Steely Dan to this day occupies a unique place in music history. Laying claim to an unexplored intersection of jazz, R&B, pop, rock, blues, and world sounds, they redefined fusion – or more accurately, reimagined what fusion could be, and acted upon it.

That reimagining was the brainchild of counterculture misfits Walter Becker and Donald Fagen, who met in 1967 while attending Bard College in Annandale-on-Hudson, and nurtured an uncommon symbiosis as a songwriting team based on their of love of blues, jazz, rock and avant-garde music. They lived a Bohemian hipster lifestyle and performed in bands like the Bad Rock Group, Leather Canary and Don Fagen Jazz Trio. They moved to New York City to ply their wares at the Brill Building, where they gained the interest of Kenny Vance, producer and founder of Jay and the Americans. Vance arranged for them to tour with the group, provide music for a low-budget Richard Pryor film, and record several largely ignored demos. More importantly, they connected with Vance associate Gary Katz, who encouraged them to relocate in Los Angeles and offered work as staff songwriters for ABC. Katz, realizing their compositions were of extremely high quality but too complex and unwieldy for the label’s artist roster, suggested they assemble their own band. Signed to ABC, the duo tapped William Burroughs for the group name, gathered guitarists Denny Dias and Jeff Baxter, drummer Jim Hodder and temporary second vocalist David Palmer, and entered the studio in August ’72 to create Can’t Buy a Thrill with Becker on bass, Fagen on keyboards, Katz as producer, and engineer Roger Nichols. The Katz/Nichols team proved a perfect foil for Becker/Fagen, one of few constants in their sojourn responsible for documenting the studio perfection heard on every Steely Dan record in the ’70s.

Much of Steely Dan’s guitar cachet was established by sidemen like Larry Carlton, Jay Graydon, Elliot Randall, Rick Derringer, and Steve Khan as well as original members Dias and Baxter. On their first two albums, the sound relied heavily on these contributions while Becker played bass. That changed in ’74 with Pretzel Logic, the last with the Dias/Baxter/Hodder lineup and first to feature Becker as lead guitarist. His solo on the title track was an auspicious outing that demonstrated the balance of quirky blues and jazz allusions that first caught Fagen’s ear.

“Pretzel Logic,” the third album’s title track, was pieced together at the rate of one hour per bar. It remained a favorite with Fagen, who sang it often in his post-Dan soul band of the ’80s and ’90s. Like many tunes in their repertoire, it’s an altered blues with additional chords. Becker’s solo begins with a characteristic syncopated line that shadows the A-minor ensemble figure. This is punctuated with blues flurries in measures 4 and 6. The latter finds him applying Am pentatonic/blues sounds expanded with fourth intervals over Fmaj7. Note the Albert-King-inspired pre-bends in 7-9. The change to Dm has a modal quality, emphasized by the B-Dorian-mode note in the melody, which alludes to his modal jazz influences.

Like its predecessor, Katy Lied (’75) contained shorter, tighter arrangements with less jamming that led some to believe Becker/Fagen were going pop – they weren’t. The harmonic acumen, deeper lyrical imagery, adventurous rhythmic twists, particularly in “Your Gold Teeth II,” and overall craftsmanship indicated their fusion was simply undergoing refinement. Fagen likened their strategy to the changing personnel on certain classic jazz albums. In any case, Steely Dan had become a duo augmented by a constellation of studio specialists. They gained a reputation among session players as the dream call, underscored by the presence of Jeff Porcaro, Michael McDonald, Michael Omartian, Chuck Rainey, Victor Feldman, and Phil Woods. The guitar work was correspondingly exemplary with contributions by Derringer, Dias, Randall, Dean Parks, Hugh McCracken and Larry Carlton, and boasted two notable Becker solos on “Bad Sneakers” and “Black Friday,” the first single from Katy. The Royal Scam (’76) is seen as Steely Dan’s most guitar-centric album, owing largely to the prominence of Larry Carlton, who conducted the rhythm section and turned in landmark performances on “Kid Charlemagne,” “Don’t Take Me Alive,” “Everything You Did,” and the title track. Dias, Randall, and Parks were also recruited for key moments. Becker’s guitar work was confined to punctuating rhythm parts and exotic lead lines on “The Fez,” a twisted parody of the era’s disco sound that personified Steely Dan’s travelog concept of placing characters in exotic locations – an approach gleaned from Duke Ellington. With this album, Steely Dan expanded their studio strategies and began the practice of recording the same song with different players (and as many as seven rhythm sections) to capture the best take.

