40 Steely Dan Songs Featuring Great Guitar Solos

Steely Dan Killer Guitar Tracks

Artwork by Thomas Neokleous

Steely Dan is a band that is sometimes categorized as yacht rock or soft rock etc. In fact, for a large portion of their career Steely Dan has not been a band at all. I’m sure there are still some people who think there is a guy named Steely Dan who’s been recording pop songs since the 70s. The core members of Steely Dan have always been Donald Fagen and the late Walter Becker who passed away in 2017. The two met at Bard College in Annandale, New York in the 1960s. At college, they were both studying to become literature majors.

Besides their literature studies, Fagen and Becker had serious musical interests as well to put it lightly. Donald Fagen played keyboards while Walter Becker played bass and guitar. They headed up several bands in college including one called Bad Rock Group which featured comedian Chevy Chase of Saturday Night Live fame on drums. After college, Fagen and Becker would work on various musical projects such as film scoring and recording with Jay And The Americans from 1970-1971.

The birth of Steely Dan began in 1970 when guitarist Denny Dias placed an ad in The Village Voice looking for a keyboard and bass player who had “Serious Jazz Chops!.” Fagen and Becker answered the ad and began playing and recording in Dias’ basement in Hicksville, Long Island. Eventually, Becker and Fagen took over the band and fired them all the original musicians except Diaz. Walter Becker and Donald Fagen recruited some great talent to replace the fired band members. The new members included Jeff (Skunk) Baxter on guitar, Jim Hodder on drums and David Palmer (Dirty Work) on vocals.

In 1972, the group moved to California and recorded their first album entitled Can’t Buy A Thrill. They would keep this same basic lineup for their first three albums. The recordings also featured a host of brilliant session musicians. Becker and Fagen seemed to have come to a realization early on that the utilization of professional studio musicians enabled them to capture the sound they were looking to place on vinyl. It takes a special type of musician to play the parts perfectly when the red light goes on. Most band members fail miserably in the recording studio. In 1974, with the release of Pretzel Logic, Fagen and Becker would use studio musicians exclusively for their albums, with Dias and Baxter returning as hired guns on later records.

The point of this article however is to cover one particular aspect of Steely Dan’s work. Steely Dan’s recordings have been infused with some of the most iconic and brilliant guitar solos in classic rock history. When it comes to Classic Rock, the guitar has to be the quintessential rock instrument. Steely Dan’s list of guitar players reads like a who’s who of the music business. From Walter Becker, Denny Dias and Skunk Baxter who were permanent fixtures to the likes of Larry Carlton, Elliott Randall, Rick Derringer, Lee Ritinour, Jay Graydon, Dean Parks and Steve Kahn.

This article presents forty of Steely Dan’s greatest guitar tracks. Steely Dan’s albums are saturated with impeccably recorded songs with amazing jazz voicings from what seems like another planet. Their songs are filled with quirky lyrics about sketchy characters and Donald and Walter’s childhood memories and failed relationships. However, in the end, this article is a tribute to all the great musicians who played on these recordings.


Everything Must Go –  Released: 2003

 Guitar: Walter Becker 

Opening up our list is “The Last Mall,” from the latest (and perhaps last) Steely Dan album Everything Must Go. The tune starts off with Walter Becker’s guitar and his trademark sound and groove backed by a bouncy shuffle rhythm  played by Keith Carlock on drums, reminiscent of Donald Fagen’s “I.G.Y.:

In the second verse we hear a little call and answer between Fagen’s vocal and Becker’s guitar similar to the one in the tune “Pretzel Logic.” Becker takes a solo around the 2:06 mark followed by more call and answer.

“The Last Mall,” is a great example of Steely Dan presenting us with a nice happy sounding tune containing some deep dark and depressing subject matter. The song seems to be about American consumerism and conformity or the end of civilization as we know it, or both.

Either way, “The Last Mall,” is a great track and great guitar work by Walter Becker. As a side note, Walter Becker played bass on every track on this record as well as Keith Carlock playing drums on all tracks. This is the first and only Steely Dan record to have the same drummer and bassist on all tracks.


Two Against Nature – Released:  2000

Guitar : Walter Becker

Coming in at #39 is “West Of Hollywood,” the final track on Steely Dan’s 2000 Grammy Award winning release Two Against Nature. This is Steely Dan’s longest track coming in at 8 minutes and 22 seconds .

It features real tasty guitar work by Walter Becker in the early stages of the tune. Perhaps the highlight of the song is in the extended outro, with an amazing solo by Jazz saxophonist Chris Potter taking up almost half the track.

The whole thing is backed by a driving 2\4 drumbeat played by Earth Wind & Fire and session drummer Sonny Emory. The song’s lyrics imply a relationship which has failed or ends in death .

Two Against Nature was Steely Dan’s first album to be released since Gaucho in 1980 twenty years prior. The album was definitely worth the wait and there are more songs on our list to follow.


Pretzel Logic – Released: 1974

Guitars: Dean Parks, Denny Dias, Jeff (Skunk) Baxter

In the number thirty eight spot is “Any Major Dude Will Tell You,” from Steely Dan’s 1974 release Pretzel Logic. The song was the “B” side of the single “Rikki Don’t Lose That Number,” and is one of Steely Dan’s most simple and beautiful songs played with great feeling by some of the best in the business. The track opens up with acoustic guitar played by Dean Parks. The electric guitars are played by Denny Dias and Jeff (Skunk) Baxter. Baxter actually played the last five notes of Dias’ guitar parts because they required vibrato which Baxter’s guitar had and Denny’s didn’t.

