Metropolis Pt. 2: Scenes from a Memory is the fifth studio album and first concept album by American progressive metal band Dream Theater, released on October 26, 1999, through Elektra Records. It was recorded at BearTracks Studios in Suffern, New York, where the band had previously recorded their second studio album, Images and Words (1992), and the EP A Change of Seasons (1995).

The album is the sequel to "Metropolis—Part I: 'The Miracle and the Sleeper'", a song featured on the band's 1992 album Images and Words. It was the first album to feature Jordan Rudess on keyboards.

For the album's twentieth anniversary, the band performed the album live in its entirety throughout the Distance over Time Tour (as documented on Distant Memories - Live in London).

James LaBrie – lead vocals
John Petrucci – guitar, backing vocals, programming (track 7), production
Jordan Rudess – keyboard, choir arrangement and conducting (track 11)
John Myung – bass
Mike Portnoy – drums, background vocals, production

Theresa Thomason – additional vocals (tracks 7, 11), additional background vocals (track 11)
Mary Canty, Shelia Slappy, Mary Smith, Jeanette Smith, Clarence Burke Jr., Carol Cyrus, Dale Scott – additional background vocals (track 11)
Terry Brown – voice of the Hypnotherapist (uncredited)
David Bottrill – voice of Edward (uncredited)

Doug Oberkircher – sound engineering
Brian Quackenbush – assistant engineering
Michael Bates – assistant engineering
Terry Brown – vocals co-production
Kevin Shirley – mixing engineering (tracks 2–8, 11)
Rory Romano – mixing engineering assistance (tracks 2–8, 11)
David Bottrill – mixing engineering (tracks 1, 9, 10, 12)
Shinobu Mitsuoka – mixing engineer assistance (tracks 1, 9, 10, 12)
George Marino – mastering engineering
Eugene Nastasi – mastering engineering assistance
Lili Picou – art direction and design
Dave McKean – cover illustration
Ken Schles – still life photography
Andrew Lepley – house photography
Darko Danicic – band photography