Liner Notes for Chad Kassem’s Reissue Series

Not so long ago, Chad Kassem, the boss man at Acoustic Sounds, asked me to come up with some liner notes for his Steely Dan reissue series. They are reprinted here for y'all.  -- DF

In order to establish the proper frame of mind in which to write these liner notes, I've packed my Castello root briar pipe with a fragrant wad of Balkan Sobranie. I'm not sure what Nat Hentoff or George Avakian used to smoke, but this combination ought to do for now. I already have the beard.

Let's plunge right in, shall we?


The first cut on Steely Dan's premier album kicks off with Do it Again, a tune informed by what Jellyroll Morton famously called the latin tinge. The tinge here is supplied by drummer Jim Hodder along with Victor Feldman's battery of percussion instruments. Walter and I were already familiar with Victor's work for Miles Davis as a pianist and as the composer of the tune Seven Steps to Heaven. Who knew that he'd been holding down a day job as a Los Angeles studio percussionist? Our producer Gary Katz, that's who.

Having recently secured a miracle job at ABC Dunhill Records, Gary then secured a second miracle job for us as staff composers. Failing straight away at that, we thought it might be a good time to realize our dream of leading a real band and, in the process, avoid being shitcanned by Jay Lasker, the cigar-huffing record company president. We called in Denny Dias, a guitarist we knew from New York, and Gary called a couple guys he knew from Boston, drummer Jim Hodder and guitarist Jeff "Skunk" Baxter. We got busy teaching the lads the songs we wanted to include on our first album.

But I digress.

Even now, if I happen to hear Do it Again played on the radio, I'm impressed by Skunk's suave licks and the boppy solo played by Denny Dias on a rented Coral electric sitar.

David Palmer sings lead on Dirty Work, a song left over from our stab at normative pop song writing (as were several other tunes on the album). Nevertheless, it's a pretty neat record. Another fabled jazz musician, Jerome Richardson, plays the tenor solo, a task for which he was vastly over-qualified.

Reelin' In the Years opens the B side. I remember coming up with this riff tune one night in my little rented bungalow in Studio City. The renown this track has gained over the years is due mostly to the guitar solo (a first take) by Elliot Randall, a friend from New York who happened to be visiting the studio that day.

What else? Back then, Walter had opted to be the bass player in the band, leaving the guitar work to Skunk the rocker and Denny the bebopper. As I recall, Walter was mainly using a clear plexiglass bass designed by Dan Armstrong.

The album concludes with the rarely played track Turn That Heartbeat Over Again, a cute little number that owes something to the type of thing Jerry Garcia and Robert Hunter were writing at the time.

The tracking engineer on this and all the succeeding albums was the brilliant ABC Dunhill staff engineer Roger Nichols, who had recently quit his job tending the control rods at the San Onofre Nuclear Generating Station. Over the years, this experience was to come in handy.


Because of an expanded touring schedule in 1973, our sophomore album was recorded in a desultory, haphazard fashion. Following an infernal routing plan devised by corporate devils, we zigzagged across the country, opening for anyone who would have us: Frank Zappa (on crutches after being thrown off the stage by a madman in London), Humble Pie (deafening), The Kinks (besotted), Melanie (special), Alice Cooper (cheesy fun), Cheech and Chong (baked), The Doobie Brothers (also baked), Elton John (really kind of awesome) plus The Beach Boys, Chuck Berry and many more.

A lot of the material was worked out in front of audiences whose response ranged from enthusiastic to medium hostile to deeply apathetic. The latter may have something to do with the popularity in the 70s of powerful hypnotics like Mandrax and Quaaludes. I remember our sound crew packing up and having to peel a comatose music fan out of the monster Altec horn speaker into which he had crawled.

Bodhisaatva is what swing era musicians used to call a "flag-waver", that is, an up tempo number that's supposed to wake up the audience. It came in real handy during the Quaalude Era. Plus it gave our two ace guitarists a chance to show off.

The dystopian favorite King Of The World was a tough mix. We spent several days attempting to squeeze some drama out of what was a pretty static arrangement. As we were about to give up, Denny asked if he could stay overnight and give it a shot. When we arrived the next morning, he played us a mix that was so scarily perfect, we henceforth regarded him as a candidate for immediate sainthood. Nevertheless, we broke down the mix and started from scratch.

The sci-fi-ish album cover was created by the artist Dotty White.


The old ABC Dunhill complex on Beverly Boulevard in West Hollywood included a state-of-the-art recording studio that, starting every day at eight in the morning, pumped out hits by Three Dog Night, Hamilton, Joe Frank and Reynolds, The Grass Roots and many other mostly middle-of-the-road bands, plus radio ads, TV themes, etc.