The Pretzel Logic album features the great 70’s session drummer Jim Gordon on 10 of the 11 tracks including this one. Gordon’s drumming along with  Chuck Rainey’s bass and electric pianos played by Donald Fagen and David Paich (of Toto) hold the entire song together perfectly.

One line in this song that stands out is Have you ever seen a squonk’s tears well look at mine. A squonk is a mythical creature that lives in the Hemlock forest in Pennsylvania. He is a very ugly creature with wrinkled, baggy, wart covered skin and spends most of his time hiding and crying because he is ashamed of his appearance . Hunters try to capture squonks  but are eluded by the squonk’s uncanny ability to cry itself into a pool of tears when cornered leaving nothing but a puddle. Talk about sad! The following year Genesis would record a song entitled Squonk on their 1976 release A Trick Of The Tail.


Two Against Nature – Released:  2000

Guitar: Walter Becker

At #37 is another track off Two Against Nature. In 2001 “Cousin Dupree,” won the Grammy for Best Pop Performance by a Vocal Group, beating NSYNC’s “Bye, Bye, Bye”. An upbeat tune with creepy lyrics about a man named Dupree who’s attracted to his blossoming young cousin.

Aside from the hysterical lyrics, the song features one of Walter Becker’s most tasty guitar solos. What makes many of Walter’s solos so great is they’re not usually real flashy or incredibly dense, but the way he grooves with the bass and drums leaving enough space for everything to “breathe” sort of like jazz guitarist John Scofield’s playing. This song is lots of fun and is Vintage Steely Dan.


Two Against Nature – Released:  2000

Guitar: Walter Becker

Another great track off of Two Against Nature takes the number thirty six Spot. In the song “What A Shame About Me,” the main character is a recovering drug addict “writer” who’s day job is working at The Strand (a famous book store in New York City), when he bumps into his ex girlfriend from college, (Franny from NYU who by now has become a major star in Hollywood) in Stark contrast to the pathetic loser he is.

In spite of that, they chat for a bit While he daydreams about Goddess like images of her on the fire escape outside her Jane Street apartment. This is followed by Walter’s tasty guitar solo. She then offers him a “Mercy Hump” back at her hotel. The line “Why don’t we grab a cab to my hotel and make believe we’re back at our old school” makes reference to the tune “My Old School,” from Countdown to Ecstasy which appears at number seventeen on our list.


Pretzel Logic – Released: 1974

Guitars: Jeff (Skunk) Baxter

A jazz inspired rock tune that pays tribute to Jazz Saxophonist Charlie Parker, the song opens up with a Be-Bop style guitar solo by Baxter(in which he seems to riff on the melody of On Broadway) and is filled with references to Charlie Parker and Dizzy Gillespe. The beat is driven by two drummers Jim Gordon and Jeff Porcaro.

There’s a jazzy break about 1:33 where Fagen sings “we will spend a Dizzy weekend smacked into a trance (Smack (the street name for Heroin) the line hints at Charlie Parker’s well documented struggle with addiction). Me and you will listen to a little bit of what made the preacher dance.” Then back to the rock melody which the song opened with. This is the first of four songs from Pretzel Logic on our countdown.


Pretzel Logic – Released: 1974

Guitars: Walter Becker and Jeff (Skunk) Baxter

Continuing with our Killer Steely Dan Guitar Tracks article we take a look at another track from Pretzel Logic. Duke Ellington’s “East St. Louis Toodle-Oo,” is the only instrumental to appear on a Steely Dan record. It is also the only cover tune to be on a Steely Dan record as well.

“East St. Louis Toodle-Oo,” is the first Steely Dan track to feature Walter Becker on guitar. Becker plays an electric guitar with a wha wha pedal which mimics the sound of a muted trumpet.

The song also features Baxter playing a beautiful pedal steel solo at around the 1:03 mark followed by a killer ragtime piano solo by Fagen. A great tribute to an Icon of American music.


Aja – Released: 1977

Guitar: Larry Carlton

Steely Dan’s classic song “I Got The News,” features one of music’s most legendary session guitarists, the great Larry Carlton. This track has all the ingredients of a classic Steely Dan song. It’s got a great story in it’s lyrics about a guy who is “friends” with presumably a sketchy “Lady” on the streets whom he apparently has some dirt about.

Its got a funky Disco type beat by Drummer Ed Greene which really kicks into gear during Larry’s solo around 2:20. The incredible Michael McDonald is featured on the vocal section leading up to the solo. Walter Becker also provides some tasty rhythmic guitar plucking underneath it all.

Donald Fagen sings lead on this track as well as some amazing airy jazz influenced piano playing. “I Got the News,” could arguably be regarded as the weakest track on the Aja  album but that doesn’t diminish it’s greatness.


Katy Lied – Released: 1975

Guitar: Larry Carlton

This is another great song about an absentee father “Daddy” who drives around drinking in his Cadillac Eldorado and meeting shady characters until he meets his untimely end by either crashing his car or getting whacked. Daddy don’t need no lock and key for the piece(gun) he stole down on Avenue “G”(a street in the Alphabet city section of New York City with a large history of crime).

This section is followed by a short but powerful solo by Larry Carlton.The rest of Larry’s playing on this tune lends sort of a country meets Keith Richards type flavor to it. A very simple Rock tune with a great backbeat played by the late session and Toto drummer Jeff Porcaro provides a upbeat feel to an otherwise dark story.


Katy Lied – Released: 1975

Guitar: Dean Parks

Coming in at number thirty one is “Rose Darling,” also from Katy Lied, a typical Steely Dan love song about a late night “Booty Call” Featuring session guitarist Dean Parks. He plays real tasty stuff throughout as well as a very sweet sounding solo towards the end of the track.

