Free is the second album by American progressive rock band OSI, released by InsideOut Music on April 21, 2006. Guitarist Jim Matheos and keyboardist and vocalist Kevin Moore decided to work on a follow-up to Office of Strategic Influence after the two found they both had holes in their schedules. Drummer Mike Portnoy returned as a session musician rather than a full band member. Joey Vera replaced Sean Malone on bass guitar. The writing and recording process were largely the same as that for the first OSI album. Matheos would send Moore guitar, keyboard and programming parts; Moore would then "chop them up and stuff".Matheos considers the writing process for OSI as more collaborative than writing for his other band, Fates Warning: "With Fates I write songs and we don’t really change a whole lot from my final version to the version that goes on the record," he said. "With Kevin it's much more collaborative in that I come up with a song idea and it can change completely from my original idea to the final product on the record.