Cover artwork by Mike Learn

Ever since I started the Underrated Albums series on Mega-Depth, I’ve been thinking of doing an in-depth article on this record. Megadeth is one of the most successful bands in the metal genre; whether you’re looking at sales or critical acclaim. Dave Mustaine and his several bandmates have delivered some fantastic songs over their long career; a career which still goes on as strongly as it ever did! However, despite all their critical acclaim, you can’t always please everyone. This is why we need to talk about underrated albums… This band sure has a few! At some point, I may do an article on each one, but this one is dedicated to the most underrated of them all. An album that came at a critical junction and, by delivering an amazing set of songs, resurrected Megadeth and allowed their career to develop throughout the 2000s. I’m of course talking about The System Has Failed.

As a disclaimer, I should note that I’m a huge Megadeth fan. I’ve been a fan since 1998 and I’ve followed their career ever since. Dave Mustaine’s playing was the reason I got into guitar and into heavy metal. Naturally, it’s hard for me to always be objective. But I always keep a pulse on online discussions and reviews from other publications. That’s how I’m judging whether an album is underrated or not. I define underrated as an album that either did not receive the attention it deserved or received overwhelmingly negative feedback when in reality it offered a strong statement in music. I don’t think The System Has Failed received overwhelmingly negative feedback, but it did not receive the attention it deserved either. That’s why I’m writing this piece. 

To fully appreciate what we have here, we need to go back to 2002. After the release of Risk (1999), and a few months later, the departure of Marty Friedman, Megadeth was going through a tumultuous period. The band had taken quite literally a risk to get more radio play and it hadn’t worked. Now was the time to re-focus on their metal roots. In 2001, we got The World Needs A Hero, the band’s one and only with guitarist Al Pitrelli. The band had gotten away from Capitol Records and moved on to Sanctuary to escape the former’s pressure for a more commercial sound. And the result was encouraging. But while it sounded good to me and to a lot of other fans, it didn’t become a “classic” because the overall feeling was that it was a bit rushed. While there were some great riffs here and there, it wasn’t what you’d expect from the masterminds of progressive thrash. Although it wasn’t anybody’s “favorite” Mega album, everyone was still so encouraged with the direction that they started anticipating what the next one might sound like. Megadeth toured in support of The World… for a long time (I saw them for the first time on July 3, 2001 in Istanbul). Everything seemed so great. We all expected another new album to hit the shelves soon.

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Dave Mustaine playing in support of The World Needs A Hero

But as we all know now, on April 3rd, 2002, Dave Mustaine announced that he had radial neuropathy – a neural disease that affected the radial nerve on his left hand and prevented him from playing guitar, among other things. If you look it up, you’ll see just how serious it is! Due to this illness, he said he was leaving the band that he had founded… And since you can’t have Megadeth without Mustaine, all of a sudden they were no more… I still remember the day I saw that announcement and how I felt. I was absolutely crushed! I was 17 and I loved Megadeth. I just couldn’t believe what I was reading. After coming to terms with the disbandment, all I could hope was for Mustaine to make a recovery and come back.

It took a while for everything to get back to normal. Thankfully, Mustaine made a full recovery and signed a deal with ESP Guitars for a new guitar line. He’d written some songs and he was going to come back into the metal world that he’d always cherished. I was so stoked! All he needed now was to decide whether this was going to be a solo album and who was going to play on it besides himself.

The first question resolved itself when Dave found out he owed one more Megadeth album to Sanctuary Records, the label with which he was signed at the time. Ok… so we were going to see the familiar band name we all loved. But who was going to play? David Ellefson confirmed to Eddie Trunk back in 2004 that Dave had contacted him to do the album, but they couldn’t come to a financial agreement. I think when the two Daves couldn’t come to an agreement, it was pretty clear that it might be better for Mustaine to hire session musicians to do the album and see where that would take him. Remember, at this point, he hadn’t made the decision to re-launch Megadeth. As far as he was concerned, he was fulfilling his contractual obligations for one last album. I would totally understand it if he just wanted to start fresh after arguing about finances. There’s a lot more to that story, but that’s not what this piece is about.

