How Steely Dan Went Through Seven Guitarists and Dozens of Hours of Tape to Get the Perfect Guitar Solo on “Peg”

It’s easy to call the music of Steely Dan cyn­i­cal ersatz: slick, clin­i­cal jazz-rock, with nary a hair out of place on any of their nine stu­dio albums; soul­less soul music beloved by pre­ten­tious jerks like the duo in Nick Kroll and John Mulaney’s satir­i­cal Broad­way show Oh, Hel­lo, a com­ic play fea­tur­ing two sleazy 70-some­thing Upper West Side bachelors—failed artists, casu­al racists, long­time ben­e­fi­cia­ries of a rent-con­trolled apart­ment, and the two biggest Steely Dan fans you’ll ever meet. But theirs is a pure­ly affec­tion­ate homage.

“There hasn’t been any good music since Steely Dan,” Mulany half-joked in a recent inter­view. “The best music is pre­cise rock-pop-jazz in a stu­dio, on a mul­ti­track.” Every take that calls Steely Dan cal­cu­lat­ing hip­ster pre­tenders and stu­dio per­fec­tion­ists isn’t wrong, exact­ly, it’s only that the band already antic­i­pat­ed and sur­passed it by couch­ing know­ing inau­then­tic­i­ty and sub­ver­sion in the most fine­ly-craft­ed pop ever cre­at­ed. It’s hard­ly an exag­ger­a­tion to say that noth­ing in pop­u­lar music has lived up to their mas­ter­piece, Aja, so arch and shiny that it’s “also kind of punk,” argues Vari­ety’s Chris Mor­ris.

Gui­tarist Wal­ter Beck­er, “the Lar­ry David of Steely Dan,” approached every­thing with irrev­er­ence except the music, writes L.A. Times pop crit­ic Mikael Wood. The same could be said of his band­mate, singer and key­board play­er Don­ald Fagen. If you think you don’t know Steely Dan, you do, from the hun­dreds of songs that have sam­pled and copied them, most nick­ing beats and hooks from Aja. One of those most-sam­pled songs, “Peg,” also serves as a mini-les­son on the duo’s exact­ing work eth­ic and metic­u­lous com­po­si­tion­al meth­ods. (See Fagen explain and demon­strate the song’s com­plex chord voic­ings below.)

In a com­mem­o­ra­tion of Aja’s for­ti­eth anniver­sary last year, Newseek’s Zach Schon­feld described Beck­er and Fagen’s “odd, neu­rot­ic approach” to record­ing “that turned the cre­ative pair into musi­cal auteurs of sorts, but made fin­ish­ing a record near­ly impos­si­ble.” As you’ll hear musi­cians like drum­mer Rick Marot­ta explain in the “Peg” mak­ing-of video at the top, the duo would bring in a crew of top-notch play­ers for a ses­sion, then scrap every per­for­mance and bring an entire­ly new band in the next day, unhap­py with vir­tu­al­ly every take. “Every track, every over­dub,” says engi­neer Elliot Schein­er, “had to be the per­fect over­dub. They didn’t set­tle for any­thing. They were always look­ing for the per­fect.”

The almost unlim­it­ed pow­er grant­ed them by “guar­an­teed sales” may have been a “license for abuse,” as “Peg” rhythm gui­tarist Steve Kahn tells Schon­field, but it also meant they nev­er had to grudg­ing­ly set­tle for “good enough.” They act­ed as cura­tors for the best musi­cians in the busi­ness, fig­ur­ing out whose dis­tinc­tive style best fit which song, a process that involved a lot of tri­al and error. The approach is most evi­dent in the leg­endary sto­ry of “Peg”’s gui­tar solo, per­formed on the record by ses­sion play­er Jay Gray­don, who made the cut after sev­en pre­vi­ous gui­tarists, includ­ing Robben Ford and Beck­er him­self record­ed hours and hours of tape.

“I’m sure that each of us walked away feel­ing real­ly good about it,” remem­bers gui­tarist Elliot Ran­dall, who had played the solo on “Reel­in’ in the Years.” But each time, Fagen and Beck­er knew it wasn’t right. “We felt sil­ly spend­ing all this mon­ey for this one brief blues solo,” Fagen says. When they final­ly recruit­ed Gray­don, he was ecsta­t­ic, as he relates in the inter­view above. “Every stu­dio gui­tar play­er want­ed to be on a Steely Dan record,” he says. Final­ly, it was a match:

For about an hour and a half, I’m play­ing my hip, melod­ic kind of jazz style. Then Don­ald says to me, “Naw, man. Try to play the blues.” I’m think­ing, if I got­ta play blues in this solo, I can’t use a B‑flat. Because B is in that chord. I can’t use an F unless it’s run­ning through the chord… So I can make it be a believ­able sev­enth chord by using the sev­enth in part of the line. I play bluesy for a while. I get melod­ic for a while. I get bluesy again. Then I get melod­ic and bluesy.