Great Drums again by Jeff Porcaro and perfect backing vocals by Michael McDonald. Another deep album cut that’s definitely worth a listen.


Katy Lied – Released: 1975

Guitar: Rick Derringer

“Chain Lightening,” is another track off Katy Lied. It features legendary Rock guitarist Rick Derringer (Rock and Roll Hoochie Coo, Hang On Sloopy). It’s a slow swinging blues number in the vein of Pretzel Logic (next on our list), with a laid back but powerful shuffle feel by Jeff Porcaro on drums.

Rick Derringer’s guitar work is the star of the show here especially the killer solo that comes in at about 58 seconds in and goes till 1:53. It’s a fairly extended solo for a 3 minute song but so good he could have went on for another 20 minutes.


Pretzel Logic – Released: 1974

Guitar: Jeff (Skunk) Baxter

The title track off the 1974 record Pretzel Logic deals with twisted thinking and delusions of grandeur and perhaps a bit of time travel. The song features one of the great session drummers of the 1970’s Jim Gordon. We can probably do an entire article on him. Timothy B. Schmidt (Poco, Eagles) performs backing vocals on this one as well.

Walter Becker’s guitar playing really shines on this track from the early call and answer to Fagen’s vocals to the two solos he plays. The solo that closes the song is one of his best.


Katy Lied – Released: 1975

Guitar: Elliot Randell

“Throw Back The Little One,”s seems to use fishing as metaphor for putting up with all the nonsense in the “Music Biz” and sell out a little bit to eventually get the artistic freedom you want.

Elliott Randall plays guitar on this track (flawless as usual). Elliott also played the iconic solo(s) on Reelin’ In The Years which may be appearing a little later in our countdown.


Pretzel Logic – Released: 1974

Guitar: Jeff (Skunk) Baxter

“Night By Night,” from Pretzel Logic appears to be about a homeless grifter biding his time till something better comes along or it’s about someone trying to kick a habit and rejoin society or both or none. Steely Dan’s songs are full of double and triple entendres and ambiguity. Another great track with Jeff(Skunk) Baxter on guitar.

A great solo comes in at 2:01 and features a touch of octave playing in the solo at 2:15 sounding like Tony Iommi meets Wes Montgomery. Night By Night marks the first studio recording of a then 19 year old drummer named Jeff Porcaro. And as they say the rest is history.


Can’t Buy A Thrill – Released: 1972

Guitar: Denny Dias

“Midnight Cruiser,” features drummer Jim Hodder on lead vocals and Denny Dias on guitar. The song is either about a person who’s life has somehow passed him by before he can realize his dreams missing many opportunities along the way failing to strike while the “Iron is hot”.

However, if the first word of the song is Thelonious instead of Felonious, the song becomes about jazz great Thelonious Monk. The title “Midnight Cruiser” becomes reference to Monk’s jazz classic Round Midnight. Either way its a sad song about regret and wishing one could go back to a better time.

The guitar work on this track compliments the lyrics perfectly. Dias plays a George Harrison sounding lick after each chorus and then rounds it out with a beautiful solo with a double tracked guitar. One of Steely Dan’s greatest songs.


Katy Lied – Released: 1975

Guitar: Denny Dias

Throwing out your Gold Teeth is a metaphor for gambling away the last little bit you are worth, in the case of this song it could refer to Fagen and Becker’s exclusive use of hired guns to play on their records (“Who are these strangers who pass through the door who cover your action and go you one more.”)

Aside from the intro, the song is basically a jazz waltz. Denny Dias was a founding member of Steely Dan and by this point is not an actual band member anymore but rather a hired gun to play on certain tracks.

Denny is a seasoned jazz guitarist and his solo on this song is one of his finest. Denny would be hired again in 1977 to play on the title track on the Aja album.


The Royal Scam – Released: 1976

Guitar: Elliott Randall  

Sign in Stranger is the first of five tracks on our list from Steely Dan’s 1976 masterpiece The Royal Scam. This is a song about someone (Zombie) signing his life away and joining a corrupt underworld organization. Once you “Sign In” there’s only one way out, thus the term Zombie.

The line “Pepe has a scar from ear to ear, he can make your mugshots disappear” refers to a guy who has been whacked but we’ll say it’s you (Zombie) instead . In return Zombie has to “Walk around collecting Union Dues” (Gambling debts).

The song is sort of a Reggae style vamp with legendary session drummer Bernard Purdie in the driver’s seat. The whole thing kinda’ opens up in the end with a brilliant guitar solo by Elliott Randall to take us out.


Gaucho – Released: 1980

Guitar: Larry Carlton 

By many accounts, “Third World Man,” was a track which was leftover from 1977’s Aja sessions. The Gaucho album was supposed to include a song entitled “The Second Arrangement,” which Donald Fagen spent many hours in the studio to obtain the perfect recording. The morning after it was completed a studio technician came in and accidentally recorded a tone track over the master (all was lost but the last few seconds of the fade out). Fagen attempted to re-record an entirely new The Second Arrangement but it wasn’t to his liking and never made it on the album. The master of it has since “leaked” out and can be heard online if you Google The Lost Gaucho. Third World Man was basically a finished recording needing only a lead guitar track.

Third World Man was basically a finished recording needing only a lead guitar track. Larry Carlton was hired to play guitar on what would be the last song on the last side of the last Steely Dan album of the 20th century. It would be 20 years before Steely Dan would release their comeback album Two Against Nature. Third world Man is a very haunting and dark sounding tune equally as dark in it’s lyrics. The song is most likely about a war veteran suffering from Post Traumatic Stress Syndrome PTSD.