Soon, Dave found the session musicians he neededFor lead guitar, he hired Chris Poland. If you’re a Megadeth fan, you already knew who he wasFor drums and bass, he had two names that I wasn’t familiar with at the time. Vinnie Colaiuta, who is a legendary drummer who played with so many different artists, was hired to the drums for the album. As soon as I learned more about him, I got excited to hear what he could do on a metal album! And for bass, Dave hired Jimmie Lee Sloasa session bass player who mainly played in country bands. Now that the line-up was complete, it was time to record!

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ESP DV8 – Dave was signed with ESP for a few years. In December ’06, he switched to Dean Guitars.

I wanted to give you some background because there are a lot in here that made their way into the lyrics. When you listen to the album, listen with some of these events in mind.

The overall vibe I get on The System Has Failed is of a man who wrote these songs without thinking of Megadeth. And I think it helped him. It liberated him. Nothing wrong with keeping Megadeth in mind when you write; but sometimes you become the slave of your own imageIt is no secret that in the late ‘90s, Megadeth steered away from its metal roots further and further to get more radio play. We got some beautiful tunes in that era, but the band lost a lot of blood. By the time they released The World Needs A Hero (2001), they were so focused on writing a “metal” album that it almost felt like they followed a formula. To be fair, in 2001, they kind of had to do it that way. After Risk, there was so much pressure for them to go back to their roots. They signed with Sanctuary, had to release the album fairly quickly, and they had to write with lots and lots of constraints in mind. As I said before, as a huge fan I find something I love on each album. I also don’t think Risk is as bad as some people say. But there’s a reason The World Needs A Hero or Risk isn’t cited as some of the band’s best. They both sounded like they were following trends. Different trends, but trends nonetheless. But Dave Mustaine had never followed trends before – he set them!

Fast forward to 2004… It was a new era and it was time for Dave to set new trends! He originally wrote this batch of songs as a solo album. So, there were no constraints to talk about. He took his time to hone these tunes, and only focused on what he wanted to write. That’s the first feeling you get on System... A fully liberated Dave Mustaine. No arguments with bandmates over finances, songwriting credits, or musical direction. No record company telling him what Megadeth should be. Just himhis guitar, and his music He put the name Megadeth on the album because of contractual obligations, but for all intents and purposes, this album was his baby and he was going to do as he pleased. Ah – sweet taste of musical liberty!

Dave Mustaine on tour to support "The System Has Failed"

There is a huge variety on the album. It isn’t a full-on thrash record although there definitely are thrash metal moments. And while there’s some political commentary in the lyrics, you mostly find a very introspective Mustaine. He’d gone through a lot by that point and he had to leave Megadeth to take care of himself. He got betrayed by people whom he thought were his friends. He got all sorts of insults for “selling out” and some on the Internet even accused him of faking his nerve illness. I’m old enough to remember all of that! Dave’s usually a super outspoken guy. But if you remember 2003-04, even though Megadeth had a very active website even back then, you didn’t hear a lot from Dave. Then we found out he was just waiting to get the album out. All his feelings were laid out there.

Now, just because this wasn’t intended as a Megadeth album doesn’t mean it doesn’t sound like the band. After all, Dave wrote the bulk of the songs even prior to this album! In that sense, this album, not The World Needs A Hero, is the true return to form. At least that’s how I see it. The amazing cover, designed by Mike Learnshows Vic Rattlehead handing out “not guilty” verdicts to politicians for a certain price. If that critical tone doesn’t scream “Megadeth is back”, then certainly the music did!

