As Rolling Stone updates its ranking of the 100 greatest guitar solos of all time, modern guitar star St. Vincent has weighed in on her personal favorite — and why the “sacrosanct” solo should never be altered.

Her pick is “Kid Charlemagne,” from Steely Dan’s fifth studio album, The Royal Scam. The track lands at an impressive No. 8 on the list, and its solo is so revered that St. Vincent says she only wants to hear it played exactly the way guitarist Larry Carlton recorded it in 1976.

By the time Steely Dan made The Royal Scam, bandleaders Donald Fagen and Walter Becker were relying heavily on session players. The album ultimately featured a formidable roster of guitarists, including founding member Denny Dias as well as veteran session ace Dean Parks.

But for St. Vincent — born Annie Clark — “Kid Charlemagne” stands above the rest.

“Those guitar solos on The Royal Scam are so iconic that I want to hear them verbatim,” she says (via Rolling Stone). “I don’t want to hear someone improvise and stretch out and be completely extemporaneous — even the great guitar players that they’ve had onstage.

“I want to hear the Larry Carlton solo note-for-note. That’s the testament to how great it is. It’s sacrosanct, compositionally.”

The story goes that Carlton initially recorded several takes of the solo on a Fender Stratocaster before finally being allowed to switch to his favored Gibson ES-335. On the track, his prized semi-hollow is believed to have been paired with a late-’50s Fender Tweed Deluxe amplifier rather than the Fender Princeton combo he used two years earlier on Joni Mitchell’s “Help Me.”

Carlton himself has always been somewhat bemused by the solo’s reputation.

“I’m honored that people talk about this middle guitar solo so much,” he told Guitar Player. But he admits he didn’t initially view it as anything extraordinary.

“I thought it was good when I played it, but I didn’t think, ‘Yeah, I played the shit out of that tonight.’ When the record came out, there was a wonderful review of the tune in Billboard, and they raved about the solo. I put the record on and listened to it with my wife, and at the end of it I said, ‘I don’t know. It just sounds like me.’”

Even so, the improvised take has clearly earned its reputation, edging out another classic moment, Eric Clapton’s solo on “While My Guitar Gently Weeps” by the Beatles, which lands at number 10.

St. Vincent herself also appears on the list. Her 2015 track “Rattlesnake” comes in at No. 50. The solo — recorded on her Ernie Ball Music Man signature electric guitar — channels some of her favorite sonic antiheroes, including Robert Fripp, Adrian Belew and Marc Ribot. They’re the kind of players, she says, “who make the hair on the back of your neck stand up because the note is, like, hurty.”

Speaking previously to Guitar Player, St. Vincent said she values musical instinct over sheer virtuosity — a philosophy shared by newly inducted Rock and Roll Hall of Fame member Jack White, another guitarist known for embracing unconventional instruments.

Meanwhile, Mark Knopfler has recently recalled the grueling 10-hour session he spent recording with Steely Dan — a marathon that ultimately yielded just seconds of music — while longtime Dan guitarist Jeff “Skunk” Baxter has reflected on some of the strangest studio gigs of his career.

Rarely does a single song make someone a guitar hero, but Mark Knopfler was catapulted to fame when Dire Straits’ “Sultans of Swing” became a hit in 1979, a year after appearing on the band’s self-titled debut album. Among his many fans were two men known for their ability to spot guitar talent: Donald Fagen and Walter Becker of Steely Dan.

By then, Fagen and Becker had worked with greats like Steely Dan founding guitarist Jeff "Skunk" Baxter, as well as Larry Carlton, Jay Graydon, Elliott Randall and Dean Parks. Upon hearing “Sultans of Swing,” they decided to bring Knopfler in for their next record, Gaucho.

As Knopfler recalls, Dire Straits were on tour in the U.S. when he got the call inviting him to join the Gaucho sessions in New York City. He was onboard.

“I’d gone through this period of loving Steely Dan records,” he tells Guitar Player magazine.

But upon arriving, he quickly lowered his expectations for the session.

