Becker & Herington: Playing Guitar for Steely Dan

Since their debut album was released in 1972, nothing about Steely Dan has been conventional, from their cryptic lyrics and complex arrangements to their refusal to tour for years. Co-founder Walter Becker and current guitarist Jon Herington talk to us about the role of the guitar player within the band’s unique blend of rock and jazz.

By Paul Tingen
Performing Musician

Steely Dan’s seven classic ‘70s albums sport an impressive amount of plank-spanking highlights, courtesy of a huge battery of top-notch guitarists. Consider this imposing, not-to-be-sniffed-at list: Elliott Randall, Larry Carlton, Jay Graydon, Dennis Diaz, Jeff Baxter, Dean Parks, Lee Ritenour, Hugh McCracken, Rick Derringer, Mark Knopfler, Steve Khan, Hiram Bullock and, of course, Walter Becker, one half of the songwriting duo at the heart of the band — with the other being keyboardist/vocalist Donald Fagen.

Two examples serve to illustrate the high regard in which Steely Dan’s guitar work is held. Jimmy Page named Elliott Randall’s solo on the band’s first hit, “Reelin’ In The Years,” as his favourite solo of all time, while Rolling Stone magazine listed Larry Carlton’s dazzling single-string effort in “Kid Charlemagne” as the third best guitar solo on record. The latter song can be found on The Royal Scam (1976), often known as Steely Dan’s “guitar album,” as it is, even more than any of the other albums, awash with an endless parade of virtuoso, distorted and harmonically complex guitar solos.

After having released their seven albums, from Can’t Buy A Thrill (1972) to Gaucho (1980), Steely Dan disbanded in 1981. They re-formed again in 1993, initially purely for live performances, but later released two more studio albums, Two Against Nature (2000) and Everything Must Go (2003). These two albums feature Becker’s subtle, blues and jazz-influenced guitar work, rather than scorching, in-your-face electric guitar solos, but the latter are still an important part of the Dan’s current live performances, not least because the set lists are dominated by their legendary 1970s material. Given Walter Becker’s more subtle approach, the volume-to-11 solos are left to a second guitar player.

A great hybrid

During the ‘90s, Steely Dan’s second guitar chair was filled by Drew Zingg, Georg Wadenius and Wayne Krantz, with varying degrees of effectiveness. Since 2000, Jon Herington has picked up the baton from Randall, Carlton, Parks, Ritenour, Knopfler and so on, and by all accounts he’s the most successful. A look at the Dan’s live DVD Two Against Nature: Plush TV Jazz-Rock Party In Sensuous Surround Sound (2000), or at a selection of the enormous amount of post-2000 Steely Dan live clips on YouTube, shows that Herington manages the impressive feat of paying homage to the classic solos by his famous predecessors, while at the same time taking them to a new level. Judging by comments from live critics in the media, as well as YouTube viewers, Herington in many cases steals — or perhaps steels — the show. So what’s his secret?

“Donald and Walter have a reputation for being very fussy when it comes to recording in the studio,” replies Herington, on the phone from his home in New York. “It may therefore surprise people that they don’t give me any directions and almost never comment on what I play. This offers me amazing freedom. My starting point is what’s on the record. I love the recorded music, and I’ll take something from that and then run with it. It may be the sound of the guitar or a signature line that was improvised in the studio but has become so well known that it has become a hook in the music. These lines have become part of the arrangement and it would be wrong not to play them.

“My biggest challenge is playing my best every night… you are only ever going to have so many shots at playing to a big audience.” –Walter Becker

“I strike a balance between honouring the original stuff and finding room for me to take it somewhere else. In cases where I do not trust myself to improvise at the same level as the recorded music, I prepare a solo at home. But I often find during the course of a tour that my approach will change and the solo needs no scripting, and in the end I’ll just go for it. In other cases, with solos that I decided not to script, I find things on the job that are really effective and I do them again the next night. So some solos that were completely open-ended at the beginning of a tour might have some kind of predetermined shape by the end. For me, it’s all about finding out what the songs need. I do my best to make the big picture feel right, and not to get lost in guitar world.