The brief solo suits the song per­fect­ly, though we might say the same if they’d cho­sen one of hun­dreds of oth­er takes. We’ll nev­er know, though we do hear a few failed con­tenders at the top, and they’re all clear­ly infe­ri­or. After four or five hours of play­ing, Gray­don him­self left the stu­dio still not know­ing if “it was a keep­er.” Then he “turned the radio on one day, and there it is.” He’s since relearned it sev­er­al times to play for oth­ers, includ­ing a 2016 doc­u­men­tary about top ses­sion play­ers and rock side­men called Hired Gun.

As for all the Youtube videos float­ing around that claim to teach the solo (see one above), Gray­don says none of them get it right. But luck­i­ly for him, some­how, he did, a lucky break, he says, that eas­i­ly could have end­ed up in the bin with the oth­er hun­dreds of hours of tape cut from the Aja ses­sions, vic­tims of the ulti­mate jazz-funk-soul-rock auteurs.

Relat­ed Con­tent:

How Steely Dan Wrote “Dea­con Blues,” the Song Audio­philes Use to Test High-End Stere­os

Steely Dan Cre­ates the Deadhead/Danfan Con­ver­sion Chart: A Wit­ty Guide Explain­ing How You Can Go From Lov­ing the Dead to Idol­iz­ing Steely Dan

How Good Are Your Head­phones? This 150-Song Playlist, Fea­tur­ing Steely Dan, Pink Floyd & More, Will Test Them Out

Josh Jones is a writer and musi­cian based in Durham, NC. Fol­low him at @jdmagness

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Comments (6)
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  • Mr. Sherman and Peabody says:

    Great arti­cle. I watch that Clas­sic Albums seg­ment on Aja a lot, but that sec­ond video was real­ly nice, i.e. how the song and the chord voic­ings are craft­ed. Fagen and Beck­er were first class musi­cians and song writ­ers.

  • Bruce Corigliano says:

    Aja is tru­ly one of the great­est col­lec­tions of songs ever cre­at­ed.
    Peg is excel­lent.
    My opin­ion is that The Roy­al Scam is supe­ri­or lyri­cal­ly and music wise, The gui­tar work by Lar­ry Carl­ton on Kid Charle­magne is phe­nom­e­nal.

  • BonHagar says:

    What was even bet­ter than hav­ing Steely Dan was the qual­i­ty that was AM & for a short while, qual­i­ty FM radio. Espe­cial­ly in the Detroit area where CKLW ruled the air­waves in th 60’s and played every­thing from the MC5 to the Mus­cle Shoals/Stax & Volt and Motown, the LA stuff and Coun­try. So much Amer­i­can cul­ture all came out of the same can. FM indulged the long play­ing songs of orig­i­nal prog rock and Steely Dan was one of many fine musi­cal moments. What was once stan­dard radios fare is now looked on with long­ing as most of today’s radio and pop-rock coun­try music is lim­it­ed to 3–4 minute songs. All seg­re­gat­ed to their respec­tive nich­es. I’m tak­ing com­mer­cial radio, not the (prob­a­bly fine) col­lege and pub­lic broad­cast­ers out there. Maybe, it will come around again.

  • Robert O Mitchell says:

    I nev­er had any idea they were say­ing Peg. Was nev­er a fan but did­n’t change the chan­nel when their songs played. They were most­ly known for being the answer to the ques­tion “who is the band that is not the Doo­bie Broth­ers?”

  • Tom Loredo says:

    Stu­dio gui­tarist leg­end Tim Pierce has a very active YouTube chan­nel, and for one of the episodes, he vis­it­ed Jay Gray­don in Gray­don’s stu­dio, and Gray­don teach­es Tim how to play the solo. Here it is:

  • Steven Marks says:

    In my hum­ble opin­ion “STEELY DAN“is the best over­all
    band. Only the “EAGLES” have as many great songs as they
    do. So ver­sa­tile with that jazzy sound mixed with great
    lyrics and great gui­tar play­ers always. Fagen & Beck­er
    would not set­tle for any­thing short of PERFECTION, and
    that’s exact­ly what we got in there music…

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