Guitarist, composer, arranger and producer Jim Matheos is well-known to progressive rock fans as the founder-leader of Fates Warning, but now he is beginning to capture another audience with his softer side as he releases his second, acoustic, all-instrumental, solo album, appropriately-titled Awav With Words..

Although the album is on the same label as Fates Warning (Metal Blade Records), the music Is another realm. "I wanted the music to be just as technical and complex as what we do in Fates Warning," Matheos explains. "But I wanted to go to the opposite end of the spectrum with no electric guitars, no distortion, no sequencing, and not a lot of overdubbing and different sound sources. The idea of a real acoustic record with a stripped-down feel appealed to me. I have a lot more influences and interests than just the style of music that Fates Warning does. In fact, I would love to experiment with three or four other musical genres in the future."

Away With Words features Matheos on a Taylor 514 acoustic steel-string guitar (although he did a few overdubs on an Ovation). He is joined by acoustic-violinist Charlie Bisharat (Shadowfax, Kitaro, John Tesh and Matheos' first solo album), electric-bassist-extraordinaire Michael Manring (whose resume reads like the Who's Who of contemporary instrumental music -- Montreux, Michael Hedges, Suzanne Ciani, Paul McCandless, etc.) and Fates Warning's drummer Mark Zonder ("We've worked together so long, we think quite alike musically," says Jim). The guitars and violin were miked for a true acoustic sound.

Matheos wrote all but one tune. A self-taught musician, he wrote out sheet music for the main violin and bass parts before calling his guest musicians, but then encouraged them to bring their own personalities and styles to the project which included improvising all of their solos. "Both Michael and Charlie did several different versions of each song so that in mixing we could pick and choose the one that worked best." Matheos mixed the album in Toronto with Terry Brown (who has produced both Rush and Fates Warning).

The album has a gently-underlying theme of communication without words. "I get a real emotional charge out of good instrumental music. One reason is because you get to use your imagination more with an instrumental piece because there are no words to guide you." The recording kicks off with "A Way With Words" which is the most uptempo track. "It was the first tune I wrote after working on the last two Fates Warning projects and some of that aggressiveness carried over. Several of the song titles on the album have to do with words and language which I thought would be kind of funny on an instrumental album." The title for "Palindrome" comes from the structure of the song (ABCBA). "The Language of Silence" is one of the quieter, softer songs ("I had the main theme six years ago, but I knew it would never fit on a Fates Warning album"). The main riff for "Mumbo Jumbo" also had been laying around for many years ("I went for a Shadowfax feel with an odd time signature of 9/8"). "Tongue Tied," a bluegrass tune, is a tip of the hat to the Dixie Dregs ("They always included one song on their albums with a country feel to it and I dug that").

"Piscataquog" is named after a river near where Jim lives in New Hampshire. "The song has a flow to it like a river and Michael really added a lot to this one. 'A Conference of Clouds' has a spooky, up-in-the-air feel to it, and Charlie's violin solo just smokes." "The Last Light of August" has three sections -- sunrise, a center fugue symbolizing the last day of summer, and a quiet sunset-type ending. "Goodnight, Goodbye" combines a lullabye melody written for Jim's daughter with an additional section that is an homage to his father who passed away when his granddaughter was very young. "This was my way of bringing them together since they never got the chance to know one another." The album also contains a version of "Astronomics," a song from Manring's days with the group Montreux. "We did it pretty true to the original, I wanted to do it because it's a great song with a cool bass part and this way some people might hear that part for the first time."

Matheos was born in Connecticut and raised in Massachusetts ("I love New England"). His brother Tom, who is four years older, started playing guitar as a teenager, which inspired Jim to get his own guitar for Christmas when he was ten-years-old. His musical models at the time were the heavy metal and progressive bands like Black Sabbath, Jethro Tull, Genesis and Uriah Heep- "I spent hours trying to learn the guitar parts from their records. When I got tired of that, I put on some of my parents' albums and listened to everything from Chet Atkins and Roy Clark to traditional Greek music." Jim started writing his own songs when he was 16. "In high school I cut every class -I could and went to the music room and played guitar."

He answered an ad in the paper in which other musicians were looking for a guitarist. They became the nucleus of the original Fates Warning. After writing a batch of original songs, they recorded a demo which got them signed to Metal Blade Records. The band added a few additional songs and their first album, Night on Brocken, came out in 1984. They performed their first show about the same time. 'The history of this band has been that our fan base has pretty much increased with every album, but we also have had a personnel change every year or two."

They steadily built an audience with the albums The St)ectre Within, Awaken The Guardian and No Exit - the latter containing the MTV video "Silent Cries" which opened the door for extensive touring and headlining small venues. With the album Perfect Symmetry, the band had another video on MTV with "Through Different Eyes" and they did two full tours of the United States and two through Europe. Parallels contained "Eye To Eye" (which garnered extensive radio and video airplay) and the album sold strongly thrOrUgh a distribution deal with Warner Bros. Records. The band headlined a major U.S. tour and followed it with European concerts. When their next album, Inside Out, was released, Fates Warning toured this country and Europe extensively with Dream Theater.

The band tried something different and ambitious for their eighth recording, A Pleasant Shade of G ray ., which was one, continuous, 54-minute, story-song (although it was broken into 12 sections and had recurring themes and melodies). The following tour was recorded and turned into a live album, Still Life, with "A Pleasant Shade of Gray" in its entirety on one disc and older material on the other CD. One of the highlights of 1998 was playing the Dynamo Festival in Holland in front of 60,000 people.

Matheos' debut solo venture was Firat ImDressions in 1990, recorded with Bisharat and cellist
Eugene Friesen (Paul Winter Consort). 'it was a thrill to work with different musicians than
those I normally play with. A few years before that album I started listening to a lot of
Windham Hill acts like Montreux, Will Ackerman. Alex de Grassi and Michael Hedges as well as
groups like Shadowfax, Dixie Dregs, Tangerine Dream and John McLaughlin's Mahavishnu
Orchestra. First lmgr was very laid-back, impressionistic and improvised. When it came time for Awav With Words, I wanted to do an album that was more structured, more songoriented, and more complicated with counterpoint and tight musician interaction. I wanted to do something organic and acoustically in-your-face-'"