“Donald and Walter are big jazz fans and they want you to improvise. They don’t want to just recreate the studio recordings; they want their live band to add something compelling and fresh to each live performance. Improvising is a wonderful thing and if I didn’t do it I would feel like I’d really be missing out on something. But at other times, it’s best for the music to simply play your part as best as you can. In that case, the skill is to be able to play as compelling as possible so that it sounds as if you’re improvising, or like it’s the first time you’re playing the part, or perhaps the last time you’ll ever play it! It’s the big challenge in live performance and it’s made easier in Steely Dan, because we’re talking about a really precise rhythmic machine and real attention to detail in terms of timing, tension, feel, groove and what makes the music beautiful to play into. The music can sound deceptively simple, but there’s usually a curve coming at you [laughs]. And it’s such a great hybrid! If you’re not familiar with jazz, you’re not going to be able to negotiate these harmonies, so you have to have jazz training and jazz sensibility. Yet at the same time, I’m almost always using rock and blues guitar sounds.”

Less schizophrenic

So what allows the extremely talented, but relatively unknown Herington to improve on classic solos by some of the greatest names in rock and jazz? One of the main weapons in Herington’s arsenal is that he effortlessly straddles the divide of rock and jazz, something that’s a must for every Steely Dan musician. In addition to this, he reaps the benefit of an unusual combination of extreme dedication to detail, love of lyricism, and a music-comes-first attitude. The fact that he initially learned to play piano and saxophone may also have something to do with his music-centred attitude. Herington was born in New York in 1954, picked up a guitar for the first time around the age of 10 or 11, and for the next few years he taught himself how to play the instrument.

“My starting point is what’s on the record. I love the recorded music, and I’ll take something from that and then run with it.” –Jon Herington

“I always felt like a student of music,” recalls Herington, “and that helped me when I began playing the guitar. I started sitting with the guitar in my lap and dropping the needle onto my favourite records, which were mainly by the Beatles and later on also Led Zeppelin, the Stones, Cream, Hendrix, Van Morrison, Joni Mitchell, Bob Dylan and so on. I improved from all the practice on my own and from playing in rock bands during my high school years. But when I went to college I met a few players who were much better equipped technically. This made me sort of embarrassed, and I decided to get serious and look for a teacher. I did a guitar workshop with Ted Dunbar and he recommended a local guitar teacher called Harry Leahey, who was unbelievably generous and knowledgeable. I studied with Harry for many years.”

Formal music education led Herington into the realm of jazz, as Leahey was a jazz guitarist, who in turn had studied with the legendary Philadelphia-based Dennis Sandole, a jazz guitarist who taught, among others, saxophonist John Coltrane. After completing his studies with Leahey, Herington also enjoyed some lessons from Sandole, and studied composition and music theory at college. During this time he immersed himself completely in the world of jazz, to the exclusion of other genres. On the positive, this narrow focus reflected his attention to detail and led him to master the skills and idioms required in jazz. On the negative, it contributed to an ongoing search for his own musical identity.

“When I was studying rock music, I wasn’t concerned with sounding like myself; I wanted to sound like Jimmy Page! When I studied jazz, it was the same. I sold my Les Paul and bought myself a Gibson Johnny Smith guitar with F-holes and went all-out for that jazz sound. I don’t think I bent a string for six years! [Laughs] I was in one world for six years and completely shunned rock, so later on I had to work hard to balance these two worlds and try to be a little less schizophrenic stylistically. Even today my tendency is to play with a jazz sound when I’m playing jazz and to use a rock sound for rock.”