Keep in mind that Gaucho was released in 1980. The Viet Nam war had ended only five years prior. In the song Johnny has flashbacks when he hears “Fireworks” thinking he’s “dreaming” till he hears “the neighbors screaming”. Perhaps he’s even homeless and a drug addict such as the case with many vets. His condition has reduced him to a “Third World” lifestyle.

The song may also be using combat as a metaphor for Water Becker’s battle with heroin addiction at the time. Walter was largely absent during the Gaucho sessions leaving most of the heavy lifting to Fagen.

Johnny’s flashback in the tune is accentuated by two booming drum breaks by the legendary Steve Gadd and is followed by what many have referred to as Larry Carlton’s most emotional guitar solo.


Can’t Buy A Thrill – Released: 1972

Guitar: Jeff (Skunk) Baxter

Taking the number twenty two spot is “Change Of The Guard, from Steely Dan’s debut record Can’t Buy A Thrill. It’s an upbeat Rock tune perhaps announcing or celebrating the ever changing music scene and Hippie counter culture of the 1960s.

Although Can’t Buy A Thrill was released in 1972, it was only the band’s first record so it would be entirely plausible that this tune could have been written a few years earlier. By the same token, if Donald and Walter had written it in ’72 instead it becomes a sarcastic jab at the whole Hippie movement. Many of Steely Dan’s tunes seem to serve as private jokes for the sole purpose of Becker and Fagen’s personal amusement.

Jeff (Skunk) Baxter plays guitar on this track. The tune has some flavors of My Old School  from the band’s next release Countdown To Ecstasy 1973, which Baxter also plays on. Jeff begins a perfect solo at the 2:05 mark which ends with one of the best pick slides ever recorded. The tone of Jeff’s guitar is amazing and cuts right through like a razor in a way that could remind us of the great Blues guitarist Albert Collins.

# 21 – KINGS

Can’t Buy A Thrill – Released: 1972

Guitar: Jeff (Skunk) Baxter

Kings is another song from Can’t Buy A Thrill and seems to use the story of King Richard The Lionhearted being succeeded by his brother King John as a metaphor for Richard Nixon and John F. Kennedy. Another example of the recurring duality which permiates many of Steely Dan’s songs. Fagen’s dark and driving piano opens the track pounding away like Elton John on his 11-17-70 album. It continues as the band joins in.

Elliott Randall’s guitar solo comes in at 2:09 leading up to the last verse and chorus. The song closes out with a very optimistic almost ice cream truck sounding melody (a variation of the  one which appears at 1:54 leading into the guitar solo) as the song fades out.


The Royal Scam – Released: 1976

Guitar: Elliott Randall and Denny Dias 

“Green Earrings,” is a song about a jewel thief who personally knows his victims. The song has a really intense groove played by bassist Chuck Rainey and drummer Bernard Purdie. Purdie’s drumming on this track plows through the song like an out of control garbage truck making it a wild musical ride to say the very least.

There are two incredible solos on this tune, the first solo is a wonderful airy jazz inspired riff by Denny Dias followed by a solo by Elliott Randall which is played very much in the style of Frank Zappa with a cool flanger effect on his guitar (which mirrors the effect on the keyboard which opens the track) and lots of pick hammering on the fretboard (a technique taught to Zappa by drummer Jim Gordon). Elliott’s solo takes us all the way out as the song fades. Green Earrings is always a favorite at Steely Dan’s live shows.


The Royal Scam – Released: 1976

Guitar: Larry Carlton

At 19 is the title track from Steely Dan’s 1976 masterpiece The Royal Scam. Some consider this to be the band’s finest album. The song is a dark and foreboding tale about capitalist society and how immigrants (in this case people from Puerto Rico or the Caribbean, but the model could apply to any immigrants who have suffered the same fate) come to America to “Live The Dream.”

They are told the streets are paved with gold when the reality is that they are relegated to the bottom of the food chain forcing them to compete with the previous “wave” of immigrants who came before them. They have been scammed. In spite of that, they send letters home saying they’re doing fine thus encouraging more “scam” victims to follow.

The age old tale of the haves and the have nots is ever present in this song and is the basis for the entire concept of the album, from the songs to the album cover which depicts skyscrapers as vicious animals (metaphor for corporate greed that chews you up and spits you out). On the street below the buildings is a man sleeping on a subway vent. He doesn’t appear to be from a third world nation but rather a businessman. His clothes are worn and dirty and the soles of his shoes have holes in them. He’s apparently a casualty of the system and there’s a long line of new victims waiting to take his place.

The title track we speak of here is as sonically dark as it is lyrically. Every song on the record is about a crime of some sort and the biggest crime is a crime against humanity which is depicted here in the final cut on the album.

Larry Carlton plays guitar on this song and adds to the overall mood of the piece with a little riff played on the lower strings of the guitar accompanied by some very scary sounding piano notes played by Fagen which continues with each verse in the song.

The drumming in this song is very unusual but very effective. Bernard Purdie (who plays on seven of the nine songs on this record) plays an almost military style vamp on the snare drum backed by these little horn “stabs.”  The snare drum is played on the downbeats which are on the 1 and 3, the opposite of traditional Rock songs with the snare on the backbeat (2 and 4). This alternates back and forth with a traditional Rock section creating a series of starts and stops where the song takes off for a bit but then gets pulled back down.

