Band Members
Ray Alder - Vocals
Jim Matheos - Guitars
Frank Aresti - Guitars
Joe DiBiase - Bass
Mark Zonder - Drums
Inside Out
(1994)
Track Listing
01. Outside Looking In 4:50
02. Pale Fire 4:17
03. The Strand 5:29
04. Shelter Me 4:45
05. Island In The Stream 6:30
06. Down To The Wire 4:30
07. Face The Fear 5:37
08. Inward Bound 2:34
09. Monument 6:34
10. Afterglow 3:26

Click song title to jump to lyrics
Liner Notes
Produced by Bill Metoyer & Fates Warning
Recorded by Bill Metoyer - May 1994 at
Track Record, North Hollywood, CA
Silver Cloud, Burbank, CA
Mixed at Cornerstone Recorders, Chatsworth, CA
Assistant Engineers - Mike Ainsworth & Eric Stitt Greedy
Guest Musicians - George Hideous, Fidel Horrendous, Sal Mortadelli,
Arthur Letsgoberg, and Mike White
Mastered at Future Disc by Eddie Schreyer

Art Direction & Design - Hugh Syme
Band Photography - Mark Husmann
Reptilian Portrait - Tony Frederick

Booking Agent - Andy Sommers for I.C.M.
Legal Representation - Joe Serling, Paul Ungar & Nick Ferrara
for Serling, Rooks & Ungar

Jim Matheos plays Paul Reed Smith Guitars
Frank Aresti plays Jackson Custom Guitars & Rocktron Effects
Mark Zonder plays GMS Drums & Zildjian Cymbals

Fates Warning would like to thank Brian Slagel, Mike Faley, Tracy Vera and everyone at Metal Blade, Thomas Hertler, Torsten Hartmann, and everyone at Massacre Records, Toru Hashimoto, Kazuo Uchiyama, Guenter Spiess, and everyone at ZERO Corporation, Koh Sakai, Masa Itoh, and everyone at BURRN!, Ted Keedick, Takumi Suetsugu, Ed Picard, Mike Moses, Chris Leibundgut, Alex Solca, Mark Roman and Stardust Promotions, Mike Rittberg, Joe Floyd, Matty Spindell, John Arch, Steve Zimmerman, Victor Arduini, Mark Harris, Mark Rossi, Share Pedersen, Bill's Place, our friends in Dream Theater, Jimmy Dunlop, D'aquisto Strings, Spectraflex Cables, and everyone at Mesa Boogie.

Jim would like to thank Laurie.

Joe would like to thank Maggie and Jenny DiBiase, Mike and Sue, Suzzanne, The McVerry family, Stacy from Travel Time, Howard Earp, and the rest of my family & friends too numerous to mention.

Frank would like to thank everyone who's been there for me, when I needed them and when I didn't. "Your exterior is your interior".

Ray would like to thank Amy Motta, Mom Rangel, Rob Balderrama, Fidel Balderrama, Ken Raymond, Eric Lary, Tracy Garza, John Guerra, Vik Real, Ken Howie, Trails in Tempe, John Meredith, Steph Holmes, Andy Gowin, Doug Napolitan, Todd Barnes and 13-A.

Mark would like to thank Dona Fischer, Joe Bob Richardson, Gary Parks, Dick Baker, Matt Pieken, Paul Monteiro, Pro Mark, Remo, Latin Percussion, Drum Workshop & Electro Voice.

Metal Blade Records
(P2 53915)
Miscellaneous Album Notes
Metal Blade reissued Inside Out on 6/05/2012 as an "Expanded Edition" (view the trailer video)
This reissue comes as a double CD plus bonus-DVD. It contains the classic original album as well as live tracks from a German show Fates Warning played in Dusseldorf in 1995 and unreleased demo takes. The bonus-DVD contains an assortment of live clips, from 1993-1995. The full track listing is below.

