Larry Carlton’s sessions with Steely Dan and Joni Mitchell

As a music aficionado I have a fascination with album credits. It used to be my primary method of making connections between artists, albums and songs I love. When I hear a great piano accompaniment or a drum track, I immediately browse through the liner notes and credits to find out who the musician might be. In the days when record stores enabled impromptu meetings of like-minded music lovers, a favorite topic was the sharing of this knowledge with others and finding more clues from album covers to lead me to the next album. Many albums omitted those credits, especially when the musicians where hired studio professionals. A few exceptions to this in the 1970s are albums by two of my favorite artists, who were unique in providing detailed listings of all musicians who played on their records: Steely Dan and Joni Mitchell. And one name kept coming up on both of their album sleeve notes, as I scrutinized the fine print to find out who was the guitar player who played all these magnificent licks and solos. This is my tribute to Larry Carlton’s amazing work on their 1970s albums.

Larry Carlton 1984

Carlton first played with Steely Dan on the 1975 album Katy Lied. The band became a studio entity at this point, hiring the best session musicians in LA and New York. He played only on one tune, Daddy Don’t Live in that New York City No More. A good performance, but nothing like what he would contribute to the band’s next album, The Royal Scam. No less than four session guitar players were invited to the recording of that album, and Carlton plays on many of the songs.

Don’t Take Me Alive, a song whose lyrics always reminded me of the Al Pacino movie Dog Day Afternoon, released the previous year, is one of Carlton’ finest moments on the album. Two of his best musical assets, the melodic solos and the guitar tone, are on display here. If you were wondering about the long chord that starts the song, Carlton remembers: “There was no chord in front of the beginning of the song, nothing. Just ‘wham’. I don’t know what else we tried, but Donald was the one who finally just said, ‘Why don’t we just put a big chord in front of it?’ It was that simple. I went out into the room where my amp was and stood in front of it and tweaked until there was the right tone and then I did four or five or six of those chords to where everything rang. They adjusted the limiter and everything so it really sat like they wanted it to. But Donald was right.”

Larry Carlton

Carlton’s finest moment on the album and what many consider his best solo in the band’s catalog, is on the opener, Kid Charlemagne. The song about the rise and fall of a drug dealer, likely inspired by Owsley Stanley III, the underground chemist who single handedly freaked out the city of San Francisco in the 1960s, was a great opener for the band’s darkest album. Carlton is all over this song, with a 50 seconds solo that starts at 2:18, full of twists and turns. He does not let up in the outro either, with more tasteful licks as the song fades out. Donald Fagen: “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.”

On an album full of excellent guitar work by other musicians such as Denny Dias, Dean Parks and Elliott Randall, Larry Carlton’s role on this album stands out as the most critical. Walter Becker: “If that is the definitive Steely Dan guitar album, then Larry Carlton is the reason why. He contributed quite a bit to the tunes. There would be lot of volatile people with volatile music styles in the room and, in a lot of cases, it seemed to me that Larry, more  than anybody else, was holding things together rhythmically and in other ways.” Carlton recalled the sessions for Kid Charlemagne: “Once we found a tone that we all agreed on, Donald Fagen and Walter Becker would say, ‘Yes, that’s cool,’ then really it was just a case of, ‘You want to try one?’ And they would hit the red button and it’d maybe be, ‘How you doing?’ and I’d say, ‘Yes, let’s try it again.’ Then all of a sudden some magic starts happening. Very patient, there were no suggestions of licks or anything like that. I did two hours’ worth of solos that we didn’t keep. Then I played the first half of the intro, which they loved, so they kept that. I punched in for the second half, so it was done in two parts and the solo that fades out in the end was done in one pass.” All in a day’s work.

The Royal Scam

A few words on Larry Carlton’s celebrated guitar tone are in order. We start with the amp. Remembering that session, he also recalled: “I can’t remember why but I decided to take my little Tweed Deluxe with my 335 and that became my lead sound with Steely Dan.” Making the list of Guitar Player magazine’s top 50 guitar tones of all time, he shaded some light about his technique: “I have the claw thing happening down there on the strings when I play. It lets me know where I’m at, but I’d have better technique if I held my hand free of the strings. I pick hard. In fact, I overplay the instrument. I’ve been squeezing a pick since I was six, and the pressure has curved by index finger. At this point, my hands have molded themselves to fit the guitar.” About that Tweed Deluxe: “That’s the amp that I used for the Steely Dan sessions and I don’t even remember why and how I’d brought the Tweed in, because I didn’t use it on any other sessions, only the Royal Scam, Aja, and Donald’s Nightfly album.”

