Originally to assume the name Misfit, Fates Warning was started by John Arch (vocals), Jim Matheos (guitar), Victor Arduini (guitar), Joe DiBiase (bass) and Steve Zimmerman (drums). Their big break came with their inclusion on the Metal Massacre V compilation and Metal Blade' subsequently signing them to a long-term deal. Night On Brocken (1984) proved to be a competent Heavy Metal debut influenced by the NWOBHM movement and the follow-up albums The Spectre Within (1985) and Awaken The Guardian (1987) with Frank Aresti replacing Arduni further developed thissound. Ray Alder stepped in the replace Arch who was discontent at the band's increasingly Progressive approach to the music, an approach that saw one of their most noted works evolve titled No Exit (1988), an album that now saw the compared to the epic styles of Queensryche before Zimmerman would be replaced with Mark Zonder.
The next effort, Perfect Symmetry (1989), had its keyboards boosted with the help of guest musician Kevin Moore (of Dream Theater) adding even more progressive feel to the recording. Although their style has since remained a specialized taste they have nonetheless courted praise from the Metal press from albums like Parallels (1991) and Inside Out (1994). As if to prove that the 1970s concepts were not lost in the dust of time they would release A Pleasant Shade Of Gray in 1997, an album with a single song covering its entirety. Still Alive, their first live effort, would follow in 1998with Disconnected (2000) being their latest to date under the slightly revised line-up of Ray Alder (vocals), Jim Matheos (guitar), Joey Vera (bass) and Mark Zonder (drums). But most of the members were also actively involved in side projects or other bands. Ray Alder's solo band, Engine, had already released one album and another in the works, Jim Matheos' solo career continued, not to mention his participation in O.S.I., Joey Vera also joined in on Engineand Armored Saint, and Mark Zonder worked with the reformed Warlord.
Nevertheless, Fates Warning pressed on as Mark Zonder announced he would leave the band in June 2004, but not before the completion of the tentatively titled FWX album.