“I certainly wasn’t expecting to walk out at the end of that day and have anything on the record that they would keep. The story that I got from Gaucho’s engineer was something like, ‘Man, you ought to see the guys crawling out of this place,’ so I didn’t expect to emerge victorious at all.”

Indeed, Fagen and Becker were known for trying out numerous guitarists — and even entire bands — on their recording sessions, so no one knew until the record came out whether their contribution had made the cut.

“It wasn’t like they played musical chairs with the guys in the band,” said Rick Marotta, a frequent Dan drummer on later album sessions. “They played musical bands!”

The track they selected for Knopfler was “Time Out of Mind,” where his electric guitar soloing would be added in the intro, middle and end. To his surprise, he was performing an overdub rather than playing with a group.

And while Fagen and Becker typically provided players with charts and discussed what they were looking for, the process was far from straightforward and could last hours for what ultimately amounted to mere seconds of music.

“We don't make our records in the same way,” Knopfler tells Guitar Player. “It took us about three weeks to do each of our albums. But with this session, the process seemed so much more painstaking, which is just a different way of making a record.”

Knopfler — who likely played his red 1961 Fender Stratocaster on the session — said he was given no charts.

“I just listened to tapes and then played over them. I could have been given the chords, but some of those fancier ones I don't know the names of and probably couldn't play.”

Knopfler’s approach was the one that came instinctively.

“What I always try to do is respond to the song,” he says. “I’ve always rebelled against theory. Guitar playing for me is a compulsive activity. I'm not against learning technique, however, and I'm certainly not against acquiring new knowledge. I don't have any favorite keys that I play in. To me, different keys have different colors, different qualities, so I like playing in lots of them.”

Still, he likened the experience to “getting into a swimming pool with lead weights tied to your boot.” The effort was labored and painfully slow.

“I must have played those chords a thousand times in the studio,” he says.

Becker understood Knopfler’s reaction.

“I think he definitely felt that, because he would play something and it was okay, then we’d like it later.”

If Knopfler was initially put off by the duo’s approach to recording, he ultimately enjoyed the experience and the outcome. And, all things considered, it went more smoothly than his painful studio experience a few years later with Bob Dylan.

“I really enjoyed that,” he tells Guitar Player of the Gaucho session. “It was strange at first, however, because it seemed like such a rarefied atmosphere. I was very pleased with the results, but I don't really see that as being my scene.”

Revered jazz guitarist Larry Carlton made his name as a hardworking studio musician across the 1970s and ‘80s, through sessions with Steely Dan, Joni Mitchell, Linda Ronstadt and Quincy Jones, among many others. Throughout his career, his sunburst 1969 Gibson ES-335 has been his choice of electric guitar, for most of those sessions.

He says finding the semi-hollow model was a stroke of luck that allowed feel and play “more like me” on the countless hits he made it.

“I was starting to get busy in the studio scene in 1970, and so back then the guys would carry a Tele, a jazz box, or a Strat if they had one,” he tells Vertex Effects. “So I had a Tele, and I had a Les Paul, but coming from more of a jazz influence, I wanted something that felt more like a jazz box.”

In his teens, ES-335s were common sights in the hands of the jazz maestros he grew up admiring, so the guitar's natural appeal was evident. Little did he know how perfect a match he and the guitar would be. He picked the guitar from a trio of ES-335s hanging on the wall of Southern California music store.

“They had three 335s hanging on the wall, so I tried each one of them,” he recalls. “I didn't plug them in, I tried them acoustically, and this is the one that caught me.”

The 1969 model was brand new when he bought it for $850. Signs of the original Bigsby bridge it came with are evident on the top. The guitar underwent other modifications as Carlton finessed the instrument to his desires.

A graphite nut and Schaller tuners have been installed. But vitally, the original twin humbuckers, now looking glamorously aged from countless hours spent working away in the studio, remain in place.

As Carlton explains, getting the right instrument in his hands for those sessions was crucial in his role as a gun for hire.