While Herington has played out-and-out rock and jazz, unsurprisingly most of his musical career has straddled the sometimes-awkward territories where the two meet. During the previous three decades, he’s appeared on albums by Michael Brecker, Jim Beard, Chroma, Bob Berg, Bill Evans, Lucy Kaplansky, Mike Stern, Billy Joel and, of course, Steely Dan, as well as solo albums by Fagen — Morph The Cat (2006) — and Becker — Circus Money (2008). Herington has performed with many of the above, plus with Bette Midler, the Blue Nile and Boz Scaggs. The guitarist has also completed two solo albums, filled with instrumental jazz-rock on The Complete Rhyming Dictionary (1997, re-released by ESC in 2007 as Pulse And Cadence) and rock & roll songs on Like So (2000). A third solo album, again with songs, is in the works. (Editor’s note: After this article was written, Herington completed Shine Shine Shine (2011) and Time on My Hands (2012).)

The Complete Rhyming Dictionary/Pulse And Cadence basically reflects the music I was steeped in at the time,” explains Herington. “I was listening to a lot of Weather Report, because they were the most inventive writers in the jazz-rock genre. They didn’t have a guitar player, so my album is me trying to craft a Weather Report-influenced sound with the guitar at the centre. It was remastered and slightly edited for the ESC release. I work mostly as a freelance guitarist, and for some reason my interest in writing songs and singing was revived, and this resulted in Like So, which is my take on the music of the era of the Beatles and the Rolling Stones, which was my first love.”

Freedom and voice

The Complete Rhyming Dictionary was responsible for getting Herington the Steely Dan gig. In the late ‘90s, during sessions for Two Against Nature, Fagen and Becker asked keyboardist Ted Baker if he knew of a suitable guitar player. Baker happened to have a copy of Herington’s album with him, played it to the duo, and a call to the guitarist soon followed.

Playing with the Dan has since been a large part of Herington’s life, presenting him with his biggest challenge to date in integrating jazz and rock. The guitarist relates how it helped him to find his own voice.

“We probably do a week to 10 days of rehearsals before each tour, starting with the rhythm section and then adding the horns and the singers. We will typically settle on a master list of about 30 to 35 tunes, of which there’s a core of 10 to 12 tunes that we’ll play every time, maybe five or six that hardly ever get called, and the rest varies per evening. When Donald and Walter feel a tune has been played too much, they’ll give it a rest for a while. So it’s never the same.

“The great thing for me in playing with Steely Dan is that, even as their repertoire changes to some degree from tour to tour, I have this opportunity to explore the same kind of music really deeply. The freelancer’s curse, which I have suffered from for years and years, is that you may play in one style for a couple of hours during a session and then you’re not asked to play this style again for another six months. This makes it really hard to see any growth in any side of your playing, except for your ability to think on your feet. Freelancers can adapt very quickly, which is good, but you don’t get into something that evolves over time.

“I have always wondered why I don’t sound like myself; why I always sound like the guitar players I revere — like, for instance, George Benson, the greatest guitarist on the planet. But if you think about it, Benson has been playing the same kind of gig since he was a teenager, in the same style, with the same guitar and the same musical vocabulary. His live work is a continuing opportunity to do the same thing again and again, and that is what creates an amazing, effortless fluency in a particular style.

“I’ve been with Steely Dan for eight years now, which is my longest gig so far. I’ve managed to narrow the focus of my work, and I feel grateful and happy that I’m much more comfortable tackling certain things than I was eight years ago. I’m more solid in my approach and I have much more options than I used to have. When I get back to a particular song a year later, I can now simply pick up where I left off and ask myself, ‘OK, what else can I do?’ And it’s the same music that I get to rework each time, so there’s an accumulation of ideas, of a vocabulary, and it changes the way I sound.”

When playing with Steely Dan, Herington’s sound, particularly for soloing, is for the most part warm, thick and distorted, and driven by a very lyrical and melodic approach, featuring much bending of notes. Most of all, it’s his choice of notes that impresses. “Sometimes I feel it would not hurt to have some more tricks in my arsenal,” explains the guitarist, “and I do a little bit of tapping and things like that. But it’s more natural for me when I am playing a solo to work with lyricism and melody. I like musical solutions. It’s one thing to have the technique to negotiate difficult harmonies and fast tempos, but often it’s harder to play something simple and really beautiful!

