“I’m trying to count the rhythm, but I’m not succeeding.” Sounds about right.

They’ve done heavier songs. They’ve done more epic songs. They’ve done more complex songs and more progressive and edgy songs. But for my money this is the song where they bring everything together perfectly, it’s my favourite track of theirs.

The ending of this song where the acoustic guitar kicks, still gives me goosebumps to this day, every time I hear it, even after ~12 years.

Fun fact: The "bitter gentleman and historian" John is talking about in the lyrics is Count Niccolò Capponi, the inspiration for the character Dr. Hannibal Lecter! I don't know how or why, but John got to meet Sebastiano (Niccolò's brother and the Count that took John for a drive to the estate) and was feeling nervous and trapped in this mysterious estate. Then it finally ends with Sebastiano reassuring John it's of course just a grand story and a character, and that he's of course not in any danger and free to go whenever!

You absolutly have to react to Change of seasons.. A MUST!!!

When my son was 4, he heard this song and instantly he wanted me to put it on the living room Sonos over and over. He called it "the 19-minute song" and could listen to it 10x a day, until he could sing the lyrics phonetically (he's not an anglophone), even playing the E-D#-B part along with his glockenspiel X) Couldn't blame him, it's such a great piece !

"This is like a mini movie...", my friend, welcome to Dream Theater's music world...

21:42 "It's like a mini movie" - oh boy would you love to hear the entirety of the album Metropolis pt 2. That album has one hell of a story

one of the rules of listening to progressive rock and progressive metal: "expect the unexpected"

Please consider 6 degrees of inner turbulence too! Nice weekend everyone!

The ending to this song is one of the most beautiful sounds Dream Theater has ever produced IMO. It's just SO. DAMN. GOOD.

Consider "A Change of Seasons." Written based on the drummer's experience dealing with grief from the loss of his mother and how it changed him. Really excellent track.

Octovarium is definitely a way to go. They also have an entire B side of an album as a 42-minute epic called Six Degrees of Inner Turbulence. Probably not so great for content, but a really cool piece nonetheless

Standing in front of Petrucci while he slays this live was something else. The way the reverb and and decaying notes filled the hall while his tight lead crunched in front of me was so magical. Make a grown man cry. And the fact the "acoustic" parts are played on his piezo pickup on his Majesty really confuses the ear.

In my opinion, this is the best performance and composition Jordan Rudess has ever done with DT. Check out the isolated keyboard tracks, specifically after the last guitar solo. He's playing arpeggios, chords, and a counter melody at the same time. Absolutely astonishing orchestration.

one of the things i love about your reactions is that you help us improve our understanding of musical theory, which in turn helps us have a deeper appreciation of the music we love and also helps us become better musicians.

Dream Theater will always test your time signature counting...

And Mike Portnoy on drums... He does so much wonderful things on this track. This song is truly a masterpiece!

The beauty of the whole part starting at 14:22 strikes me every time. Every time. Heard this song countless times through the years. Wow.

You feel drained after 20 minutes. Most DT concerts are about 3 hours. At one, here in the UK, They played for 3 hours, with a 10 minute break in the middle. Then, came on for an encore and did two songs. One was 17 minutes long and the other was 23 minutes long. So, altogether, they played for three and a half hours.

oh boy, can't wait for Octavarium

I love this song cause it's "I shat my pants over nothing lol"

4:46 "It's almost like Jordan's playing keyboard with him... no he's not..." *Me* "Oh, yes he is!"

Fantastic. First time for me too!. I can hear 80s guitar work, I can hear Rush, I can hear Metallica and I can hear Pink Floyd and the crazy guitar and percussion work of DT going on. Awesome, I'm going to buy this album!!

That last guitar solo is one of John’s best. I love that last run where he uses a pedal tone in that descending line and then he bursts into that ascending run. Wow.

Dream Theater had a habit of starting an album mirroring how the last album ended. Glad you enjoyed that experience!