“It’s the crown jewel,” he once told GP of the guitar. “I bought it out of the blue, and it’s been real good to me.”

It was paired with a Fender Princeton combo amp for Joni Mitchell's 1974 hit “Help Me”, and it can also be heard on Steely Dan's “Kid Charlemagne” after it beat a Strat in a shootout.

However, though his reputation grew to warrant a Gibson signature guitar, his relationship with the brand soured over time.

“I liked being with Gibson,” Carlton admits, “but as they started doing their production for retail, the quality wasn't like my 335, which was the whole idea. They got the color right – that's the easy part – but the guitar wasn't like mine.

“But we did it,” he adds. “And they didn’t promote it very well. Guys, especially in Europe, would bring their guitars to my concerts and ask me to sign them. I'd say, ‘Sure,’ and I'd take them out of the case, and the neck was not anything like mine.”

Sire Guitars convinced Carlton to jump ship and make its own attempt at reproducing his majestic 335. His signature model, he says, “sings beautifully.”

Even with this guitar in his hands, not all of Carlton's sessions were a dream. The guitarist famously quit working with John Lennon after one day. Steve Lukather, meanwhile, has recalled the lesson he learned from a Larry Carlton string break.

For most of his career, Jeff “Skunk” Baxter has been a studio guitarist. Though he’s best known for his time in Steely Dan and the Doobie Brothers, he’s been a prolific studio hound for longer than he was in either group. His specialty is guitar solos, and he’s laid down countless memorable moments on records, from Dan’s “Rikki, Don’t Lose That Number” to Donna Summer’s “Hot Stuff,” which he dexterously performed with a used Burns Bison electric guitar he bought for $20.

“I kind of look at guitar playing on two levels,” Baxter says. “There’s the professional studio sausage method, where you go in and grind it out, and that’s not necessarily bad. It’s good music and you’re having a good time. To get a chance to do it and be of that caliber is one of the most wonderful things that could ever happen to a guitarist. A lot of guys say it kills them. Well, it’s what you make of it.

“The other level is when you really want to play and you’re with people who accept and like what you do. My specialty, if you could call it that, is guitar solos, obviously, even though I sit back and do the I-have-a-swimming-pool rhythm guitar sound that L.A., laid-back, it’s-all-paid-for studio musicians have. I do like to play solos, and the reason [Steely Dan’s] Walter [Becker] and Donald [Fagen] called me was they needed somebody to play solos.”

Of course, sometimes the sessions are something completely out of the ordinary. Baxter shared a few of his oddest jobs with us.

Steely Dan

“Walter and Donald had a certain concept of guitar playing, and they would attempt to get as close to that as possible vis-à-vis my abilities as a player. So the solos were sort of a combination of exorcism, displays of technique and all kinds of things.”

One of the most unusual sessions was for the group’s instrumental cover of Duke Ellington’s jazz tune “East St. Louis Toodle-Oo,” which appeared on Pretzel Logic. Covering a 1927 jazz tune with a modern rock band wasn’t the most obvious thing to do in 1974, but Baxter didn’t flinch. Far from it. He called it “the Steely Dan song I enjoyed recording the most.”

“Everybody picked a piece of it, and I said, ‘I’ll take the trombone solo and learn it on steel guitar,’” he told Guitar Player.

As he explained to Vulture, the steel guitar was a logical substitute, given it allowed him to slide between notes, like a trombonist would. “I had the idea to try it on pedal steel. Why the hell not? I worked on it for a good amount of time, and it was fun getting through that tunnel from one end to the other and playing that beautiful solo. I wanted the challenge, and I was really satisfied.”

The Doobie Brothers

Baxter admits he is sometimes surprised by what comes out of him when he just opens up and lets inspiration fly. Sometimes it seems as if a higher power is at work, such as when he cut tracks for Donna Summer’s backup band, Brooklyn Dreams, for their album Joy Ride. Once again, he had the Burns Bison in hand.