Often, the musicians on the tracks were A-list session professionals like drummer Jim Gordon, pianist Michael Omartian, Bassists Carol Kaye and Joe Osborn, and guitarists Larry Carleton and "Clean" Dean Parks. As Dunhill employees, Walter and I got to hang out and watch staff producer Steve Barri cut tracks. He'd do maybe three in the morning and then mix them after lunch. They came out sounding pretty good, even the Theme From Swat. Walter and I decided we had to have some of these guys play on our albums. Naturally, the original guys in the band weren't thrilled about this policy, but we were determined to experiment with other players. Lucky for us, the project was run as a (more or less) benign autocracy, with Walter and myself as the autocrats.

We locked up a room at Village Recorders on Santa Monica Boulevard, a well-equipped facility owned by the fabulously rich Geordie (Son of Spam) Hormel, an heir to the Hormel packaged meat company. In the high '60s and 70s, Geordie was an L.A. legend. Tall and imposing, with guru-length hair, he'd pull up to the studio in a white limo with a hippie princess on his arm and head upstairs to the office where they'd smoke the humongous blunts rolled by the studio manager, Dick LaPalm. It was a very comfortable place to make a record. Also very expensive. Eventually we had to move to a room at the new Cherokee Studios way the hell out in Chatsworth.

Rikki Don't Lose That Number was a hit right out of the box. Victor Feldman played a swell introduction on an instrument played with mallets called a flapamba, but the label made us edit it out for the single.

Walter used a talk box device to imitate Bubber Miley's "wah wah" effect on Duke Ellington's East St. Louis Toodle-oo. Skunk's steel guitar recreates Joe Nanton's trombone solo and I played the clarinet solo on the piano.

In order to recreate the rinky-dink sound of a 1920s reed ensemble, I needed to go up in the attic and dust off my old Selmer alto saxophone. My chopless, weak-ass tone did the trick.

Two great drummers, Jim Gordon and Jeff Porcaro, laid down the groove on Parker's Band. I like the 1940's style harmony in the bridge.

The narrator of Pretzel Logic, an altered blues in A minor, appears to be "unstuck in time", as Kurt Vonnegut Jr. liked to put it.


Long strings of one-nighters are tough on minds and bodies, especially back in the squalid 70s.  When, during a tour of the UK, my mercilessly abused larynx decided to give out, we limped back to L.A., looked at each other (we now weighed, like, twelve pounds each, and looked even worse than usual) and declaimed in unison that the most important thing in life is your health. We made the decision to hang up our high-heel sneakers and, at least for the time being, come off the road.

Which was kind of a shame, because the band was sounding pretty good by then. During rehearsals for the last tour, we'd taken a tip from our new drummer Jeff Porcaro and hired this kid Mike McDonald as a second keyboardist and backup singer (This was before he rocketed to fame as the phenomenal Michael "White Lightning" McDonald). We also added a talented singer/ percussionist, Royce Jones.We were even all getting along, more or less. Skunk, then in his Hollywood alien phase, was calling me Fay-gron and insisting that I call him Bax-Tron.

On July 5th 1974, we played the last gig we'd play for, like, twenty years. What a relief. And since Pretzel Logic was a big hit, Dunhill gave us a somewhat bigger recording budget. We settled into the A Room at the ABC Dunhill studio and set up a pair of Magneplanar flat panel monitors. The studio was equipped with a brand new Bosendorfer grand piano and a couple of AR D76 tube power amplifiers. We were ready to make high fidelity our bitch.

In addition to Porcaro (twenty years old and already a veteran of the Sonny and Cher TV show), we flew in bassist Chuck Rainey and guitarist Hugh McCracken from New York. Bax-Tron, who wasn't anywhere close to being through with the road, hooked up with the Doobie Brothers, followed soon after by McDonald.

But not before Mike added his distinctive tenor to the harmony on Bad Sneakers, a song about homesickness for NYC. Other highlights: Rick Derringer's slinky solo on Chain Lightning; Phil Woods' alto on Doctor Wu; and Michael Omartian's playing throughout.

Despite all our careful planning, a gnarly problem with the DBX noise reduction system resulted in the album sounding not quite as "spreem" as we had hoped. But still pretty darn good.

Finally, the record company allowed Walter and myself  to choose the song Black Friday as a first single release. This was a mistake. It turns out that Top 40 radio didn't care much for blues. Thereafter, we left the single business to the record company.


After recording four albums in L.A., we realized we were missing the scuzzy realness of New York. We missed the frenzied pace, the garbage stacked on the sidewalk, the sordid headlines of the tabloids, plus people and food that might not be fabricated from polyethylene. Most of all, we missed the eccentric NYC musicians and the seasoned hardwood floors of the vast midtown studios.

