'An All-Around Musician': Steely Dan Guitarists Share Their Experiences of Working With Walter Becker
Earlier this month (Sept. 3), the unexpected passing of Steely Dan co-founder Walter Becker sent shock waves across the music world. That means it’s been a stretch of time spent by many fans revisiting some of their favorite Dan LPs, if only to marvel at Becker’s subtle, brilliant guitar work, both as a player and a composer.
One of the great legacies of Steely Dan exists in the band’s second guitarist seat, where some of the finest musicians in both jazz and rock have occupied between the years 1972 and the present day -- including Denny Dias, Jeff “Skunk” Baxter, Larry Carlton, Rick Derringer, Jay Graydon, Hugh McCracken, Hiram Bullock and Mark Knopfler to name just a few. And while many instruments played a role in the development of the SD sound, it was the guitar that helped the compositions of Becker and Fagen achieve the perfect tone for their crucial balance of sarcasm and sophistication, creating a pop style that’s often imitated but impossible to be duplicated.
Billboard had the opportunity to speak with four men who sat in that all-important chair of the Steely Dan ensemble. Those four are Elliott Randall, whose solo on “Reelin’ In The Years” helped cement the band’s place in AOR immortality; Dean Parks, whose fluid fretwork helped define the sound on such classic albums as Pretzel Logic, Katy Lied, The Royal Scam, Aja and Two Against Nature (not to mention Becker’s incredibly underrated 1994 solo debut 11 Tracks of Whack); jazz legend Lee Ritenour, who played rhythm guitar on the Aja favorite “Deacon Blues”; and Steve Khan, the ace fusion guitarist whose butter-smooth stringplay provided many of the great highlights of Gaucho.
The cause of Walter Becker's death remains undisclosed at press time. But regardless of the why behind his passing, such knowledge doesn’t cloak the heaviness in the hearts of family, friends, collaborators and fans coming to grips with a world without this most treasured American pop/rock composer. But let this conversation with four of his collaborators stand as a testament to the profound impact Becker had on the art of how the guitar is utilized in jazz, rock, pop, funk and just about everything in between.
How did you come into the Steely Dan gig?
Elliott Randall: Donald, Walter and I were friends and bandmates long before the Steely Dan identity emerged. We played as part of the backup band for Jay & The Americans. In 1972 we were all in L.A. as the first album was being recorded. I played the solos on "Reelin'" and "Kings," and acoustic guitar for "Brooklyn" on that record. The boys asked me to join the band, but I politely declined, offering to play on their records and do the odd live show.
Steve Khan: I was recommended to Donald, Walter and Gary Katz by engineer Elliot Scheiner. I knew from Don Grolnick, as he had played on The Royal Scam, that he found the songs to be really interesting, and very different from your average pop, progressive rock or R&B group. Also, I would hasten to add that, I never felt like I had a "gig" with them. I never played live anywhere with them. I never felt like I was "in the band." After a time, I was happy when they called me for the Gaucho sessions, and when I did some things for Donald thereafter. I did love the songs that I played on, even the ones that I got erased from -- you feel very much attached to those songs, and try to do your best.
Lee Ritenour: It’s quite funny -- they used to call me often, but they’d always do so at the last minute. Quincy Jones was like that, too. Quincy would call me the day of or the day before like, ‘What are you doing, Ritenour?’ I’d do sessions with him at midnight. Steely Dan would also wait until the last minute to reach out, but I was never able to do it, unfortunately. But one of the few times I was available was when they were working on Aja, and “Deacon Blues” in particular. I remember doing one other session with them, but that track never wound up going anywhere.
<iframe width="560" height="315" src="https://www.youtube.com/embed/jamkS4qoXK8" frameborder="0" allowfullscreen></iframe>
Dean Parks: I had done a lot of sessions with Michael Omartian, both as a player, and when he was arranging as well. He did the rhythm arrangements on the Pretzel Logic album, and he called me for that.
What were your first impressions of the music?
Elliott Randall: I loved it from the very beginning. A year or two before their ABC-Dunhill deal was inked, I spent many nights in the studio with Don and Walter, recording demos of their material, produced by Kenny Vance.
Dean Parks: I had heard their hits from the first two albums and liked them a lot. Pretzel Logic seemed different though. The music was unpredictable, which is good.
Lee Ritenour: I always loved them, even their earlier stuff. But then as they got more sophisticated, especially Donald’s solo records, it’s just so great to listen to as albums. I used to make a joke that it was far more pleasurable hearing a Steely Dan record than working on one!
Steve Khan: I knew nothing about Steely Dan before recording with them on Aja. I owned none of their albums, and I only knew "Do It Again" and "Reelin' in the Years" from the radio.
What are your thoughts of Walter as a guitarist? Was he more a musician or a composer in your mind?
Elliott Randall: Walter was an all-around musician, with an incredible library of music -- and literature -- in his head. He appreciated myriad styles, and those influences are pretty apparent in his compositions.
Steve Khan: It's really hard for me to answer that question, because I never really worked with him as a guitarist -- I often just thought of him as a "co-producer" on the two Steely Dan albums that I played on. I never saw him play a note. He certainly had a most acerbic wit -- that's for sure!
At one point, after I felt more comfortable working with Donald and Gary -- Walter, by that time, was out of the picture -- I remember sitting with Donald in a brief moment of quiet and not too much stress, and I asked him, "What is it exactly that Walter does?" And I recall Donald saying to me, "He finishes the things that I can't seem to finish! It could be a line in a song. It could be a missing chord somewhere!" I'm not sure that I understood all that meant at the time, but, I think that I get it now.