“My solo was in a style that was like I was mumbling in tongues or speaking in dreams, using languages that have been dead for thousands of years,” he says. “After I finished playing, Juergen Koppers, the engineer, looked at me and said, ‘Was ist das?’

“I said, ‘I don’t know. You better play it back.’”

Of course, sometimes you get there with the help of a little reefer.

“The solo on ‘How Do the Fools Survive’ on the Doobie Brothers’ Minute by Minute surprised me because that was a one-take job, where I just smoked a joint and was alone by myself with an engineer working in another room,” Baxter explains. “It was one of those lean-back-and-play things.”

Dolly Parton

Sometimes you have to color outside the lines, especially when artists find creative ways to explain what they want.

“Sometimes you get requests like, ‘Can you make it more green?’ or, ‘I need it to ooomph more,’” Baxter reveals. “So you say, ‘Okay,’ and think about all the times you’ve ever done sessions and people have said to you, ‘Boy, that really ooomphs,’ or ‘That sounds really green,’ and you start from there.”

One of his strangest requests came from Dolly Parton for the song “Baby, I’m Burnin’,” a perennial favorite from her 1978 album Heartbreaker that also served as the theme song to her 1987–1988 television series Dolly. The singer was looking for some explosive effects to play behind her vocals.

“Dolly Parton asked me to make fireworks one time,” he said. “I was working with my Roland guitar synthesizer, and she said, ‘Can you just make it, like, reds and greens and sparkles?’

“So I thought about it for a second, and then with one hand I played as many notes as I could while the other hand was working the Roland’s [pitch] transposer, slapping it back up and down. She was going, ‘Yeah, yeah, that’s it. Whee!’

“There have been a couple of dates like that. I enjoy it. I get a lot of calls for steel guitar where they say, ‘Can you make it not sound like a steel guitar?’ That’s always a request. They want something different. They want a sound that has the fluidity of the steel guitar but doesn’t sound like ‘Six Days on the Road.’”

The Session That Never Happened

Baxter says that if you don’t know what to play, you shouldn’t.

“Sit back and wait because it’ll come.”

Or maybe it won’t. He recalls a session for Steely Dan producer Gary Katz that was like few others.

“He told me to bring all my stuff,” Baxter says. “I charged him triple scale because it was on a Saturday at a place way the hell out.”

He arrived with all his gear and set up. Then Katz played him an album’s worth of songs.

“He said, ‘Okay, I want you to listen to all these tunes and then tell me what you think we ought to do.’

“So I listened to 10 tunes, and each time one would finish I said I didn’t hear anything. When we finally finished, I said, ‘Gary, there’s really nothing you need. It sounds fine.’

“He said that was all he wanted to hear and paid me my money. Fair enough.

“You just don’t play sometimes. I found that one of the harder things to learn to say is, ‘There’s no need for it. You know, as much as I’d like to play on this track as a businessman, as a musician I know you don’t need it.’”

Next to Larry Carlton, no guitarist played on more Steely Dan tracks than Dean Parks. It was both Parks’ versatility as well as his boundless creativity that led Dan collaborators Walter Becker and Donald Fagen to rely so heavily on him.

Parks’ guitar stylings found a home on five albums released under the Dan moniker: Pretzel Logic (1974), Katy Lied (1975), The Royal Scam (1976), Aja (1977) and Two Against Nature (2000). He performed as well on Fagen’s 1982 solo effort, The Nightfly, and Becker’s two solo albums: 1994’s 11 Tracks of Whack and 2008’s Circus Money.

“Working with Walter Becker and Donald Fagen was like doing a rehearsal,” Parks explains. “There was a lot of going through the music and stopping and changing things. While Donald would be in a little booth singing along, he and Walter would also be making suggestions about who should play, and what part sounded good.

“But because we all knew it was going to be good, everybody had patience about it. No one was impatient, as we were glad to be doing it.”

And despite the lengthy sessions, everyone kept their cool.

“I don't really recall there being much drama involved working with those guys,” Parks says. “We all took our work seriously at that point. And they always wanted to do interesting arrangements.