In terms of artistry, notoriety, and chart success, Aja (’77) represents the high-water mark for Steely Dan. Reaching #3 in the U.S. and #5 in the U.K., the album was distinguished by three notable singles (“Peg,” “Deacon Blues,” and “Josie”), a Grammy for Best Engineered Recording, and the participation of esteemed jazz musicians Wayne Shorter, Tom Scott, Victor Feldman, and Pete Christlieb. Guitarists included Carlton, Dias, Parks, Graydon, Khan, and Lee Ritenour, who supplied his phaser noodling to “Deacon Blues” for a period-correct L.A. touch in the coda.

“Black Friday” was part of Steely Dan’s (and Fagen’s) set for years. The opening track of Katy Lied, it’s a shuffling blues-dominated piece enlarged with interesting jazz chords. Note Becker’s opening line in this excerpt; rhythm is a governing factor in his playing and here he accentuates a hemiola (wide triplet) often found in his solos, with defining slides. His ascending triplet sequence in measures 2-3 is stylistic as is the dramatic gradual string-bend in 4. Notice his navigation of the changes in 6-10. Here, he finds a middle ground between pentatonic and diatonic melody, resorting to Em pentatonic over A-G6-F#7#9-G6-Eb7#9 chords and switching to a D Mixolydian modal sound over Dmaj9 and A/B. He closes with an offhand quote of Duke Ellington’s “Don’t Get Around Much Anymore” in 9-10.

The evolution of the Royal Scam guitar sound was manifested in Graydon’s idiosyncratic solo on “Peg,” the three-lead-guitar interplay on “Aja” by Carlton, Dias, and Becker (who supplies blues licks to the interlude between Dias’ solos), intertwined rhythm parts via Carlton and Parks on “Josie” and Becker solos on “Home At Last,” “I Got the News” and “Josie.” The perception that Steely Dan was a band again – albeit a large one with numerous key players they’d cultivated – holds up under scrutiny and was validated by the album’s overall cohesiveness. Fagen and Becker returned to New York after Aja and became involved in local music activities, championed Root Boy Slim, wrote a tune for Dr. Strut’s debut album, and planned a move to Warner Brothers.

Where Aja was a sprawling, quintessentially L.A. album, Gaucho (’80) was minimal and less complex, a decidedly NYC affair with emphasis on groove and atmosphere that still employed 40 studio players. It featured satellite guitarists Derringer, Khan, and McCracken, as well as newcomers Hiram Bullock and Mark Knopfler. Struck by a taxi as pedestrian, Becker suffered a shattered leg and was unavailable for much of the recording. He soloed on “Gaucho” and lent guitar parts to “Hey Nineteen” and “Time Out of Mind,” but much of his intended playing went to Khan. Though Carlton is listed, “Third World Man” was a reworked outtake (built around existing Carlton parts) from Aja sessions substituted for the accidentally erased “The Second Arrangement.” Gaucho was further delayed by other technical challenges, personal problems, and legal entanglements. It proved to be Steely Dan’s last studio opus, beginning a 20-year absence that closed the book on its golden years.

In June of ’81, the duo began pursuing solo careers. Becker moved to Maui, conquered substance abuse, and became an avocado farmer, record producer, and “self-styled critic.” He produced China Crisis, Fra Lippo Lippi, Michael Franks, Rickie Lee Jones, and Fagen’s Kamakiriad in ’93, on which he played all bass and lead-guitar parts. Their first collaboration since ’86, Kamakiriad precipitated a reunion tour and live album Alive in America, culled from ’93-94 concerts. In ’94, he released the aptly titled solo album Eleven Tracks of Whack, co-produced with Fagen. Steely Dan officially returned with Two Against Nature, recorded from ’97 to ’99 with guitar comrades Parks, McCracken, and future member Jon Herington. Becker handled guitar throughout and soloed on “Two Against Nature” and “West of Hollywood.” The album earned four Grammys, reached #6, and sold more than a million copies. But it also alienated the band with younger listeners, who favored Radiohead and Eminem over babyboomer “yacht rock.” The follow-up Everything Must Go employed fewer studio musicians and was their final album. Becker exerted a greater presence in the sessions, playing bass on every track and lead on five of nine songs. A high point was “Green Book,” which featured Becker and Fagen trading guitar/synth solos. In ’08, he recorded a second solo album, Circus Money. He died of esophageal cancer in 2017 and was honored by luminaries Rickie Lee Jones, Steve Lukather, Julian Lennon, and many others.

”Josie” was a highlight of the Aja sessions, and Becker’s solo does not disappoint. He cultivates a rhythmically guided approach and favors a blues/modal color in the funky blues-based groove. His trademark interval leaps, often delivered as syncopated two-note figures, are a recurring sub-theme of the solo, played prominently in measures 3-4, 7-8, 10-11 and 16-17; he stresses the jazzy F# note, which adds a sophisticated ninth to the pentatonic in 2, 14-15 then adds atypical string bends in 9 and 12, the latter having a slightly country inference.