Having finally received a bonafide check from the label, our first move (after relocating to some relatively posh rentals in Malibu) was to call Elliot Scheiner, the engineer at A&R Studios on Seventh Avenue. Elliot had recorded some tracks for Jay and The Americans that we'd played on. Tracks like Tricia Tell Your Daddy (Jeff Barry''s appeal to Nixon to end the Vietnam War) and I'd Kill For The Love Of A Lady. I remember Kenny Vance, one of the Americans, pleading with Jay (nee Dave Blatt from Brooklyn), "Jay, are you kidding? It's 1969 - nobody kills anymore!"

Recording back in New York involved considerable outlays of cash. In case there's some people out there who aren't as yet sullied by the entertainment business, here's how it worked: The record label fronts you the money to make an album. Whatever you don't spend on the project, you can keep.

But not really, because if the album makes money, the entire amount is recouped by the label off the top. After that money's been recouped, you are entitled to a small royalty from sales, that is, if you can find where they're hiding it. To be fair, the label is taking a risk with each new release but, you know what? They get it back a zillion times over when an pouty teenage girl with a bare midriff or a sly hip-hopper goes multi-platinum.

Nevertheless, as in the past, we were willing to sink our entire cash advance back into the project, because... well, because that's just the way we rolled. At the peak of the no frills, apocalyptic, lo-fi punk movement, we were still dedicated to delivering old school, fussy musicality and quality sound. Why? Because we thought it was not only an honest expression of our combined sensibility, but it was, you know,  funnier that way. It's the anachronism, stupid.

After booking Elliot and the studio, we had Gary hire our favorite NYC session players, including Chuck Rainey, Paul Griffin, Bernard "Pretty" Purdie, Don Grolnik and Rick Marotta. The funk was now imminent.

The model for the character Kid Charlemagne was Augustus Owsley Stanley, the so-called "Acid King" of the 60s, who, after many thrilling adventures, received a prison sentence for manufacturing LSD. After running down the tune once with the band, we noticed that Bernard Purdie had put on his overcoat and was standing in the control room filling out his work slip. He figured that since he'd played his part perfectly (he did), he was done for the day. Gary had to talk him into doing a second take.

Another story about Bernard: The first day we walked into A&R, he was already sitting at the drums and had set up his traditional two signs. The sign on his right said , "You Done It!" The sign on his left said, "You Done Hired The Hitmaker, Bernard "Pretty"Purdie!"

Kid Charlemagne has long been noted for the dynamic guitar work by Larry Carleton. He also nailed his solos on Don't Take Me Alive, Everything You Did, etc.

The Fez is a groove tune (groove courtesy of Chuck and Bernard) that's really a parody of the generic dance music that was popular at the time. I've read that the fez in the tune is supposed to be a stand-in for various other things, including a common prophylactic device. Sorry, but it's just a Moroccan hat with a tassel.

The basis for our Caribbean fantasia, Haitian Divorce was Walter's real-life Haitian divorce. Sometimes you actually get a chance to write what you know. The wah-wah effect on this tune was again created by Walter on a talk box, but the effect was added after Dean Parks played the actual solo.

1977: AJA

By '77, we'd noticed a change (Christ, I almost wrote "sea change") in the session player's styles. Previously, it wasn't that easy to find a jazzer who could play righteous R&B and vice versa. Now, with the new versatility, we could bring in players who could do both equally well, and this development began to affect our writing style.

We'd been hearing a lot of talk about Bill Schnee (pronounced Shnay), an engineer who was working at a studio called Producer's Workshop in Hollywood. Bill was all about hi-fi and immediately understood what we were trying to do.

Enlisting Larry Carleton as straw boss, we started playing musical chairs, especially with drummers. When we we're done, we had seven wicked tracks by Bernard Purdie, Paul Humphries, Ed Green, Jim Keltner, Rick Marotta and Steve Gadd (who sight-read his way through the title track in one or two takes). Larry brought in his Crusaders bandmate Joe "Sample n' Hold" Sample. After a phalanx of L.A. guitarists courageously tackled the twelve bar solo spot on Peg without success, Jay Graydon finally pulled the sword out of stone.

Who else? Oh yeah, post-bop tenor players. We had the best: Wayne Shorter on Aja and Pete Christlieb on Deacon Blues.

And then, what do you know? When the record came out, the freaking thing was a hit.

1980: Gaucho

During the next three years, both Walter and I, each in our own way, were pursued by a pair of acid-drooling Hounds from the deepest pit of Hell. We couldn't seem to lose them. They yapped at our heels straight through the recording of Gaucho, well into the next decade and beyond. Never mind the details. But if I were you, I'd be careful about when and how often you listen to this one.

The first cut, Babylon Sisters, is a case in point. In this L.A. noir, our man is obviously in the midst of an agonizing bottom-out, skidding towards a potential hook-up with a couple of sketchy beach girls. His friends try to help, but his dissolution seems inevitable. Is he heading toward hell or heaven? Or both?