“All the studio players would study their records in headphones so that they knew what to expect before they ever got to do a recording session. I think we all had a reverence, too, for the listener, the one that zooms in on the music and is really listening to every little thing in there. We assumed those were the listeners we were working for.”

Even so, Parks says his inaugural recording session was fraught with technical issues related to his guitar’s instability with staying in tune. The track? Pretzel Logic’s “Rikki Don’t Lose That Number,” a song that would go on to become a hit for the Dan.

“Doing overdubs on that song was one of the toughest sessions for me because of a problem I was having with my guitar,” Parks says. “I was overdubbing the electric guitar part that happens in the choruses and I just couldn't keep my guitar in tune.

“I was using a ‘69 black Les Paul with electronics modded by Jeff Baxter a couple of years before, when he was a guitar repairman.” Baxter, a founding member of Steely Dan, had clocked time on New York City’s famed West 48th Street Music Row, where his customers included a pre-fame Jimi Hendrix. “And I had to do a number of punch-ins just because I had to keep retuning the guitar for each little section!”

To illustrate the type of atmosphere he and the other session players experienced working with the Dan in the studio, Parks details one of the sessions he was on for “Josie,” from the album Aja.

“The tracking we did for ‘Josie’ was done in two sessions,” he explains. “It's what’s called a double session, where you do one from 10 a.m. to 1 p.m., then another from 2 p.m. to 5 p.m. And on the 10 a.m. session it seemed like we weren’t going to get anything on this tune.

“So we went to lunch and when we came back, it suddenly all gelled. Becker and Fagen always gave you so many changes, so many ideas, that you had to remember it all. It seemed like we were getting nowhere because there was so much to remember. You could make notes on your charts, but still every song of theirs had little left turns that you'd never seen before.

“But, amazingly, it came together once we got away from it all. It was a good lesson on teaching you that when you're frustrated with something, sometimes it’s best to go away, then come back to it later, because then it will come together.”

Parks says that most of the time neither he nor the other session musicians knew if their contributions would make it to the final cut. Neither did Becker and Fagen, for that matter. On “Josie,” for instance, both Parks and Carlton took turns at the guitar track but had to wait for the record to come out before they could learn whose part was retained.

“They would never tell you whether what you played would be kept or not,” Parks says. “Larry Carlton once told me that he had originally played the intro to ‘Josie,’ but when the record came out, he believed it had been replaced by my playing, because I had actually played the intro part too.

In fact, Parks’ part was recorded first, at the same session when he recorded the rhythm guitar.

“I told him, ‘Well, no, that's not the way it happened.’ I was on the tracking date and I did the rhythm charts for ‘Josie,’ along with three other tunes. And my intro was done when we originally tracked it.”

Carlton did the overdubs in the song’s middle section, Parks says. “So I’m surmising that they wanted to try Larry’s guitar sound on the intro too, since that's a lead part,” Parks says.

“In the end, they probably had two to choose from, his or mine, and they ended up staying with their original idea. So it's not as though anybody replaced anybody. They were just trying things out — trying to make it better. Walter and Donald were always open to learning and building on what they decided upon as the recording progressed.”

As Parks points out, regardless of the Dan’s modus operandi in the studio, at the heart of it all was their experimental spirit, with one objective in mind: to achieve the sounds they heard in their heads. A good example is the Royal Scam track “Haitian Divorce,” on which Parks’ lead guitar is treated with a talk box effect.

“Walter had told me before we started the session that whatever I did, he wanted it to be going through a voice box to give it a type of wah-wah sound,” Parks says. “He said, ‘Either you can do it while you play it, or I can add it later.’ And so I opted to just play the guitar and let Walter do the effect.”

Becker’s flexibility is indicative of how the duo worked, creating an environment that brought out the best in their session artists and allowed them to work with minimal directions.

“They either liked what you were doing,” Parks says, “or they would have a specific change, or get you to play it tighter or try something in the upper register if it was a little too busy. That was the only directive they gave you, which was very common during their sessions.”

