Steely Dan: Inside the College of Musical Knowledge, Part 1

Becker and Fagen. Photo by Henry Diltz

From the archives, a conversation with Walter Becker and Donald Fagen

NEW YORK, December 18, 1999. We ‘re in Manhattan. just two weeks short of the end of the 20th century. It’s almost Christmastime, yet it is warm and sunny in New York today. Donald Fagen and Walter Becker have arrived together at the offices of their record company on the 12th floor. It’s the first time the two of them have ever been here together, as this is the first interview they are giving to herald their new album Two Against Nature.

But they thought the office was on the 14th floor, where they went first. Evidently, there was nothing there at all. And something about this confrontation with a void where a record company was supposed to be really impacted Fagen. As if he concluded all the floors were similarly empty, as in a Twilight Zone episode, signalling the end of humanity. By the time they reached us, Donald was still in the throes of panic.

“It’s pretty bleak up on the 14th floor.” he said darkly, as if describing the aftermath of war. “There’s nothing going on up there! Nothing!”

Becker, like a kind father, gently calms Donald with jokes and distractions, handing him a cup of coffee and telling him a funny musician story, of which he has many.

It’s but one of the many struggles they had to endure in order to create this, their first album of new Steely Dan songs since Gaucho was released some 20 years earlier. It’s the reason they designated “Two Against Nature” as both the title song and opener for the album: it pointed to their dual struggle against the elemental forces they fought to finish this album, as Becker and Fagen (B&F) explained in this characteristically spirited exchange, one which explains Fagen’s reaction to the 14th floor, and also life in general.

F: We made (“Two Against Nature”) the title cut because we thought it was descriptive of our condition at the present time. Because when you start to get older, you really are fighting nature all the time. And musically you’re fighting nature, trying to organize the atoms of sound. You’re trying to manipulate or overcome obstacles in nature.
B: You’re fighting to tame the forces and bend them to your will.
F: Right. You’re fighting lethargy. You’re fighting –
B: Chaos.
F: And laziness. You’re fighting –
B: The ordinary.
F: And other people, even if they’re on your side. You’re fighting your own sloppiness, or lack of patience.
B: Your own internal economy of time, energy, money, ideas, patience.
F: Trying to balance your musical life with other parts of your life. It’s essentially a classic struggle.
B: Think of the Two Against Nature album as akin to the building of the Hoover Dam.

Although no humans actually lost their lives during the making of Two Against Nature, as during the construction of the mighty dam, the creation of this album was hardly less monumental. Stretching three years from the writing of the first song to the completion of the final mix, it was a period ironically delineated by the incremental progress of other people in the proximity of Fagen’s studio on East 95th, where much of the record was recorded.

“We’d been working on the album for about five months,” Becker said, smiling, “and we looked out the window and noticed that they were starting to build a large high rise 40 story apartment house on the corner across from the studio. And we actually went back into the studio a couple of days ago to add a part to the album, and we noticed that the building was finished. And people were living in it already! And here we were still putting parts on the album!”

Truth be told, Two Against Nature might very well stand longer than the new high rise across the street. Like all previous Steely Dan albums, it was built to last. As their fans know well, B&F never followed any trends other than their own, and for this reason, as well as the tremendously high standard of artistry and musicianship they brought to every project they take on, their albums possess a distinct timelessness. The music, unlike so much made during these same decades, never wore out, or lost its power in any way.

Becker and Fagen, 1977. Photo by Henry Diltz.

Two Against Nature extends this magic into the new millennium. It’s got everything that makes the Dan great: supernaturally tight, soulful grooves; lyrics that are elegant, mysterious, funny, sardonic, even perverse (such as the lecherous ‘Cousin Dupree’); melodies that are sophisticated and slinkily visceral set against tight textures of electric guitars, bass and keyboards; and all underscored by a dazzling counterpoint of horns and harmony vocals.

