Scholz continued to record. A song Boston performed at their live shows, "A Man I'll Never Be," was polished for the new disc, as was a new rocker called "Don't Look Back." There were other songs in the unrecorded Boston catalog, tracks like "She's A Looker" and "Shattered Images" and "Television Politician," and it would have been so easy to just add them onto the disc as filler. But Scholz wanted new songs. He wanted to go forward with Boston's musical excursion, a concept he made clear in the title track of this new album, Don't Look Back.

By early 1978, Scholz had finished the first side of the album, and with another year or two's redrafting and re-recording, the second side would be perfect. But there were new variables added to the mix. Ahern and McKenzie dissolved their professional partnership, with McKenzie receiving a cash buyout and Ahern receiving Boston. The three members hired after Boston signed the initial recording contract - Barry Goudreau, Sib Hashian and Fran Sheehan - wanted more of a say in the production and songwriting duties in the new album.

And Epic Records wanted to put their considerable CBS-backed muscle behind the new album - with radio airplay and a worldwide concert tour. Finally, Scholz turned over the new Boston tapes - with the second side still a few redrafts away from completion, as far as he was concerned - and held his breath.

Two years after their initial debut album was released, Boston's second album, Don't Look Back (Epic 35050) finally saw the light of day. As two million double-platinum-shipping copies hit the stores, Don't Look Back hit #1 on the Billboard album charts. The title track "Don't Look Back" (Epic 50590) blasted through the pop charts, peaking at #4. The follow-up single, "A Man I'll Never Be" (Epic 50638), a power ballad mixing Brad Delp's impassioned voice with Tom Scholz' melodic-yet-powerful guitar leads, also had some Top 40 success.

But Don't Look Back didn't have the legs of its predecessor. Despite its strong debut, Don't Look Back sold approximately 4 million copies - not too shabby by any stretch of the imagination, except when your previous album just sold its 8 millionth copy and is still on the charts.

But that didn't stop Boston. With Sammy Hagar as their opening act, Boston embarked on a worldwide tour, playing America, Europe and Japan - and even their home town, selling out the Boston Garden twice in their Beantown debut. During those Garden shows, Tom Scholz would strap on a green coat and cape, and doing his best "Phantom of the Opera" impression, blasted Bach's "Toccata in D Minor" through a huge pipe organ. The success of the concert tour was confirmed when Billboard voted Boston as the #1 stadium and arena band of 1979.

And although the band may have had an occasional beer now and then, they stayed away from the hard drugs - which couldn't be said for their road manager and some of the crew. "The band itself was anti-drug," said Hashian. "But the road manager was a stoned-out coke nut. He once dropped a half ounce of coke in a bag in front of me, and I didn't do coke, and I picked it up and said, 'Hey whose is this?' And he couldn't even admit that it was his."

During a break in the tour, some of the bandmembers joined Sammy Hagar at a recording session. One of the songs produced during that session was Hagar's new single, a remake of the Otis Redding classic, "(Sittin' On) The Dock Of The Bay," with Brad Delp, Barry Goudreau and Sib Hashian backing Hagar as "The Bos-Tones." "Sammy Hagar toured with us in '78 on Don't Look Back, and did three-quarters of the shows," said Delp, "which is how we met Gary Pihl, who is in the band now. For some reason, Sammy's producer, John Carter, was in Atlanta, and we played that night at the Omni. We may have had the next night off in Atlanta. Sam's producer knew Sam was in town, so he rented studio time in a studio in Altanta, and they had the basic tracks for that song had already been recorded. Steve Cropper, who actually played on the original one, played guitar on Sam's as well. So Sammy was going in to do vocals, and he just asked us for a laugh if we would come down and sing background on it. So that's how it happened. Barry, Sib and I went down there. I didn't think I did a tremendous job on it, but it was something that just happened a couple of hours one night when we were on tour."

By 1980, CBS was ready for another album from Boston. Boston and Don't Look Back quickly became two of CBS' biggest catalog items, and CBS still sold plenty of their discs as a midline item (usually $4.99 retail, stickered with the CBS slogan "The Nice Price"). CBS even combined both album as a single "twofer" budget cassette, which sold respectably.

But Scholz remembered that Don't Look Back was rushed to the stores, and didn't sell as many copies as did its predecessor. If this third record was going to be a success, it had to be done just right - with no shortcuts or compromises. He already had one song ready for the third album, a tender ballad called "Amanda," and was ready to create more - at his own pace.

Scholz wasn't the only musician in rock history to take a little longer to put together an album. Although the Beatles recorded their debut album in a day, Abbey Road took years to compose and release. Stevie Wonder took three years to record Songs In The Key Of Life. Brian Wilson took the Beach Boys through eight months of recording studios just to record a single track, "Good Vibrations."

