In June 2018, Dream Theater secluded themselves in a private location in upstate New York to begin writing for the new record. While spending the summer living together in the property’s adjacent residence, the band spent their days and nights crafting the music that would make up the new album in the ‘Yonderbarn’; a beautiful and spacious barn that had been meticulously transformed into a state-of-the art film and recording studio.

Following an intense & extremely productive period of group writing sessions and wanting to retain the magic that was captured in this scenic and inspiring location, they decided to record the album in the very room they had all convened to write together in. Living together during the writing and recording for Distance Over Time marked another first for the band’s 33-year career. The result is a heavier collection of songs that showcases the early roots of the band while exploring new territory as musicians and as friends.

In a not so distant future, our world has returned to the ugliness of feudalism. Only this time, those in power control the servant class with the very thing that once inspired men to rise up and take back their lives—music. But it is not the music of old. That music is forgotten. No, this new music is engineered entirely by machines. This music suppresses that part of humanity which might be inspired. This music suppresses hope.

But what is old will be made new again. In the village of Ravenskill lives a young man, Gabriel, who comes with a gift of power. A gift of music. As a human expression.

Gabriel’s brother, Arhys, leads a rebel militia that is trying to liberate the people. And he believes Gabriel’s gift is the key; a key he hopes will help him keep a promise he made his wife on her deathbed.

But the emperor and his son have different plans–to maintain control. Those plans may find an unlikely challenger in their own family. And the resulting conflict may yield lasting consequences. For them all.

With music as a moving force, the choices each player must make will bring them to a shared moment of pain. And perhaps redemption.

Dream Theater and Turbo Tape Games have worked close together to create this signature board-game, a reenactment of Dream Theater’s epic rock opera The Astonishing. It enables players to unfold and untangle the original story from the perspectives of both The Ravenskill Rebel Militia and The Great Northern Empire of the Americas. The full story is not grasped before completing the game from both sides of the conflict, during which players’ battle for influence and control over the will of the people.

The Astonishing is Dream Theater’s second concept album after 1999’s Metropolis Pt 2: Scenes from a Memory. Described as an “honest-to-God rock opera” by Rolling Stone, it has been compared to The Who’s Tommy (1969), Rush’s 2112 (1976), Pink Floyd’s The Wall (1979), and Queensrÿche’s Operation: Mindcrime (1988). 2112 also revolves around music being used to achieve freedom in a futuristic setting. The album’s story was inspired by Petrucci’s love of fantasy and science fiction franchises such as Game of Thrones, Lord of the Rings, and Star Wars, as well as his observations on the role of technology in modern-day society. In an interview with Billboard, he explained, “I was thinking of all of the things now that people used to do that they don’t do anymore because they’re automated or done by robots: lots of jobs, self-driving cars coming right around the corner … My thought was, ‘What would happen if … music became all artificial?’”

Clocking in at over two hours in length and containing 34 tracks, The Astonishing was planned as an immersive experience that would be best enjoyed as a full album as opposed to a collection of singles. The album plays out similarly to a film, with Loudwire observing, “It’s an enormous amount of music to absorb in one sitting, but when you think about it, most movies are around two hours in length, and The Astonishing is very much like a movie in the way it delivers the storyline.” Certain songs, such as “A Savior in the Square” and “Our New World”, have reoccurring themes, while others stand more on their own in order to move the plot along.

In writing music to match The Astonishing‘s narrative, Dream Theater ended up playing in a wide variety of styles, from cinematic instrumentals to mellow ballads to the band’s more conventional progressive metal. Compared to previous Dream Theater albums, there is more acoustic playing, both in terms of guitar and piano. In an interview with Ultimate Guitar, Petrucci specifically mentioned the song “A Life Left Behind”, recalling, “It starts with an acoustic, kind of proggy riff, which is something we’ve never done and has a very Yes sort of feel.” Several songs introduced new elements to the band’s music, such as “The X Aspect”, which is the first Dream Theater song to use bagpipes, and “Three Days”, which features a saloon-style swing section that was written as a juxtaposition to the bleaker aspects of the album’s story. Five of the album’s tracks are short, electronic songs that represent the music of NOMACS.