One more important part of his gear was the volume pedal, which he started using during his work as a member of the Crusaders in the early 1970s: “In 1971 I got my first volume pedal and I used it on the first Crusaders album, and that became an identifiable Larry Carlton sound, so that was a way to play where I wasn’t just chucking rhythm or playing licks. In the right hands, that can really enhance a track without it being so typical guitar.” Listen to his guitar on the Crusaders’ take on Carole King’s So Far Away to get the idea.

Larry Carlton The Crusaders
Larry Carlton with the Crusaders

And of course the guitar, the iconic ES-335 by Gibson, that now manufactures a signature guitar after him. Carlton played most of his session work throughout his career with that guitar. Describing the guitar in a rig rundown: ‘When I first started doing session work in late 1969, I never knew what sort of music I was going to have to play on the next session, so I had to take many different kinds of guitars – a Fender Telecaster, a Stratocaster, a jazz guitar of some kind, an acoustic guitar, and usually a Les Paul – and I wished for and found a guitar which could cover many of those sounds so I didn’t have to always carry so many guitars. For me, the 335 is a guitar I can play country music on, pop music, I could play the blues, straight ahead jazz, so it seems that that guitar is as versatile as my playing could be – a really good find.” He recalled the first time he laid his hands on the guitar: “The little store I went to in 1969 to buy a 335 had three 335s hanging on the wall, and I chose this one out of it because it sounded the best to me, and the rest is history.”


Larry Carlton had an active role in Steely Dan’s next album and their crown achievement, 1977’s Aja. Celebrated for its rich arrangements and excellent production, it is less a guitar album than its predecessor, but Carlton’s role in it is no less important. In the Classic Albums episode dedicated to the album, Carlton talks about his duties beyond those of a guitar player: “I think of myself as the person they had wanted to be the liaison between themselves and the studio musicians. They would give me their demo tape and they had those wonderful piano parts on it and many of the bass parts were there also. And I would be the person that would take those notes off of the tape, fill in the blanks when they were not sure what they wanted to be played, and then I would take that chart to the session and I would be the person who was familiar with the song out in the studio with the studio musicians. So if Donald or Walter would say: ‘Larry, when we go to the bridge with such and such’ I would be able to tell the musicians: ‘bar 19, B flat 7 with a flat 9…’.

The album produced a number of hit singles, including Peg (on which he did not play), Josie and Deacon Blues, which Walter Becker described in his dry wit: “The protagonist is not a musician. He just sort of imagines that that would be one of the mythic forms of loserdom to which he might aspire, and who’s to say he’s not right?”. However his best parts in my opinion are on the epic title track Aja, for which I dedicated full article, and Home At Last where he plays along Bernard Purdie, Chuck Raney and Victor Feldman. The album is unique in its ability to reach mainstream success along with artistic mastery. Carlton on this: “Donald and Walter loved sophisticated harmonies but they are rock n roll guys. We are contemporaries as far as age so we were all brought up listening to the 60s. I know that they love rock n roll but they also have a passion for harmony which as do I. All the players they used, we love great feeling rock n roll music but we love harmony.“

Steely Dan’s last album of the period was Gaucho, an album recorded after their return to New York. Carlton was not part of the sessions that included mainly New York studio veterans. The big hit was Hey Nineteen, a shining moment for another guitar great, Hugh McCracken. However my favorite track on the record is Third World Man, one of the slowest songs Steely Dan ever recorded and featuring Larry Carlton’s best solo for the band in my opinion.

How did his solo end up on the song if he did not participate in the album’s recording sessions? The track began its life a few years earlier, at the time called Were You Blind That Day and with different lyrics. In 2011 Carlton recalled: “When Billboard Magazine came out … about Gaucho, it’s writing about the news ‘Steely Dan released … bla bla bla … and great guitar solo by Larry Carlton’, and I said, ‘but I didn’t play on Gaucho!, they’d cut it in New York, I didn’t play on it!’. So I found out later: they had finished mixing in New York, and one of the second engineers erased one of their master tracks. So ‘Third World Man’ was in the can from The Royal Scam and they had to reach back into the old tapes and find something to finish the album, and that’s how I ended up on Gaucho playing Third World Man”. The accompaniment and solo, very different from the rest of his work during the Royal Scam period, is a class act in following and enhancing the song’s mood.

