Metropolis Pt. 2: Scenes From A Memory

dreamtheater-scenesfromamemoryMetropolis Pt. 2: Scenes From A Memory

was the fifth album released by Dream Theater, on October 26, 1999 through Elektra Records. Metropolis Pt. 2: Scenes From A Memory (or just Scenes From A Memory, as it’s also known) is the first concept album by Dream Theater. The album is the sequel to the song “Metropolis Pt. 1: The Miracle And The Sleeper”, but the story isn’t directly related to the first part – it is more a continuation and expansion of the themes found there. This album was the first album with Jordan Rudess on keyboards.


Dream Theater

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

Guest Musicians

  • Thereas Thomason – Vocals on “Through Her Eyes” and “The Spirit Carries On”
  • Mary Canty, Shelia Slappy, Mary Smith, Jeanette Smith, Clarence Burke Jr., Carol Cyrus, Dale Scott – Additional Vocals on “The Spirit Carries On”
  • Terry Brown – Voice of the Hypnotherapist
  • David Bottrill – Voce of Edward (uncredited)


  • Doug Oberkircher – sound engineering
  • Brian Quackenbush – assistant engineering
  • Michael Bates – assistant engineering
  • Terry Brown – vocals co-production
  • Kevin Shirley – mixing engineering (tracks 2–8, 11)
  • Rory Romano – mixing engineering assistance (tracks 2–8, 11)
  • David Bottrill – mixing engineering (tracks 1, 9, 10, 12)
  • Shinobu Mitsuoka – mixing engineer assistance (tracks 1, 9, 10, 12)
  • George Marino – mastering engineering
  • Eugene Nastasi – mastering engineering assistance
  • Lili Picou – art direction and design
  • Dave McKean – cover illustration
  • Ken Schles – still life photography
  • Andrew Lepley – house photography


  1. Scene One: Regression (Petrucci) 2:06
  2. Scene Two: I. Overture 1928 (Instrumental) 3:37
  3. Scene Two: II. Strange Deja-Vu (Portnoy) 5:12
  4. Scene Three: I. Through My Words (Petrucci) 1:02
  5. Scene Three: II. Fatal Tragedy (Myung) 6:49
  6. Scene Four: Beyond This Life (Petrucci) 11:22
  7. Scene Five: Through Her Eyes (Petrucci) 5:29
  8. Scene Six: Home (Portnoy) 12:53
  9. Scene Seven: I. The Dance of Eternity (Instrumental) 6:13
  10. Scene Seven: II. One Last Time (LaBrie) 3:46
  11. Scene Eight: The Spirit Carries On (Petrucci) 6:38
  12. Scene Nine: Finally Free (Portnoy) 11:59

Length: 77:06

About the Album

After the release and tour in support of Falling Into Infinity, the band was in turmoil. Mike Portnoy was set on quitting the band, and the rest of the guys were not willing to continue without him. The experience of being commanded into a direction he wasn’t comfortable with left a sour taste, and the stress and turmoil caused him to eventually announce that he would quit at the end of the tour.

Luckily, at the same time Frank Solomon and Bruce Payne were looking to acquire Dream Theater as their clients, and become their management. Their first daunting task was to convince the label of leaving Dream Theater alone, and give them the right to produce their own material – and just keep a observing role. The label, not willing to lose Dream Theater just yet, agreed.

But around the same period of time, John Petrucci and Mike Portnoy had been recording two albums with Jordan Rudess under the moniker “Liquid Tension Experiment”. Rudess, having originally been chosen to take over the keyboards when Kevin Moore left but turned it down, was now in another phase of his life. And this time, Mike Portnoy and John Petrucci convinced him that the time was now right to step into the shoes of being a keyboardist in Dream Theater.


Dream Theater felt Derek Sherinian didn’t quite fit in with the band. The other guys were living quiet family lives, and Derek wanted the flamboyant rock star lifestyle. On stage, he would wear flashy clothes. Around the keyboard area were four lava lamps, a white shag pile carpet, a TV that displayed static and some burning incense. It looked competely out of place when compared to the barren appearance of the area the other four people on stage occupied.

So when the opportunity came, the band decided it was time to let Derek go and hire Jordan, who they saw as a batter fit in many ways.

In order to quell the criticism from the fan base, Mike Portnoy realized they would have to make something extraordinary. The label would be paying close attention, and Portnoy wanted to succeed, just to prove that he was right in demanding creative freedom. Dream Theater already had a 20 minute plus rehearsal version of Metropolis Pt. 2. They also had the idea or notion to create a concept album, having been inspired by classic concept albums like Pink Floyd’s “The Wall”, The Who’s “Tommy”, Marillion’s “Misplaced Childhood” and Queensrÿche’s “Operation: Mindcrime”. The choice was made to merge these ideas into one. Expand the 20 minute demo into a full length concept album.

