Steely Dan Comes Up Swinging: Number Five With a Dildo

Steely Dan's origins and surprising success, as recalled by Walter Becker, Donald Fagen and Jeff Baxter

Steely Dan, (L-R) Jim Hodder, Walter Becker, Denny Dias, Jeff 'Skunk' Baxter and Donald Fagen, 1973. Credit: Michael Ochs Archives/Getty

Now we're all here," said the 30ish black man in the natty maroon suit, "we're gonna do it to ya. We gonna have ourselves a time." The audience roared. He stumbled out of the spotlight an instant, then bobbed back to declaim in a belligerent, ass-pinching tone, "Your friends who stayed home, you can just tell them, 'Baby, you missed. You missed it.' " Three thousand people stomped and whistled.

"Yeah. Because we got the best damn thing ever happen to Santa Monica right here. Right on, right on." More audience roaring.

"... 'Cause we got ... Mister ... Mister ... Steely Dan! ... Mister ... whatever."

Mister Steely Dan? Mister Whatever?

The buildup was done by one Jerome Aniton, Steely Dan's announcer. "We dig him," says pianist Donald Fagen with a wry smile. "Nobody does better buildups than he does. 'Mr. Whatever'! Once he introduced us as 'Stevie Dan.' "

Whatever. OK, good question: As they say in the science fiction movies, who—or what—is Steely Dan?

It's what it seems. Says bassist Walter Becker: "We like the suggestion of a big guy named Steely Dan."

It's also a rubber penis, one of a dynasty of dildoes in William Burroughs's Naked Lunch.

Principally, it's Tristan Fabriani. (The name doesn't ring a bell?)

In point of musical fact, it's five musicians, augmented at times with various sidemen, who have jazz and rock backgrounds and a lot of experience as studio musicians. The Steely Dan sound is unmistakable: nasal singing voices, double lead guitars and jazzy piano, doing firmly constructed and neatly arranged tunes. The lyrics are relentlessly difficult, the themes emerging as cowardice, obsession, low-life violence and self-deception, all performed over a rock-solid rhythm that has at the same time a jazzlike lightness and swing to it, often even a Latin beat.

"I'm not interested in a rock/jazz fusion," says Walter Becker. "That kind of marriage has so far only come up with ponderous results. We play rock & roll, but we swing when we play. We want that ongoing flow, that lightness, that forward rush of jazz."

Together with the challenging lyrics, this unique brand of rock sounds like the kind of thing that could go over with critics, and it has. But it has also won a popular following. Nobody knows what that following consists of. At the Santa Monica concert the high schoolish, collegeish crowd wore no particular pop uniform—glitter, psychedelic flash or raggedy jeans. But the band has had two Number One singles, "Do It Again" and "Reelin' In the Years," and by the time of the Santa Monica concert, "Rikki Don't Lose That Number" had been climbing the Hot 100 for 11 weeks and was currently the Number Five single in the Cashbox charts. The Pretzel Logic album had been on the charts for four months, the last eight weeks wandering around in the 20s.

Mr. Whatever, indeed. For that matter, who is Jerome Aniton?

"He used to drive our equipment truck," says Fagen. "We had to fire him because he kept hitting auditorium doors with the truck, but we kept him on for his buildups."

Tristan Fabriani is credited with the liner notes on Steely Dan's first album, Can't Buy a Thrill. And strange liner notes they are, if you trouble to read between the splotches that decorate the back cover like nocturnal emission stains on a paper bag: "Hear the raw urgency of Jeff 'Skunk' Baxter's solo on 'Change of the Guard' and savour his tasteful utilization of the spinal vibrato. Or hear how he displays the cunning of the insane on steel guitar in 'Fire in the Hole.' "

"Tristan Fabriani is a collective persona of Donald's and mine," explains Walter Becker. "The notes were intended to amuse and to ... cast an oblique light on the music."

Obliquity is Becker's style. He wears smoked glasses, accenting a somewhat gnomish face marked by high cheekbones and an upswitched nose. He has the fool, slouched posture and crooked, potentially menacing smile of somebody who was probably a sarcastic outcast in junior high school. Chortling soundlessly he can assure a reporter, "I think it important in a story of the sort you're doing to have some misspellings." When he wants to end a conversation he may sign off by cracking, "Don't tell me about it, I'm tripping."