Guitar Player May 1979

Jon Herington, who acted as lead guitar man for the band on their tours since 1999, was asked in an interview what is his favorite guitar solo in their repertoire. Quite a qualified man to answer that question, and he did not hesitate: “Hands down, my favorite solo on any Steely Dan record is Larry Carlton’s Third World Man. Donald and Walter must have thought that was a great take, because originally, it wasn’t even on the song. It was done in an earlier recording session. And I think the only reason they kept it and tried to write a new lyric later that became Third World Man was because they loved that solo so much. I love that solo too. It’s one of the greatest pop guitar solos ever recorded. It’s so melodic, and the sound is fantastic. It has a great shape, the whole way it moves and climaxes.”

Summarizing Larry Carlton’s contributions to the band, Walter Becker said: “With Larry, every pass he made was something good. His disposition was so even that it always seemed fairly easy, even if it took a while to get what you finally wanted. It was mostly just a question of stating clearly what the idea was that you had in mind. If we had something in mind that was even remotely appropriate for Larry, he could do it well. It was never like pulling teeth with Larry, as it had been with many other players.”

Larry Carlton2

And we come to the second artist that Carlton worked with repeatedly during the 1970s. Joni Mitchell’s embrace of jazz in the second part of the decade was the perfect fit for Larry Carlton’s style and his ability to blend together rock and jazz. The musical relationship between the two started when Mitchell got the Tom Scott’s LA Express as a backing band. Carlton was part of the band since its inception in 1973, and later that year participated in the recording of Mitchell’s Court and Spark, her first foray into the land of jazz. A great example of his work on that album is on the single Help Me, the singer’s best performing song on the US charts, peaking at #7 on the Billboard Hot 100, and her only top 10 hit.

Carlton said of his work on that album: “You have to be able to improvise arrangements on the spot to be a great accompanist. It’s what you do with the phrases around the vocal that can make the whole thing sound more connected. I think there’s a very good example of how to think like an arranger. When Joni sings, ‘Help me, I think I’m falling,’ I do a rake across the strings, and it makes her next phrase – ‘in love again’ – really cool because she has a chord to sit down on.”

Larry Carlton acoustic

Carlton left the LA Express after the recording of Court and Spark and was replaced by Robben Ford. The band went on to perform with Joni Mitchell on her US tours in 1974 without him, resulting in the live album Miles of Aisles. But in 1975, when Mitchell went back to the recording studio to record the album The Hissing of Summer Lawns, she invited Carlton to play on a number of tracks, including the magnificent Edith and the Kingpin, a song Mitchell described as: “Part of it is from a Vancouver pimp I met and part of it is Edith Piaf. It’s a hybrid, but all together it makes a whole truth.”

Carlton also plays on Shades of Scarlet Conquering, Mitchell’s portrayal of a southern belle with the imagery of Gone with the Wind and Scarlett O’Hara. Just how important his contributions to her music is evident by his work on this track. He recorded two tracks for the song and Mitchell, unable to choose between them, asked to include one in the final track and transcribe the other as the orchestral arrangement. A strike of genius by both artists.

I kept the best for last, as Joni Mitchell’s next album is one of my all-time favorite albums by any artist. We come to Hejira, the album for which Mitchell wrote many of the songs on the road, crossing the US from coast to coast by car. The travelogue-like lyrics, set to music that was composed mainly on guitar, required sparse arrangements and on most songs there are only two or three musicians accompanying her. Mitchell takes the role of rhythm guitarist, while Larry Carlton plays lead electric guitar on four of the tunes and an acoustic guitar on another. Carlton had this to say about the recording process: “The sessions were done one person at a time. When I came in to play all I had to listen to was Joni’s acoustic guitar and her vocal, and she just had me go out into the studio and react to the music. She gave me no direction, there was no time ahead of time to learn the songs – that’s never the way we’ve done our sessions – we come in fresh and we react to the tunes on the spot. On that record Joni had me play three, four, maybe five takes of reaction guitar, and then that would be the end of it. I would leave and she would later choose and pick which of my reactions she really wanted and agreed with on that song, and I think she did a great job of editing my parts, they fit like a glove on her tunes.”