A great contrast in the song is where the background singers sing “See the glory of the Royal Scam”. The voices sing over a more upbeat feel implying an illusion of freedom or hope perhaps to lure more “victims” into the “Scam”.

Guitarist Larry Carlton takes a short solo about half way through which brings us back to Purdie’s pounding beat along with the horns. Another important element of this tune is the muted trumpet played throughout the track by Chuck Findley. In the context of this song, the trumpet could be used to remind us of the cries and suffering of the oppressed immigrants in this story. This is a killer guitar track because of Larry’s ability to add so much to a song with very minimum of playing.


Countdown To Ecstasy – Released: 1973

Guitar: Jeff (Skunk) Baxter

The “Quarter” refers to the French Quarter in New Orleans where perhaps a man has fallen in love with a hooker. He visits her once in a while and tells his buddies to say hi to her when they go down there. Could this tune is a bit of Fagen and Becker’s tongue in cheek approach to songwriting in the fact that it’s a pretty tune with sketchy subject matter?

The highlight of the song is definitely Jeff (Skunk) Baxter’s Pedal Steel playing throughout the track with an absolutely beautiful solo at 2:45. The song has a bit of a Country Western feel making it a pretty unusual Steely Dan song.

Countdown To Ecstasy is a wonderful album with great songs and incredible playing but didn’t sell very well. Fagen and Becker attributed this to the sound quality of the album not being up to their standard (as it was recorded quickly while the band was on the road).


Countdown To Ecstasy – Released: 1973

Guitar: Jeff (Skunk) Baxter

Coming in at 17 is My Old School  from Steely Dan’s second album Countdown To Ecstasy. It’s about a marijuana bust at Bard College in Annandale New York where 50 students went to jail including Fagen and his girlfriend Dorothy White who was visiting him at the time. Dorothy White painted the album cover for Countdown To Ecstasy as well.

Fagen was mad at the college because they posted bail for all of the students but not his girlfriend. Fagen later boycotted the school’s graduation ceremony saying he’d “Never go Back”, hence the title of the song. “My Old School,”  is an upbeat Rock tune with a little cowbell Cha-Cha section backed by wonderful horns reminiscent of Bruce Springsteen’s E Street Band.

Again we are treated to some really great soloing by Jeff (Skunk) Baxter on this song. Baxter plays a total of three solos(over  the “Cha-Cha”) with each one riffing on the one before it but a bit more intense. Jeff’s rhythm playing lays right in the pocket with Fagen’s rocking piano playing making “My Old School,” a staple on Classic Rock radio as well as Steely Dan’s live shows.

# 16 – AJA

Aja – Released: 1977

Guitar: Denny Dias

The title track from Steely Dan’s 1977 Classic Aja album takes us on an epic eight minute musical journey with a variety of textures throughout which plays out like a movie in your head. Up to this point, “Aja,” is the longest Steely Dan song to date.

Donald Fagen had a high school friend who’s brother married a Korean woman named Aja and thought it sounded like a nice name to base the song on. Fagen referred to “Aja,” as a peaceful song about the tranquility of a relationship with a beautiful woman. He then adds that he combined that with the imagery of a POW camp on “The Hill” and the possibility of a prison break. As with many of Steely Dan’s songs, it’s probably not that simple.

Fagen and Becker always kept their cards pretty close to their chest in this regard allowing the listener to find his own meaning in the song. Some say Donald had a crush on Aja and some argue the song could be about drug use and Jazz music.

This would be the last track founding Steely Dan guitarist Denny Dias plays on. Denny takes a solo at 3:09 as the song builds and leads us into a really intense saxophone and drum solo played by drummer Steve Gadd and legendary Jazz Saxophonist Wayne Shorter. Many drummers consider Gadd’s drumming on “Aja,” to be the best in popular music.In so many words, Shorter and Gadd were told to “Just play the “Hell” out of it.” This section is repeated twice before another verse and chorus and then again at around 6:50 with just Gadd soloing over the outro of the song backed by some powerful piano stabs along with a synthesizer playing sort of a weird Science Fiction\Horror movie effect.

“Aja,” is a great piece of music featuring some of the world’s finest musicians at the top of their game. That’s why it’s on our list of killer guitar tracks.


The Royal Scam – Released: 1976

Talkbox Guitar: Dean Parks 

Donald Fagen was quoted in Sounds Magazine in 1976 as saying this about Haitian Divorce. “Well, the first few verses are plain enough. Babs and Clean Willy get married, right? But things don’t work out somehow, and off they go to Haiti to grab themselves a quickie divorce. Then Babs heads off to some sleazy night club to drown her sorrows.”

“If you’ve been paying attention, you’ll know she’s in a drugged stupor by now and probably doesn’t know anything about it. She is later… er… impregnated by this exotic gentleman. Later she is reunited with Clean Willy and they have some rather bizarre offspring (“Who’s this kinky so-and-so”) And then the chorus marks a second expedient divorce.”

The song is played in a Reggae style and features guitarist Dean Parks on Talkbox guitar. The effect of the talk box can be heard on songs such as Peter Frampton’s Do You Feel Like We Do? , Aerosmith’s Sweet Emotion and Joe Walsh’s Rocky Mountain Way.


Katy Lied – Released: 1975

Guitar: Walter Becker

“Black Friday,” is NOT a song about shopping for toys the day after Thanksgiving. It is a song about the stock market crash and the economic depression that follows. The “grey men diving from the 14th floor” makes reference to the 1955 novel by Sloan Wilson Man In The Grey Flannel Suit. They are businessmen committing suicide as a result of the crash. In reality they are diving from the 13th floor. Most builders avoid naming a floor #13 out of the superstitious belief that it is “bad luck”, adding a touch of irony to the song.