We kick off the album with the incredible Blackmail the Universe. It’s got all the ingredients of classic Megadeth: intricate riffs, neat solos, a little bit of politics in the lyrics, and some kickass drumming. I can’t think of a better opener to tell the world that Dave Mustaine was back, and he could still play! To this day, this song is one of my favorites; it’s a modern-day classic. Then we start Die Dead Enough as the second song, and here we start getting into a more personal territory. The song is more mellow with a melodic riff, as it is here to make a pretty important point. I haven’t seen confirmation of this, but my interpretation of the lyrics is that Dave was so criticized on just about everything that he felt like he couldn’t even “die dead enough”. Read the lyrics  I see a man who had a lot of stress boiling inside of him, looking for a way to get out, and finally coming back “more driven than before”. Powerful stuff. This song was also the first single from the album.

After we got accustomed to some melodic singing and leads, we dive into Kick the Chair. The band had already made this song available on their website, so it was fairly known by fans by the time of release. This one is a full-on thrash song! I still remember how stoked I was when I first downloaded the track from Megadeth’s website. Remember, this is the first full song they’d made available post-breakup. It was a big deal. And we got to hear this thrash masterpiece that had some killer Mustaine riffs and that also talked about how the judicial system had failed. I was in college at the time and I remember e-mailing everyone the link to the song just because I was so excited! This song is the true ‘return to roots’ that everyone had been talking about. How could you not get excited? The riffs in this song is why people have a lot of respect for Dave Mustaine as a guitar player.

The next two songs go back to a more personal side of things. The Scorpion is a fantastic track and it’s my favorite from the entire album. It’s incredibly dark, both in subject matter and with the way the music works. It’s a slower, but heavier song with some of my favorite Mustaine solos. The lyrics are based on the popular fable about the scorpion and the frog. I think there are two ways you can interpret the lyrics. One is Dave facing his own demons  “look deep into my past, the pain I deal is unsurpassed” is just one glimpse into his own life. But another interpretation is more global; that we, as humankind, are doomed because we are all “scorpions”. We sting each other knowing that we will all drown in the end. And it’s because it’s in our nature. No matter how you look at itthe vibe is dark on this one but it’s just one of those hauntingly beautiful songs. I wish Megadeth would add this back to their setlist – I think it’s a killer track. Tears In A Vial is definitely personal. It’s a more mellow song compared to Scorpion, except towards the end where we kick into some high gear heavy metal. The lyrics deal with someone having to say goodbye to something they loved for what they loved even more. Any guesses what it’s about? At the time, Dave wasn’t sure if Megadeth was going to come back and I think he was coming to terms with the decision to move away from it because he needed that to focus on his family and his personal life. I didn’t like this song at first, but I’ve appreciated it a lot more over the years.

I Know Jack is a really short song, but I wish it was longer because the melody and rhythm are so good. It basically pays tribute to Lloyd Bentsen, former United States senator from Texas, as Mustaine recites Bentsen’s remarks to Dan Quayle during the 1988 Vice Presidential debate. Then we get to another monumental song called Back in the Day. This song reminds me of ’80s Iron Maiden, in that, it has a lot of great melodies but it also manages to be heavy and fast. I think this kind of vibe was intentional because the song reminisces about the old days of metal. There’s also a message in there about people who questioned whether Dave’s music was still ‘metal’ after Risk and TWNAHA lot of the lyrics are also his way of giving those doubters the finger. It’s a great song with a poignant message. I think fans of melodic ‘80s heavy metal will definitely dig it.

There are rumors that the next song, Something That I’m Not, is about Lars Ulrich. I haven’t seen Dave confirm this, so I don’t know. Having said that, reading the lyrics and knowing the timeline of events makes this highly likely. As I outlined in a previous article, after Dave did an interview with Lars for Metallica’s “Some Kind of Monster” documentary, Dave asked the band not to use his footage. For whatever reason, Metallica didn’t agree; and since Dave had already signed a waiver, the documentary went ahead with Dave’s interview in. I said this before and I’ll say it again: love him or hate him, if someone tells you they changed their mind and they don’t want their part to be shown anymore, you should respect that. Furthermore, “but he signed a document…” cannot be your excuse for someone who was there with you in the early days and who was so instrumental in your early songwriting. I don’t care what anyone says, I’m with Dave on this one. At this point, it’s all water under the bridge, but for this incredible and melodic heavy metal track, transfer yourself back to 2004 and immerse yourself in anger!