Dream Theater's "Illumination Theory" is not only an outstanding song, but has probably one of the most beautiful pieces of classical music inside of it..

Hey Doug. I attended a DT concert this past Wednesday and they played The Count of Tuscany, so emotional!!! Thanks for your review. I have visited Lithuania as well, beautiful country.

I cannot wait for you to hear Octavarium. For me this is the greatest masterpiece from Dream Theater, especially when you know all the hidden meanings. Out of this world.

"Learning To Live" should be very interesting concerning time signatures etc.

I’ve known DT for over 15 years and I’ve listened to this song countless times. Just wanted to let you know that, as someone who is not trained in music (let alone classical music), I’ve enjoyed this video so much because it has allowed me to understand this song at a whole new level thanks to your expert comments. God bless you.

-simple chord progression *Dream Theater starts being Dream Theater* -shouldn't have said that

In addition to Octavarium, which is a must, try Illumination Theory, which is a 22-minute Dream Theater epic. And don't forget Change of Seasons too! And "In the Presence of Enemies, Parts I & II," and "Six Degrees of Inner Turbulence"...you've got lots of Dream Theater epics to cover. :)

The final guitar solo is one the most memorable from Petrucci!!

Drumming on this track is spectacular. Its like Neil Peart on steroids

I've never been a Dream Theater fan (I've tried!) but I have to say that this is the first song from them that has really clicked for me. It's absolutely epic. The music, lyrics, production, arrangement, execution - it's all so good. Dream Theater was always cold to me - very clinical, almost too technical for their own good. Not this song - it's so tasteful. Even the lyrics show vulnerability. The Count of Tuscany is hopefully the breakthrough song to get me deeper into the band's catalog. Thank you, Doug. Without you, I may have never have heard this!

My dad introduced me to dream theater when i was 8 (2009) the count of tuscany was a song that struck me immediately for some reason and since then its been our biggest object of bonding. This album and in particular this song is our mutual favourite. Loved this video!

DT are on another level. It's cool to see others in the know light up at the brilliance of Dream Theater. It's pure, it's polished, it's thoughtful, it breathes, it shreds, and your reaction to it is awesome. Thanks!

This is one of my favorite pieces of music ever. Add to that the narrative it tells and you've got a true masterpiece. The whole thing is great, but the story's denouement, when we finally get to hear from the Count's perspective, is the icing on the cake for me. "Go and tell the world my story Tell about my brother Tell them about me The Count of Tuscany" That sentiment really packs a ton of emotional weight for me. The notion of being so deeply misunderstood while only wanting to be remembered as who you are is a kind of simple, deep beauty rarely heard executed so well lyrically as well as musically. LaBrie's vocals are tremendous throughout the piece and they truly shine in the last section. The whole piece is brilliant at covering the mystery, perceived danger, misplaced terror and, finally, understanding. The album is one of my favorites by Dream Theater for sure, and this is one of the best album-closers ever.

Watching someone appreciate one of my favourite albums is so satisfying, and I get to appreciate it too

Recomendations: Pale Blue Dot, Metropolis pt1, 6 Degrees of Inner Turbulence, Erotomania.

"Rhapsody In Blue" by Liquid Tension Experiment (with Jordan Rudess, John Petrucci, Tony Levin, Mike Portnoy)

Dream Theater Is one of the last Greatest AND genious rock band of the history. From Berklee college of music in Boston.

"End of the begnning", by Jason Becker. Before doing it, go check out Jason's history. A phenomenal guitar player who got diagnosed with ASL in his early 20's and he's still alive composing music.

Loved this! I suggest giving “In the presence of enemies pt 1 and 2” from their Systematic Chaos album a listen, it’s a 25 ish minute epic. They didn’t want to open the album with a 25 min track so they spilt the track and put part 1 at the beginning and part 2 at the end. Great movements in the song.

I just loved the explanation of the E D# B motive. I don't have any extensive knowledge on music theory, but I was glad that I managed to really understand it (had to build the chords, though, since it still isn't something that comes naturally to me yet). And the best part is around 20:00, how Doug is so happy about getting the smartness of the music. It's so inspiring to see someone so excited about something they like, he must be a really awesome teacher.

