Full Circle

Aloha Walter and Donald: Piercing the Veil Through the Zen of Steely Dan

Walter Becker and Donald Fagen, circa 1978. Photo by Anton Corbijn.

The road-weary Steely Dan, circa 1973: Denny Dias, Walter Becker, Donald Fagen,
Jeff “Skunk” Baxter, Jim Hodder.

Two Against Nature: Fagen and Becker in 2000.

Crassness is contagious. Fortunately, so is intelligence—which is why listening to Steely Dan is good for you…if you don’t find 80 percent of Gaucho to be hilarious, don’t vex yourself with The Larry Sanders Show.Ian MacDonald, The People’s Music

Crack the code, solve the crime.Special Agent Dale Cooper, Twin Peaks

As comedian Martin Mull so famously proclaimed back in the 1970s, “writing about music is like dancing about architecture,” which rightfully calls into question the absurd exercise of attempting to verbalize the emotional impact of organized sounds and silence upon the psyche. The power of music is perhaps humanity’s grandest illusion—you can’t see it or taste it or touch it, as it percolates the air, decorating space/time in a mystical fashion. And yet, we continuously make glorious and clumsy stabs at articulating why a particular artist or a piece of music affects our hearts and minds just so. You see it every day on social media, in print, at the cinema, and on the boob tube. We’re hyper-stimulated animals, resulting in a stressed out collective consciousness that seeks to project meaning upon constructs that are likely to be devoid of any: sitcoms and CNN spring to mind.

But as we sharpen our wits and wrestle with our destinies, the soundtrack that we foist upon this peculiar existence continues to have significance. Why? Because you are the master that makes the grass green, that’s why. Life can be full of wonder and awe-inspiring, if you’re capable of imagining a world beyond self-imposed, straight-jacket limitations. And that, my friends, in spite of all the over-whelming oddities, is exactly what the music of Steely Dan has inspired over the last four-plus decades: a worldview shimmering with promise and deliverance—for myself, as well as a multitude of fellow deviants, who are unable (or unwilling) to accept mediocrity as a cause célèbre.

If every story has a beginning, middle, and ending (not necessarily in that order), the Steely Dan saga reached a tragic dénouement of sorts this past month when on September 3, 2017, one of the most acute and original voices in the pantheon of popular music passed over to the ethereal realm. And, of course, I’m talking about Walter Becker, who together with his partner and creative foil Donald Fagen, constitute the incomparable Steely Dan—the musical vehicle that the songwriting duo utilized to bring their singularly sardonic and supremely melodic creations to the world at large. Becker was 67 years old; his cause of death remains undisclosed.

The compositions and recordings of Becker and Fagen remain the creative benchmark of what can be achieved in the frequently shallow backwaters of popular music. You could also say they are one of the more polarizing musical phenoms of the twentieth century—passionate music fans either embrace their every move due to their bold, intelligent originality, or diss them with accusations of sounding “sterile,” “lyrically obscure,” or employing too much jazz structure and harmony in a meat-and-potatoes, I-IV-V Neanderthal world. As Fagen writes in his 2013 book Eminent Hipsters: “Like most of the finer things in life, jazz is an acquired taste.” And so it is with the sublime perfection of Steely Dan.

