Released	June 23, 2009
Recorded	October 2008 – March 2009 atAvatar Studios in New York City
Genre	Progressive metal
Length	75:25
Label	Roadrunner
Producer	John Petrucci, Mike Portnoy

Black Clouds & Silver Linings is the tenth studio album by American progressive metal band Dream Theater, released on June 23, 2009 through Roadrunner Records.^[2][3] It is the band’s last album to feature drummer and founding member Mike Portnoy before his departure on September 8, 2010.^[4] The album was recorded between October 2008 and March 2009 atAvatar Studios in New York City. It was produced by John Petrucci and Portnoy, and was engineered and mixed by Paul Northfield.

History

Dream Theater began to work on the album in October 2008.^[3] Mike Portnoy described Black Clouds & Silver Linings as, “a Dream Theater album with ‘A Change of Seasons‘, ‘Octavarium‘, ‘Learning to Live‘, ‘Pull Me Under‘ and ‘The Glass Prison‘ all on one album.”^[5] Jordan Rudess later explained during a demonstration at the NAMM Show for Spectrasonics software (which he used heavily on the album), “We’ve been entering into the Gothic domain quite a bit on this album.”^[6] but as he was at a Music Industry trade show speaking about a specific piece of software at the time, debate exists whether he was making an over-arching statement about the sonic or lyrical tone of the album or simply the keyboard sounds when using said software.

Lyrical themes

The album’s lyrics were written by John Petrucci and Mike Portnoy, and all except one concern personal experiences about disturbing or difficult moments of their lives. Petrucci wrote “A Nightmare to Remember” about a car accident he was involved in as a child, “The Count of Tuscany”, about an actual encounter he had in Tuscany, and “Wither” about the process of songwriting for him.^[7] “The Best of Times” was written by Mike Portnoy about his father, who died from cancer. “I just wanted to write something that was a tribute to our life together,” said Portnoy, who played the song for his father prior to his death.^[8]“The Shattered Fortress” is the final part of Portnoy’s Twelve-step Suite, reprising and concluding themes and motifs from the suite that began on 2002’s Six Degrees of Inner Turbulence album. The remaining song, “A Rite of Passage”, concernsFreemasonry; a video of the edited single was released on May 8, 2009.

“Wither” was released as a single on September 15, 2009. In addition to the album version of the song, the single contained an alternate version featuring only a piano and vocals, a demo version with John Petrucci on vocals, and a demo version of “The Best of Times” with Mike Portnoy on vocals. There was also a video to follow it which was released on November 18, 2009.

Reception

Initial critical response to Black Clouds & Silver Linings was generally favorable. At Metacritic, which assigns a normalizedrating out of 100 to reviews from mainstream critics, the album has received an average score of 68, based on five reviews.^[19]Rich Wilson, author of Lifting Shadows, previewed the album for Metal Hammer, calling the album “Dream Theater’s finest and most balanced album in a decade.”^[20] Eduardo Rivadavia of Allmusic gave the album four out of five stars writing, “Black Clouds & Silver Linings is still an archetypal Dream Theater album; one that’s unlikely to broaden their audience all that much, but is conversely guaranteed to thrill their hardcore converts with its renewed devotion to the most exigent and stimulating facets of the band’s chosen musical domain.”^[9] Similarly David Buchanan of Consequence of Sound, an online music magazine, said: “that this release will not necessarily bring in new fans but will also not disappoint the current flock, and this is very true. There are no improvements, but no sheer letdowns, either.” He gave the album four and a half stars out of five.^[21]The album was named as one of Classic Rock‘s 10 essential progressive rock albums of the decade.^[22]

The album debuted at #6 on the Billboard 200 selling 40,285 copies.^[23] It was the first time in the band’s history that they have cracked the Top 10 on that chart, and is currently the band’s highest single week sales of an album. The album also debuted at #1 on Billboard Top Internet Albums, and #2 on Billboard Top Rock Albums.^[24] The album also marked the first time that the band came at the number one spot in Finland.