It’s a stunning level of accomplishment they’ve achieved by being intricately involved with every aspect of the creative process, as consciously careful with each word of every line as they are with each beat of the kick drum and the snare. Though the ongoing brilliance of their seamless and soulfully singable songs might often seem to be the product of some kind of spontaneous genius, it’s actually the result of a lot of hard work, as B&F explained. Take the flowing chorus of ‘West Of Hollywood’, for example:

I’m way deep into nothing special
Riding the crest of a wave breaking
Just west of Hollywood

It’s a single sentence that evolved through a profusion of lyrical permutations before the ideal form was discovered.

“One trick of writing is to use the mechanics of typing things over and over again as a way of developing an idea.” Becker said. To illustrate this technique, and indicative of his generous spirit, he called me in Los Angeles about a week after this interview to share these discards, these variations he and Fagen generated for this line. Each was a way of completing the line, which comes at the end of the chorus to “West of Hollywood.”

The third line of the chorus was already set as the lead-in to each of these variations:

“I’m way deep into nothing special….”

… coming from a place of power just west of Hollywood.
… with a base of support located just west of Hollywood.
… in a matrix with its nexus just west of Hollywood.
… situated as I am in the crescent just west of Hollywood.
… having as my target the citizens just west of Hollywood.
… in a cluster franchise operation just west of Hollywood.
… and business is booming in the triangle just west of Hollywood.


All of the songs on the new album went through this tireless process of thought and revision, each the result of many pages of notes, character development, and explorations into the best ways to compel and conclude narratives. Each character
emerged only after sessions of abundant B&F banter and discovery, resulting in a rich emotional subtext that served as the foundation for each song.

In ‘What A Shame About Me’, for example, they went through a series of variations before arriving at a climax for this song of reminiscing college sweethearts. When the woman in the song boldly suggests a rendezvous at her hotel to rekindle their romance, the man sadly declines, admitting that any substance left to his soul is mostly spectral at this point. It’s a confession that assured that this character,
who took his place now among Kid Charlemagne, Peg, Doctor Wu, Aja, and other fully-realized personages from their fertile musical fiction, would seem genuine, and poignantly human.

I said “Babe, you look delicious
And you’re standing very close
But like this is lower Broadway
And you’re talking to a ghost

Take a good look it’s easy to see
What a shame about me…”

From ‘What A Shame About Me’
By Becker & Fagen

Walter and Donald were both born on the east coast of an America darkened by the shadow of war. Fagen came first, on January 10, 1948 in Passaic, New Jersey “amidst growing furor over Soviet acquisition of the atomic bomb.” This is according to the official, self-written and often hilarious bio of Becker & Fagen.

Becker’s birth, we are told, came in New York on February 20, 1950 “as war loomed on the Korean peninsula.” Though Donald and Walter wouldn’t meet for decades, like twins separated at birth they developed acutely identical artistic preferences, both gravitating towards the classic American jazz of Charlie Parker, Duke Ellington, Miles Davis, and others. At this point, according to their bio, “inexpensive saxophones were purchased forthwith.”

At Bard College they merged their love of jazz, dark humor, beat poetry, sci-fi and more into songs of stunning singularity, which they performed in a series of pick-up bands. After graduation they started peddling their songs at the Brill Building in New York, and succeeded in getting signed to two publishing deals, as well as joining the touring band for Jay & The Americans.

These two Easterners then followed their manifest destiny to come west all the way to Los Angeles, where they won the privilege of daily work as songwriters in a tiny office with an upright piano. It’s here they were expected to start churning out radio-friendly hits like Goffin & King, which could be easily coverable by all kinds of popular singers.

They never had a problem with the idea of having a hit. They weren’t elitist in that way at all. They welcomed success. But writing a hit intentionally was an equation they didn’t know how to solve. So they spent their time instead by collaborating daily on a series of what they called “classic but unrecordable cheesy pop songs.” At the same time, they began conspiring (secretly, so as not to lose their job or office) to start their own band.

With Fagen on vocals and keyboards, Becker on bass, Denny Dias and Jeff “Skunk” Baxter on guitars, Jim Hodder on drums, and David Palmer sharing lead vocals with Fagen, they rehearsed for a few months in an unfinished office wing before recording their debut album, Can’t Buy A Thrill.