When Becker and Fagen exploded upon the music scene in the fall of 1972 with their debut LP Can’t Buy a Thrill, boasting two hit singles (“Do It Again” at #6 and “Reelin’ In the Years” at #11), it was the culmination of five years of hard work paying dues while refining their craft. When independent record producer Gary Katz (née Kannon) landed a job in Los Angeles as staff producer at ABC/Dunhill Records, he convinced president Jay Lasker into putting the twosome on the payroll as songwriters, ostensibly to provide material for artists on the label’s roster, such as Three Dog Night, the Grass Roots, Tommy Roe, and Denny Doherty of the Mamas and the Papas. And though they did place a few numbers with the likes of Thomas Jefferson Kaye (“Jones,” “American Lovers”), Navasoto (“Canyon Ladies”), and John Kay of Steppenwolf (“Giles of the River”)—not to mention Barbra Streisand (“I Mean to Shine”)—Becker and Fagen’s songs were really too personal and idiosyncratic to be recorded by anyone other than themselves, and it was inevitable that they would form their own group. “We realized even before we were doing it that we would have to do these songs ourselves,” Becker told Mojo in 1995. “We could see that nobody was going to come along and pick up on them because they were too odd, too out of context for the day. On the one hand, they expressed an odd sensibility lyrically, and in their overall musical thing—and they were so musically unusual that even people who later wanted to record some of our songs had a hard time, because the jazz elements or other harmonic elements were hard to pull off.”

“They have to be performed with a certain attitude,” adds Fagen, “and we couldn’t find the right singer when we started. I became the singer by default because I was the only one with the right attitude, essentially, even though I didn’t consider myself a singer at the time.”

Becker (b. 02.20.50 in Queens, NY) and Fagen (b. 01.10.48 in Passaic, NJ) met at Bard College, a “progressive” school in upstate New York. As Fagen recounts in “Class of ’69” from Eminent Hipsters: “One afternoon in 1967, I walked over to the Red Balloon, a crummy little shack in the woods that served as an on-campus music club. As I approached, I could hear someone playing some electric blues guitar inside, just messing around. But this wasn’t the trebly, surfadelic, white-guy sound I was used to hearing from other student guitarists. This fellow had an authentic blues touch and feel, and a convincing vibrato. His amp was tweaked to produce a fat, mellow sound, and turned up loud enough to generate a healthy Albert King-like sustain. Inside, playing a cranberry red Epiphone guitar was a severe-looking bespeckled kid who would turn out to be my partner and bandmate for the next 40 years.

“We started writing music and lyrics together, mostly on an upright piano in a small sitting room in the lobby of Ward Manor. One of us would come up with some clowny idea and we’d bounce it around until we so convulsed with laughter that we’d have to quit. For whatever reason, the combination of the funky grooves, the jazz chords and the sensibility of the lyrics, which seemed to fall somewhere between Tom Lehrer and [Nabokov’s] Pale Fire, really cracked us up. Of course, at that point, what we were doing was pretty crude compared to some of our later efforts, but it was never less than fun.”

By 1968, Becker had dropped out of Bard and the two of them shared an apartment in Brooklyn, as Fagen finished off his senior thesis in English Literature. The fledgling songwriters began their “two-pronged attack on the music business,” soliciting various publishers in the Brill Building to buy their material. For better or worse, they caught the ear of Kenny Vance from the cabaret-act-from-hell, Jay and the Americans, who signed them to a publishing deal and hired them as backup musicians—with Becker employing the pseudonym of Gustav Mahler and Fagen becoming Tristan Fabriani (Fabriani would resurface a couple of years later to pen the liner notes to Can’t Buy a Thrill). In a 1977 radio interview on KPFK in Los Angeles, the wise-cracking duo described their tenure as young Americans.