Track listing

No.	Title	Lyrics	Music	Length
1.	“A Nightmare to Remember”	John Petrucci	Petrucci, Mike Portnoy, John Myung, Jordan Rudess	16:10
2.	“A Rite of Passage”	Petrucci, Portnoy	Petrucci, Portnoy, Myung, Rudess	8:35
3.	“Wither“	Petrucci	Petrucci	5:25
4.	“The Shattered Fortress” X. “Restraint” XI. “Receive” XII. “Responsible“	Portnoy	Petrucci, Portnoy, Myung, Rudess	12:49
5.	“The Best of Times”	Portnoy	Petrucci, Portnoy, Myung, Rudess	13:07
6.	“The Count of Tuscany”	Petrucci	Petrucci, Portnoy, Myung, Rudess	19:16

Special edition tracks

The 3-disc Special Edition also included a bonus disc of six cover tracks, entitled “Uncovered 2008/2009”. These tracks were originally released separately, one per week, in the weeks leading up to the album’s release.

No.	Title	Writer(s)	Original artist	Length
1.	“Stargazer“	Ronnie James Dio, Ritchie Blackmore	Rainbow	8:10
2.	“Tenement Funster“/”Flick of the Wrist“/”Lily of the Valley“	Roger Taylor Freddie Mercury	Queen	8:17
3.	“Odyssey”	Dixie Dregs	Dixie Dregs	7:59
4.	“Take Your Fingers from My Hair”	Randy Jackson	Zebra	8:18
5.	“Larks’ Tongues in Aspic – Part II“	Robert Fripp	King Crimson	6:30
6.	“To Tame a Land“	Steve Harris	Iron Maiden	7:15

Also included in the three disc special edition are instrumental tracks of the songs. All tracks have been altered from their original versions.^[25]

No.	Title	Length
1.	“A Nightmare to Remember”	15:39
2.	“A Rite of Passage”	8:36
3.	“Wither”	5:29
4.	“The Shattered Fortress”	12:47
5.	“The Best of Times”	13:20
6.	“The Count of Tuscany”	18:48

Deluxe collector’s edition box set

A deluxe collectors’-edition boxed set of the album was also released. Packaged in a silver foil embossed black velvet box the set includes the 3 Special Edition CDs, a 180-Gram Double LP, a DVD with isolated audio tracks for each instrument, a lithograph of the album cover, with only 100 being signed by Hugh Syme, and a mouse pad. Those who pre-ordered were able to download a newly recorded cover song each week beginning on May 19, 2009 until the album’s release. 100 box sets contained a “silver ticket” entitling the purchaser and one guest to a meet-and-greet with the band.^[26] This version was also a Limited Edition release, only 14,000 were made.^[27]

Lyrics

1. A Nightmare To Remember

[Music by Petrucci, Portnoy, Rudess and Myung, Lyrics by John Petrucci]

A nightmare to remember
I’d never be the same.
What began as laughter
So soon would turn to pain.
The sky was clear and frigid
The air was thick and still
Now I’m not one to soon forget
And I bet I never will

Picture for a moment
The perfect irony
A flawless new beginning
Eclipsed by tragedy.
The uninvited stranger
Started dancing on his own
So we said goodbye
To the glowing bride
And we made our way back home.

Life was so simple then
We were so innocent.
Father and mother
Holding each other.

Without warning
Out of nowhere
Like a bullet
From the night
Crushing Glass
Rubber and steel
Scorching fire
Glowing lights
Screams of terror
Pain and Fear
Sounds of sirens
Smoke in my eyes
Sudden stillness
Blackened silence
No more screaming
No more cries

Stunned and bewildered
Cold and afraid
Torn up and broken
Frightened and dazed

Stunned and bewildered
Cold and afraid
Torn up and broken
Frightened and dazed

Lying on the table
In this unfamiliar place
I’m greeted by a stranger
A man without a face
He said, “Son, do you remember?
Do you even know your name?”
Then he shined a light into my eyes
And said, “take this for the pain.”

Hopelessly drifting,
Bathing in beautiful agony.
I am endlessly falling,
Lost in this wonderful misery.
In peaceful sedation, I lay half awake
And all of the panic inside starts to fade.
Hopelessly drifting,
Bathing in beautiful agony.

“Tell me does this hurt you?”
Said the faceless man.
“Can you move all of your fingers?
Can you try your best to stand?”
I asked about the others
Is everyone OK?
He told me not to worry
As he turned and looked away.

Hopelessly drifting,
Bathing in beautiful agony.
I am endlessly falling,
Lost in this wonderful misery.
In peaceful sedation, I lay half awake
And all of the panic inside starts to fade.
Hopelessly drifting,
Bathing in beautiful agony.