CD1 - "Inside Out" (re-mastered original album)
Outside Looking In
Pale Fire
The Strand
Shelter Me
Island in the Stream
Down to the Wire
Face the Fear
Inward Bound
Monument
Afterglow

CD2 – LIVE in DÜSSELDORF, GERMANY February 11th 1995
Outside Looking In
Down to the Wire
The Eleventh Hour
Point Of View
Face The Fear

Demos/Unreleased
Outside Looking In (demo)
Pale Fire (demo)
Shelter Me (demo)
Island In the Stream (demo)
Face The Fear (demo)
Monument (rough mix)
Circles (unreleased)

DVD – INSIDE OUT LIVE
Outside Looking In 1994/95
Pale Fire 1993/94
The Strand 1994
Shelter Me 1993
Island In The Stream 2010
Down To The Wire 1994/95
Face The Fear 1994/95
Monument 1994/95
Afterglow Slide Show
Extras
Live In Still Water 1994
Through Different Eyes 1995
Guardian (Mike Portnoy drums) 1994
Shades of Heavenly Death 1995
MTV Europe Interview 1995
Eye to Eye 1994/95
Face The Face Of Fear 1994
Don't Follow Me 1994
Shortest Fates Warning Show Ever. 1994
Guardian (Arch/ Alder duet) 1994


Pale Fire was the first single release from the album.
Lyrics
Top of Page outside looking in
(music & lyrics by matheos)
staring, silent, naked and cold
outside looking in
peeling away this fragile shell
to face the fear within
and the man in the mirror looks on
as the cuts begin

outside looking in
getting over my fears and under my skin
tearing myself apart
to feel whole again, outside looking in

running, tired, tortured and torn
outside looking in
clawing away these open scars
to heal the wounds within
and the man in the mirror looks out
as he reaches in

outside looking in
getting over my fears and under my skin
tearing myself apart
to feel whole again, outside looking in

outside looking in
getting over my fears and under my skin
tearing myself apart
to feel whole again, outside looking in

too many things left undone
too late to turn back
i could change course before the end
but when all is said and done
all i really want
is a chance to start again

staring, silent, naked and cold
outside looking in
feeling my way through this wilderness
for a place to begin
and the man in the mirror reaches out
to the man within

outside looking in
getting over my fears and under my skin
tearing myself apart
to feel whole again, outside looking in

outside looking in
getting over my fears and under my skin
tearing myself apart
to feel whole again, outside looking in

Top of Page pale fire
(music & lyrics by matheos)
walking through a wasteland of words and memories
looking for the person i used to be
thoughts i don't recognize make me realize that
times have changed and so have i
and a familiar fear comes back to me

pale fire
dry land getting drier
nothing can grow
in the ashes of desire
pale fire
burned on the desire
no one can grow
with nothing to inspire

the bitter harvest of a barren land
i'm painting pictures you don't understand
dust blinds my eyes, makes me realize
i'm choking life with living lies

pale fire
dry land getting drier
nothing can grow
in the ashes of desire
pale fire
burned out on desire
no one can grow
with nothing to inspire

and a familiar fear claims another day
wondering have i said all i have to say

pale fire
dry land getting drier
nothing can grow
in the ashes of desire
pale fire
burned out on desire
no one can grow
with nothing to inspire

pale fire
dry land getting drier
nothing can grow
in the ashes of desire
pale fire
burned out on desire
no one can grow
with nothing to inspire

Top of Page the strand
(music by matheos / lyrics by aresti)
the more i try
the more i feel i'm missing
the more i run
the more my feet keep slipping
the more i think
the more i tend to worry
the more i look
i see my thoughts before me

and i dream of a strand
as i struggle on the waves
and i see the end of a passing day
as i see the strand
in the corners of my mind
windows offer a view
of a coming day

the more i stretch
the more these walls confine me
the more i beg
the less it all seems likely
and the more i mind
the matter that surrounds me
the more i find
i find my thoughts before me

and i dream of a strand
as i struggle on the waves
and i see the end of a passing day
as i see the strand
in the corners of my mind
windows offer a view
of a coming day

drifting on an open sea
shipwrecked clinging to broken beams
waters to my neck
and i strain to catch my breath
drifting in the boundaries
i've built deep within me
waters to my neck
and i strain to catch my breath
i'm tired of treading again
and i'm swimming to the strand

and i dream of a strand
as i struggle on the waves
and i see the end of a passing day
as i see the strand
in the corners of my mind
windows offer a view
of a coming day

drifting on an open sea
shipwrecked clinging to broken beams
waters to my neck
and i strain to catch my breath
i'm tired of treading again
i'm swimming to the strand

Top of Page shelter me
(music & lyrics by matheos)
talk, talk to me, tell me your secrets
speak, speak the words i need to hear
help me to conquer this growing fear
and when the winds of change come blowing through
and all the things i thought i needed
go sailing out of view...