Surprisingly, neither Parks nor any of the other musicians ever saw Becker play guitar during their sessions. He always overdubbed his guitar parts afterward. It wasn’t until years later that Parks finally got the chance to play guitar with him in an intimate setting.

“I never actually played with him until the early ‘90s, as I just knew him as a songwriter and producer,” he says. There was a period between Gaucho and Two Against Nature where Donald and Walter didn't really speak, so Walter started producing records and he called me to be on some of those records.

“Then he wanted to do a solo record, and I kind of helped him get started on that thing. And that's the first time I ever played with him. We would just sit in his studio in Maui, Hawaii, and just sort of jam on jazz standards across from each other. One would play rhythm, and the other would play a solo, and we'd just trade back and forth.”

The Dan’s meticulous focus on detail and their obsessive pursuit for perfection led to lengthy recording sessions. That, in turn, caused the costs to soar beyond their budgets, leading the record company to put pressure on them. Although Parks was never privy to that side of their business, he surmises they didn’t worry about the cost.

“Donald and Walter did not want to be bothered about that,” he says. “They just needed it to be great.”

“The records you hear when you’re young have a profound impact on you for a number of reasons,” says guitar legend Jeff “Skunk” Baxter. “One of the biggest reasons is because you’re still forming neural pathways in your brain. This plays into the ways that memories are stored and how emotions are processed. Music often accompanies first experiences — falling in love is a big one.

“This is why you can hear a song years later and your mind goes back to a treasured period of time in your life, a certain someone, even a particular taste. So many memorable moments in your life can be attached to music.”

Over the years, Baxter has performed on hundreds of records for artists across the genres, including Dolly Parton, Donna Summer, Rod Stewart, Bryan Adams, Ringo Starr, Glen Campbell, Joni Mitchell and Rick Nelson. Whether playing electric or acoustic guitar, or applying his talents to a pedal-steel guitar, Baxter brings the accumulated influences of those memorable moments to his work.

When asked to compile a list of 10 records that changed his life, Baxter did a deep dive, recalling both singles and albums, as well as a music-based TV series. Along with discs by the Ventures, Howard Roberts, Bobby Darin and others, he even included an album from his own career.

“When you have that big moment in the form of a hit record, nothing in your life is ever the same,” he says. “I’ve been very fortunate.”

Jørgen Ingmann – “Apache”

“I first heard this on the radio in 1961 when I was living in Mexico. From what I understand, Jørgen Ingmann was something of the Danish Les Paul in that he was not only a great guitar player, but also a pioneer in recording. Back then, there were no multi-track machines.

“Everything was recorded sound on sound, meaning you would play over what you had already recorded, so you couldn’t screw up. If you made a mistake, you had to start all over again.

“I loved the ethereal quality of this recording. I also liked how it was so clean and economical, to the point that his wife tapped out the drum part on the back of his guitar. Later, I would hear those qualities in Miles Davis. I believe his thinking was, ‘I’m never going to be Dizzy Gillespie. I’ll never have those chops, so I’m going to think carefully about each note and play only that right note.’

“That’s what Jørgen does here. He only plays the right notes. The whole thing exemplifies economy of style, and it’s brilliant.”

Howard Roberts – Color Him Funky/H.R. Is a Dirty Guitar Player

“I’ll count these two albums as one choice because I discovered them at the same time. When I first dropped the needle on these records, it was like starting a great meal. What blew me away about Howard Roberts’ playing is his wonderful command of melody. His playing was accessible. There were a bunch of cats who would jump right in with a boatload of hemi-demi-semi-quavers, and it would be impossible to mentally catch up. They were so focused on ‘I want to show you my chops,’ or whatever it was.

“Not to knock cats with chops — I don’t want to sound negative — but Howard’s approach was very different. Howard definitely had the chops. The great thing about his playing is the way he greeted you at the door. He would state the melody of the song, so that brought you inside. He might do slight variations and improvise, but he always made sure he didn’t lose you. That’s a real talent.