The tune is an up tempo Blues shuffle with Jeff Porcaro behind the drum kit playing a beat similar to one he played on Boz Scaggs’ song Lido Shuffle one year later.

Walter Becker plays two great solos on this tune as well as some amazing rhythm playing throughout. The gritty tone of Becker’s guitar over Fagen’s mellow sounding electric piano adds perfect balance to this Steely Dan fan favorite.


Katy Lied – Released: 1975

Guitar: Walter Becker

The second track on Katy Lied is “Bad Sneakers,” it could be about someone who’s found success in a new city but is homesick and misses the good old days when life was more simple. He feels trapped and has essentially dug his own grave. This is the first Steely Dan song in which we hear Michael McDonald on backing vocals.

A straight forward rock tune which shifts to a half time tempo where again Walter Becker plays the perfect solo. Backing him up brilliantly on this tune is Jeff Porcaro on drums and Michael Omartian on piano. Despite being such a great song Bad Sneakers only reached #103 in the U.S. charts.


Two Against Nature – Released:  2000

Guitar: Walter Becker

Gaslighting is slang for “playing with someone’s head” making them think they’re losing their mind. According to Donald Fagen, the tune is inspired in part by the 1944 film Gaslight.

The song depicts a Summertime romp between the narrator and his much younger mistress at his beach house. He makes her wear clothes he has stolen from his wife as he prefers the way they look on her. He plans to somehow be rid of his wife by Labor Day.

As the song builds up we here a really cool be-bop style bass solo by Tom Barney doubled with Fagen’s electric piano. This is followed by one of the most simple yet powerful guitar solos by Walter Becker. The solo is basically one note played over and over! There’s a little string bending etc, but it’s all about the attitude and groove that Walter plays it with that makes this a killer guitar track.

Donald Fagen was a perfectionist and would sometimes have as many as 270 different mixes of one song before choosing the one that would go on the record. “Gaslighting Abbie,” (according to engineer Dave Russell) took 26 eight hour days to complete. Their hard work paid off as Two Against Nature won four Grammys including Album Of The Year, Best Pop Vocal and Best Engineered  Recording.

# 11 – JOSIE

Aja – Released: 1977

Guitar: Walter Becker and Dean Parks

“Josie,” is another classic from Aja. It’s a song about a neighborhood “Party Girl” who’s coming back to town. Everybody’s brimming with excitement in anticipation of all the pandaemonium and mayhem that’s about to ensue.

The two guitarists on this track are Walter Becker on lead and Dean Parks playing rhythm. The song opens up with one of the most recognizable and haunting guitar intros in popular music.

There’s two verses and two choruses about  who Josie is and what we’re gonna do when she gets here etc. At 2:16 Becker comes in with a Hawaiian sounding double guitar lick followed by a solo that grooves perfectly with Chuck Rainey’s bass and a tight drumbeat by legendary session drummer Jim Keltner.

After another chorus the song stops for a second and is kicked up again by a very short but effective drum fill by Keltner and the outro which features a funky horn section arranged by saxophonist Tom Scott. Let’s move on to the top ten.


Pretzel Logic – Released: 1974

Guitar: Jeff (Skunk) Baxter

As we get into the top ten any one of these great songs is worthy of the number one spot. Rikki Don’t Lose That Number was Steely Dan’s highest ranked single ever reaching #4 on the US charts.

The opening piano line and Bossa Nova style drum beat is one that Fagen and Becker “borrowed” from Jazz great’s Horace Silver’s Song For My Father. Stevie Wonder also borrowed from Song For My Father in his 1973 hit Don’t You Worry ‘Bout A Thing.

Rikki Don’t Lose That Number  is a nice little Pop tune about girl leaving college and a boy who has a crush on her. She has no interest in him but he gives her his number anyway in case she changes her mind. Probably not! There are many interpretations of the lyrics in this tune if you Google song meanings, so you be the judge.

Jim Gordon is on drums for this tune and he alternates between the Bossa Nova beat , a Soft Rock beat and a traditional Rock beat until 2:56 where Jeff Baxter’s guitar solo comes in. This section is pure Classic Rock. After a short bridge the song comes back to where it started. The tune builds again and then goes out with the “Song For My Father” section to close it out. One of the greatest Classic Rock songs of all time.

Ps: On the album version of this song, you’ll hear an instrument at the very beginning of this track that sounds like a cross between a marimba and a log drum. It is a rare  instrument called a flapamba played by Victor Feldman although he is credited as having played the marimba on the song.


Aja – Released: 1977

Guitar: Larry Carlton

In the song “Home At Last,” Fagen and Becker use Greek Mythology and the Tale of Ulysses as a metaphor for one finding his way “home.” Home could mean peace with one’s self or a relationship of any kind. Larry Carlton plays guitar on this song and we’ll get to that in a second.

Perhaps the most critical element of this song is the drum track. Bernard Purdie is behind the drum kit on this one playing an incredibly swinging half time shuffle which he has aptly named “The Purdie Shuffle.” In keeping with the theme of this song, this beat gives us a nice little “pocket” to sit in as it grabs hold of us and rocks us just like a mother slowly rocking a baby. If Steely Dan had just recorded five and a half minutes of the Purdie Shuffle by itself it would still be an amazing track.

About two thirds of the way in (3:30), Larry Carlton plays a nice Jazzy solo the way only Larry Carlton can do. At this point it’s only guitar, piano, bass and drums perfectly balanced with each other.

The Chorus comes back with the entire band playing backed by Steely Dan’s horn section arranged by Tom Scott. Another purely magical track from one of the best records an American music.