This is just a song that everytime I listen to it, it just gets me to lean back and enjoy it from start to end. So well tied together. And thanks to you I now kinda understand why it feels so well tied up!

such a privilege to have this masterpiece explained by a professional, thank you!

This kind of reaction is EXACTLY why I subscribed, Doug. You have a great ear for pitch. One thing I thought I’d point out is the contrary motion at the end of the ambient section in the middle, before the final acoustic bit. The guitar figure descends from B to A# to G#, while the chord progression ascends from E to F# to G#min. So the solo phrases target the fifth, major third, and tonic of the underlying chords. There’s also some parts in the beginning where the tonality almost seems to briefly shift to E Lydian, mostly where the keyboards play over that alternating E-F# bit. You sound like you probably have a good idea of the chords...you caught the minor iv chord in the middle part, and I can give you the full chords if you’re interested. Please don’t stop the Dream Theater train...Octavarium next! Great reaction!

This is one of the many reasons I love Dream Theater. No matter how many times I've heard a song this is always something I never noticed before. You even pointed out a few things I hadn't noticed yet. Be prepared for when you do Octavarium, might need a pen and paper and a couple drinks haha

How can you hear every chord so fast and identify them its truly amazing 👍🏼 Great videos 👍🏼

My friend you need Illumination Theory in your life. You will love it. Also it must be the live version at the Boston Opera House.

Wow! I got a new perspective about this song glancing from the eyes of an educated musician! Awesome! Thanks, Doug!

oh my this is a masterful piece of music

Portnoy is famous for his cyclical writing and reoccurring themes, also does this with Transatlantic and Neal Morse Band... one the things I love about his influence

By DT’s own admission, “In the presence of enemies” was their ultimate PR composition. Part 1&2. Worth your time.

I always enjoy watching reaction videos to Dream Theater, whom I consider to be a phenomenal group of artists on every level, by people who "get it". And you, my friend, definitely get it. Thank you!

Fantastic analysis on a great composition!

I would literally buy DVDs of you analyzing songs. It's not just a reaction what you're doing, you open up my eyes to little music trivia that I would've never understood on my own. As a PhD student who's constantly working, your channel is pretty much my only source of entertainment 😂 So thanks for that!

I was living in Europe when Black Clouds & Silver Linings was released. I intentionally drove around Tuscany jamming out to this. :) How could you not? The song will give you chills up in the Tuscan Apennines. Hahaha Doug, love your reviews man!

The entire middle section of this song is a tip of the hat to Rush's Xanadu. Now do MIRACLES OUT OF NOWHERE by KANSAS :)

I am writing my comment through tears my friend. This has been my go to dream theater song through everything. Anytime I’m feeling down, I listen to it and it all just makes sense. When you started saying that it was like a mini movie, I immediately burst into tears because that’s what I’ve told everyone I’ve ever talked to about this song. I still remember feeling this heightened elation when the chord progressions return at the end because it’s like everything (musical and lyrics) comes full circle and it’s so satisfying. Easily one of the best songs I’ve heard in my whole 28 years of life. Cheers, you’ve earned a subscriber and supporter!

Of the hundreds of 'X person reacts to song Y' videos I've watched in the last few years, this has been the most informative - and it's for one of my favourite songs. I really love how you highlight the chord progressions and the over-arching themes they follow. I'm a mediocre drummer, so my music theory knowledge only really covers rhythm, not notes and chords and keys. So if I've followed correctly, the chords progress throughout the song. Then towards the end they have that 3-note motif thing made up of notes that work with all the chords they've used previously. In this section, they progress through those chords again, almost 'revisiting' the whole song thematically. Then they come full circle and finish with the same chord they started on. I've probably misunderstood a few things and confused chords for keys, but this is still the most one of these videos has taught me about any song.