The album was written and recorded at Bear Tracks Studios, where they’d also recorded Images and Words. The fans had been bugging the band about when Metropolis Pt. 1 would be released. They originally intended to include this on a double cd version of “Falling Into Infinity”, but when the idea of a double album was scrapped, so was the song. Going into the studio, they had this embryo of a song from the “Falling Into Infinity” sessions, and for the first time they went directly into studio to write and record everything there in the same session. They did the writing, arranging and recording as a part of a single creative process.

David Bottrill was hired to mix the album, but disagreements of the quality of the final mix between John Petrucci and Mike Portnoy led the band to bring in Kevin Shirley. He didn’t have the time to do a  complete remix of the tracks, so several of the tracks were left in their original mix. The complete original mix can be found on the “Making of Scenes from a Memory” Ytsejam Records release.

Dream Theater hired a gospel choir to perform on the album, with the lead solois in the choir performing vocals on “The Spirit Carries On” and “Through Her Eyes”. The gospel choir was conducted by Jordan Rudess.

The album was released with “Home” as the leading radio promo. However, the single released to the publc was “Through Her Eyes”. No video was released, and it would be the first album in many years to come to not have a music video created to promote the album. The title “Scenes From A Memory” appears in the song “Home”, but not only that, it also appeared in the original Metropolis song. The title of the instrumental “Dance of Eternity” was taken from the last line of the original Metropolis song.

The static of the end of the album would be leading into the next album, “Six Degrees of Inner Turbulence”, and thereby starting the cycle of connected albums, making a large “Meta Album”.

The news snippet from CNN that was sampled on the record was talking about the death of JFK jr., who crashed a small plane he was piloting on their way to a family wedding on Martha’s Vineyard. The reason for including this sample, was to place the story’s “current date” to be 1999, the release of the album.

The liner notes were printed as though it was a playbill of a theatrical play, with acts and a “cast” listed. The cover art, featuring a collage of old style pictures together making up a face, was created by Dave McKean. The original concept comes from a comic book in the Sandman universe by Neil Gaiman called Brief Lives. It has also been reused later. The Majesty symbol can be found on the right side of the collage.

During the lead up to the release, Dream Theater was very secretive about the content. They did not reveal that it was a concept album, and the title being given out in press was just “Scenes From A Memory” – leaving out “Metropolis Pt. 2”. Fans suspected Metropolis 2 would be a song on the album, especially when the tracklisting was revealed and there was a song on there called “The Dance Of Eternity”.

The cover art was revealed on multiple Dream Theater related sites as a “jig saw puzzle”, each week would reveal a different piece of the puzzle, and if you collected them all from the different sites, you could create the entire cover art.

Scenes From A Memory was a success when released. It was seen as a return to form by fans and critics alike. Critics praised the cohesive concept and story structure. Jordan Rudess was particularly well received.  Fans regularly rank this album in their top 3.

The story was heavily inspired by the movie “Dead Again”, starring Kenneth Branagh and Emma Thompson. There are some key differences in the “plot twist” at the end. Here follows a short synopsis:

Nicholas is a man with dreams and nightmares that haunt him every night. To deal with this, Nicholas has started seeing a Hypnotherapist to  make sense of his dreams. When “under”, he starts seeing a woman called Victoria. What he sees, is familiar enough to make him confused, and real enough to make him stop and think, because he’s never been to these places before.

He travels to the house he saw in a dream. There, an older man opens the door, and explains that there was a young girl murdered there many years ago. He goes to find the news story describing the murder from the library. The description speaks of a murder, and then the killer taking his own life with the gun, and that there was a suicide note on him. The suicide note told the story about how Victoria had left her killer for another man, due to his “wayward” lifestyle.

Nicholas goes to the graveyard, and finds the gravestone. “In loving memory of our child, so innocent, eyes open wide”.

Nicholas decides to go back into hypnotherapy to try to get to the bottom of murder.

Julian Baynes, a drug addict and a gambler. Trying hard to escape from the clutch of his habits.

Edward Baynes, an american senator. There for Victoria when she needed it the most, but taking advantage of a vulnerable woman. He’s a very jealous person, and has for a long time already set his eyes on his brothers girlfriend. He keeps having an affair behind his brothers back.

Victoria tells Edward that she wants to break it off with him, she wants to be with Julian. Edward, blind with jealousy, shoots them both, and tampers with the crime-scene making it seem like a murder-suicide. He then becomes the witness for the police.

The story ends with Nicholas, content with having figured out the real truth behind Victoria’s death, travels home. Pouring a drink and putting on a record, he sits back in a chair to relax. Then suddenly, from having follwed him home, comes the Hypnotherapist and kills him. Apparently, the Hypnotherapist was Edward Baynes reincarnated, and  he killed Nicholas since Nicholas was Victoria reincarnated.

“Scenes From A Memory” was extensively toured. For the entire tour it was being played in its entirety every night, with an encore of older songs (often in medley form). The live tour was filmed in New York in 2000. For the live tour, several videos were shot and displayed on screen. The videos were directed by Kasper V. Kristensen.



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