In calling the album Dream Theater, the band tried to define who they were and emphasize that they were moving forward. Reflecting on the decision for Guitar World, Petrucci said, “We wanted to make this album a reference point for fans as far as what Dream Theater is all about. That was the goal and the mission, and it set the tone for the entire project.” In an article for Grantland, Steven Hyden noted the album’s stylistic similarities to Rush, writing, “There are songs on Dream Theater that are just straight-up Rush imitations, most notably ‘The Looking Glass,’ which crossbreeds ‘Limelight’ with ‘Freewill’ while leaving out Neil Peart’s misanthropic individualism.”

The songs on Dream Theater are shorter and more compact on average than on other Dream Theater albums, a conscious decision made by the band during writing that Petrucci later admitted was a challenge for them. Two songs on the album made use of a string ensemble, including the 20-minute closer “Illumination Theory”, which keyboardist Jordan Rudess called the band’s opportunity to go “crazy” after writing so many concise songs. Split into five sections, the track goes through many style and time signature changes, with Loudwire observing, “Jam-packed with a head-spinning mix of quiet interludes, face melting jams and, courtesy of bassist Myung and Mangini, forests full of rhythmic majesty, this suite plays like a mini album in itself.”

Dream Theater features two instrumentals, “False Awakening Suite” and “Enigma Machine”, the former of which was written specifically to open the band’s live shows. They were the first instrumentals that the band had written for a studio album since “Stream of Consciousness” on 2003’s Train of Thought. Many of the album’s lyrics are based on real events; for example, “The Enemy Inside”, which deals with post-traumatic stress disorder (PTSD), was written in response to the Boston Marathon bombings, and “Behind the Veil” references the Elizabeth Smart kidnapping.

Dream Theater began to work on the album in October 2008. 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.”

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. Though most songs were written by Petrucci, “A Nightmare to Remember” was based on a childhood car incident; “The Count of Tuscany” was about an actual encounter he had in Tuscany; and “Wither” was about the process of songwriting for him. “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. “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”, concerns Freemasonry; 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.

After recording their twentieth anniversary concert, Score, on April 1, 2006, Dream Theater rested for its first summer in ten years. The band would reconvene at Avatar Studios, in New York City, in September 2006. Mike Portnoy stated that the relationship between band members was “the best it’s ever been”. The band hired Paul Northfield, who had previously worked with bands that had inspired Dream Theater, including Rush and Queensrÿche, to engineer the album. As with previous albums, Dream Theater simultaneously wrote and recorded Systematic Chaos. Mike Portnoy and John Petrucci co-produced the album; Portnoy said that the band hires an engineer and a mixer to act as an “objective outside ear”, but the members ultimately “call their own shots”. Previous Dream Theater albums shared planned themes throughout, such as Metropolis Pt. 2: Scenes from a Memory (1999) as a concept album or Train of Thought (2003) as a heavy, “balls to the wall” album. Though Portnoy had some preconceived ideas for Systematic Chaos, he decided not to tell the rest of the band; leaving them to start with a “completely open palate”. However, Portnoy did want to retain a “cutting, aggressive, modern” mood throughout, “It had to have balls,” he added, “it had to be cool”.

The album was titled Systematic Chaos after Portnoy and Petrucci picked phrases from song lyrics that they felt would be a fitting title, in similar fashion to previous albums like Images and Words (1992) or Awake (1994). The pair selected the word “chaos”, which appears in “The Dark Eternal Night”. Petrucci and Portnoy were also attracted to the phrase “Random thoughts of neat disorder” which appears in “Constant Motion”. Inspired by the “duality” of the phrase, opposites of the word “chaos” were discussed, resulting in the word “systematic”. Portnoy said that in addition to the album, “systematic chaos” is also a “fitting description of the band in general”.

After completing a North American tour supporting one of their main influences, Yes, in summer 2004, Dream Theater took a two-month break. The band reconvened at The Hit Factory in New York City in November 2004 to begin work on their eighth studio album. The Hit Factory, a studio in which artists such as Michael Jackson, Madonna, Stevie Wonder, U2 and John Lennon had recorded, was earmarked for closure. Dream Theater was the last band to record there before it was permanently closed.

After writing the concept album Metropolis Pt. 2: Scenes from a Memory, the double album Six Degrees of Inner Turbulence and the metal-focused Train of Thought, the band decided to create “a classic Dream Theater album”. Keyboardist Jordan Rudess described it as “really going back to creating a real band effort, as well as drawing upon all our various stylistic influences.” On Octavarium, the band wanted to make the music less complex, featuring songs which Rudess regards as “quicker to appreciate”, although noted that the twenty-four-minute “Octavarium” was not as accessible. Guitarist John Petrucci noted that they wanted to focus on writing strong songs. To achieve this, the band stripped the sound down to piano, guitar and vocals when writing, focusing on the melodies and song structures.