The Tristan Fabriani name, says Becker, dates back to the days when he and Fagen, who write all Steely Dan's material, were working in Jay and the Americans' backup band. "We got tired of being introduced as Walter Becker and Donald Fagen, so we had them announce us as Gus Mahler and Tristan Fabriani.

"I hasten to point out that I am not particularly fond of the music of Gustav Mahler."

Donald Fagen is an ironist too. The pinched rectangular face of his photos, which has led to his being called "a rock & roll Victor Mature," in person turns out to be dominated by an alarmingly long nose, wide mouth and high forehead, giving him the aspect, perhaps, of a mad scientist. He no longer is introduced to audiences as Tristan Fabriani, but with his own band he still doesn't run it straight when it comes to introducing himself. Naming the members of "our little orchestra" from his seat at the piano, he winds up, "and yours truly ... Mary Tyler Moore." His irony is less in the razor blade and more nearly in the lanky, swallowing-his-words, country-western mode.

The Becker and Fagen team formed seven years ago at Bard College, a tiny, hyper-intense institution across the river from Woodstock ("if that means anything") in Annandale-on-the-Hudson, New York. Inevitably, in this rustic Gothic enclave, they started playing and composing as a team; in a population of 600, musicians are bound to gravitate together. "We were trying to form a band like this even back then," Walter says. "It was pretty frustrating. We couldn't get the musicians we needed to make our music work, there just wasn't enough of a population cut to get first quality musicians for everything. I mean, I was the lead guitarist."

They were drawn together by mutual tastes for jazz, of all periods from Dixieland to Coltrane, and for the apocalyptic avant-gardism of the period, which necessarily included Naked Lunch and a brief round with the Timothy Leary acid messianism.

Becker had been playing guitar, essentially untaught, for some time when the two met. "I learned music from a book on piano theory," he says. "I was only interested in knowing about chords. From that, and from the Harvard Dictionary of Music, I learned everything I wanted to know."

Fagen had studied jazz piano in high school. "Before I went to college," he says, "I had a prejudice against rock & roll. But people there introduced me to the Beatles and the Stones, who were incorporating jazz idiom into rock—without, I suspect, realizing it.

"Dylan, of course, Dylan has influenced everybody, it's too obvious to mention. I also liked Zappa. I first went to one of his shows under the impression that the Mothers were a jazz group. I went home very impressed. I liked the music—he had Ray Estrada with him, Ian Carmichael—and I liked his use of two drummers." In live performance Steely Dan uses two drummers, playing in anthracite-hard unison, and there is something perhaps Zappaesque in the way Fagen leaps around: while "conducting" the group.

After Fagen graduated from Bard and Becker was asked to leave—something about lack of seriousness on his Work-Study Program—the two for a while tried to peddle their songs in New York. Not surprisingly, they didn't find much market for them, running as they did to lyrics like, "Do you throw out your gold teeth/Do you see how they roll?"

A random career of gigging followed, in the course of which they met both their guitarists, Denny Dias and Jeff Baxter. With Dias they actually tried to form a group in Dias's home town of Hicksville, L.I. "Neither of them drove," remembers Dias, a dropped-out Medical Computer Science student. "So I had to drive out to the Queens train station to pick them up for rehearsals." The commute helped kill the band.

So Becker and Fagen went back to New York and worked with Jay and the Americans in their backup band during 1970 and 1971. Jay Black remembers them, all right; he remembers them as "cocksuckers who I may kick in the ass next time I see them."

He qualifies this by saying that he understands people get "cocky" when they're "young and successful." As musicians, he professes the greatest admiration for them. "There are no finer songwriters in the country. They are kind of like the young George and Ira Gershwin, they haven't reached their peak. If they don't blow it by being assholes, they'll be around for a long time." Black says he "recognized their talent as songwriters immediately. Gave them living money, introduced them around. They developed with me." Becker and Fagen regard their gig with Jay and the Americans essentially as a way of making a living; it was nowhere to get their songs performed.