INFLUENCES
Inspired by Charlie Parker, Becker studied saxophone before switching to guitar in ’66. He received lessons in blues guitar from neighbor Randy California (of Spirit) and also listened to ’60s pop and soul music. Other favorites included Duke Ellington, John Coltrane, Jimi Hendrix, Sonny Rollins, Thelonius Monk, Miles Davis, Bill Evans, Bobby “Blue” Bland, and Charles Mingus.

STYLE
Fagen first heard 17-year-old Becker practicing electric guitar in a local cafe and was struck by his professional, contemporary approach, adding it “sounded like a black person.”

“A lot of Steely Dan’s attitude was Walter’s,” Fagen said in Brian Sweet’s Steely Dan bio, Reelin’ in the Years. “His playing, stylistically, is best suited to what we were trying to do. He’s very inventive and his touch is fantastic; his solos were really my favorites, even though we were using the best players in the country.”

Becker’s reflection was, by contrast, dismissive.

“My guitar playing is to be used ‘as necessary,’ ‘taken as directed,’” he demurred. “If someone else can do it better, we get him first.”

Often, though, his deep connection with the musical intent necessitated participation. Fagen explained the intent: “Pop songs with a structure that’s interesting and can be developed… with more-interesting chords than most rock.”

Their take is further exemplified by songs with hooks that exploit jazz changes and an underlying R&B ethic. They gravitated to traditional song forms with bridges, reflecting years of listening to popular and jazz standards from the ’30s, ’40s and ’50s, and prized “freedom within structure.”

As half of the composing team, Becker’s guitar presence in a song was tied to its mood or theme, acting as a contrasting color or extension of the arrangement. His style was as inscrutable as Steely Dan itself and just as elusive, characterized by mercurial juxtaposing of edgy blues with funky rhythmic episodes, modal extensions, and bop-inspired chord outlining. It’s personified in “Pretzel Logic, “Black Friday” and “Josie,” where blues/rock guitar tinged with jazz references is subjected to more abstract intervallic decisions and jagged rhythmic delivery. Many solos functioned as parts of the arrangement wrapped around rhythmic figures, locking in with prominent accents and patterns as part of the melody line. In the blues vein, he applied familiar pentatonic phrases with idiomatic and atypical string bends interspersed with brief double-timed flurries laced with unpredictable chromaticism, modal extensions, and metric twists emphasizing hemiola and syncopation.

ESSENTIAL LISTENING
Citizen Steely Dan remains the definitive collection. Serious fans are further directed to Two Against Nature, Everything Must Go, and Alive in America. Becker’s two solo albums are also recommended.

ESSENTIAL VIEWING
Classic Albums: Aja offers an illuminating behind-the-scenes look at the creation of their masterwork.

SOUND
Becker owned a Les Paul early on and played a dot-neck ES-330 with a Bigsby. At Bard, he used a Telecaster. He later favored a ’54 Strat deified in “Things I Miss the Most,” and a Candy Apple rosewood-board Strat, but on Aja was pictured with a ’57 Fender Duo-Sonic. He also played custom guitars made by Chihoe Hahn, Ian Anderson, Steve Burns, and Roger Sadowsky, who in the ’90s created his signature model with Lollar P-90s. He also played Steve Grimes guitars including a blond archtop, koa chambered double-cut, and a half-sized model. His main basses were a ’58 Precision, a Bass VI, and a custom by Jim Crawford. Others included various Fender, Epiphone, Guild, RetroFret and PRS acoustics.

In the studio, he used a number of amps including a Fender Super-Reverb, Marshall, and Peavey heads, vintage Magnatone and Fender combos, and Dumbles. Onstage, he favored a custom 300-watt Adam Grimm Satellite head and Cuda models running KT66 tubes, along with a Suhr Badger 18, Bogner Ecstasy, Retro Channel RR1, and a 3 Monkeys Virgil. His ’90s stage rig was controlled by a Bradshaw system and contained rackmounted processors and Mesa-Boogie and Pearce preamps. He later built a pedalboard with ever-changing stompboxes including a Barber Tone Press compressor, Pigtronix Envelope Phaser, MXR Carbon Copy, Eventide Space (reverb), and a Lehie amp switcher.

Wolf Marshall is the founder and original editor-in-chief of GuitarOne magazine. A respected author and columnist, he has been influential in contemporary music education since the early 1980s. His books include 101 Must-Know Rock Licks, B.B. King: the Definitive Collection, and Best of Jazz Guitar, and a list credits can be found at wolfmarshall.com.

This article originally appeared in VG’s September 2021 issue. All copyrights are by the author and Vintage Guitar magazine. Unauthorized replication or use is strictly prohibited.