Can’t Buy A Thrill – Released: 1972

Guitar: Denny Dias

This is the one that started it all. “Do It Again,” is the very first song on the very first Steely Dan record. The band’s debut single would do pretty well as it reached #6 on the US charts. It’s a little wild west tale of a man who kills someone for stealing his water and gets away with it. He doesn’t quit while he’s ahead but rather continues a life of crime. It’s pretty much about self destructive behavior in general and how lying to oneself will eventually come back to get you.

The song is played in a syncopated almost Santana style rhythm in a dark minor key. Donald Fagen plays a cheap Yamaha YC-30 combo organ on this track. The organ was capable of creating a variety of sounds including a portamento effect which is produced by sliding your finger across a pad. The sound was very similar to a synthesizer like effect used in Science Fiction movies. This can be heard at 3:37 after Denny’s solo on the album version only, as the organ solo along with the song intro and outro were cut from the 45 rpm single to shorten it from 5:56 to 4:14 for radio.

Denny Dias is featured playing an electric sitar giving the song a very middle eastern psychedelic flavor. Electric sitar can heard on The Beatles Norwegian Wood , The Rolling Stones Paint It Black and Traffic’s Paper Sun.


The Royal Scam – Released: 1976

Guitars: Walter Becker and Dean Parks  

“Here At The Western World,” was recorded during The Royal Scam sessions but didn’t make the final cut. It would eventually be released on Steely Dan’s Greatest Hits. We put it at the number 6 spot along with “The Fez,” as it was probably a toss up as to which track would be cut.

They both come in at exactly 4:02 in length and for lack of a better word, can each be considered the “weakest” tracks on a perfect album. Both tunes seem to have similarities in subject matter as well.

So what in the world is a Fez? A Fez is a hat which originated in ancient Greece and was later worn by kings in The Ottoman Empire. The Fez hat is a red cylindrical shaped hat with a black tassle hanging from the top. The song is lyrically very simple with the same verse repeated 3 times. Apparently two people are doing something which requires wearing a “hat.” One insists on the “hat” being worn and the other one not so much. A classic case of “no glove, no love.”

Walter Becker plays a really nice solo over a string section at the 2:00 mark. Again Bernard Purdie’s drums hold the whole thing together with a groove very similar to the one he plays on “Kid Charlemagne,” with a little Disco flavor.

“Here At The Western World,” could be a song about gangsters running a brothel and all the “amenities” available to their clientele . As with most of Steely Dan’s songs, there’s a lot of double entendre here, so it could also be about drugs. Freud said that “Sometimes a cigar is just a cigar.” I guess in the Steely Dan Universe, “Sometimes a “silver key that opens the red door” is just that”. You be the judge. Dean Parks plays beautifully throughout taking a solo at 2:41.

It’s difficult to imagine this great track being left off of The Royal Scam, let alone being stored in some vault never seeing the light of day. Here At the Western World is definitely one of Steely Dan’s Greatest Hits.


Countdown To Ecstasy – Released: 1973

Guitar: Jeff (Skunk) Baxter and Rick Derringer

“Show Biz Kids,” is a pretty unusual Steely Dan Song as it has no chord changes. A basic Blues\Rock number telling a little tale of the haves vs. the have nots. It features stunning slide guitar work by Rick Derringer.

The Boston Rag is a pretty sparse arrangement as far as Steely Dan songs go, but with good reason. It’s about a drug addict and his empty life in which he is caught between his dealer and his girlfriend. He seems to miss the good old days when things were simpler. Steely Dan would open many of their live shows with this number. Jeff (Skunk) Baxter’s rhythm  guitar is real gritty and dirty sounding with plenty of attitude.

There is a break around 3:30 where this little “Tango” is played on piano and hi-hat. The guitar creeps in slowly and then Jeff tears into a solo. Another chorus repeats and carries out until the song fades. The remastered version of The Boston Rag on the Show Biz Kids(The Steely Dan Story) album sounds incredible.


Countdown To Ecstasy – Released: 1973

Guitar: Jeff (Skunk) Baxter and Denny Dias

“Bodhisattva,” is an up tempo Swing tune with a little Middle Eastern flavor that really rocks. The song could be about giving up one’s worldly possessions in the pursuit of being enlightened or maybe someone in search of something darker. Probably the latter. It doesn’t matter, this is one wild ride!

The drums pound away starting this wicked fast number. Donald Fagen is playing some scary good piano chords throughout the tune. Amazing solos from Dias and Baxter as wells a little call and response between keys and guitar. At one point both guitars play together in an almost “Allmanesque’” type fashion.

As far as killer guitar tracks go, we put Bodhisattva on equal footing with any of the songs on this list including the four we are about to discuss.


The Royal Scam – Released: 1976

Guitar: Larry Carlton

Who starts a song with the guitar solo??? Steely dan does, that’s who. Larry Carlton opens this Steely Dan classic with one big distorted guitar chord. According to Ultimate Guitar dot com it’s a G7#9 chord and in their instructions said “This may look like an impossibility, like a cruel, unusual and unplayable chord but it can be done.” Larry plays a stunning solo that leads us into the song.

Don’t Take Me Alive is about an outlaw who’s taken hostages and is in a standoff with the police. The song reminds us of Dog Day Afternoon in the form of a Classic Rock song. Rick Marotta’s drumming , Fagen’s electric piano and Chuck rainey’s bass round out this track making it another of our top picks.