Richard Cromelin: How long did you play with Jay?
Becker: As long as we had to.
Cromelin: Did you ever do any records with him, or was it just touring?
Becker: Yes, we did one record with them. We recorded a record of theirs called “Capture the Moment.” That was banned in Washington, D.C., which ended its meteoric rise to hitdom. It had a line in it that went: “Capture the moment, the joyful explosion that we’ve just shared.” Anyway, it was a dirty song in three-quarter time—it should have been banned.
Cromelin: What was life on the road with Jay and the Americans like?
Fagen: We were well protected.
Cromelin: By? From?
Becker: From other human beings primarily.
Fagen: There were these large Sicilians that used to follow us around and make sure everything was going smoothly.
Becker: Jay had a more-than-adequate following in the organized crime society.
Fagen: You looking for a beating fella, huh?
Cromelin: You played bass and piano respectively?
Becker: Well, you’re looking at us the wrong way for respectively, but yes.
Fagen: Respectfully.
Becker: I played disrespectfully, I don’t know how you were playing.
Cromelin: Jay Black is the guy who dubbed you the Manson and Starkweather of rock ‘n’ roll, right?
Becker: He did used to call us that, yeah.
Harvey Kubernik: What kind of wages were you earning during that stint?
Fagen: The wages of fear, my friend.
Becker: At one point we were earning $100 a show. And then what happened was a person who I fear to defame publicly took over the managership of Jay and the Americans. He was also Sly Stone’s manager, I believe, at that time.
Fagen: Gimme a receipt.
Becker: He was known as “Gimme a receipt” and he cut our wages in half—the whole rhythm section—and so then we earned 50 dollars a show or 200 dollars a weekend, whichever was more.
Cromelin: So how long did you go through this?
Becker: About a year and a half.
Fagen: It didn’t take long to go through the 50 dollars.
Becker: The 50 dollars I went through in perfunctory manner.

It was through Vance that the songwriters began “cross-collateralizing their compositions to a fare-thee-well,” recording demos and signing away the rights to their earliest songs. Approximately 35 titles were recorded between 1968 and ‘71, with most of them finding their way onto the marketplace during the ‘80s on compilations such as The Early Years, Berry Town, Sun Mountain, and Becker & Fagen/The Collection—released through fly-by-night European labels eager to cash in on the continuous demand for Steely Dan product. Whatever embarrassment these tracks may have caused Becker and Fagen, they are a fascinating glimpse into their evolution, and they remain invaluable artifacts. Tunes such as “Android Warehouse” (inspired by Phillip K. Dick’s Do Androids Dream of Electric Sheep), “Roaring of the Lamb,” “Yellow Peril,” and “Old Regime” display a science-fiction sensibility laced with a socio-political slant that is “doggedly surreal.” There’s also the first lyrical reference to “Steely Dan,” the fictionalized dildo of William Burrough’s Naked Lunch, which crops up in the sexually dubious narrative of “Soul Ram.” As weirdly captivating as these nascent efforts are, they were clearly tap-dancing way beyond the confines of AM radio programming.

The last project that Becker and Fagen worked on with Vance before decamping to Los Angeles was providing the soundtrack to the low-budget, underground debacle You Gotta Walk It Like You Talk It or You’ll Lose That Beat. Although Becker and Fagen did the project strictly for the filthy lucre (allegedly at $250 per song), the LP has some fine moments, including “Roll Back the Meaning,” “Dog Eat Dog,” and the goofy title track. The project sank without a trace in 1971, but the music found a new audience when it was re-released after the quintuple-platinum success of 1977’s ubiquitous Aja (which, incidentally, celebrates it’s 40th anniversary this month).

What is most significant about You Gotta Walk It Like You Talk It, however, was the arrival of guitarist Denny Dias, who came to the attention of Becker and Fagen after he placed an ad in the Village Voice soliciting a keyboardist and bass player with the twin caveats of: “No assholes need apply,” and that they “must have jazz chops.”


In 1998, when MCA Records re-released the first seven Steely Dan LPs on remastered compact disc, the most valuable aspect of the project, in terms of insight, was the hilarious liner notes that Becker and Fagen composed for the occasion, giving them a fresh opportunity to display their urbane wit, as well as set the record (somewhat) straight regarding their muddled history of hiring studio musicians according to their creative whims.