Chuck and Bernard laid down a scary triple time groove on this one. Randy Brecker plays the trumpet solo. And let's hear it for the girls: Patti Austin, Lani Groves, Diva Gray, Toni Wine and Leslie Miller play the Sisters.

Hey Nineteen is about another sad boomer with girl trouble. Singers Frank Floyd and Zack Sanders help me out on the choruses.

The decadent tendency continues with Glamour Profession. We follow the man with the L.A. concession on his daily rounds. The piano solo is by Rob Mounsey.

The song Gaucho describes a messy triangle between the narrator, his squeeze and some rude dude in a gaucho costume, or something like that. The track was supposed to be a jokey pastiche of the off-kilter gospel thing Keith Jarrett was into at the time, but I guess Keith didn't think it was all that hilarious. He threatened to sue us and we consented to give him a composer credit.

The track for Third World Man was actually recorded for Aja, only then it was a completely different song. It somehow morphed into what it is, the story of a little kid with a disturbing hobby. I had a friend in high school who was a Spanish Civil War enthusiast. His room was always dark and tricked out with fat, drippy candles, leather wineskins, sheathed bayonets and whatnot, like something out of For Whom The Bell Tolls. Across a brick wall, he'd scrawled Viva Anarchismo in blood-red paint.

Next stop, the 21st century.


In 1980, shortly before Gaucho was released, Walter and I went directly into suspended animation with orders to be reawakened on New Years Day, 1999. While I was under, I had these nutty dreams: In one dream, a Russian nuclear plant blew up. In another, some horrible plague broke out in Greenwich Village and spread around the world. In other dreams, a tunnel was dug under the English Channel, some crazy guy shot a Beatle, and, get this: the creepy actor from the old G.E. Theater TV show was elected president.

In the worst nightmare, I moved back to New York and invited financial disaster by opening up my own recording studio on East 85th Street. Oh wait, that really happened.

I called it River Sound, and that's where we did most of the work on Two Against Nature. We had acquired not only a Neve 8078 board with flying faders but also a slick new touring band. Several of the musicians played on the sessions, including drummer Ricky Lawson and future jazz star Chris Potter (tenor and alto). They're both at their best on the first cut, Gaslighting Abbie, a droll tale of betrayal by the sea. Walter's guitar wails all through What A Shame About Me, backed up by the SD Horns.

Scanning the titles on this one, I'm shocked, yes, shocked by the knavery and moral squalor of many of the characters in these tunes. And though we're appalled by the predatory narrators of Janie Runaway and Cousin Dupree, we tried to find some empathy for the raging tweaker in Jack Of Speed and the sorry-ass codependent lover in Negative Girl.

When Two Against Nature won the Album of the Year Grammy in 2001, a lot of people were furious that Eminem didn't win for The Marshall Mathers LP, or that Radiohead didn't win for Kid A. But that's show business, kids.


By 2002, our band was so totally happening that it would have been silly to look for players elsewhere. Moreover, we wouldn't have to do all that research and then have the anxiety of meeting new people and wondering whether they would play as well for us as they did on the albums we heard them on.

In Things I Miss The Most, we once again address the subject of marital disunion. Just two horns on this one, Michael Leonhart (trumpet) and Walt Weiskopf (tenor).

The awesome jazz pianist Bill Charlap sat in on Godwhacker. We wondered if this swashbuckling thriller might provoke some blowback because of its blasphemous lyric, but it slid in under the radar.

After thirty years of recording, Walter finally agreed to perform a lead vocal on Slang Of Ages, a song about a janky first date. There's more dating action in Green Book, but it's strictly virtual, requiring the deployment of an amorous avatar. I love what Ted Baker does here on piano. Walter and I trade solos on guitar and some kind of rented synthesizer (What was that thing?). Catherine Russell, Carolyn Leonhart and Cindy Mizelle sing backup.

Roger Rosenberg's baritone sax kicks off Pixeleen, a song about a low budget, manga-centric action series that probably never got off the ground. The narrative starts out in medias res, just like Star Wars!

I've been told that the song Everything Must Go was prescient in regard to the financial crises of the following years. In truth, we'd been thinking about this idea for quite a while. I still had some notes I took back in the 80s when we asked Warner Music chief Mo Ostin to give us some fancy business lingo. Walt Weiskopf's tenor establishes the mood of cosmic-level remorse and continues throughout. Keith Carlock's "aw, shucks" groove is right on the money (no pun intended).

Well, kids, that about wraps it up. Nothing left to do but empty my pipe, step into my slippers and have a nice glass of warm milk.

Sweet dreams -

Donald Fagen

March 2022