“For me, the key to lyricism is the connection with the voice, to be singing through the guitar. That’s why I love bending strings, because it’s related to singing. It’s so expressive. The same thing with playing slide. When I’m away from the guitar and listen to a song, I often imagine the notes of a solo and what would sound like a vocal melody to me. All my guitar study has been about being able to immediately play what I hear in my head without a mistake. The closer you get to that, the more free you feel in music.”

Jon Herington’s gear box


When playing with Steely Dan, Jon Herington’s lyrical, melodic approach to the guitar is performed mainly on his Gibson CS336, and occasionally on a Fender Telecaster, Hamer Monaco Elite and a bizarre guitar with bent frets that he calls his “Salvador.” The use of the half-acoustic 336 and the Telecaster are in line with Herington having one foot in the jazz and another in the rock camp, but, strangely, he appears to have reversed their uses; the 336 plays the more distorted material, while the Fender is used mainly for more clean playing.

“Walter is playing Sadowsky Strats all the time,” explains Herington, “so it works well if I have a different sonic approach than him. This is what led me to using the 336. It has a beautiful, wide range of tone that’s very good for playing Larry Carlton’s solos from the ‘70s and it also works well for jazzy, big fat rhythm guitar voicings, playing big chord changes. It’s the most comfortable lead guitar that I have, and the small body size means that it doesn’t feel as strange when I change to another guitar.

“In general, I prefer Gibsons, but Fenders have a certain sound and are more suited for playing clean, funky rhythm guitar, so I use the Telecaster on songs like “Show Biz Kids,” “I Got The News” and so on. The Telecaster also complements Walter’s Strat, and sits better in the mix for certain single-note and/or muted-picking lines and R&B. My Tele has the treble pickup rewound to eliminate squealing, and a Van Zandt middle pickup was also added. It’s quite capable of a good solo sound and I play some solos on it, but mostly I find myself going towards humbucker pickups.

“I use the Hamer Monaco Elite for the track “Godwhacker.” It’s tuned to dropped-D tuning and has a capo. It also serves as a backup for if I break a string on the 336. Hamers are fantastic rock rhythm guitars. There’s something about their focused mid-range that allows them to sit easily in a track. At home I also have a beautiful Hamer Korina Artist and an old Hamer Special with Duncan P-90 pickups that I love, but I don’t use them with Steely Dan.

“My favourite electric guitar strings are Ernie Ball Rock ‘N’ Roll (pure nickel wrap), 10-46. Besides the greater “bendability,” there’s a certain “snap” that’s only possible with lighter strings. For jazz guitars, I’ll use heavier strings. Contrary to what’s reported on the Internet, I don’t use a wireless anymore. Cables just seem simpler and they also sound better to me. I don’t use rackmount gear any more, so the wireless was an extra piece that didn’t seem worth bothering with.”

Amps and effects

“I have greatly simplified my on-stage setup over the years of playing with Steely Dan and I can now basically do the job with a guitar, a tuner, a reverb pedal and an amplifier. My amplifiers are a Guytron GT100 and a GT100 F/V, which is an updated version of the same amp. I carry two so I have a spare in case of an emergency. They’re great amps with two power stages — one clean and one dirty — and a beautiful sound. I use them with a single Guytron GT212 cabinet loaded with two different Celestion speakers. One is a Vintage 30 type and the other more a Greenback type with higher power-handling capacity.

“For most solos, I go straight to the amp with a tiny bit of reverb from a Boss RV-3 pedal, and that’s it. My pedalboard these days mainly consists of what I call problem solvers. I have a Boss pedal tuner and a volume pedal, so I can mute to tune. I also have a wah-wah pedal, and a boost pedal from Radial Engineering with a buffer. The buffer makes sure that I don’t use too much signal on the way to the amplifier, and I use the boost for when I switch to the Telecaster. I also have a box made by Barber Electronics called a Tone Pump EQ. I normally solo with my treble pickup and set the dirty channel on my Guytron to match that. Very occasionally, I solo with my rhythm pickup, but if I use the dirty channel, it will sound too dark. So when I switch to the rhythm pickup, I go to the clean channel and use the Tone Pump to boost the signal. It’s basically a high-quality clean boost. The pedal imitates what it would sound like if I went back to the amplifier to adjust the controls, because I don’t have time to do that live. But I don’t go for that sound very often. In addition, I have a noise gate, which I don’t normally plug in. Plus I have a tremolo pedal and a couple of delay pedals, but I don’t use them very much either.”