The original members of the band were Donald Fagen and Walter Becker. Realizing that this ensemble was a bit thin, it was decided to import to Los Angeles a few musicians of our acquaintance. Our producer Gary Katz suggested Jeff ‘Skunk’ Baxter, whom we had actually met and played with back in New York, and Jim Hodder, whom we had not met but only seen at a recording session, through the glass, darkly. Jeff’s credentials included a brief stint with a Boston band called ‘Ultimate Spinach,’ although, to his credit, he was not an original member of that outfit. Hodder hailed from Long Island and he was a surviving member of a Katz-produced band called ‘The Bead Game,’ named for the illustrious but unreadable Hesse novel. Once these two potent talents had been added to the mix, the ensemble was still found to be wanting in several areas. So the call went out to Hicksville, Long Island, and jazz guitarist Denny Dias was brought into the picture. Hicksville’s loss was Steely Dan’s gain, and for the next several months we thought we had everything we needed.”

When it was discovered that ABC/Dunhill expected Steely Dan to tour in promotion of Can’t Buy a Thrill, a sixth member, vocalist David Palmer, was installed to alleviate Fagen’s anxiety of singing before a live audience. The arrangement worked for a season, until it was decided that Palmer’s performance style was at odds with the group’s ethos, and Fagen finally relented that he was the vocalist with the proper ‘tude to pull off their material. When Becker was asked why he didn’t sing more during the ‘70s, he replied that he could either be a singer or a smoker, and that smoking was the priority.

Sans Palmer, the road-hardened quintet recorded their sophomore LP Countdown to Ecstasy in 1973, and in commercial Top 40 terms was deemed a flop, regardless of the fact that the previous year of live performances had turned them into a telepathic outfit of extreme empathy. Fagen: “That was the only album where the songs were developed on the road, in rehearsal, and onstage. We were playing them before the album was recorded, so it had a more live, blowing feel about it.” One need only unearth one of the bootlegs from this era, such as their performance from the long-defunct JJ’s nightclub in San Diego [03.23.74], to understand how dynamic they sounded in person.

But by 1974’s Pretzel Logic, containing the #4 smash “Rikki Don’t Lose That Number,” the group was already mutating into a studio-only concept—a workshop situation where it was considered optimal by Becker and Fagen to utilize whichever musician’s style was most appropriate for a particular tune, regardless if they were an official member of the band or not. Which is why you had Elliot Randall playing lead guitar on “Reelin’ In the Years” and Rick Derringer playing slide guitar on “Show Biz Kids” and Michael Omartian playing piano on “Rikki” and drummer Jim Gordon laying down the impeccable groove on the entire Pretzel Logic LP. And while we’re on the subject, that instrument you hear at the beginning of “Rikki Don’t Lose That Number” is jazz-ace Victor Feldman playing a flapamba.

Fagen: “Of course, the Beatles had not long before set the example of concentrating on records and not touring, and we were arrogant enough to follow their example.”

By 1975’s Katy Lied, the reality of Steely Dan is that it had become a four-way collaboration between Becker, Fagen, producer Gary Katz, and engineer Roger (The Immortal) Nichols (that is Nichols’ disembodied hand that you see upon the console on the back of the Countdown to Ecstasy album)—along with the countless contributions of the finest studio musicians money could buy in Los Angeles and Manhattan. It was, indeed, an era of “monstrously swollen recording budgets.” But Becker and Fagen’s unique synthesis of pathos and existential beauty is never more potent than on Katy Lied (my personal fave), and it served to introduce the gargantuan talents of 21-year-old drummer Jeff Porcaro and singer/keyboardist Michael McDonald. If Neil Young is a photographer who primarily records snapshots of a moment in time, Steely Dan is the ultimate audio equivalent of the Old Masters, with a perverse bent toward the Paris Surrealists. In their neurotic obsession in pursuit of perfection, Steely Dan uses the studio as a canvas the way Picasso created Guernica—epic and larger than life, with the promise of redemption at its decadent heart, despite the fact that the narrative may be couched in poetic parables that aren’t easy to decipher. Becker: “The lyrics are not cryptic to us. We know what we had in mind when we wrote them—in other words they may be open to various interpretations. I don’t like lyrics that are overly simplistic, because they really don’t make you think twice. And I would like to take this opportunity to dispel any rumor that Don and I ever use ‘code.’ We use the English language as we understand it.”

