Much of the material for Awake was written in writing sessions between February and April 1994, during which Dream Theater were under pressure from their record label to produce an album as successful as Images and Words (1992) with a single similar to "Pull Me Under". The label wanted the band to produce a more metal-oriented album, hoping it would be easier to market. John Purdell and Duane Baron produced, engineered and mixed the album. The album's cover, designed by the band, features numerous references to the album's lyrics.
Released at the height of the popularity of grunge music, Awake initially received mixed reviews, though more recently the album has been referred to as one of the band's finest releases. The album peaked at 32 on the US Billboard 200, the highest position a Dream Theater album would reach on that chart until 2007's Systematic Chaos, which peaked at 19. "Lie", "Caught in a Web" and "The Silent Man" were released as singles but failed to be as successful as "Pull Me Under" had been. The band's record label considered the album a commercial failure, which would lead to the band being pressured to write more radio-friendly songs on their subsequent studio album.
There is no title track on the album, but the lyric awake appears in the songs "Innocence Faded" and "The Silent Man".
After a month-long break, Dream Theater started working on their third studio album in February 1994. The band's two-month writing sessions were located at Prince Studios, New York City. The lack of a leader within the band increased tensions in what were already tense sessions. Keyboardist Kevin Moore noted at the time that "there are arguments that last forever because there's nobody to come in and draw the line". "When it came to the music, you had [guitarist] John Petrucci and I playing the roles we still kind of play, and Kevin was also a forceful element," drummer Mike Portnoy said. "In those days, [bassist] John Myung was a little bit more out of his shell, so the bass was a bit more predominant in the band. The fighting never came to blows, but there was a lot of bickering over every single element, like the fine details of what the third note on the sixty-fourth bar should be."
The success of Dream Theater's previous album, Images and Words, particularly the single "Pull Me Under", put pressure on the band to produce a similarly successful follow-up album. "Somebody once said that you have your whole life to prepare for your first album and have about two months to prepare the follow-up, and that was very much the situation we faced in early 1994," Portnoy noted. The popularity of alternative metal and groove metal meant that the band's record label, East West, were keen for the band to create a heavier, darker album. Awake featured Petrucci's use of a seven-string guitar for the first time, establishing a more riff-based writing style. "This style would further cement the fusion of metal and progressive music, which is what Dream Theater are known for," Petrucci said. "I think it paved the way for many of our strongest and heaviest later songs like 'A Change of Seasons', 'The Glass Prison' and 'The Dark Eternal Night'." Vocalist James LaBrie described his vocals on Awake as "more varied and a lot more aggressive" than on Images and Words to the extent that people may think the band had a new singer for the album.
The recording sessions for the album began in May 1994 at One On One Studios in North Hollywood, Los Angeles, with overdub work done at Devonshire Studios in Los Angeles. John Purdell and Duane Baron, whose credits included Ozzy Osbourne's No More Tears (1991), were hired to produce the album. The band, which had a difficult relationship with David Prater, who produced Images and Words, enjoyed working with Purdell and Baron. "I think everyone felt we were able to express ourselves a lot more genuinely," Petrucci said. "The experience from the road, learning more about our sound and what we like and don't like enabled us to be more prepared. The producers were totally into capturing that and being patient with us. So everybody walked away being completely satisfied with their performances and their sounds."
Towards the end of the recording sessions, Kevin Moore announced to his bandmates that he was leaving the band. Petrucci, who was childhood friends with the keyboardist, found the news particularly hard to take. Myung noted that the announcement "didn't come out of the blue". LaBrie noticed changes in Moore at the end of the Images and Words tour. "He seemed to be more distant and wrapped up in himself... It wasn't that he was rude or unpleasant with anyone," he said. "But when Mike, John Petrucci and John Myung were in the rehearsal studio putting together the music for Awake, he wasn't there as he had been in the past. And when he was there, the guys told me he'd be sitting reading a magazine when they were trying to work out riffs." "After the record was recorded in Los Angeles, he returned to New York, sold his belongings, packed everything into his station wagon and said 'I'm moving away from Long Island,'" Dream Theater's co-manager Jim Pitulski recalled. "So I asked him where he was moving to, and he said, 'I'll let you know when I get there.' He really had no idea what he was doing and he just started driving across the country. I kind of admired that."
Moore stated that he decided to leave because his approach to writing music had changed. He had become more interested in writing and recording his own material. Myung said that Moore left the band out of "peace of mind and what he wanted to do musically that he couldn't do in the band". The band's business manager, Rob Shore, suggested that the idea of prolonged touring was a contributing factor in Moore's decision. Describing Moore as "a very private person", Portnoy thought that he might have left because "the whole machine of the music business just wasn't his cup of tea". When Moore announced his decision to leave, he was single, while LaBrie was married, Portnoy and Petrucci had girlfriends and Myung, according to Portnoy, "was kind of in his own world". Portnoy speculated that any resentment or jealousy Moore felt because of this may have influenced his decision. After leaving Dream Theater, Moore continued to release music, musically far-removed from his work with the band.
Larry Freemantle, who had designed the cover of Images and Words, provided the artwork for Awake. As with Images and Words, the band instructed Freemantle to include several lyrical references in the cover, such as a clock showing the time 6:00, a mirror and a spider in the middle of a web. "The band were very definite about what they wanted, and where they wanted it," Freemantle said. "The mirror was to be buried in the sand with a factory in the background, so it was just a case of putting it together." Access Images, the company Freemantle had used for Images and Words, had broken up, meaning that he had to put the cover together using stock images himself. "It was done really quickly and I always felt frustrated with that sleeve as I lost too much time on it," Freemantle said. "I was always up against deadlines on certain things and it got away from me."
Awake received acclaim from music critics. Q wrote that "fans of Marillion may well love this, and even the sceptical listener can enjoy the crunching, radio-friendly choruses of "Scarred" and "Caught in a Web"." Guitar World ranked the album as one of the top ten releases of the year, stating that "this shred party left me punch drunk and, for once in my life, fully Awake." Metal Hammer dismissed Awake as "musical masturbation": "Progressive rock is basically a very adolescent notion of what 'grown up' music might sound like - more notes, longer solos and, best/worst of all, convoluted concepts... Their propensity for pomposity extends to the ballad "Silent Man", which would probably like to be Queensrÿche's "Silent Lucidity" but in fact sounds like Stryper on a particularly pious day". The album has since sold nearly 400,000 copies.
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