The Salvador

“The Salvador guitar? It was made for me by Paul Schwartz at Peekamoose Guitars here in New York. It has a chambered Warmoth Les Paul-style body with three Lindy Fralin pickups: an Unbucker for the bridge, a middle Strat-style steel-pole 42 (I think) single coil and a P-92 neck pickup. I tried a five-way pickup selector in the position of one of the tone controls, but it was difficult to use. The guitar now has a master volume close to my hand and three tone controls. The tone control for the Unbucker has a push-pull to switch it to single-coil mode, and the tone control for the middle pickup has a push-pull that allows me to turn it on regardless of the setting of the pickup selector at the top, which has three settings, one for each of the pickups individually. So I now have a wide variety of pickup settings, and it’s the first time I’ve had a guitar that can give me that fat bridge humbucker solo sound and also a convincing rhythm sound that’s ordinarily only available on Fender-style guitars. If I can only take one guitar for a gig, I’ll grab this one before any other.

“The reason for the nickname is the neck, which was made by True Temperament in Sweden. The company make guitar necks in three different temperaments. Because the frets are bent, it looks a bit like a neck drawn by Dali, hence its nickname. Basically, TT’s approach is to tune every single note on the guitar individually. My neck is made according to the Thidell formula, which is optimised for guitar keys like A and E and D and G. You can see me play it if you search for videos on YouTube of Steely Dan playing in Red Rock. I’ve decided to put a regular neck again on this guitar, because I find it difficult to use the True Temperament neck live. I’m too used to compensating for the flawed design of normal frets. Also, guitars go out of tune on stage and the TT neck makes it harder for me to identify which string is out, so I don’t have the confidence that I can keep it in tune live as I can with a standard guitar. But I’m having my True Temperament neck put on another guitar for use in the studio, because there is no question that it sounds better in the guitar keys.”


“Even as I use a digital tuner, I actually tune all my guitars slightly differently. Insofar as there’s a general rule, it’s that when using a plain G-string I always tune the string slightly flat. I don’t like flat, but I find that fretted notes will sound right, whereas if the G-string is tuned exactly right on the tuner, fretted notes will always sound sharp when I play chords. Also, if I tune things slightly flat, I can adjust the intonation with the pressure I apply with my finger. I will also sometimes tune the low E a little bit low, because you get perfect fourth with the A-string, and this sounds more beautiful with distortion. When I’m recording, I may tune the guitar differently for each section of the song. The guitar is not a perfect instrument and our ears are sharper than they ever were, and the True Temperament people are really addressing that problem.”

Walter Becker

Walter Becker began his playing career as Steely Dan’s bassist, but has, over the years, more and more moved over to the guitar, playing subtle, jazz-influenced solos with a clean tone on his Sadowsky Strats. He played bass and most of the guitar solos on the two most recent Dan albums, Two Against Nature (2000) and Everything Must Go (2003), but live, Becker sticks to just the guitar. In June of last year Becker released his second solo album, Circus Money, on which he integrates ‘60s and ‘70s Jamaican reggae with Steely Dan’s sophisticated aesthetic (see Sound On Sound, November 2008 issue). An EP with three edited and remixed tracks from Circus Money was released last October on iTunes.

Change and challenge

During June, July, August and November of 2008, Becker was on the road again with Steely Dan on the Think Fast tour. Fagen and Becker famously refused to tour from July 1974 onwards, because they didn’t like the strains of life on the road and they also found it difficult to do justice to their recorded material on stage. When asked in 1996 why they began touring again in 1993, one of their responses was “to forestall middle-aged decrepitude.” Fagen and Becker have also explained, in various interviews, that touring in 1974 and in 1993 and beyond were and are completely different propositions in terms of advances in on-stage technology and on-the-road comfort.