They met Jeff Baxter at a studio session job. With Dias, he was one of the few to like their songs, and told them to give him a call whenever they put together their band. It was not only a musical affinity—Baxter says Naked Lunch is also one of his favorite books.

"I got into William Burroughs through jazz," says Becker. "There always used to be a Beatnik Corner in the bookstore—Ginsberg, Corso, Snyder and so on, and that's where I first came across Naked Lunch. Naming ourselves from something in the book shouldn't be read too literally, though—for us the name has other associations, such as the fact that our band has a pedal steel guitar—but we have certainly picked up on some of his world view.

"I admire Burroughs a lot," says Becker, choosing his words carefully. "I think certain of his ideas are valid. His ideas about control, for instance. ['You see control can never be a means to any practical end ... It can never be a means to anything but more control ... like junk ...'] Not just in the drug sense, but control by laws, by media, by newspapers and so on. It's an extreme idea, but I think valid."

Steely Dan's lyrics don't have the total destroy-the-word program of Burroughs's most ambitious writings—Becker, in fact, admires Burroughs's earlier, more journalistic book, Junkie—but they are far outside the pop-lyrical mainstream. Some are elegant surrealism: "If you come around/No more pain and no regrets/Watch the sun go brown/Smoking cobalt cigarettes." Often they are informed with a bizarre wit: A Buddhist saint is entreated: "Would you take me by the hand" and "Can you show me/The shine of your Japan/The sparkle of your China."

But what do you make of "After closing time/At the Guernsey Fair/I detect the El Supremo/From the room at the top of the stairs"? Not surprisingly, some listeners have looked to a key to "decipher" their lyrics, like Dylan "interpreters" of seven and eight years ago. There are autobiographical references, to be sure: In "My Old School" there is reference to a real train, the Wolverine, which takes the singer up to Annandale-on-the-Hudson, site of Bard College. But the later verse, "Oleanders growing outside your door/Soon they're gonna be in bloom/Up in Annandale," offers the difficulty that oleander (a poisonous decorative plant common in Southern California) does not grow in Annandale.

"All our lyrics are calculated and literary," says Becker. "They are not personal documents. We use autobiographical material, but the autobiography is not what the lyrics are about."

So what are the lyrics about? "I don't expect anyone to understand me the way I understand myself. Whatever people get out of these songs, it's fine." What Donald Fagen said in Steely Dan's first press handout, perhaps casting an oblique light, was: "Our lyrics contain certain associations which we hope will evoke in our listeners the sensation that they are remembering something they forgot a long time ago. Perhaps thousands of years ago! Before they were even born!"

"We play for ourselves," says Becker, "but I would analyze our audience this way. There are some who just come when we have a hit record—a percentage, maybe as much as 30%. Most of the audience is people who like our catchy tunes. And then there are some who have really gotten into the lyrics and the music, what I'd call the cream of our audience."

Curiously, this sophistication of lyrics and music has never gone over in the town Becker and Fagen consider home. "I'm not sure why we're not accepted by New York critics and concert audiences," Fagen ponders, sitting on a sofa like a half-opened jackknife, in an L.A. house that looks as if it has never been quite moved into; odds and ends of music and art paraphernalia stacked about. "I think of us as a New York band. We moved out here to Los Angeles because it's where the music scene is. Maybe that's why we aren't accepted, maybe they think we betrayed New York. But now there are even people who think we're some sort of L.A. Beach Boys/Byrds outfit.

"I don't love L.A. particularly. I mean, it's comfortable to live here"—he gestures out a picture window which shows a moth-eaten lawn and a smoggy view of the San Fernando Valley—"but you know they've got it all set up so you never see any poor people? You never have to drive through Watts, say. When we moved out here, after a while we realized we hadn't seen any black people—it really stuck out. 'Where'd half the people go?'

"Actually one thing I do like about living in L.A. is that there's a jazz station. New York jazz radio plays nothing but New Jazz these days, that post-Coltrane blowing. I play a little alto. It's fun, you know, there's practically nothing more fun than blowing your head off on the saxophone. But it's not necessarily fun for anybody else.