# 3 – PEG

Aja – Released: 1977

Guitar: Jay Graydon

“Peg,” is perhaps one of Steely Dan’s most instantly recognizable songs by far. The lyrics on this song seem pretty straightforward. The title refers to actress Peg Entwistle who committed suicide at age twenty four in 1932 by jumping from the Hollywood sign. She was a stage actress who transitioned to film which did not go well for her as most of her performance in her first (and last) film ended up un the cutting room floor.

The tune features an all star lineup including the great session drummer Rick Marotta (who up to this point had never heard any of the little nuances in his playing captured this faithfully on tape before). The recording quality on Aja is impeccable.

Chuck Rainey is on bass adding a touch of slap bass to add some punch to the track. In an interview Chuck said that Fagen and Becker didn’t want him to do any of that slap bass stuff viewing it as to “gimmicky” as it was a technique which was way overused on many Funk and Disco recordings in the mid to late 1970’s. Chuck said he would turn his back from Donald and Walter when he played so they couldn’t see what he was doing.

Peg includes one of the best backing vocal tracks ever recorded. Michael  Mc Donald sings an amazing three part harmony with himself of three tracks layered on top of each other making really good use of basically two or three words repeated over and over (Peg ,Back to you, Shadow on the wall, all in 3D, Foreign movie etc.)

Two great guitarists play on Peg. Steve Kahn plays some really tasty picking underneath everything adding a nice texture. This brings us to one of the most iconic guitar solos in Classic Rock History.

Fagen and Becker were obviously super critical about the way their albums sounded and Aja epitomizes that. Like we said earlier, Steely Dan would use hired guns to come in and play on certain songs to achieve a particular “flavor.” They often didn’t know exactly what they wanted until they heard it. It wasn’t unusual for them to swap out an entire band at times. You could have eight players working on a given track on Monday and then Tuesday have eight other guys having a go at the same tune.

Keeping that in mind, the boys had a hard time finding the perfect guitar solo to fit with this song, they tried seven different guitarists on this track (including Larry Carlton), but none could deliver the goods. Finally guitarist\record producer Jay Graydon was asked to take a shot at the solo. It took Jay over six hours to come up with the solo that Classic Rock fans have come to know and love over the past four decades.

There’s a video online of The Making of Aja where you can see Fagen and Becker at the mixing console having a laugh while listening to some of the solos that didn’t make it. They describe Jay’s solo as having sort of a Hawaiian \ Polynesian sound to it. Peg was a pretty successful single reaching #8 on the Cash Box charts.


The Royal Scam – Released: 1976

Guitar: Larry Carlton

At number two is “Kid Charlemagne,” which is a song based loosley on the exploits of Grateful Dead soundman\financier turned freelance LSD chemist Owsley ”Bear” Stanley. Fagen pokes fun at Stanley in this song making fun of his Hippie followers and taking delight in his arrest.

Frank Zappa would also poke fun at Owsley and Hippie culture on his 1967 release We’re Only In It For The Money on the song Who Needs The Peace Corps. A lyric in the song reads “I think I’ll just drop out. I’ll go to Frisco buy a wig and sleep on Owsley’s floor.” Perhaps music history would be very different if Owsley hadn’t “just by chance crossed the diamond with the pearl” (his special recipe which made everybody “happy”.)

Two guitarists play on this tune, Walter Becker on rhythm playing a killer part that goes along with the keyboard track.

The highlight of the song is the legendary solo played by none other than Larry Carlton. The solo comes in at 2:18 and is a mix of Swing and Rock that grooves extremely well on top of some tricky chord and rhythmic changes. As the solo builds and leads us back into the final verse, Larry does a little hammer on thing on the guitar neck (a technique which would later be made famous by Eddie Van Halen).

At 2:58 Rainey plays this 70’s “B” movie soundtrack-like bass riff followed by a simple yet very powerful Tom-Tom fill by Purdie. We come back to “Clean this mess up else we’ll all end up n jail…..followed by the infamous “is there gas in the car? Yes there’s gas in the car!! Fagen seems to be mimicking Owsley’s girlfriend.

We can also hear Michael McDonald’s backing vocals on the final chorus. The song only reached #82 in the charts and was voted #80 in Rolling Stone Magazine’s Top 100 Guitar Songs.


Can’t Buy A Thrill – Released: 1972

Guitar: Elliot Randall

Released in March 1973, “Reelin’ In The Years,” is Steely Dan’s second single off of Can’t Buy A Thrill. The song reached #11 on the US Billboard charts . Jimmy Page was quoted in Guitar World saying “Elliott Randall’s guitar playing this tune is his favorite of all time.

Like “Don’t Take me Alive,” this tune starts with the guitar solo and never lets up. The song sounds like a story of a man in love with a girl who takes him for granted but he stays with her anyway…(until she finally dumps him.) He refers to the song “My Old School,” with “the weekend at the college didn’t turn out like you planned” as it was this girl who got them busted.

It’s played in a shuffle rhythm similar to Jeff Beck’s “Freeway Jam,” from Blow By Blow. Randall’s distorted guitar tone cuts through this song like a chainsaw through a cheesecake Randall plays three stunning solos on the track including the opener, one at 2:26 and the outro at 3:53.

One killer iconic riff is played right after “Are you gatherin’ up the tears….at 1:57 and 3:38, with the last one double tracked. Reelin’ In The years stands as one of the greatest Classic Rock songs of all time and has been a staple of Rock and Pop radio for almost half a century. That’s why Reelin’ In The Years is our #1 Killer Guitar Track

Updated Nov 13, 2020



  1. John Tabacco May 23, 2020
  2. Tom Neokleous May 23, 2020
  3. Davieboy May 25, 2020

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