 1996 to begin writing material for a new album. This was the first time Dream Theater would write with Derek Sherinian, who had replaced Kevin Moore in 1994.

The label pressured the band into writing concise, radio-friendly songs. This turned into creative conflicts within the band, where John Petrucci would be more willing to adjust to the labels requests, and Mike Portnoy would fight more against it, insisting that “they were just not that sort of band”. This was to become known as the bands “dark period”, and almost saw the band split up by the end of the process. In fact, at the last show of the tour in support of the album, Mike Portnoy announced to the other band members that he quit.

They would be writing songs for over a year, without being given the go ahead to record. In march 1997, the band were finally given the green light with Kevin Shirley producing. They had enough material to release a double album, but the label would only agree to a  single disc. Several songs were cut from the final product: “Speak To Me”, “Cover My Eyes”, “Where Are You Now?”, “The Way It Used To Be” and “Raise The Knife”. All of these can be found on the “Cleaning Out The Closet” fan club CD and the “Falling Into Infinity Demos” Ytsejam Records release.

Another interesting tidbit is that the demo process actually also introduced the first blueprints of what would become Metropolis pt. 2. There was never a formal demo recorded for this, because the decision to limit the album to a single disc was made before, so the plans for this track where shelved with only a rough in studio rehearsal recording being completed.

After the demos were completed, the label requested some changes. They brought in the songwriter Desmond Child, famous for having written songs for artists like Kiss, Aerosmith, Bon Jovi and many others. John Petrucci worked with Desmond Child, transforming the demo “You Or Me” to “You Not Me”.

The song New Millennium came from an alternate version of Caught In A Web that DT performed live called “Caught in Alice’s Nine Inch Tool Garden”. This contained elements of popular 90’s bands such as Alice in Chains, Nine Inch Nails, Tool and Soundgarden. Many of the musical elements in this mishmash were used for New Millennium.

Other dramatic changes to the contents was taking the long instrumental section from the middle of “Burning My Soul” and making it into a standalone instrumental, “Hell’s Kitchen”.

Differences between the original versions and album versions of the song are as follows:

  • New Millenium — Different Intro, slightly different feel
  • You Not Me — Originally titled “You Or Me”, was longer with different feel, lyrics and chorus
  • Peruvian Skies — Very smal changes
  • Hollow Years — Longer, with different lyrics in the chorus
  • Burning My Soul — Much longer, different intro and lyrics, and “Hell’s Kitchen” included in the middle
  • Lines In The Sand — About a minute longer, with a missing bridge and JLB screaming instead of Doug Pinnick’s vocals.
  • Take Away My Pain — Completely different feel and lyrics
  • Just Let Me Breathe — very small changes
  • Anna Lee — Extra verse and lyrics, more guitar
  • Trial of Tears — Slightly longer

(Interestingly: On his album, Blood Of The Snake Derek Sherinian released a song known as “Been Here Before” which is highly reminiscient of “Anna Lee”.)

The recording of the album begun in June of ’97, at The Power Station (now Avatar Studios) in Manhattan, New York City. The recording session was much more enjoyable than the process leading up to it, and went ahead trouble free. They brought in Doug Pinnick (from King’s X) to sing guest vocals on “Lines In The Sand”. The recording process was well documented, and was released on a fan club cd and later on a Ytsejam Records CD as “The Making of Falling Into Infinity”.


The recording process on Falling Into Infinity was different from what they did before and since. Instead of tracking instrument for instrument, they chose to track song for song, as a band. They wouldn’t go on to the next song until the previous was fully recorded.

Petrucci and Portnoy originally wanted the album originally to be called “Stream of Consciousness”, a line that appears in “Lines In The Sand”. But ultimately the rest of the band vetoed it because they felt it was too pompous. Attentive fans will notice that the band reused the title for the instrumental song on Train of Thought – and Train of Throught in itself is also a kind of a synonym for Stream of Consciousness. Falling Into Infinity was proposed by Petrucci instead.

For cover design, Dream Theater approached Storm Thorgerson, an artist that has worked with Pink Floyd on many of their most famous artworks. In the process, the band name font was also changed to better fit the concept of the artwork (and Storm Thorgerson refused to use art created by another person). The “Majesty Symbol” appears in the bottom black area of the album cover.

Due to Kevin Moore having left Dream Theater, Mike Portnoy felt the calling of writing lyrics. All of his lyrics were inspired and drawn from the experiences and frustrations surrounding the process leading up to the album. He was disillusioned with the music industry, and the record label. One song in particular was directed to their old champion Derek Oliver, who had been there supporting them from “When Dream And Day Unite”.

Other lyrical content was also dealing with very heavy issues: Peruvian Skies and Anna Lee, penned by Petrucci and LaBrie, were about abuse. Petrucci wrote about his fathers death in Take Away My Pain. And Lines In The Sand has very religious undertones.

Falling Into Infninty was released on September 23, 1997. Reviews called it their weakest effort since the debut. Commercially it was a failure. The commercial aspect of the album failed to break any new ground for the band – there were no hits, no increased radio play, no increased exposure. The record was, at the time, viewed as the most controversial Dream Theater album, and many fans were very disappointed with it.

As a result, the band changed management, and chose to play it hard: they demanded to be free from label interference on future albums. Portnoy stated that without the label interference, the album would have been a lot different. A version of the double album they proposed to the record label was released on Ytsejam Records, with all the demo versions (including the full “Burning My Soul”) intact, and with an added bonus of the very raw rehearsal tape of Metropolis Pt. 2. However, John Petrucci stated in an interview in 2014:

Maybe I could set the records straight: I think that’s a really big misunderstanding. The label didn’t have an influence on the album. We wrote the kind of album we wanted to write. We went in there with Kevin Shirley, a great friend of mine, and we got really experimental with the songs, you know, how we recorded each song. Each song was recorded completely different, which was something that was new for us. Different amps, different drum kits, everything. And Kevin, as a producer – if that’s the influence we’re talking about- did come in, saying: „In that song let’s move this and that”, and he did what producers do. I think it’s a great album, I’m really proud of it. I think that’s a misunderstanding, as to the direction, but I’ve heard people say that before. It’s different.  The first album with Derek, we had a new influence in him as a keyboard player and writer, like I said the way that Kevin produced it was very different, so it kinda stands out in a lot of ways. Even the things that I used, different guitars and things. Very different.

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