The name Steely Dan was one they agreed was perfect. From one of their favorite books, William Burroughs’ Naked Lunch, it refers to a rubber sexual device from Yokohama.

From the first album on, Walter and Donald shared an explicit musical vision, swimming against the current of spontaneous, haphazard rock recordings to set a new standard in terms of record production. Disbanding their original lineup of musicians after their third album, they evolved to the essential core of B&F only, and surrounded themselves on albums and in concert by the brightest satellites of the rock and jazz worlds. These included Michael McDonald, Steve Gadd, The Brecker Brothers, Phil Woods, Bernard Purdie and others.

Gaining reputations as studio tyrants (which both deem as inaccurate), they cooked up tracks that were at once burning and pristine; hot, sizzling jazz textures with the most precise and tight rhythmic foundations imaginable. And they created a succession of masterpieces throughout the 70’s, following their debut with Countdown To Ecstasy, Pretzel Logic, Katy Lied, Royal Scam, and Aja. In 1979 came Gaucho, and the Dan was done.

During the Eighties, Becker and Fagen went their separate ways. Donald recorded his own solo masterpiece, The Nightfly, a beloved critical and commercial success.

Walter moved to Hawaii to become “a gentleman avocado rancher and self-styled critic of the contemporary scene,” but returned often to the mainland to produce albums for others, including the glorious Flying Cowboys for Rickie Lee Jones. (Rickie on Walter: “He’s much smarter,” she said, “than most humans.”)

In the Nineties, both songwriters worked on an assortment of solo projects and productions, including Fagen’s second solo album, Kamakiriad, and Becker’s first, the triumphant 11 Tracks Of Whack (which a Swedish magazine named the “Best Album of the Decade.”)

They also returned to the touring circuit as Steely Dan for a series of summer concerts, and in 1995 started writing songs for the newest album, Two Against Nature, which was the ostensible reason we were here. To get the word out. (Although I had no doubt that the world was sure to embrace this album, neither shared that certainty. When I mentioned I had loved listening to it on both ends of America, as I did, diving into it first in California before coming to New York,
where I exultantly walked the busy streets of Manhattan listening to my cassette of it, overjoyed I was soon to talk to this geniuses of rock.

“And it sounds great on both coasts,” I said.

“Yeah,” Donald said glumly. “That’s nice. But it’s those places between the two coasts we’re worried about.” And he wasn’t joking.

Two against nature don’t you know
Who’s gonna grok the shape of things to go
Two against nature make them groan
Who’s gonna break the shape of things unknown

From ‘Two Against Nature’
By Walter Becker and Donald Fagen

Though often described in print as being two sides of the same personality, in fact this wasn’t true. In person and in life, Becker and Fagen project opposing personalities.

It’s true that Becker could play the part of crusty, arrogant rock star behind dark shades but this wasn’t who he really was at all. He did, it seems, to create a unified front with Donald, whose intrinsic irascibility and discomfort with other humans is real and well-known. [For more evidence of this, read Donald’s hilariously acerbic autobiography, Eminent Hipsters, which details all the daily hardships and annoyances of being a successful rock star.] It comes down to a key element of Donald’s personality, his fundamental discomfort with most other humans.

Whereas Walter was not this way at all. But he did play this role when with Donald at some event, like the Grammys, where I saw him do this. The usually warm friendly Walter got replaced for that event with the cantankerous rock star.

But in real life, he was a gentle and genial man, who seemed quite comfortable in his skin. Bearded and beatific, had projected a kind of zen calm. There was a stillness and sense of contentment that seemed far removed from Fagen’s reaction to life, and is reflected in Walter’s ultimate choice to make his home in Maui.

He was always happy to expound on any subject posed to him with a warmly gentle and somewhat professorial countenance. His generous spirit and respect for journalistic completion was brought home when he kindly invited me to looks at some of the drafts of their songs, so as to have a fuller idea of all the discards and revisions.

Becker also had a love of laughter, and rather than get angry about stuff that would get Donald frantic, he’d simply throw back his head and laugh.