“Unlike you I’m no vision to myself, lest you forget 

You didn’t ever make metal, buddy; metal made you! 

To crush and run over everyone along the way 

It’s something that you are; it’s something that I’m not.” 


Something That I'm Not

And as we near the end of the album, Dave doesn’t show any signs of slowing down. Truth Be Told is a mixture of a few styles. It has a slower beginning but the chorus has a nice, heavy groove. But the real surprise is towards the end where we get some sweet thrash from the band that does it best! The lyrics talk about how we, as humankind, have had evil from the beginning and continue to have until the end. Then, Of Mice and Men is another introspective track where Dave looks back at his past. It’s not as dark as The Scorpion or Something That I’m Not, but it’s Dave’s way of going through his youth and telling his audience some of the hard times he went through.

If memory serves, Shadow of Deth, was kind of controversial among fans. Dave recites part of a psalm and some metal fans didn’t like it. I’m not religious at all but I don’t see the big deal. I think it works with the overall vibe of the music. And after the spoken verse ends, there’s this incredibly beautiful melody that takes us through the rest of the song. I think it’s one of the best Dave has ever written and it’s really powerful. Megadeth can write really aggressive metal tracks, but one thing I’ve always appreciated about them is that they can also write some of the best melodies. And then we get to the album’s closer, My Kingdom. A solid heavy metal song that starts with a mid ’90s Megadeth kind of groove, but then kicks into this metal-meets-rocknroll kind of vibe. What I love the most about it, though, is the lyrics. I think this one has a double meaning too, although I think it’s more personal than it looks. By this point, Dave had to make Megadeth what the record label or what some other band mates wanted it to be. It’s no secret that he was frustrated in the late ’90s and early 2000s. With the rise of the Internet, his critics quadrupled and he couldn’t do anything “right”. I remember some stuff that was said about him back then and it was nasty and almost always untrue! Read the last part of the lyrics on this song. The way I see it, it’s him saying “I want to live my life for me from now on. Let me be me”. We all love Megadeth when it gets political or writes about some evil thing happening, but I also appreciate these rare glimpses into Dave’s world.

“I have lived through others for far too long 

And carried my guilt, my causes, my sins. 

I hope in the hereafter- 

When I owe no more to the future 

That I can be just a man.” 


My Kingdom

This album means a lot to me. I don’t think Dave has ever felt this free to write whatever he wanted, before or after this album. So I appreciate it for what it represents. It’s still a metal album, it’d be inaccurate to call it anything else, but it offers a huge variety in the songwriting department. There’s politics, questions about whether we’ll ever eradicate evil (spoiler alert: we won’t!), and how sometimes we can’t do the “right” thing because it seems impossible to live up to the standards of others. We can all relate to it, can’t we? But even if you didn’t gel with the lyrics, I’m sure the music will grab your attention if you like heavy metal. And I’ve always loved the production and mix on this. I think it’s all well-balanced and sounds tight.

After this album, Dave recruited a new touring line-up and they toured in support of this album extensively. In October 2005, during the band’s show in Buenos Aires which was later released as That One Night on DVD, Dave announced that he had decided to continue with Megadeth. A decision the fans wanted but didn’t fully know until then. In the 2000s, we had two other great records, United Abominations (2007) and Endgame (2009). Endgame, in particular, is a huge fan favorite. I love both records as much as the next guy, but I still think that The System Has Failed is the band’s best album from that decade. It’s a shame the band doesn’t play anything from it live these days. Maybe they don’t want to make David Ellefson uncomfortable by making him play tunes on which he didn’t record, but some songs are just so good that they deserve to be played again. I know this album wasn’t hated or anything, but like I said before, it also doesn’t get the praise it deserves and is often overlooked. It’s incredibly underrated and I hope that upon reading this, you’ll go back to it and give it another spin.

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