Here's a fun fact about Dream Theater chord progressions. The very last chord or note played on one album is the very first note or chord that they will play on the next album.

Hello Doug and greetings from Finland! I´ve been watching your videos for a while now and wanted to tell you why your content is so great. I´ve been listening and following Dream Theater and Nightwish (also Iron Maiden) for over 10 years and as a guitar player I know most of these songs you have reacted to. It´s always nice to see how you really understand music and are able to tell what chords and notes you hear and how these combinations of chords, notes, lyrics are used to tell a story. This is really a professional analysis of these songs and some of your comments make me see and hear new things in these songs and understand them better. For example, in this song you noticed those keyboard notes and their relationship with the chords. I`ve always thought it just sounds cool, but now I understand why. I`ve listened and played this song over hundreds of times and still I´m like "oh yeah, that´s true by the way!". Also nice to see how you really appreciate these songs and musicians and how much you enjoy them! There are so many requests what songs you should listen to next. There are some truly amazing Dream Theater songs I think you would enjoy and I believe your followers would like to hear your analysis about. Metropolis Pt.1 is a great song yes, but if you listen and react to that, you REALLY should also listen to Metropolis Pt.2: Scenes from a Memory, the whole album! It´s a long album and would probably take you a whole day to really react and dig into. :D But that album is such a great piece of music. If you think Count of Tuscany is like a mini-movie, that album is like a whole movie series 6/5 stars. If you want to hear something different from these guys, you should listen to Space-Dye West. Change of Seasons is an epic song. Yes, it´s 23 minutes long, but such an awesome song both musically and storywise, really worth your time. Octavarium is requested a lot and that one is also one of their greatest songs and yet again, quite an interesting story. The last request from me is The Best of Times. Also one of Portnoys last songs with DT, in fact the song just before Count of Tuscany in this album and lyrics written by Portnoy for his father who had cancer and passed away. Such a beautiful song and interesting musical ideas (not those 20 notes per second unisons this time). Yeah Doug. I really thank you for making these videos and sharing your thoughts about these songs! There are so many videos people reacting to music and being like "oh oh oh my God so cool damn whoa" every time they hear even a C major chord on a piano. Sometimes feels like overreacting. And of course music is meant to make you feel something, you don´t need musical knowledge for that. If the reactor doesn´t understand music, of course the reaction is their only "tool". But when a person who knows a lot about music thinks they hear something cool and is able to tell why it´s cool, you can learn something you can try yourself. Of course that might not be so interesting or entertaining for those who don´t play any instruments, but everyone has their audience. Keep going and keep enjoying music Doug! All the best!

Yes! what an epic song this is. We definitely need octavarium and a change of seasons

That is the right face when listening to this marvel. This song is intoxicating, I still get amazed when listening to it since it has been release. My heroes !

Doug, if you’re into the longer “epic” DT pieces that tell a story, I’d recommend “In the Presence of Enemies” part 1 and part 2. They are separated on the album, but with the convenience of technology can be played back to back. Enjoy!

A Nightmare To Remember from this album is really worth listening.

A nightmare to remember is also a banger from this album

The face of a music composer reacting to a piece of art. Lovely. Music lights up something in those who love music. No matter culture. Thanks for sharing this reaction, Doug. It´s a real pleasure to watch your videos

02:40 - "...kind of a simple chord progression." DT: *Oh, you gon' regret that!*

So glad there are others out there that appreciate and really soak in the epic DT sound and complexity of the music..THE BEST PROG METAL BAND ..PERIOD

Black Clouds & Silver Linings is a Masterpiece.

I think this is the last DT epic that actually represented the band's brilliance. Maybe Breaking All Illusions can be added in that list but I think it's just marvellous

When I was younger, I had a period where I broke HARD into music…particularly rock music, and metal. I would pour through the music cd section; and any of the album covers that caught my eye I would snag and peer through their track lists…anything that sounded interesting, would claim the treasured “3 CD buying limit”. “Black Clouds & Silver Linings” earned one of those spots (next to Judas Priest “Greatest Hits” & “City of Evil” by Avenged Sevenfold)…the track titles just piqued my interest. What a glorious weekend that became…fond memories. Music was a mystery; the journey of discovery was a joy, and very dear to me.