And on top of all that, Scholz entered litigation against Boston's manager, Paul Ahern. Buried in the fine print of one of their contracts was a clause that supposedly gave Ahern a chunk of every song Scholz had written, which wasn't much of a spur to write more songs. Scholz also wanted to produce Sammy Hagar's new Danger Zone album, and had finished one track for Hagar, "Run For Your Life," but CBS told Scholz to finish up a new Boston album before working on any other ancillary projects.

So in December 1979, he contacted his bandmates and gave them the news. "I just know that Tom was at that time going through some legal hassles and problems with Paul Ahern," said Delp. "He had gathered the band together around Christmastime, and said 'Look, I've got some things I need to sort out. If any of you guys are interested in doing a solo record, you might want to think about it.'"

"After the tour," said Sib Hashian, "Tom said that he wasn't planning on making any records for a while, because he wanted to wait until his manager's contract was up. So he said to us, 'This is a good time to do any projects you wanted to do.'"

That next year, Barry Goudreau released his own solo album, Barry Goudreau (Portrait 36542). Joining Goudreau and lead vocalist Fran Cosmo were Sib Hashian and Brad Delp. "Barry came to me with some tapes," remembered Delp, "and said, 'I'm working on this stuff, would you like to be involved in it?

"I initially said, 'It's your project Barry, I don't know if I really need to be involved in it.'

"And he said, 'Here's some cassettes of some stuff I'm working on, maybe you might come up with some ideas.'

"And I actually enjoyed coming up with - or trying to come up with - lyrics for some of the stuff. Barry didn't have any strong ideas about the singing, he was more concerned about the guitar. I could just come up with what I wanted. It was fun for me in that sense, and it was different for me in that sense, so I just enjoyed that."

But despite a CBS advertising campaign stressing Goudreau's connection with his old band - imagine Scholz' surprise when CBS print ads touted Goudreau as "the guitar heard on 12 million Boston albums" - the solo album barely sold 100,000 copies, and neither of the singles released from the album ("Dreams" and "Leavin' Tonight") cracked the Top 40.

Meanwhile, Scholz continued to work. He recorded the album tracks on one reel of Scotch 206 tape, Brad Delp's vocals on another, then to save tape wear, he hoped to use a digital SMPTE synchronizer to combine the tracks - except it didn't work to his specifications. Scholz' solution? Put the music tracks into the left side of his headphones, the vocals into the right side of his headphones, then start both reels at the same time - applying gentle thumb pressure to slow down one reel until the music and vocals centered inside his head.

Necessity may indeed be the mother of invention, and in Scholz' case, necessity provided more than two dozen inventions and patents. Long before his recording career, Scholz' name was on the patent rolls - in 1972, he invented a process to set up and transport A-frame homes for his father's construction business. As a Polaroid employee, Scholz' name is on dozens of patents for audio-visual cassettes and operating mechanisms for same.

Circumventing a temporary musical mental block, Scholz turned his attention to invention, creating products and instruments for professional and garage rock bands. He even started a small electronics firm, Scholz Research & Development, to market his products.

His dissatisfaction with conventional amplifiers spurred his first mass-marketed musical invention, the "Power Soak." When connected between the amplifier and the speaker, the Power Soak allowed the guitarist to generate a thicker sound from his instrument, with lower volume from the speakers.

Scholz was still working on the third album, but now it seemed nature itself was slowing him down. A flashlight was an essential accessory in the studio - when the electricity failed and a fuse needed replacing. A tape containing Scholz' best copy of "Cool The Engines" suddenly stuck to the tape guides - forcing Scholz to use an experimental silicone solvent to free the tape and save the only suitable copy of the song.

And every time it rained, Scholz' basement studio would fill with water and sludge. "Every time we got a good rain," said Delp, "we had to pull all the carpeting out of the studio, move everything out of the way - ultimately he had somebody come in and they dug a ditch around the whole inside of the basement to let the water drain out. That was time consuming and annoying."

Meanwhile, CBS was getting more adamant. They were willing to put up with a two-year delay for Don't Look Back, but Boston's third disc was already reaching three years - with only a couple of songs even ready for release!

But even the band the public called "Boston" was fragmenting. Barry Goudreau was already gone, and now Sib Hashian wanted out rather than fight with CBS. Replacing Hashian was Jim Masdea, Scholz' old friend and the original drummer from the 1970's demos.

"The original Boston was actually Brad and I, that was the contract and the original band, which very few people know," said Scholz. "Whenever anybody asks me if it's still the original band, I still say yes. We added everybody else after we got the record deal. We had both played with Barry quite a bit. We needed basically five people to get on the stage and play songs, and we knew Barry could cover the guitar parts, and he had these other two friends (Sib Hashian and Fran Sheehan) that I don't think we knew very well. But we did manage to struggle through two years of tours with them - and they all were the shortest lived Boston members ever in the history of the band, which is quite funny. Ironically, their pictures were the only pictures that ever showed up on Boston albums."

