By 1999, X-Tempo had grown and its second album showcased the maturity of its sound.  The album included the original four band members, Peter Venezia on piano and keyboards, Kevin Roth on drums and percussion, Thor Fields, guitar and John “Ropeman” Roppa on percussion, with new band members fleshing out the sound including Scott Thorton on bass, trumpet and French horn, Claude Brais on guitar, Steve Greenfield on saxophone and Jerry Halaytyn on acoustic guitar and percussion.  Recorded and mixed at BeSharp Studio in Astoria, New York, Jerry Halaytyn engineered the recording.

The sophomore album contained six original songs including No Turning Back, Boogie Woogie, Opus 2, Ode, In The Dark and What Will Be.  Created as a concept album similar to the early work of Genesis and Pink Floyd, No Turning Back is the signature song of X-Tempo, is representational of its style, and opens the album running twenty-two minutes, setting the stage for the music to come.

Just as with the first album, all music was written, arranged and produced by Peter Venezia and Kevin Roth.  The lyrics to In the Dark and What Will Be were written and performed by Claude Brais.  Several of the songs from this album were rereleased on Selections in 2008 and are available on itunes [hot link to itunes]
What Will Be
Lyrics written and originally performed by Claude Brais

What has been has been
and whatever come today
is dust and gone by tomorrow
was it joy or sorrow
look ahead your life
is not behind yourself
and you can try again

What has become of you
and wherever you may be
is here and now and soon will be
there and then reality
you are what you think
and where you want to be
if not we’ll move again

What brings the wind today
what’s with him for us let’s see
all we were what we will be
what is and what should never be
how hard is the path you choose
and how it is today
wishing you well again