You can really hear the Rush influence in the beginning of this one.

Probably one of my favorite DT tracks ever

I finally got to see Dream Theater live this past Saturday during their dreamsonic tour. When they played The Count of Tuscany I absolutely lost my mind. I thought I would never be able to listen to this live... it was amazing in every way live and you can bet your ass I sang every word of this song. The best part was that they did an encore afterwards and ended up singing The Spirit Carrie's On with the other two line up bands playing it with them. What a great and wonderful experience!

I just want to say I appreciate how you explain the notes I dont know a single thing about music but it made sense to me how they arranged that ascending melody near the end thank you!

This song is has purposely Rush influences. It's awesome!

A lot of Dream Theater songs moved me as a musician...but Count of Tuscany is the only one that made me cry the first time i heard.

So wholesome at the end with your commentary, so nice!!!

The last part is for crying :( What a piece of art

This is an awesome reaction! Analysing on the fly, without stopping, providing enough detail without over or under doing it. I can see you have lots of experience and you know your stuff - thats what made it possible. Loved it :)

21:43 Welcome to Dream Theater Sir !!!! The name is not in vain .... 22:57 "This story ends where it began" The final words in Octavarium

"It's like a mini movie" Doug, that's the best explenation.

This is my favorite one you've done. This song is just a masterpiece. You are so spot on. That piano bit over the G# progression, I can't not hear that anymore. What a brilliant observation!!

They can also reproduce all of these amazing things LIVE.

If you think this is a mini movie, please listen to the Scenes From a Memory album as a whole (from this same band), it is a fantastic conceptual album!

My absolute hands-down favorite song of all time by my favorite band! I'm so pleased that you were as impressed by it as I am...thank you for reviewing it. You are correct about the vocal point of view shifting near the end. I love how James LaBrie sings both parts differently to play both characters. One aspect of the overall piece that people seem to miss in the first listen is that the final chord sequence that you enjoyed so much was actually introduced in that ethereal middle section just prior to the acoustic guitar, then it was elaborated upon as you noted. Perhaps "reintroduced" would be more accurate, since this song was a case study in creating diverse sonic paintings using a common theme throughout (somewhat the opposite of what Dream Theater is known for). I would definitely love to hear your thoughts on "Octavarium" next...it is a much more keyboard-heavy epic that Jordan really shines on. Other songs you might consider are "Illumination Theory" (especially live from "Breaking the Fourth Wall"), "In the Presence of My Enemies parts 1 and 2," and "A Change of Seasons." God bless!!

Hey nice listening to this with you! One of my favorite DT songs. I enjoyed your perspective!

Their Opus would really be Change of Seasons. Octavarium has more of that vocal style midway that you didnt really love lol. COS is more like a story taking you into 4 states of mind and brilliant in its delivery. Enjoying your reactions and your point of view as a musician.

Dream Theater are the masters!

You’re going to love Octavarium if you figure out the theme and the music.....hint...the whole album is involved....

@17:00 that's one of john electric guitars that has a piezo pickup that gives an acoustic sound. I can tell it's an electric guitars by how crisp the strings sound.

Request: Liquid Tension experiment - When the water breaks (live version)☺️

You have got to listen to A Change Of Seasons!

Great review Doug!Dream Theater has been one of my Fav’s since 1993!They are technically proficient with great Melodic sense!All virtuoso’s!Petrucci the guitarist is exceptional with his speed and melodies!Great Band indeed!

10:23 -- lol -- oh, Doug. It's prog METAL 😆 🤣 there's gonna be some crunchy bits. Your face leading that comment cracked me up though cause I have watched so many of your videos and always know when a part comes on that you might not be a fan of so much. 😉 Great review as always!!! This is literally one of the best songs they ever wrote!!