Falling Into Infinity is the fourth album by Dream Theater and is considered to be their most infamous album. Often cited as being the "black sheep" of Dream Theater's discography, Falling Into Infinity is the result of a dark period for the band resulting from several forced compromises with EastWest Records. It is also notable for being the only studio album to feature Derek Sherinian on keyboards.
Falling Into Infinity

cover art by Storm Thorgerson



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 (instrumental) 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


Although Awake was a moderate success, it failed to yield a powerful hit single in the vein of Pull Me Under, and after internal management changes at EastWest, Dream Theater were faced with a bad predicament. Now being treated as a one-hit wonder past their prime, Dream Theater's ambitious plans to do a double-album were curbed by a label that refused to green light it. Furthermore, the label interfered further, telling the band outright that they were looking for radio singles. Portnoy's insistence that they were just not that sort of band went unheard.

The band had written two CDs worth of material and in having to fit the entire thing on a single disc, several songs had to be cut, though demos of these songs do exist. Speak To Me, Cover My Eyes, Where Are You Now?, The Way it Used to Be, Raise the Knife and the unfinished sequel to Metropolis, Metropolis Pt 2 were all cut from the album, and the remaining songs had to be reworked and toned down for the label.

EastWest also infamously forced Dream Theater to work with an outside songwriter, Desmond Child, who was known for writing pop songs. Petrucci was singled out to work with Child, and the two transformed the song You or Me into "You Not Me" which has a reputation as being one of the band's poorest efforts.

The band also faced internal strife as Portnoy clashed with Petrucci and LaBrie over the album's direction, and his already prominent drinking problem spiraled out of control. The band entered their infamous dark period due to this album, something that very nearly ended the band.

The band also worked with an outside musician again, with Doug Pinnick of the band King's X singing lead vocals on the song "Lines in the Sand"


Falling Into Infinity's release was somewhat lukewarm, with the album selling less than Awake, though it still did respectable. EastWest, who expected a more commercial album to sell more, eventually relented to the band, allowing them creative control again.

The tour to support the album was successful. Due to the band being in a rough spot, it is one of the most unique tours in the band's history. Dream Theater played many of the new songs in forms more close to their demo forms, most notably "Lines In The Sand" and "Take Away My Pain" and very seldom played "You Not Me" or "Burning My Soul". To make up for what the band felt was a lackluster album, Dream Theater did many usual and intimate shows on this tour, some having a specific emphasis on doing cover songs, rare songs and alternate or acoustic versions of their classics.

Dream Theater managed to get through the tour thanks in no small part to Derek Sherinian, who helped the band have fun at the time. He came up with the ideas for Nightmare Cinema and Nicky Lemons and the Migraine Brothers, and led the band in many unusual improvisational jams and quirky concert moments.


Falling Into Infinity was received mostly negatively by fans, who felt it was a disappointment after the last two albums, citing a more commercial feel, an overly-produced sound and much simpler songs. Critics were kinder - though many noted the album was a step back from Awake, the album got fairly good reviews in the press.

Since it's release, a lot of the heat surrounding Falling Into Infinity has died down and many fans have embraced the album as being good, albeit a departure for the band. The band have also somewhat embraced the album in recent times, and many of the songs on it have become concert favorites, notably "Hollow Years", "Peruvian Skies" and "Trial of Tears". The album has also been praised for its lyrics.

Tone and Lyrics

Falling Into Infinity is perhaps the least metal album Dream Theater has released, and the least progressive. Out of the four tenets of the band's sound (Progressive, metal, melodic and pop) the album overwhelmingly focuses on the melodic and pop. Glimmers of metal can be seen in "Burning My Soul" and "Just Let Me Breathe" and progressive in "New Millennium" "Lines In The Sand" and "Trial of Tears". The album has many ballads, such as the Beatles and Elton John styled "Anna Lee", "Take Away My Pain", "Hollow Years" and to a lesser extent, "Peruvian Skies." The album's content is dark and moody, but without being morose or brooding.

The lyrical content is notable for Portnoy's contributions, as he wrote several songs about his frustration with the label. "Burning My Soul" and "Just Let Me Breathe" come off as angry and frustrated, though "New Millennium" is about hope for a better future. Petrucci and LaBrie chronicle child abuse in "Peruvian Skies" and "Anna Lee" respectively. Petrucci also tackles religion once again with "Lines In The Sand" and the original "You or Me" though Child's re-written lyrics are considered by most to be incoherent. Myung's sole contribution, "Trial Of Tears", is an ode to New York City.

Cover Art

Along with Once in a LIVEtime, the cover art was designed by Storm Thorgeson, who refused to ue the band's signature logo, as he would not use a font designed by another artist. These two releases along with When Dream and Day Unite are the only albums to do so. The artwork is considered calming and understated, much like the mellower and more commercial sound of the album.


Falling Into Infinity remains the band's black sheep album, though in recent years it has gained a lot of popularity, and a growing amount of fans consider it to be a classic. It is Sherinian's only full length release with the band, being popular among his fans. The album's songs remain popular, with the exception of "You Not Me" and to a certain extent, "Burning My Soul"

Portnoy claimed initially to be embarrassed by the album, saying it was nothing like he wanted it to be, and he vowed to eventually release a version more in line with his vision, which he did through YtseJam Records.

Falling Into Infinity was notably the only album to not be represented with a song at the band's 20th anniversary show at Radio City Music Hall, the band instead to have the previously unreleased "Raise the Knife" represent the album. This led many fans to believe the album was snubbed by the band, though more realistically it was due the venue's strict curfew and the band thinking it was important to get Raise the Knife on the recording.

Re-releases and alternate versions

Demo versions of the Falling Into Infinity songs are a popular thing for bootleggers to collect, with online leaks of all the songs finding their way into many a fans hand. Portnoy claimed that he would release a version more in line with his initial idea, though he balked at the idea of releasing "Metropolis Pt 2", citing it as a poor recording of a rehearsal that was incomplete and sloppy. Despite this, the song found it's way online in a truncated form, which Portnoy has insinuated might have been leaked by Sherinian.

Portnoy eventually got his wish, releasing Falling Into Infinity Demos on YtseJam Records, though the songs were presented in the order they were written and not in any sort of thematic tracklist. Portnoy, though he said he would never release the song, did include "Metropolis Pt 2" citing that the collection felt incomplete without it.

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