Day after day
And night after night
Replaying the events
Did they ever see the red light?

Over and over
Scene by scene
Like a recurring nightmare haunting my dreams.
How can you prepare for what would happen next?
No son should ever have to see his father such a mess
It’s a miracle he lived
It’s a blessing no one died
By the Grace of God above
Everyone survived

Life was so simple then
We were so innocent.
It will stay with us forever
A nightmare to remember

2. A Rite Of Passage

[Music by Petrucci, Portnoy, Rudess and Myung, Lyrics by John Petrucci]

Since the new world order
Played upon our fears
Spreading accusations
Of radical ideas

The brotherhood of wisdom
Strength and dignity
Its rituals and secrets
Remain a mystery

Beneath an ever watchful eye
The angels of the temple fly

Turn the key
Walk through the gate
The great ascent
To reach a higher state
A rite of passage

The final stage
A sacred home
Unlock the door
And lay the corner stone
A rite of passage

Men of wealth and power
Influence and fame
Philosophers and leaders
All members of the trade

Bound by oath and honor
Like the rose and cross
An enigmatic union
Of esoteric thought

Beneath an ever watchful eye
The angels of the temple fly

Turn the key
Walk through the gate
The great ascent
To reach a higher state
A rite of passage

The final stage
A sacred home
Unlock the door
And lay the corner stone
A rite of passage

Turn the key
Walk through the gate
The great ascent
To reach a higher state
A rite of passage

The seven stars
The rising sun
A perfect world
Where new life has begun
A rite of passage

3. Wither

[Music & Lyrics by John Petrucci]

Let it out, let it out
Feel the empty space
So insecure
Find the words
And let it out

Staring down, staring down
Nothing comes to mind
Find the place
Turn the water into wine

But I feel I’m getting nowhere
And I’ll never see the end

So I wither
And render myself helpless
I give in
And everything is clear
I breakdown
And let the story guide me

Turn it on
Turn it on
Let the feelings flow
Close your eyes
See the ones you used to know

Open up open up
Don’t struggle to relate
Lure it out
Help the memory escape
Still this barrenness consumes me
And I feel like giving up

So I wither
And render myself helpless
I give in
And everything is clear
I breakdown
And let the story guide me

I wither
And give myself away

Like reflections on the page
The world’s what you create

I drown in hesitation
My words come crashing down
And all my best creations
Burning to the ground
The thought of starting over
Leaves me paralyzed

Tear it out again
Another one that got away

I wither
And render myself helpless
I give in
And everything is clear

I wither
And render myself helpless
I give in
And everything is clear
I breakdown
And let the story guide me
I wither
And give myself away

Like reflections on the page
The world’s what you create

4. The Shattered Fortress

[Music by Petrucci, Portnoy, Rudess and Myung, Lyrics by Mike Portnoy]

[X. Restraint]

Freedom calls my name
Serenity keeps me sane
Happiness — it dulls the pain

Honest to see my place
Open to other ways
Willingness to understand

Justice but do not judge
Courtesy for others’ flaws
Kindness — it’s not that hard

Self-restraint of tongue and pen
Inventory — my daily friend
Analysis let down your guard

Look in the mirror
What do you see?
The shattered fortress
That once bound me

Faithful ascent, through darkest fires
I’ve found the path to take me higher

You’re smart enough for me to trust go live your life now
Just keep these steps in your life and you’ll know how
If you’re not sure, ask yourself,
“Have I done to them as I would have them do to me?”

Look in the mirror
What’s that you see?
The shattered fortress
Fly now be free

Faithful ascent, through darkest fires
I’ve found the path to take me higher

I once thought it better to be right
But now I have finally seen the light
Sometimes you’ve got to be wrong
And learn from mistakes
I live with serenity now
Not self-righteous hate

[XI. Receive]

(Help me be a channel of Thy peace
That where there is hatred, I may bring love;
That where there is wrong, I may bring the spirit of forgiveness;
That where there is discord, I may bring harmony;
That where there is error, I may bring truth;
That where there is doubt, I may bring faith)

Now that you can see all you have done
(That where there is despair, I may bring hope;
That where there are shadows, I may bring light)

It’s time to take that step into the kingdom
(That where there is sadness, I may bring joy)

All your sins will help to make you strong
(That I may seek rather to comfort, than to be comforted.
That I may seek to understand than to be understood)

