For many thrash metal fans, the apex of Megadeth’s career came with the release of 1990’s Rust in Peace, a monumentally heavy album full of corkscrew rhythms, pyrotechnic solos and enduring vocal and guitar hooks. The album earned multiple accolades from metal mags in the U.S. and abroad and landed Megadeth their first Top 25 album on the Billboard album chart (No. 23) and their first platinum record.

But Rust in Peace, the band’s fourth album of complex thrash, came at a time when alt-rock was on the rise and metal was become stagnant; Megadeth frontman Dave Mustaine had the foresight to see what was on the horizon. While he had no intention of writing an alternative album, he knew that following Rust in Peace with another disc of technical thrash wouldn’t have been a good career move.

So he adapted to his surroundings, revamped the band’s sound and struck a middle ground between commercial metal and thrash with Countdown to Extinction, which was simpler, more direct and more radio-friendly than anything Megadeth had previously released. When Countdown to Extinction came out on July 14, 1992, it revealed the band’s new musical approach. The songs were heavy and barbed enough to please fans of the band’s earlier material while providing Megadeth a toe-dip into more commercial waters.

Megadeth, "Symphony of Destruction"

“In 1991 when we were writing songs for Countdown to Extinction, we saw the writing on the wall that an era was ending, which is an era we helped create with the earliest thrash and speed metal music,” Mustaine told me in 1999. “And that’s why we just dove straight head-first into what became Countdown.”

In addition to wanting to write music for a new generation of metal fans, Mustaine consciously strived to evolve from what he had done before. So he decided expose fans to another side of the band and focused more intently on melody than ever.

“We knew we couldn’t make Rust In Peace again. It was just too heavy,” Mustaine said. “And one of the smart things I think about myself and this band is that we know when we’ve done our best in any particular field. Trying to make another ‘Five Magics’ would be horses--t. It would just sound like Krokus or any of those other bands that sound like somebody else. There’s a lot of bands that have made the same record over and over and over again, and they need to really take a look at what they’re doing because they’re gypping the fans.”

For Mustaine, writing listener-friendly melodies wasn’t enough. The songs still had to be heavy. Megadeth achieved the marriage of intensity and infectiousness by crafting eerie intros, moody riffs and minor-key rhythms, and he and guitarist Marty Friedman kept the music crisp and chunky.

Megadeth, "Sweating Bullets"

“Countdown was a turning point for us,” Mustaine said. “We kept a lot of our credibility with songs that were really heavy and others that were evil sounding and slower. Then there are just things on there that are real heavy rock songs. Some of it is reminiscent of the Mercyful Fate days, back when I was listening to that stuff with Lars and James when we would get drunk every night.”

Another factor for Mustaine in his decision to break free from the bonds of pure thrash regarded reconciling what he enjoyed playing with what he was just used to doing. “I think there comes a time and place where you have a reckoning with yourself, and I got to that point when we worked on that record,” he said. “It’s like, am I making music that’s controlled by the past, and letting the past control my future or am I making music because it makes me feel good?”

Countdown to Extinction features some of Megadeth’s most popular songs, including “Symphony of Destruction,” the album’s first single, “Sweating Bullets” and “Skin O’ My Teeth.” And unlike prior releases, which were mostly written by Mustaine and bassist David Ellefson, guitarist Marty Friedman and drummer Nick Menza significantly contributed to the creation of the songs.

Megadeth, "Skin O' My Teeth"

Megadeth wrote Countdown in two separate sessions. The first took place in the summer of 1991 after the conclusion of the North American leg of the Clash of the Titans tour. Then, with about half the songs written, the band took a month off before returning to the studio in fall 1991. Megadeth tracked the album at The Enterprise in Burbank, Calif. between Jan. 6 and April 28. As opposed to past recording sessions, where finished demos were converted pretty directly into final tracks Megadeth experimented with various passages before laying down final takes.

“We really wanted to get it as good as we could so we tried a lot of different things,” Mustaine said. “Sometimes we’d have something that sounded cool, then at the last second we’d go, ‘Wait a minute. Let’s see if we can come up with something else that’s even better.’”

Megadeth recorded Countdown to Extinction with producer Max Norman, who also worked with the band on its next album Youthanasia in 1994. Countdown debuted at No. 2 on the Billboard album chart, scoring the band its highest chart position. Its first week out, the album sold over 128,000 copies. On Sept. 9, 1992, the album received both gold and platinum certifications from the RIAA. Two years later, Countdown went double platinum.

“The crazy thing is, I told Dave [Ellefson] and the guys,'If Countdown goes double platinum, I’ll skydive.’” Mustaine said. “I figured this record will never go double. It went right up the charts, and I’m like, holy s--t, now I gotta jump out of plane and I did it, which is something I thought I’d never do. And man, It was totally fun. It was like an acid trip, but once you survive it you’re like, ‘I’m never gonna do something that stupid again.’”

Megadeth, "Foreclosure of a Dream"

In 2004, Countdown to Extinction was reissued and remastered with four bonus tracks, then issued again as 20th anniversary edition in 2012. That version featured the original remastered album on the first disc and a 1992 live show from San Francisco’s Cow Palace on disc two. To celebrate Countdown to Extinction’s 20th anniversary, Megadeth played the album front to back at during tours of North America and South America. On Sept. 24, 2013, the band released a live recording of the album from a December show at the Fox Theatre in Pomona, Calif. That album, which debuted at No. 119 on Billboard, also featured songs from Peace Sells… But Who’s Buying?, Rust in Piece, Cryptic Writings and Thirteen.

In addition to being the gateway that gave Megadeth the freedom and flexibility to try whatever it wanted within the realm of metal, Countdown to Extinction gave Mustaine more faith in his vocal abilities. “Even back when I screamed most of the time, I always wanted to sing much more and be more melodic,” he said. “But I didn’t have the confidence to do it. After Countdown I started to have some real confidence in myself.”

Loudwire contributor Jon Wiederhorn is the author of Raising Hell: Backstage Tales From the Lives of Metal Legends, co-author of Louder Than Hell: The Definitive Oral History of Metal, as well as the co-author of Scott Ian’s autobiography, I’m the Man: The Story of That Guy From Anthrax, and Al Jourgensen’s autobiography, Ministry: The Lost Gospels According to Al Jourgensen and the Agnostic Front book My Riot! Grit, Guts and Glory.

Megadeth Albums Ranked