Lyric discussion by guardiandevil305 

As the album's longest track, Wilson calls "The Count of Tuscany" "the monster", comparing it to "A Change of Seasons" and cited Pink Floyd as a possible influence.[9] Petrucci wrote the lyrics about a count that frightened him while he visited Tuscany.

That's from wiki... i think its funny that a man as big as JP could be scared. And he was dumb enough to get in the car with a count?

I think the count is probably someone he knows. But, either way, it is so badass that he had an experience that could lead to something this epic.

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