Dream Theater Wiki
Black Clouds & Silver Linings
Black Clouds

cover art by Hugh Syme

Studio album by Dream Theater
Released 23 June 2009
Recorded October 2008 – March 2009 at Avatar Studios in New York City
Genre Progressive metal, progressive rock, gothic metal, symphonic metal
Length 75:25
Label Roadrunner
Producer John Petrucci & Mike Portnoy
Dream Theater studio chronology
Systematic Chaos
Black Clouds & Silver Linings
A Dramatic Turn of Events
Singles from Black Clouds & Silver Linings
  1. "A Rite of Passage"
    Released: May 11, 2009
  2. "Wither"
    Released: September 15, 2009

Black Clouds & Silver Linings is the tenth studio album by Dream Theater. The album was released on June 23, 2009. The album is Dream Theater's second since signing with Roadrunner Records. The album is notable for the great deal of pre-release promotion, and the large amount of differing editions that can be purchased.

It is also notable for being the last Dream Theater album featuring Mike Portnoy on drums before leaving the band in September 2010. He would rejoin the band 13 years later in October 2023.


  • Mike Portnoy - Drums, vocals, co-producer
  • John Petrucci - Guitars, co-producer
  • John Myung - Bass
  • James LaBrie - Vocals
  • Jordan Rudess - Keyboard, continuum, lap steel guitar
  • Jerry Goodman - Violin on 'The Best of Times', 'Odyssey' and 'Larks' Tongues in Aspic, Part Two'
  • Paul Northfield - Recording, Mixing, Co-Producer (Vocal tracks)
  • Leon Zervos - Mastering
  • Rick Kwan - Assistant Engineer, Digital Editing


Disc One: Black Clouds & Silver Linings[]

1. A Nightmare to Remember (Petrucci) 16:10

2. A Rite of Passage (Petrucci) 8:35

3. Wither (Petrucci) 5:35

4. The Shattered Fortress (Portnoy) 12:49

5. The Best of Times (Portnoy) 13:09

6. The Count of Tuscany (Petrucci) 19:16

Disc Two: Cover songs[]

1. Stargazer (Rainbow) 8:10

2. Tenement Funster/Flick of the Wrist/Lily of the Valley (Queen) 8:16

3. Odyssey (The Dixie Dregs) 7:59

4. Take Your Fingers From My Hair (Zebra) 7:21

5. Larks' Tongues In Aspic, Part Two (King Crimson) 6:30

6. To Tame a Land (Iron Maiden) 7:15

Disc Three: Instrumental mixes[]

1. A Nightmare to Remember 15:37

2. A Rite of Passage 8:35

3. Wither 5:37

4. The Shattered Fortress 12:45

5. The Best of Times 12:49

6. The Count of Tuscany 18:47

Pre release[]

The band released an advance single for "A Rite of Passage" which was available on Roadrunner's website for a 24 hour period. A video was also shot and released for the song.

Across the five weeks leading up to the album's release, they revealed the cover songs by releasing them as singles, one by one, beginning with Stargazer. On the sixth week, the album was released.


Pre-release reviews by the press were overwhelmingly positive. Rich Wilson, who reviewed the album for Metal Hammer, called it Dream Theater's most focused album in a decade. As with any band of a certain age, fan reception was mixed, but largely the reception has been, again, positive, and hailed by some as a return to form.

Tone and Lyrics[]

The album is dark, personal and heavy. Out of the four tenets of Dream Theater's sound (progressive, metal, melodic and pop) the band heavily uses the metal sound, notable on songs such as "A Nightmare to Remember", "The Shattered Fortress", and "The Count of Tuscany" though the latter contains many melodic and progressive passages as well. "A Rite of Passage", the vanguard song of the album is seen as being the perfect mixture of all four sounds, and "Wither" is the most pop-oriented song, though it is also the most melodic. Perhaps most interesting is "The Best of Times" which is up-tempo and fast, though not heavy like much of the album. It has been praised for being a little more restrained and melodic, perhaps, than Systematic Chaos.

The lyrics deal almost exclusively with personal experiences, with no fiction being used on this album. "The Shattered Fortress" concludes The AA Saga with the last three steps and is comprised largely of quotes and riffs from the previous songs. Other examples include "Wither" which Petrucci wrote about writing music, "The Best of Times" which Portnoy wrote about his father's death, and Petrucci's "The Count of Tuscany" and "A Nightmare to Remember" tell the story of two frightening experiences he had. On a non-personal note, "A Rite of Passage" is written about the Freemasons.

Cover Art[]

The cover art is seen as being somewhat of a throwback to both Images and Words and Awake, with various elements that are related to themes from the album, though they appear to be more abstract in nature such as Images and Words. It has also been noted that several of the images have appeared in one form or another from previous Dream Theater albums such as Train of Thought and Octavarium.

Alternate versions[]

The album was released in three different editions. The basic, jewel case version contains only one disc, featuring the full length album. The special edition contains two bonus discs: Uncovered 2008/09 is disc two, and there's also an instrumental edition of the album. The third version of the album is The Collector's Edition Box Set. The box set contains all three discs from the Special Edition, as well as an additional "producer's disc" which contains isolated tracks. The box set also included a lithograph and a mouse pad, and five box sets contained silver tickets, which entitled the buyer to free entry to one gig, with a meet and greet package bundled in.

"I am responsible. When anyone, anywhere, reaches out for help, I want my hand to be there..."