And help you break right through the prison wall
(That I may seek to love, rather than to be loved,
for it is by self-forgetting that one finds,
it is by forgiving that one is forgiven)

Keep all of me,
The desires that once burned me deep inside
Help me live today
And help to give me grace
To carry out your way

I am ready, help me be all I can be
I am ready, help guide me and keep me free

[XII. Responsible]

I am responsible when anyone, anywhere
Reaches out for help, I want my hand to be there
I am responsible when anyone, anywhere
Reaches out for help, I want my hand to be there

[Dedicated to Bill W. and all of his friends]

5. The Best Of Times

[Music by Petrucci, Portnoy, Rudess and Myung, Lyrics by Mike Portnoy]

Remember days of yesterday
How it flew so fast
The two score and a year we had,
I thought it would always last
Those summer days and west coast dreams
I wished would never end
A young boy and his father,
Idol and best friend

I’ll always remember
Those were the best of times
A lifetime together
I’ll never forget

The morning shows on the radio
The case of the missing dog
Lying on the pillows at the old 812
Watching Harold and Maude
The record shops, the stickball fields
My home away from home
And when we weren’t together
The hours on the phone

I’ll always remember
Those were the best of times
I’ll cherish them forever
The best of times

But then came the call
Our lives changed forever more
“You can pray for a change
But prepare for the end…”

The fleeting winds of time
Flying through each day
All the things I should’ve done
But time just slipped away
Remember seize the day
Life goes by in the blink of an eye
With so much left to say

These were the best of times
I’ll miss these days
Your spirit lit my life each day

Thank you for the inspiration
Thank you for the smiles
All the unconditional love
That carried me for miles
It carried me for miles
But most of all thank you for my life

These were the best of times
I’ll miss these days
Your spirit lit my life each day
My heart is bleeding bad
But I’ll be OK
Your spirit guides my life each day

[In Loving Memory of Howard Portnoy 1940-2009]

6. The Count Of Tuscany

[Music by Petrucci, Portnoy, Rudess and Myung, Lyrics by John Petrucci]

Several years ago
In a foreign town
Far away from home
I met the Count of Tuscany

A young eccentric man
Bred from royal blood
Took me for a ride
Across the open countryside

Get into my car
Let’s go for a drive
Along the way
I’ll be your guide
Just step inside

Maybe you recall
A cannibal curator
A character inspired by my brother’s life

Winding through the hills
The city far behind
On and on we drove
Down narrow streets and dusty roads

At last we came upon
A picturesque estate
On sprawling emerald fields
An ancient world of times gone by

Let me introduce
My brother
A bearded gentleman
Historian
Sucking on his pipe
Distinguished accent
Making me uptight
No accident

I want to stay alive
Everything about this place
Just doesn’t feel right
I
I don’t want to die

Suddenly I’m frightened for my life

I want to say goodbye
This could be the last time
You see me alive

I-
I may not survive
Knew it from the moment we arrived

Would you like to see
Our secret holy place?
I come here late at night
To pray to him by candle light

Then peering through the glass
I saw with disbelief
Still dressed in royal clothes
The saint behind the altar

History recalls
During times of war
Legend has been traced
Back inside these castle walls

Where soldiers came to hide
In barrels filled with wine
Never to escape
These tombs of oak are where they died

Down the cellar stairs
I disappear
Like the English heir
The end is near

Come and have a taste
A rare vintage
All the finest wines
Improve with age

I want to stay alive
Everything about this place
Just doesn’t feel right
I
I don’t want to die
Suddenly I’m frightened for my life

I want to say goodbye
This could be the last time
You see me alive

I
I may not survive
Knew it from the moment we arrived

Could this be the end?
Is this the way I die?
Sitting here alone
No one by my side

I don’t understand
I don’t feel that I deserve this
What did I do wrong?
I just don’t understand

Give me one more chance
Let me please explain
It’s all been circumstance
I’ll tell you once again

You took me for a ride
Promising a vast adventure
Next thing that I know
I’m frightened for my life

Now wait a minute man
That’s not how it is
You must be confused
That isn’t who I am

Please don’t be afraid
I would never try to hurt you
This is how we live
Strange although it seems
Please try to forgive

The chapel and the saint
The soldiers and the wine
The fables and the tales
All handed down through time

Of course you’re free to go
Go and tell the world my story
Tell about my brother
Tell them about me
The Count of Tuscany…