That’s not to say, says Becker, on the phone from his home in New York, that live touring today is without its challenges. “My biggest challenge is playing my best every night. I spend most of my time while touring putting myself in the best possible state of mind for that two-hour burst of energy and musicality in the evening. I sleep, I listen to music, I practise a little bit. I don’t go sightseeing any more. You can go sightseeing any time, but you are only ever going to have so many shots at playing to a big audience. I try to conserve my energy to focus on that.”

Fagen and Becker have admitted (see Sound On Sound, August 2003) that touring is only marginally successful in forestalling middle-aged decrepitude, but despite this, they’re still at it. So what about forestalling that other arch-enemy of every performing artist, creative ennui? “I don’t find myself getting bored at all,” says Becker. “Playing live is still a great experience. And we haven’t played the same songs every night since the ‘70s. The Steely Dan songs also have a lot of movement, complex arrangements, unusual musical devices, moving from key to key and from feel to feel, so things don’t drone on during a set. Also, our musicians are sufficiently ambitious to not fall into bad habits. They play very differently on different nights, and I don’t feel for the most part that they have fallen into terrible ruts or something like that.”

Becker’s setup

Becker has long been known for his association with Sadowsky guitars, and since last year there is a Walter Becker signature model featuring a flamed maple top, chambered swamp ash body, custom-made Lollar P-90 pickups with F-spaced pole pieces on the middle and bridge pickups, a Brazilian rosewood fingerboard, locking Sperzel tuners, Gotoh 1089 bridge, and much more.

“I’ve played Roger’s [Sadowsky] guitars for a number of years,” elaborates Becker, “and we came up with this idea for a guitar. In fact, Roger has more or less perfected the design of this particular type of guitar. I could add very little to it, except for the setup here and there. I have a couple of them and it’s a fantastic-sounding guitar; a little bit different than the more conventional Strat-like guitars that I have played in the past. The P-90s give a different tone than the humbucking pickups on the Strat-like guitar, but without sacrificing the “realness” of the Strat pickups, for lack of a better phrase. There’s something about Strat pickups that gives you a level of detail and information about the way you are hitting the string, which makes the music more complex and expressive. Once you get used to that, guitars with humbuckers don’t seem as satisfying.

“I use a Mesa Boogie Lone Star Special amplifier on stage and very few effects. All I have at the moment is a Demeter optical compressor stomp box and a Boomerang backwards repeat. I have about 400 effects pedals at home that I use in the studio — mostly analogue stuff, though the delay pedals are digital — but it doesn’t really make sense for me to use them live. You’re mainly just fighting for clarity, and the sonic environments in each theatre and on stage are so variable that you don’t want to mess with that. Our other guitar player does a lot of stuff where he changes the sound, so I leave that up to him.”

Becker’s above described setup is not only very simple, but also, apparently, rather transient. Herington, the other guitar player, observes, “Walter is changing his live setup all the time. Very often he’s putting in new speakers in different cabinets and changing his effects. For a while he had a Suhr amp and then he had a Tophat, and now it’s definitely the Mesa Boogie. Recently, he’s been cranking up a little bit more than in previous tours, which probably has to do with the P-90s hitting the amp a little louder.”

Future plans

So with Becker apparently not quite sure what equipment he’ll be using on stage a week from now, one wonders whether he knows what the future will hold in other respects. Specifically, will Steely Dan keep on touring and is there a chance of another album? “I don’t know whether we’ll keep doing this for years to come,” replies Becker. “That depends on lots of circumstances: whether Donald still wants to do it, how I feel in three months from now, whether the marketplace is still up for this kind of thing on the sort of scale that we do it on. It’s like they say in Japanese politics: 15 minutes into the future is total blackness.”

, ,

No comments yet.

Leave a Reply