"I like composition. I like arrangement. And Walter and I have always felt there was a place for intelligent lyrics in well-played music. We happen to write in a short, three-to-five-minute mode. In a sense we're miniaturists. We're fortunate because that happens to be a length that radio stations will program. But most of the classic jazz he and I admire is short too. In my opinion, Duke Ellington never wrote anything worthwhile over five minutes long."

Steely Dan recently paid tribute to two classic jazz musicians on Pretzel Logic. "East St. Louis Toodle-Oo" was Duke Ellington's theme song for ten years, and his recording of it was made almost 50 years ago. The Dan plays it practically note for note, with Denny Dias doing Bubber Miley's trumpet solo on electric sitar and Jeff Baxter reproducing Tricky Sam Nanton's trombone part on pedal steel. Their be-bop tribute, "Parker's Band," includes a brief Charlie Parker quote from "Bongo Bop."

Like their songs, this isn't the kind of thing most rock bands get into. Walter Becker, though, isn't surprised that they're getting away with it. "People laughed at these songs for years. But in my heart I always knew we'd written good songs, and some day people would like them."

Some day came in 1972. Gary Katz, one of Richard Perry's original partners in Cloud Nine Productions, had left Avco Records and spent nearly two years "lying in bed looking at my big toe." A tall, sincere stringbean of a man—a self-confessed basketball dropout, in fact—he got to be friends with Becker and Fagen during that time. "For the first year after I heard their songs," he says, "I just couldn't hear them. Then one day they hit me—wow."

Then in '72 ABC-Dunhill Records decided it needed "what were they calling it then—'underground' acts?" and a friend working for ABC in Los Angeles called Katz and suggested he apply as a producer. To his surprise, Katz landed the job with an offhanded note, and immediately a Trojan Horse plan went into operation. Katz signed on in L.A. on the condition that Becker and Fagen be hired as contract songwriters at ABC. "They did sincerely try to write for the Grass Roots, too," says Katz. "For instance, they wrote a song called 'Tell Me a Lie' [which was never recorded]."

The Grass Roots weren't having any, even with a classic Grass Roots title like "Tell Me a Lie." But meanwhile Steely Dan was being assembled in the basement of ABC. Katz sent for drummer Jimmy Hodder, who had been with the Bead Game, a Boston group Katz had once produced. Hodder, a figure from the Boston studio-session scene, naturally knew another sessionman: Jeff Baxter, Mexico City–born son of a J. Walter Thompson executive vice president.

The original incarnation of the band had creditable antecedents among hip bands that never made it. In addition to Hodder from the Bead Game was Baxter from a late incarnation of the unfortunate Ultimate Spinach, and for a brief while the group had a lead singer named David Palmer who had been with a group called Middle Class, managed while it existed by Carole King and Gerry Goffin.

All three musicians Katz summoned into the final form of the band in '72 were anxious to be in it. Baxter and Dias had long hoped to be in a band that would be the vehicle of Becker/Fagen compositions. As for Hodder, the sun-tanned drummer, he says, "I'm spoiled by them. They are two of the best songwriters on the planet, up there with the old Lennon/McCartney and Paul Simon."

For their part, Becker and Fagen were glad to have a band to put their songs over. Fagen can jest, after running morosely through all the stations that can be received on his car radio, "That's why I play music. I can't stand anything I hear on the radio."

That statement of Fagen's reveals something about the group: the streak of hard perfectionism that runs through the outfit. Their sound system for live performances, for instance, is the same one that toured for a year and a half with the Mahavishnu Orchestra. For the 2,918-seat Santa Monica Civic Auditorium, says Dinky Dawson of Dawson Sound, he set up "32 acoustic-suspension bass speakers, 40 domes for the high end and 216 hand-wound mid-range speakers. In effect, it is a huge home stereo set." It's surprisingly small, a low mound of black boxes jumbled at either edge of the stage.

"It's nothing like the usual horn-loaded speaker system, which is a way of amplifying sound that is descended from PA systems. The name says it—public address: They were designed for speaking to crowds, not for reproducing music, so you have all sorts of jangling and head-rattling when you try to play loud music on them.