Drummer Mike Portnoy dismissed claims that Octavarium was an attempt to write a more commercial album, stating that the band simply “has that side to them. We love bands like U2 or Coldplay, as well as liking shorter songs as well.” Portnoy noted that, after writing Six Degrees of Inner Turbulence and Train of Thought, they had not written an album of shorter songs for some time. He said that the band had found writing longer songs easier than writing shorter ones, and that the band was not trying to write a radio hit as “the label wouldn’t have done crap with it anyway.”

The band had previously written an orchestral-style piece in the form of “Overture” on Six Degrees of Inner Turbulence, but recorded it using keyboards. The tracks “The Answer Lies Within”, “Sacrificed Sons” and “Octavarium” marked the first time Dream Theater worked with an orchestra, conducted by Jamshied Sharifi (who studied at Berklee College of Music at the same time as Portnoy, Petrucci and bassist John Myung). The orchestra was selected based on their sight reading ability, allowing all their parts to be recorded in a maximum of two takes, even though they had never seen or played the music before.

The album opens with the same chord that closed the previous album, Six Degrees of Inner Turbulence. Similarly, the faint piano note that ends the album is heard at the beginning of the band’s next album, Octavarium.

Some lyrics of “As I Am” were inspired by Dream Theater’s 2003 summer tour with Queensrÿche, described by Mike Portnoy as an “irksome series of shows.” According to Portnoy, Queensrÿche guitarist Mike Stone tried giving John Petrucci tips on playing guitar, leading Petrucci to write the lyrics: “Don’t tell me what’s in, tell me how to write”.

“This Dying Soul” continues Mike Portnoy’s Twelve-step Suite, which started with “The Glass Prison” on Six Degrees of Inner Turbulence and later continued with “The Root of All Evil” on Octavarium, “Repentance” on Systematic Chaos, and concluded with “The Shattered Fortress” on Black Clouds & Silver Linings. These songs share some of the lyrics and melodies. For example, this song features a riff from “The Glass Prison”, which is heard at the start of this song’s step “Release”.

“Honor Thy Father” was written about Mike Portnoy’s stepfather. When asked about what inspired him to write that song, he stated in an IRC: “I’m not very good at writing love songs, so I decided to write a hate song!”

Some of the samples in the instrumental break “Honor Thy Father” are taken from Paul Thomas Anderson’s film Magnolia, in the scene when Jason Robards’ character is talking to Philip Seymour Hoffman’s character about his regrets in life. There are also parts taken from the film At Close Range in which a scene of Sean Penn and Christopher Walken’s characters can be heard arguing. Other voice samples heard during the bridge were taken from the movies Ordinary People, The Royal Tenenbaums, and Oz.

The lyrics to “Vacant” were inspired by James LaBrie’s daughter, who fell into a short coma after suffering a sudden, unexplained seizure three days before her seventh birthday.

“Stream of Consciousness” is the longest instrumental on a Dream Theater studio album to date.

Between 5:51 and 6:07 of the song “In the Name of God”, there was a hidden composition buried beneath the far louder sounds of the song itself which lay undiscovered for over a year and a half. The band did not tell anyone that a hidden “nugget” (as it became known amongst Dream Theater fans) was present in the song, and only when Mike Portnoy mentioned it in his Mike Portnoy: Live at Budokan Drum-Cam DVD over a year later did someone find it. The Mike Portnoy message board was rife with fans scouring the song looking for what it might be, until a fan going by the pseudonymous name “DarrylRevok” mentioned that from 5:51 to 6:07 there appeared to be morse code audible, which Nick Bogovich (user handle “Bogie”) isolated and discovered that when translated to English, the phrase “eat my ass and balls” (a Mike Portnoy catchphrase) was the result.

From 12:56 onwards of “In the Name of God”, the American Civil War hymn “The Battle Hymn of the Republic” can be heard in the right channel.

Jordan Rudess played the final note in the album (heard at 14:06 of “In the Name of God”) with his nose as shown in the “Making Train of Thought” documentary. Mike Portnoy approved the take while he was filming.