Take the lyrics to “Pretzel Logic,” for example. Fagen: “When it says ‘I stepped up on the platform / The man gave me the news’ we conceived the platform as a teleportation platform. And there are other key lines like: ‘I have never met Napoleon but I plan to find the time.’ What we’re actually saying is I plan to find the time in which he lived.”

Stanley Kubrick asked Playboy magazine in 1968: “How much would we appreciate La Gioconda today if Leonardo had written at the bottom of the canvas: ‘This lady is smiling slightly because she has rotten teeth’—or ‘because she’s hiding a secret from her lover’? It would shut off the viewer’s appreciation and shackle him to a reality other than his own.” In Steely Dan Confessions, the 2003 promotional video that accompanies their final album Everything Must Go, Walter and Donald are asked, “What is the album about?” As Becker attempts to respond, Fagen cuts him off: “We can’t answer these questions! Here’s the problem: the whole point of making records, and especially records that have no visual information to go along with them—no video or anything like that—is that people can use their imaginations when they listen to it, and they can interpret it however they want. If we start dishing out the interpretation or meanings for people, then the whole reason for it existing is…” And Becker completes his thought by exclaiming, “That’s fascism!”


If there is one LP that rocks harder than any other in the Steely Dan catalog, it is 1976’s The Royal Scam, thanks to the searing, soaring fretwork of Larry Carlton and the time-bomb precision of drummer Bernard “Pretty” Purdie. There is an unequaled flair for high-drama among these desperate characters, with marital breakdowns (“Everything You Did,” “Haitian Divorce”) rubbing shoulders with an Owsley-like character (“Kid Charlemagne”), and a Dog Day Afternoon scenario (“Don’t Take Me Alive”) sharing space with the menacing Mizar Five in “Sign In Stranger.” Despite the further inability to crack the Top 40, it’s another creative bullseye that splits the quiver of the previous four arrows.

But in terms of commercial and artistic success, all of that would change with the release of their sixth LP. Aja sported three Top 30 singles (“Peg” at #11, “Deacon Blues” at #19, and “Josie” at #26), concurrent with the title track to the charming-if-slight 1978 film FM (#22). Nothing in the annals of popular music can match the unparalleled beauty of Aja. At the height of punk rock, this is one of the most subversive LPs to ever be recorded, due to its jaundiced POV and its ability to juxtapose such amazingly world-weary lyrical concerns with a lush, sonic sheen of complex, multi-layered chordal voicings that makes Steely Dan the ultimate conciliation of opposites, and Becker and Fagen the ultimate compliments to one another. One need only listen to their subsequent solo projects in comparison to understand the unique X-factor that occurs when the two of them work together—synthesis as alchemy.

Becker: We’re thinking about writing a movie.
Sylvie Simmons: How near to reality is that?
Becker: Very far. It’s just…
Fagen: Just a gleam in Irving Azoff’s eyes.
Becker: It’s the potential ringing of cash registers in our manager’s mind. Irving’s been encouraging us. He keeps telling us, “Hey, if you guys can write these songs, you can write movies, it’s the same thing. You just fill out a couple of hundred pages with the same story on it.” We’re pretty bookish guys.
Fagen: In our profession, we’re as bookish as I’ve met. But I think that’s more a reflection on what everyone else is doing. I think people should be asking themselves why they’re so goddamn illiterate.