Fagen fidgeted in his chair and distractedly paged through a book of photography on the desk before him when we started this discussion, and seemed ready to ankle at any moment. But like Brian Wilson, Lou Reed and others, all infamous for being difficult interview subjects, as soon as I asked specific questions about their music, he grew engaged, and we had a good talk. After all, these guys are true masters of this form. They’re songwriting geniuses, having forged a place in the songwriting pantheon entirely their own. So if they are approached from that place, and invited to discuss life in that realm, communication gets easy. Because that is where they live, and yet rarely expect to go there with others, especially journalists, assuming they would be misunderstood or worse. Being a musician in these interviews always helped with all songwriters, as musicians speak their own language, and one which is lost on most civilians. But with these guys, especially, it wouldn’t have worked otherwise. Not only did I come with curiosity about their “Mu chord,” as discussed in the following, I wasn’t lost by their explanation of why it, and similarly expansive chords from their toolbox so distinguished the Steely Dan sound.

Fagen even mocked their proclivity for compositional complexities usually absent in rock and pop by explaining that he and Walter had attended “the college of musical knowledge.”

Unlike other songwriting duos who have famously tired of each other after decades of collaboration, it was heartening to see how much they genuinely enjoyed each other’s company. Rather than tune out when the other spoke, as was sometimes the fashion, they were like brothers, but ones who really loved each other, hanging on their partner’s every word, finishing each other’s sentences, and laughing at each other’s jokes.

Steely Dan, “Two Against Nature.

The following discussion is a combination of our initial talk in New York on the second day of December, 1999, with a phone conversation that occurred soon thereafter, allowing us a generous measure of time to illuminate the perpetual mystery and marvel that is Steely Dan.

AMERICAN SONGWRITER: You’ve said that impatience is one of the natural forces you had to fight against to make this album. Yet you both must have a lot of patience to get your albums to the level that you have.

F: Well, it just seems we’re victorious over our lack of patience. I am impatient. I want everything to happen now!

B: But on the other hand, having said that, you’re able to work very patiently on something.

F: Yeah. I’m more impatient about technical breakdowns.

B: You’re only impatient during delays. You’re only impatient when you have to wait.

F: Yeah, only when I have to wait. Yeah, when the band is learning a song, I’m impatient for them to already know it.

You have always had tremendously high standards, both in terms of writing and production. Does the struggle to get it right ever get easier?

F: Mostly it gets harder, I would say. Some of your techniques might prove to make things a little easier, but those can have their downsides.

B: I don’t know if it gets harder in general. I can imagine making a different sort of record where it would have been easier instead of harder. But we decided to do something that we knew was going to be hard to do, and it was. And, depending on what the musical context something is going to be viewed in is, it may make it harder to make something mean what you want it to mean. It makes it harder to make things that have the real feel of real musicians playing instead of the mechanical feel of machine tracks, but that still has the same kind of consistency.

 In most songwriting collaborations, it’s usually pretty clear who writes what. Yet in your work, it’s always been mysterious who does what, though a little less so since you have done solo albums…

B: Although that might not be informative as to what we do when we are actually writing together. Because if we are writing separately, then each one of us perforce has to write the lyrics and the music and have the overall concept.

 So the two of you actually do write the songs together, as opposed to bringing in separate fragments that you write individually?

F: Usually, a lot of the time, most of the time I will bring early music. I’ll bring a chord progression or an idea or something. And sometimes Walter will have an idea for some music. A piece of something and then we’ll work on that together. And then we’ll work on lyrics almost from the beginning together.

 One of the things that has always been so impressive about Steely Dan is your chord progressions. Yet these would not be so effective without a strong melody over them. Do you come up with chords first, before the melody?

F: Well, they sort of come in a piece, usually.

B: Sometimes they come in a piece and sometimes we’ll have –

F: A riff.

B: Or vampy sort of things where you set up a vamp and then you have to develop a melody over it. Eight bars or sixteen bars over one chord, or over some sort of repeating figure –

F: A lot of times we’ll have music and a title. Sometimes not even a title but maybe just an idea, what the song is sort of about. And other times we’ll have a title.

 Do you always know what the song is about prior to writing it?

F: No. But that’s usually what we start with. We might have a clue as to what it’s about.

