Awake is the third studio album by American progressive metal band Dream Theater, released on October 4, 1994, through East West Records. It is the final Dream Theater album to feature original keyboardist Kevin Moore, who announced his decision to leave the band during the mixing process of the album.

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, again designed by Larry Freemantle, features numerous references to the album's lyrics.

Released at the height of the popularity of grunge music, Awake initially received mixed reviews, though the album was later 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" 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.

Background 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.

Recording 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." Awake is the band's only studio album to date that was not recorded on the east coast of the United States.

Departure of Moore 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.

Mixing Awake was mixed at Unique Studios, New York City. When mixing, Purdell, Baron and Miller were initially joined by the remaining members of the band. "We were all in the studio when it first started and it was just unfair to the producers," vocalist James LaBrie said. "Obviously each guy was focusing on his instrument, so it was like 'Wait, I want me up more!' So they were trying to please everyone and you just can't do that." The band had to be banned from the mixing sessions to allow Purdell and Baron to mix the album to a high enough standard. "The one great thing, though – even though we were out of the studio – was that they were aware of what we wanted and didn't want," LaBrie said. "When David Prater mixed Images and Words it was really unfortunate because he forgot to bring some sections out and he really didn't understand what we wanted from the final music. When Duane and John went in, they knew everything that needed to be there and how we wanted it to be represented."

Songs "6:00" and "Innocence Faded" The album's opening track, "6:00", features lyrics written by Moore, hinting at the growing distance between him and the rest of the band. Petrucci wrote the lyrics of "Innocence Faded", inspired by his deteriorating friendship with Moore. "The way I wrote lyrics a lot of the time is that I'll take an initial spark of an idea... But then I'll kind of generalize and add in other situations," Petrucci said. "So I couldn't say it was solely about that, but it was definitely inspired by that. There was a feeling of it not being the same way it had been, and the realization that things were not always going to remain the same."

"Caught in a Web" According to James LaBrie, "Caught in a Web" is about a protagonist that has finally determined to live the way they want, after being told by society they have to live their life a certain way. He says it deals with "... a person that's... it's not male or female, it could be either. And it's... a person who has suppressed their feelings for so long and has finally had enough of it and feels that the only way that they can really live life to its fullest is to live from the inside out. And that's basically what this person has come to terms with. And they're sick of society inducements and they feel the only way that they can go on with life is to live it the way they feel is the truth..."

"A Mind Beside Itself" trilogy: "Erotomania", "Voices", and "The Silent Man"

"Erotomania", "Voices" and "The Silent Man" form a three-part suite titled "A Mind Beside Itself". Portnoy stated that the instrumental "Erotomania" was written "off the cuff" as "a bit of a joke and parody". Petrucci penned the lyrics to "Voices", dealing with the subject of mental illness. He researched schizophrenia and similar disorders and used religious terms "to make things more vivid". "When I was writing it, I saw these terms and medical things that were just brilliant," he said. "Like there was a guy who felt that his skin was inside out. I read that and was like 'Oh my God! That's unbelievable; I've got to write about that.'" Petrucci wrote the music and lyrics to the acoustic "The Silent Man". LaBrie described the lyrics as dealing with "communication breakdown, for instance between a father and a son. We feel that we have to play certain roles when around one of our parents, and we never really get to know the real person. I'm lucky that I behave with my own father like I would a friend. We can joke around and go for a beer."

"The Mirror" Portnoy wrote the lyrics to "The Mirror", describing his battle with alcoholism. He would return to the subject on later Dream Theater albums with the group's so-called "Twelve-step Suite."

Notably, although this is the first song released on a studio album with lyrics fully written by Portnoy, he had previously written part of the lyrics for Take the Time on Images and Words.

"Lie"

"Lie", the lead single from Awake, demonstrates the heavier, darker style of the album. The song is a live staple of the band. "Lie" was originally part of "The Mirror", but LaBrie thought it was strong enough to be a song in itself. "I remember one of the first tapes [the band] sent me to start jamming with up in Canada was 'The Mirror'," LaBrie said. "We used to jam instrumentally to it on the last tour and then we built it into a song, with the lyrics and melodies but also within the song was 'Lie'. I heard this groove and I was going 'Oh my God, that's a song in itself!' So I called up the guys and said 'Man, I really feel strong about this song. Can't we take that groove and build a song?'"

"Lifting Shadows Off a Dream" "Lifting Shadows Off a Dream" began as a poem and two chords brought to the band by Myung. "We worked on it, racked our brains, recorded the jam and by the end of the night we were like 'Ahh fuck it. This sucks,'" Petrucci recalled. "We came by the next day, listened to the recording and thought it could be really cool. All of a sudden it evolved into this song."

"Scarred"