By the end of the ’70s, it was clear that the duo’s “stay-at-home, studio mole” orientation that had served them so well was beginning to show signs of battle fatigue. When Gaucho was released in November of 1980, Becker had fully embraced the lifestyle of the drug-addled protagonist in “Time Out of Mind.” After getting run down by a taxi with compound fractures to his tibia, he was subsequently forced to deal with the emotional and legal fallout of a wrongful death suit for $17.5 million from the mother of Karen Stanley—Becker’s long-term girlfriend who perished from a drug overdose in their NYC apartment. (Stanley is credited as “Nurse” on The Royal Scam LP, “Covert Operations” on Aja, and “Production Coordination & Lifesaver” on Greatest Hits. The suit was later settled out of court in Becker’s favor.) On the other side of the teeter-totter, Fagen was in danger of losing his sanity in his quest to remove every blemish and anomaly from their musical statements—“Babylon Sisters” being allegedly remixed over 250 times. Living hard had indeed taken its toll, and it was time to step back, reflect, and reassess. Which is essentially what the two of them did for the duration of the next decade until they reunited at the beginning of the ‘90s and resumed their partnership through a series of recording projects and concert tours.


The accolades and tributes keep pouring in regarding Becker’s contributions to popular culture, and as Fagen wrote on the day of his passing “Walter had a very rough childhood—I’ll spare you the details. Luckily, he was smart as a whip, an excellent guitarist, and a great songwriter. He was cynical about human nature, including his own, and hysterically funny. Like a lot of kids from fractured families, he had the knack of creative mimicry, reading people’s hidden psychology and transforming what he saw into bubbly, incisive art.”

Becker grew up in Queens, New York, and part of the “rough childhood” that Fagen refers to was the abandonment by his mother at an early age when she divorced his father and returned to her native Britain—with Becker left to be raised by his grandmother and father, who sold paper-cutting machinery. He graduated in the class of ’67 from Stuyvesant High School in Manhattan, and after starting out on saxophone, switched to guitar after receiving lessons rooted in blues theory from his neighbor Randy California (nee Wolfe) of the group Spirit (who, coincidentally, shares the same birthday).

After Fagen delivered his first solo LP The Nightfly to Warner Bros. in 1982, he spent the remainder of the ‘80s sorting out his own psychological issues, while writing a column for Premiere magazine on film music and contributing the odd song to the occasional soundtrack (Heavy Metal, The King of Comedy, Bright Lights, Big City). Becker relocated to Hawaii and reinvented himself with a healthier lifestyle, married a yoga instructor, had a son, adopted a daughter, and produced albums out of his Maui home studio for the likes of China Crisis and the Windham Hill label. When Fagen put together the New York Rock and Soul Revue at the beginning of the ‘90s, Becker got involved, and soon they were producing each other’s solo projects: Fagen’s Kamakiriad and Becker’s 11 Tracks of Whack. A full-fledged Steely Dan reunion resulted in a 1995 live LP Alive in America, 2000’s Two Against Nature (which earned four Grammy awards, including Album of the Year), and their final collaboration Everything Must Go. Fagen has recorded two other solo LPs: 2006’s Morph the Cat and 2012’s Sunken Condos. Becker recorded a second solo LP in 2008, Circus Money, in tandem with Larry Klein (ex-Joni Mitchell) that independently demonstrates how important Becker is to the overall architecture of Steely Dan.


I have three short anecdotes regarding Steely Dan and Walter Becker…but they’re still being tweezed. Please come back in to the Troubadour website in a day or two…

Walter Becker is a special artist, and the work that he produced with and without Donald Fagen is truly for the ages. And as absurd as it remains to attempt a linguistic interpretation of his work, those who are familiar with the music of Steely Dan will nod their heads in understanding that a creative force like this only comes along once in a generation. I might have missed out on bearing witness to Charlie Parker, and I might have missed out on the Beatles, but I am blessed to be able to say that I came of age in the era of Steely Dan—and for that fact alone I consider myself a lucky so-and-so. See you on the other side Mr. Becker—and thanks a million.

Much appreciation to the official Steely Dan website, Walter and Donald’s individual websites, The Steely Dan Reader, and Brian Sweet and Pete Fogel—publishers of the invaluable, but long-defunct, Steely Dan fanzine Metal Leg.

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