 By the time you finish it, is the meaning always clear to you?

B: To us it is.

F: In recent years (laughs).

B: Listeners might argue otherwise. But to us we’ve usually got a pretty good idea very early on – these days – what we’re writing about.

 Was that different in the old days?

B: Well, yeah. I think in the old days some of the songs were more, shall we say, more impressionistic. And so –

F: But we knew what those were about more or less –

B: We knew what we were trying to do, but we didn’t necessarily know what those were about.

 Most songwriters write songs using existing idioms, but you two almost always invent your own.

F: Well, it’s cheating to just take idioms that are in the language.

 Is it?

F: (laughs) Isn’t it?

 If the idiom is used in an inventive way, such as ‘Still Crazy After All These Years’, doesn’t that work?

B: That’s a perfect example of cheating.

F: I thought Paul Simon invented ‘Still Crazy After All These Years’. But maybe I’m wrong.

B: That’s not cheating if he did. Then he’s just doing what we’re doing.

 Your new album starts with ‘Gaslighting Abbie’, which seems like a newly invented idiom…

F: Right. Well, the slang word “to gaslight” is something I’ve heard used – actually, I’ve never heard it used outside of New York City (laughs). It usually was from a woman accusing me of gaslighting –

B: (laughs)

F: The word ‘gaslighting’ comes from the film Gaslight where Charles Boyer tries to convince Ingrid Bergman that she’s crazy. So it’s kind of a synonym for mind-fucking –

B: A certain kind of mind-fucking, where the method by which this was accomplished was by manipulating the physical reality in such a way that the person would be cold all the time, or by lowering the gaslights all the time making it so that the rooms were getting darker and darker. That sort of thing.

F: Stealing clothes and things like that. Or denying that something happened that actually did happen.

 ‘Jack Of Speed’ comes across like a new idiom.

F: Yeah, that one represents the personification of a kind of demonic obsession.

B: We just felt that ‘Good King Psilocybin’ was too hard to sing (laughs). So we decided to go with ‘Jack Of Speed’.

 I love that line about trading fours with the Jack of Speed.

F: Yeah, that’s scary. You know, the Jack of Speed is very competitive. If you’re trading fours with the Jack of Speed, you’d really have to be on your toes.

B: Yeah, talk about your cutting contests (laughter).

F: Yeah, really.

 The use of original idioms helps songs to retain some mystery, and don’t ever seem dated.

F: Yeah, they don’t become dated that much. At least the greater part of them.

B: Well, I guess they also don’t become dated because they’re not tied to the slang of twenty years ago.

F: Yeah, though the slang of twenty years ago seems to have been completely recouped and is back in circulation.

B: Some of it.

F: I think maybe we got some of that because when we were kids we were both big science fiction fans, and sci-fi writers, at least in those days, invented slang because they were writing about the future. For instance, there may be some kind of technology that they’re inventing so they’ll invent slang words for the technology. Just the way we invent words for the current technology.

 You’ve often used words that originate in science fiction, such as ‘Two Against Nature’, when you say, “You’ve got to grok the shape of things unknown…”

F: Yes, “grok” is also a pre-existing term.

B: “Grok” is from Stranger In A Strange Land by Robert Heinlein.

F: Twenty years ago that word was used more than it is now.

B: Let’s say thirty years ago (laughs). It was part of the Sixties currency.

F: ‘To grok’ meant to understand something, to see its deep meaning –

B: At an intuitive level, yeah.

Do you think Dylan was cheating by using existing idioms such as “Simple Twist Of Fate” ?

B: Well, Bob Dylan started out and in some ways never moved that far away from the idea of being a folk musician. In that genre you are sort of permitted to recycle a chord change or a melody or a lyrical idea. I think that’s essentially what it means to be a folk musician. You are going to be recycling musical and/or lyrical ideas. Or personalizing them in a variety of ways.

There’s something about the economy of someone like Bob Dylan. There’s a great economy that allows him to focus his energies on what is really important to him. And I think that’s probably part of his genius, and what made him so productive over the years.

His is the complete opposite of your approach in the studio. Not only will Dylan not write out his chords, he won’t even say what they are – you have to watch his hands.