Lee Ritenour: Both of them had amazing arranging abilities. Donald would use the keyboard and Walter would use the guitar sounds to orchestrate those records. And whoever was supporting them had a role to play. Donald did the same thing with Victor Feldman. Donald had all the cool chord changes that they wrote these songs with, but then it took somebody like Victor to color it like a real pianist, and flesh the melodies out.
Same with Walter; he had an idea and the parts and the style, and he would always use guys like me and Larry Carlton and Jay Graydon and Dean Parks to flesh them out a little more. Steely Dan would be on a mission looking for the right sound, the right part. Even that little rhythm guitar part I do on “Deacon Blues," they would spend a long time making sure it was exactly right. David Foster always used to joke, “You never know you made the cut until the record was released.” [Laughs.]
But the synergy between the two of them was just magical. Is anybody going to sit down and say Walter Becker was the greatest guitarist in the world? Probably not. But he had an amazing, unique style in the way he played.
Dean Parks: I never played with Walter in the Pretzel Logic thru Aja days. He and Donald would hire a full rhythm section (guitar, bass, drums, keyboard), and they would stay in the booth and produce. So in those days, he was a producer and songwriter to me.
Walter was big on both jazz and reggae. How did that fit into his direction for your input?
Elliott Randall: Ha! An old anecdotal truth: Whenever I was plugged in and ready to start recording a solo, Walter (and sometimes Donald) would saunter over to me and whisper "Play the blues, Elliott. Just play the blues".
Lee Ritenour: It was just an incredibly fertile time when Becker and Fagen were in California. And Los Angeles had its own particular little playground of great stuff happening. Walter and Donald would come out to the Baked Potato on Monday nights to see Larry Carlton and me play on Tuesday nights. Joe Sample and David Foster, too. Both of them, but for sure Walter, would get out and hear live music a lot. And he loved guitar players.
Steve Khan: Honestly, I don't know that I played on enough tunes to have had a clear vision about those two things. However, the music that I was handed was always a keyboard lead sheet or keyboard part, mostly whole note and half-note chords, big beautiful ones, and some key figures here and there. The keyboard part gave me a clear sense of what might work, and in what register to play it. Often times, Donald and Walter said next to nothing to me. They were always completely consumed with getting a usable drum track, and perhaps a bass track. I always felt that the rest of us were expendable or replaceable.
Because of the very intelligent voice-leading of the chords, the jazz influence to me, and other players, was obvious -- and it was a pleasure to play the songs that were like that, especially when the parts were being interpreted by Don Grolnick or Rob Mounsey. Though there might have been some small reggae influence on a tune or two, mostly I saw the rhythmic component of their music as having deep roots in R&B and soul music, and I have always felt close to those genres too.
Dean Parks: They had a jazz vocabulary, but were making rock records out of the songs they'd written. Regarding reggae, there was only one of those I can recall, "Haitian Divorce" [from The Royal Scam]. Later on, when Walter started doing some writing for his own records, there was more reggae. I think he liked that environment as a setting for the humor.
What is your favorite solo on a Steely Dan song?
Elliott Randall: There are so many great ones, by so many wonderful guitarists. I have many favorites, including “Do It Again," “Chain Lightning," “Kid Charlemagne," and I really love the interplay that I had with pianist Paul Griffin on “Sign in Stranger." And there are so many more!
Steve Khan: Perhaps my answer is going to be a bit off the beaten path, but, in all honesty, I think that the work that Larry Carlton did on Donald's The Nightfly is really spectacular. It's a wonderful mixture of blues with a jazz sensibility. And, when all is said and done, I believe that that is exactly what Donald and Walter always sought and desired from their guitarists. But, if things went more in a blues direction, they would be happy with that too.
I especially like what Larry played on "The Goodbye Look" and "New Frontier." If pressed to pick one solo from an "actual" Steely Dan album, I would say Larry's solo on "Third World Man" is pretty damn incredible, even though it sounds like two takes melded together, a bit by accident or studio magic.
Dean Parks: I guess “Haitian Divorce”. That solo overdub session seemed to flow with complete ease. They knew they wanted it to be through the talk-box. Walter gave me the option of doing it that way live, of recording my solo first, and having him do the talk-box part later. I chose option two. So really, it's a shared solo.
<iframe width="560" height="315" src="https://www.youtube.com/embed/iWYchJI0Cv8" frameborder="0" allowfullscreen></iframe>
Lee Ritenour: Larry Carlton’s solo on “Kid Charlemagne” from The Royal Scam is outstanding. “Peg” is also great, Jay Graydon’s solo. I think Jay and Larry’s guitar work represents the best of those two worlds of Steely Dan. Remember Walter put himself out there, too, especially on the earlier stuff, which was much rawer. But you mention any of the guitarists who played in Steely Dan, and you’ll find great stuff.
What is your favorite Walter lick?
Elliott Randall: For me, Walter's performances on "Black Friday” -- the rhythm and solos -- epitomize the man I knew and enjoyed so much in our relative youth.
Steve Khan: Perhaps, the fade of "Home at Last." I also like, for some reason, the last two notes [the G# to E] of his solo on "I Got the News."
Dean Parks: My favorite Walter guitar playing was when the two of us would sit together for hours and jam on jazz standards, in the early '90s. Otherwise, when I later saw individual song player credits on Dan compilation records, I realized he had overdubbed bass on many of them. His bass playing was excellent.
Lee Ritenour: Now that’s an impossible question, man! [Laughs.] I’d either have to play it or sing it for you. But Walter had his own distinct style, and I’m sorry he checked out so early.