In 1997, Magna Carta Records' Mike Varney invited Portnoy to assemble a progressive 'supergroup' to work on an album, which would become the first in a long string of side-projects for the members of Dream Theater. The lineup consisted of Portnoy on drums, Petrucci on guitar, Tony Levin on bass, and keyboardist Jordan Rudess, who had finished with the Dixie Dregs. The band assumed the name Liquid Tension Experiment, and would act as a medium through which Portnoy and Petrucci could once again court Rudess to join Dream Theater. In 1999, he accepted an offer to become the third full-time Dream Theater keyboardist, replacing Sherinian. With yet another new member, Dream Theater entered BearTracks Studio once again to write and record their next album. As a result of an ultimatum from Portnoy, the label gave the band complete creative control. The follow-up to "Metropolis Part 1", which was written during the Falling Into Infinity sessions (but not ...