
The only guitarist Steely Dan’s Donald Fagen called “a real virtuoso”
Any musician who hopes to be invited to a Steely Dan session needs to have put in a lot of hours with their instrument.
They are famously one of the most dedicated studio bands of all time, being both creative and ruthless in equal measure. Enough stories of them being meticulous task masters from behind the mixing board to suggest that at least some of them are true. It means that, out of any band in the 1970s, they were willing to cast judgments on all kinds of fabulous instrumentalists.
When The Dan started making their first attempts at sonic masterpieces, they knew they would never settle for anything less than perfection, leading to a revolving door of musicians working around Donald Fagen and Walter Becker. Although more than a few great artists had the opportunity to work with Steely Dan, Fagen knew one fretboard master towered above the rest.
Then again, going through every single guitarist Steely Dan had would probably take 24 hours to break down. From Can’t Buy A Thrill up until their final albums in the 2000s with Everything Must Go, Fagen and Becker had been known to employ a who’s who of talent in jazz and fusion, with artists like Denny Dias and Jay Graydon contributing excellent parts to songs like ‘Do It Again and ‘Peg’.
Steely Dan wasn’t exactly shy about airing their opinions when they thought artists weren’t measuring up to their standards. Dire Straits guitarist Mark Knopfler notoriously felt uncomfortable about his playing when working around the eccentric music wizards, while session legend Jim Keltner would play on songs like ‘Aja’, only to be replaced by replacement drummer Steve Gadd without saying a word.

Of all the great people behind the fretboard, though, Fagen always respected what Larry Carlton brought to the table. Carlton, a jazz guitarist by trade, had been a mainstay of Steely Dan for ages, crafting solos and rhythm guitar parts that were as gritty as they were soulful.
When talking about Carlton’s ability to interpret their work, Fagen didn’t think any other guitar could measure up, stating, “He’s a real virtuoso. In my opinion, he can get around his instrument better than any studio guitarist. He’s also quite a good blues player. He did the solos on ‘Kid Charlemagne’. The middle solo he did in two takes, and we used parts of both. The last solo was straight improvisation.”
The improvisation clearly spoke to Fagen’s jazz preferences. The musician has routinely shared his love of the genre, and what Carlton could do with his guitar means he left the notoriously hard-to-please Fagen very happy indeed.
Just breaking down ‘Kid Charlemagne’, Carlton’s intrinsic way of working around the chord changes is unrivalled by any of his peers. Although there are a handful of scale runs that one would expect in jazz, Carlton managed to play iconic melodies alongside his solo parts. There are even a handful of moments where Carlton decides to add in some flash, like the subtle tapping note he gets away with towards the tune’s end.
Even though Steely Dan normally had their material written out for musicians well in advance, Carlton also took the liberty of adding his ideas that weren’t necessarily written out. Not knowing how to start the beginning of ‘Don’t Take Me Alive’, Carlton was the one who came in with the iconic jazz chord that kicks everything off.
Carlton would maintain a cordial relationship with Steely Dan throughout his career, even playing a handful of licks on the album Aja, including the fantastic rhythm guitar groove on the opening track ‘Black Cow’. For a band with a performance bar well beyond most players’ pedigree, Larry Carlton made playing with Steely Dan feel like second nature.