It's now 1982. Michael Jackson's Thriller album is released, and will eventually eclipse Boston as CBS' biggest selling album of all time. Scholz is still recording songs for the new album (which now has a title, Third Stage), with Brad Delp on vocals, Jim Masdea on drums and former Sammy Hagar bandmember Gary Pihl on bass.

But for CBS, the album was in its fourth year of assembly, with no completion date in site. CBS wanted a third album, and they wanted it from Scholz. Now. And they were willing to go to drastic measures if it meant getting that album.

Ever since Boston first hit the stores, royalties were allocated in a special tax deferred payment plan. Even if the band never released another album, they could theoretically live off the interest generated in these tax shelters. First, CBS stopped paying into these tax shelters. Then, in 1982, a woman in CBS' accounting department informed Scholz that CBS froze Boston's royalty payments. When Scholz protested the decision, they slapped him with a $20 million dollar lawsuit (basing the $20 million figure on the estimated profits CBS would have expected from future Boston albums).

But while Scholz' musical endeavors seemed stymied, his electronic creations were taking off. One product, a device patented as "D.284580: Stringed Instrument Amplifier Or The Like," kept Scholz solvent throughout this time period. An electronic box - about the same size as an 8-track tape - contained an input for a guitar and another input for headphones. By plugging your guitar into this box, you could create guitar solos as intricate as your fingers would allow - and thanks to the headphones, only you would hear your performance. By adjusting a few switches on the box, you could recreate the guitar sound of dozens of rock heroes - as thick or as clear or as distorted as you could ever imagine. You could even rechannel the guitar output to sound like a violin or a pipe organ. This gizmo could make your guitar do all that, and more.

Tom Scholz called his new electronic device "The Rockman," and within weeks of its release, thousands of orders filled the Scholz Research and Development offices. Sales of the Rockman helped Scholz continue to finance his third album, and to hire entertainment attorney Donald Engel to get Boston's royalties released from CBS. Instead of writing songs, Scholz and Engel were writing legal papers.

Brad Delp kept himself busy, even singing on the soundtrack album of the 1983 low-budget motion picture Best Revenge. The soundtrack album was initially released only in Japan (although available since 1995 on Razor & Tie 2073-2), and one of the tracks, "Playing For Keeps," was a collaboration between Delp and Keith Emerson. "I was in Los Angeles, and someone was interested at one point in trying to hook myself and Keith Emerson together. They told me, 'Keith's going to be in town, maybe you'd like to meet him or something.

"So I went to the studio. They told me somebody else had sung on this demo of "Playing For Keeps," and they said they weren't really happy with all the lyrics. So we reworked some of the lyrics and then I went into the studio and sang the revised lyrics. The whole thing took about an hour, and I took off. Before I left, they gave me a cassette copy of that which they were playing back, and they actually had some of the solo buttons pushed in on the recording - so the only copy I ever got of it was this quick cassette that they gave me before I left. In the middle of it, all of a sudden all the tracks drop out, except for one - which they were listening to and soloing up to find out of something was wrong with it. A few years later, I'm watching television and the movie was on cable. So I decided to tune in - and I heard bits and pieces of the song, but only instrumentally."

By 1983, the Third Stage album was still unfinished. Barry Goudreau, however, had finished recording a new album with his new group, Orion The Hunter. Singer Fran Cosmo, former Heart drummer Michael De Rosier and bassist Bruce Smith joined Goudreau in this new project, and Brad Delp added some lyrics to three songs on their new self-titled album. Orion The Hunter (Portrait 39239) sold respectably well - reaching #57 on the Billboard album charts, and the first single from that album, "So You Ran" (Portrait 04483), became an AOR hit. After a summer tour opening for Aerosmith, however, Orion The Hunter shut down operations.

Meanwhile, back at the recording studio, CBS and Tom Scholz continued their contract struggle. In August 1994, Scholz and his new attorney, Don Engel, worked out a new deal with another label, MCA Records, to get the Third Stage album released. Upon hearing of the deal, CBS demanded $900,000.00 from MCA (and 25 cents an album) before allowing Boston to join the new label. Then CBS slapped another lawsuit on the band, this time accusing Engel of voiding a valid Boston-CBS contract by negotiating with another record company.

It took months of litigation, depositions, memoranda and other legalese before the matter finally reached a judge. On April 23, 1985, New York Federal Court Justice Vincent L. Broderick shot down CBS' injunction. In his decision, Broderick said that CBS failed to prove that it would suffer "irreparable harm" if they could not release that third Boston album. He also said that when CBS demanded that $900,000.00 settlement from MCA, that effectively killed any negotiations between both companies.