shelter, shelter me
when i need someone to turn to
i turn and i lie within
the light of you
shelter, shelter me
when i need somewhere to run to
i run and i hide within
the shelter of you

walk, walk with me through this darkness
teach, teach me to find the light
help me to see beyond this night
and when the sunset hides sea from shore
and all the things i thought i needed
don't mean much anymore...

shelter, shelter me
when i need someone to turn to
i turn and i lie within
the light of you
shelter, shelter me
when i need somewhere to run to
i run and i hide within
the shelter of you

with this darkness all around
tomorrow's hard to see
but i will face this night
if you'll shelter, shelter me

shelter, shelter me
when i need someone to turn to
i turn and i lie within
the light of you
shelter, shelter me
when i need somewhere to run to
i run and i hide within
the shelter of you

Top of Page island in the stream
(music & lyrics by matheos)
have you stood at the edge of the world
where the sea and sky collide
and looked out to a distant horizon
and dreamed of drifting away

have you stood beneath a troubled sky
and watched the dark clouds gathering
closed your eyes to the threatening tide
and woke to another day

feel the cold winds all around you
let the night circle and surround you
breath deep the darkness that drowns you
let your imagination take you

to where your sleepless mind rests
to where your thoughts all run free
to your island in the stream
where you can dream at the edge of the world

to where our restless minds will sleep
to where our hearts will run free
to our island in the stream
where we can dream at the edge of the world
to our island in the stream

Top of Page down to the wire
(music by matheos / lyrics by alder)
has it been so long
i can't remember what we last talked about
my friend, forgive me
do you think of me as i think of you
i owe my life to...

i hold on clutching to the hope that i'll be strong
when it comes down to the wire
i'll hold on with every ounce of strength within me
when it comes down to the wire

don't think i've not thought
of what you mean to me, i do constantly
my friend, forgive me
do you think of me as i think of you
i owe my life to...

i hold on clutching to the hope that i'll be strong
when it comes down to the wire
i'll hold on with every ounce of strength within me
when it comes down to the wire

my friend, forgive me
do you think of me as i think of you

i wish it were different
i wish i could take your pain
and now that i've found you
i feel like i've lost you again

i hold on clutching to the hope that i'll be strong
when it comes down to the wire
i'll hold on with every ounce of strength within me
when it comes down to the wire

i hold on clutching to the hope that i'll be strong
when it comes down to the wire
i'll hold on with every ounce of strength within me
when it comes down to the wire...

Top of Page face the fear
(music & lyrics by matheos)
here i am looking out looking in
my eyes are open, my mind closed tight
i believe i know i need to let go
and i know i'm wrong but i think i'm right
so i shut you out
and hear what i want to hear
and hide in my opinions
afraid to face my fear
face the fear
face the fear

there you are reaching in reaching out
your arms are open, your heart closed tight
you believe you know you have to let go
and you think you won't but you know you might
so you close your eyes
and pretend you're not here
and hide in your secrets
afraid to face your fear
face the fear
face the fear

and you close your eyes
i hear what i want to hear
and we hide in our suspicions
afraid to face the fear
face the fear
face the fear

and i shut you out
you pretend you're not here
and we hide in our loneliness
afraid to face our fear
face the fear
face the fear

here we are looking in reaching out
together and alone
facing the fear we're afraid to show
facing the fear of letting go

Top of Page inward bound
(music by matheos)
(instrumental)

Top of Page monument
(music & lyrics by matheos)
there's a blind desire there's a drive
there's a need to leave some lasting feat
something to hold, something to keep
a monument to complete

there's a written page there's a book
there's a search for something to say
something to share, something to speak
a monument to convey

is it fiction, is it confession
is it a passion or just a profession
is it performance, is it expression
is it a passion or just an obsession

there's a photograph there's a frame
there's a time, a moment to confine
something to save, something to see
a monument to enshrine

is it performance, is it expression
is it a passion or just a profession
is it fiction, is it confession
is it a passion or just an obsession

there's an empty room there's a blank page
there's a picture left incomplete
something is lost, something remains
a monument to defeat

is it fiction, is it confession
is it a passon or just a profession
is it performance, is it expression
is it a passion or just an obsession

Top of Page afterglow
(music & lyrics by matheos)
twilight and i lie awake
afterglow is all around me
i lie awake, in this light
and i wonder where you are tonight

voices turn to silence
echoes never fade away

"???"

twilight and i lie awake
afterglow is all around me

voices turn to silence
echoes never fade away
i lie awake listening
wondering where you are today

Top of Page
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Inside Out - Fates Warning

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Inside Out - Fates Warning

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