"But with a system like this one, you can stand in front of a speaker for an hour and your ears won't even ring." Still, at a sound check, Dawson put a cassette of an Emerson, Lake and Palmer drum solo into his system and got enough volume to break four lights in the auditorium ceiling.

The perfectionism shows up in such things as the group's choice of photos. A photo date is set up for a Friday. Then Saturday is decided on as a better bet. When asked on a Thursday afternoon to confirm the Saturday date, Walter hums a tune, dances a few steps and makes with a distant grin. Something is said to the effect that he and Donald "have some ideas" for the photo.

Road manager Warren Wallace turns a slightly ashen shade and asks someone to tell Joel Cohen, the group's manager, that it's "not quite ... definite ... for Saturday." The implication is that when Becker and Fagen are "thinking," a rhythm has been set in motion which isn't likely to jibe with anybody's deadlines.

Sometimes brute force wrestles their perfectionism to the mat. Dotty of Hollywood (alias Alma of Andromeda), who lives with Donald Fagen in a house on a street with an absurdly L.A. name—something like Sunview Heights—went through a bout on the band's behalf when she designed the cover of their second album, Countdown to Ecstasy.

"I did this painting for the cover," she says, "designed it with room for the logo and the title and everything." It shows three pink, hairless creatures slumped in chairs in a featureless greenish space. One is staring in dismay at some white spots. Another is regarding the same spots with utter boredom. The third is looking out at us with a peculiar, curdled expression. "Then Jay Lasker, the president of ABC, came back to me and said, 'Listen, that's no good. On the back cover you've got a photo of five guys and on the front you have only three guys. People are going to ask, "Where's the other two guys?" You've got to put two more guys on the front.'

"I told him, it's not a portrait of the guys in the band, it's just a painting. But the pressure was really on. I pondered it for a week before I found a way to put in two more guys without wrecking the design." They took the form of smaller, ghostlike figures in an upper corner. One has a puzzled expression, the other looks resigned.

Perfectionists have their admirers. "They're one of my favorite groups," said Frank Zappa in Miami, briefly speaking in a serious vein. "I like their modality, their melodicism. Their lyrics aren't bad in that vein they're working, that downer surrealism.

"As relaxing listening music, I'd give it a 98. One person in our band, Ruth Underwood, would give them about a 120. She really fetishes 'em. She's usually got their cassette reamed into her ear."

"Oh yes, I've heard of them," said William Burroughs, visiting New York. "Rolling Stone gets to England, you know." He said he had heard only one track from an album of theirs, "East St. Louis Toodle-Oo." Liked it.

Panorama of the City of Interzone. Opening bars of "East St. Louis Toodle-Oo"... at times loud and clear then faint and intermittent like music down a windy street....

The Composite City where all human potentials are spread out in a vast silent market.... Not a locked door in the City. Anyone comes into your room at any time. The Chief of Police is a Chinese who picks his teeth and listens to denunciations presented by a lunatic. Every now and then the Chinese takes the toothpick out of his mouth and looks at the end of it. Hipsters with smooth copper-colored faces lounge in doorways twisting shrunk heads on gold chains, their faces blank with an insect's unseeing calm.

Strangers arrive on rafts of old packing crates tied together with rotten rope... they are escorted by a drunken cop to register in a vast public lavatory.... The City is visited by epidemics of violence, and the untended dead are eaten by vultures in the streets. Albinos blink in the sun. Boys sit in trees, languidly masturbate. People eaten by unknown diseases watch the passerby with evil, knowing eyes.

—from Naked Lunch
by William Burroughs

"I'll tell you what I like about our group," says Fagen. "What I like about us, outside of our technical accomplishments, is that our music scares me more than anybody else's. The combination of the words with the music—like a cheerful lyric and a sad or a menacing melody, or vice versa—I find that irony frightening. The idea is frightening, the idea that somebody would think of recording that.

"I am attracted to music that frightens me. Like Coltrane's tone on the saxophone. It used to tear me to shreds.

"Not music about doom and melodrama—that kind of stuff isn't really frightening." He waves the idea away. "What's really frightening is mediocrity. The mediocrity of everyday life, the mediocrity we see around us. That frightens me."