Amelia is one of the album’s highlights lyrically and musically. Mitchell said of the song: “In this song, I was thinking of Amelia Earhart and addressing it from one solo pilot to another, sort of reflecting on the cost of being a woman and having something you must do.” Carlton really shines here, opting to leave the musical licks behind and instead use single long notes that sometimes sound like a slide guitar. I can’t think of a better way to accompany Mitchell’s voice and rhythm guitar.

Carlton keeps this technique on Black Crow, a much more energetic tune with masterful playing by Mitchell, Jaco Pastorius and Carlton. It’s truly amazing how the three instruments sound together here. Many rock musicians struggled with Mitchell’s odd guitar tunings, not Carlton: “For her to use those tunings… was like playing with a jazz player who’s using different voicings. I still hear what the chord is – even though it sounds unique and beautiful the way she tuned her guitar. But, no, it was not a special challenge.”

Perhaps the best compliment to Larry Carlton’s playing comes through a story from Joni Mitchell’s tour of the US in 1979, resulting in the live album Shadows and Light. She enlisted the gifted guitarist Pat Metheny for the tour. Metheny was a few years into his solo career and already a star guitarist. Today he is considered one of the best and most successful modern jazz guitar players. He is also one of the most melodic players in any style of music, with many memorable melodies sprinkled across his albums. When he was faced with the task of coming up with guitar accompaniment for the tour, which featured many songs originally played by Larry Carlton, he was trying to come up with original parts of his own. Hard as he tried, he could not come up with better parts, and later said that Carlton’s work was not just the parts, it simply came to define the songs. Edith and the Kingpin was one of the examples he gave. Metheny did get a solo feature on the tour and album, a beautiful and emotional improvisation at the end of Amelia.

Larry Carlton said it best: “I think solos on a vocal record have to be very melodic. The music I listened to and liked during my formative years was very melodic. So when I play the guitar, I hear melodies.”

Larry Carlton

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17 replies »

  1. Great insights and long overdue analysis.. Love the linking of the Dan and Joni. Where would the world be without these three! Keep
    Up the great work and thanks!

  2. Thanks for info. Metheny always been one of my favorite all time. Just saw Larry for the 2nd time. Incredible. What a compliment from Pat. Larry Carlton is a genius .

  3. I believe Denny Dias did the solo on Aja, Walter Becker on Home at Last, and Carlton on I Got the News.

  4. Interesting article! Also worthy of mention in terms of production of ’70s Steely Dan material is the legendary recording engineer master, Roger Nichols.

  5. I came across this post after revisiting some of Joni Mitchell’s 1980’s recordings for a post of my own. Like you I love album credits and have used them to plot the progress of different players. But what you highlight for me are the connections – in your post about the Joni Mitchell album Hejira I had not realised its connection the the whole Rolling Thunder thing. As someone once said “Only connect….”

  6. This was splendid. My heart skipped a beat when I saw the title of the article. Joni and Steely Dan, two of the greatest! No one writes more sophisticated “popular” music than these two. “Amelia” is probably my favorite song. Great insight by the writer. I’m going to go back and break these songs down even more! I went to Joni’s “Shadows and Light” concert stop on LA at the Greek and I was in heaven.

  7. Great article, lots of interesting information! Thank you! Larry Carlton plays guitar in a few albums that belong to my desert island list. In addition to Aja, Gaucho (Third world man) and Hejira there are two classic Bobby Blue Bland albums: His California Album and Dreamer. Do you have an opinion about these? Moreover, I have never been able to recognize who plays the solos in these albums…

  8. Great article! One of the things I love about Joni Mitchell’s Hejira, is how sparse the back-up musicians are, like you said in another article specifically about the album. I want to point out, however, that Carlton does not play on Joni’s “Coyote”, it’s just her, Jaco and Bobbye Hall on percussion. Jaco’s doing so much harmonic work on bass, that it might seem like there’s a guitarist in there, but there’s not.

  9. I think that to describe the arrangements on Hejira as “sparse” is misleading. It may only be a few players, but most of Joni’s guitar parts are done with multiple, highly arranged, complicated, and overlapping takes which are then panned all over the place so the guitar is coming from all over the place. Add in different chorus, flanger, and phaser effects on the different guitar parts, and “sparse” is the last word I would use, even before you bring in Jaco, Larry, and the rest.

  10. Incorrect on the Larry Carlton contributions on Katy Lied. He also played the solo on Bad Sneakers as well as Daddy Don’t Live in that New York City No More.

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