1. The Fury
  2. The Sons of Anu
  3. Nightmare Cinema
  4. Stony Days
  5. StarCycle
  6. Axis of Evil
  7. Gypsy Moth
  8. Sweet Lament
  9. Black Utopia

    Derek Sherinian - Keyboards
    Yngwie Malmsteen - Guitar (Tracks 1,2,6)
    Al DiMeola - Guitar (Tracks 2,7)
    Zakk Wylde - Guitar (Tracks 3,6,9)
    Steve Lukather - Guitar (Tracks 4,5,8)
    Tony Franklin - Bass (Tracks 2,3,4,5,6,7,8,9)
    Billy Sheehan - Bass (Tracks 2,6,9)
    Jerry Goodman - Violin (Tracks 2,3,6,7,8,9)
    Simon Phillips - Drums
    Brian Tichy - Additional Guitars (Tracks 2,3,6,9)

  10. Derek's comments:

    "Black Utopia" is the evil cousin to "Inertia." There is a much heavier, darker vibe to "Black Utopia."

    I brought in a new writing partner named Brian Tichy. Brian is a drummer who has toured with Billy Idol, Ozzy, and Foreigner, but he also plays guitar and is a great songwriter. The two of us are hard core into Randy Rhoads, Eddie Van Halen, AC/DC, Aerosmith. It was the 20 year anniversary of Randy Rhoads' death-so we were CONSTANTLY paying homage to Randy in the writing. You can hear this in the songs "Nightmare Cinema" and "Black Utopia."

    The first thing that Brian and I wrote was the trilogy "The Sons of Anu." The way initially explained my idea to Brian for this song was "Aerosmith - "Rats in the Cellar" in Yngwie harmonic minor mode" he knew exactly what I meant, and we pumped out part one of the trilogy on our first jam session. Can you hear the "Van Halen" hits at the end of pt. 1, and pt. 3?

    In Sept 2001, Yngwie Malmsteen and I made an arrangement to play on eachothers records. Yngwie doesn't do a lot of outside sessions. I could tell he didn't know what to expect from my music. After he heard the backing tracks for "Sons of Anu," he had a smile on his face and looked at me and said, " This is fuckin' coool!"

    In part two, there is a nylon string part that I wanted Yngwie to play. It is a difficult line that would have taken awhile to learn, Yngwie said to me, "Let me just burn dude"' I said OK go for it. Yngwie nailed his tracks in one pass-it was fucking unbelievable how natural it is for him to play his instruments. He is the most exciting guitarist that I have ever worked with.

    So this nylon part still needed to be played at the beginning of Pt 3. I knew that Al DiMeola lived in Miami. My friend Gary Corbett (who is the only other keyboardist to ever tour with KISS besides myself) got Al's phone number for me. I just called him up and introduced myself. He was very cool, and was willing to play on 2 tracks for me. I was a huge DiMeola and Yngwie fan since I was 16, so you can image how cool this is for me. I wrote "Gypsy Moth" the morning of the DiMeola session while I was in my hotel room overlooking Miami Beach.

    Luke came over to Simon's house and whipped out his three tracks in 3 hours. Luke's solo in "Sweet Lament" was one take.

    I am very pleased with the results of "Black Utopia."