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Black Clouds & Silver Linings is the tenth studio album by American progressive metal/rock band Dream Theater, released on June 23, 2009 through Roadrunner Records. It is the band's last album to feature drummer and founding member Mike Portnoy before his departure on September 8, 2010. The album was recorded between October 2008 and March 2009 at Avatar Studios in New York City. It was produced by John Petrucci and Portnoy, and was engineered and mixed by Paul Northfield.

Dream Theater began to work on the album in October 2008.Mike Portnoy described Black Clouds & Silver Linings as, "a Dream Theater album with 'A Change of Seasons', 'Octavarium', 'Learning to Live', 'Pull Me Under' and 'The Glass Prison' all on one album."Jordan Rudess said at a NAMM Show that Spectrasonics virtual instruments were used on the album.

The album's lyrics were written by John Petrucci and Mike Portnoy, and all except one concern personal experiences about disturbing or difficult moments of their lives. Though most songs were written by Petrucci, "A Nightmare to Remember" was based on a childhood car incident; "The Count of Tuscany" was about an actual encounter he had in Tuscany; and "Wither" was about the process of songwriting for him. "The Best of Times" was written by Mike Portnoy about his father, who died from cancer. "I just wanted to write something that was a tribute to our life together," said Portnoy, who played the song for his father prior to his death. "The Shattered Fortress" is the final part of Portnoy's Twelve-step Suite, reprising and concluding themes and motifs from the suite that began on 2002's Six Degrees of Inner Turbulence album. The remaining song, "A Rite of Passage", concerns Freemasonry; a video of the edited single was released on May 8, 2009.

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