B: (Laughter) Right. Certainly we couldn’t get away with that. “Watch my hands” wouldn’t work for us. (Laughter). Even in the best of circumstances.

B: Yeah, it is the opposite of what we do. And I think we feel that an integral part of what we’re doing has more to do with the presentation and production, the sound of the record, perfected arrangements, and stuff like that.

Like Dylan, some of your lyrics are clear narratives and others are quite cryptic. Yet those songs also never age because there are new possibilities in them. Is it sometimes better that meaning not be obviously understandable?

B: No. I think, depending on what the song is and what it’s about, it’s more or less important that it has a very comprehensible narrative to it. And I think for example, a song like ‘What A Shame About Me’ on the new record, I can’t imagine anyone having trouble knowing what that’s about. Whereas a song like ‘Two Against Nature’, people ask us about quite a bit and sort of wonder about it. And particularly foreign people who are sort of confused about what might be meant by the idea of “Two Against Nature”, or who don’t recognize any of the names of those demons. The figures of the voodoo pantheon there. Which must just seem like a lot of confusing names to some people, I’m sure.

Or a song like ‘Gaslighting Abbie’, if you don’t know about the movie Gaslight and that expression, you’re screwed, right? You have no idea what that’s about. And yet if you do know that, then I think you can make sense out of it.

Steely Dan, “Gaslighting Abbie”

 But even if you don’t, it’s still intriguing and has a lot of resonance.

B: Yes, it’s still intriguing and has a lot of resonance. And I think there’s a lot of times when I will read something, and I’ll like it and be taken with it before I completely know what it is. And there’s other cases, with Bob Dylan songs and so on, there’s such a series of kaleidoscopic images and surrealistic imagery that it’s hard to categorize in your mind what it is. It’s something that you experience, and it sort of reinvents itself every time you hear it because it’s allusive.

B: I think there is something to be said for the idea that something can retain some element of mystery. That is very likable. And I think our new songs, generally speaking, are less obscure than they might have been at other times earlier in our career. It was the 70’s back then, and the 60’s weren’t far behind (laughter). We felt free to take appropriate liberties. At the same time, I think what we’re doing has gotten a little clearer, don’t you?

 Yes. And your use of the language and specific details, even when the meaning is not immediately obvious, such as “now you’re the wonderwaif of Gramercy Park”, from ‘Janie Runaway’, are so great.

B: (Laughs) We certainly were pleased with that. We probably sat there for two hours trying to come up with that line. We had all different parts of the city. We had “another year of dogpatch would have done you in”, (laughs). Let’s see, “my waif queen”, “my waif supreme”, “waif mistress,” “the baroness of Wall Street loft,” “now you’re the princess of Van Damme Street,” now you’re the baroness of Elizabeth Street,” “of Irving Place,” “of Waverly Place.” We had “Dixie Runaway”, “Molly Runaway,” “Annie Runaway.”

B: We have notes which define the idea of certain songs. For ‘West Of Hollywood’ we had, “Ideal flatness of field, leveling, nulling out, zero potential, the tyranny of the disallowed.”

When your lyrics get mathematical like that, or “the axis of pain/pleasure sheared the arc of desire”, it sounds like some of the language on your solo album, Walter, as in ‘Surf And/Or Die’. [From Twelve Tracks of Whack.]

B: I think when we hone in on something, it’s hard to tell who it came from. The original version of that line was, “The axis of pain/pleasure distended the calculus of desire.” Which I actually liked better. But try singing it that way some time. The one we came up with was a little more singable than that.

That smooth singability is a hallmark of your work.

F: Yeah, well, it’s hard to sing those tongue-twisty words. It has to sound good.

B: Things have to meet a minimum standard of singability.

F: There have been times when we couldn’t figure out any way to say something and so we moved up to rougher language. But generally speaking, there is a way to do it when you get both the sound and the meaning.

End of Part One. To be continued tomorrow.

Steely Dan, “Jack of Speed”

Leave a Reply

SongWriter Podcast Readies For Superb Second Season

The Satin Cowboy Premieres “Song For Tom Petty”