“Howard and I became friends and taught together at the Guitar Institute of Technology. I gave him a guitar synthesizer, and that was like lighting dry grass. Holy shit!”

Bobby Darin – The Bobby Darin Story

“I was a big Bobby Darin fan. He was a great singer, but what I liked about him is how he sang like an instrumentalist. There was something about his phrasing and his melodies — it was on the verge of being trite nightclub stuff, but he wasn’t. He had the ability to swing, which I loved because that’s what great guitarists do. They shuffle and swing.

“Bobby had wonderful arrangements. Listen to what Richard Wess did on ‘Mac the Knife’ — that’s a towering piece of work. My dad gave me a copy of this album for Christmas, and I loved listening to all the hits, but there was something else that was very cool: Bobby did a narration before each track. When I released my solo album Speed of Heat, I did the same thing. I got the idea from Bobby Darin.

“He was a major talent — actor, singer, songwriter. He had an understanding of music that not all singers had. Being a melody guy, I would play his vocals on the guitar. I always thought that if I could play melodies the way he sang them, it would enhance my style.”

The Ventures – Walk, Don’t Run

“The Ventures were the masters of melody. There were very few solos in their songs — most of what they did involved playing the melodies, but they did so beautifully. Their recording of ‘Walk, Don’t Run’ is their interpretation of a Johnny Smith song, which was a little jazzier.

“The Ventures made it more straight-ahead, expect for the B section, where they kept the shuffle feel. When I first heard it, I was like, ‘Wait a minute… These guys are changing the groove!’ I thought that was pretty cool. Here I was going straight-ahead all fours, and then it starts to swing. I thought that was brilliant.

“I learned how to play all the songs on this record. Simple is the wrong word — they were divinely economical. Sometimes not much needs to be said to make a point. It’s like when people won’t stop talking after they’ve already said all that’s necessary. If you talk to guitarists of my generation, they’ll talk you how the Ventures played a big part in their development.”

Henry Mancini – “Peter Gunn Theme”

“Growing up in Mexico, we didn't get a lot of American television, but we did get the series Peter Gunn. I was studying classical piano, and I said to my teacher, ‘I just saw this TV show with the coolest theme written by Henry Mancini.’ I want to learn how to play it.

“My teacher got a book of all the songs from the Peter Gunn series, and I learned to play them on piano. I wore out the soundtrack to Peter Gunn. What an iconic riff.

“There was another series, Mr. Lucky, with music by Henry Mancini. I just fell in love with his work. When I started to play guitar, I was like, ‘I’m going to learn these songs, too.’”

The Lawrence Welk Show

“I know it’s not a record, but I’m including it anyway because the show was as important to me as any single or album. Very few American TV series were available in Mexico, but we did get Lawrence Welk, and I was glued to it because I’d get to see guitarists like Speedy West and Thumbs Carlisle.

“If I had been smarter, I would have learned to play like Thumbs, where you lay the guitar flap on your lap. Jeff Healey played that way. You could play chords on your guitar you normally couldn’t because you were able to stretch your fingers more.

“Ninety-five percent of the show was boring as well, but it was worthwhile when I saw guitarists of this caliber. Thumbs was a killer player, and Speedy West was the guy who got me thinking about steel guitar.”

Louis Armstrong & His Orchestra – Satchmo Plays King Oliver

“This is an album my dad had. He was a big fan of Dixieland and a big fan of Louis Armstrong. As a matter of fact, when I was a kid in Mexico, Louis Armstrong came to the country to play a show along with Ella Fitzgerald and Dizzy Gillespie. That’s when I was blown away by thinking that maybe I should study saxophone and trumpet, though I wound up learning a lot about soloing from trumpet and saxophone books.

“This is a great record. It’s Louis Armstrong playing music of his mentor, King Oliver. It’s just beautiful in so many ways, but the phrasing… Like I’ve said before about other records, there’s a welcoming quality to it. It wasn’t about crazy chops per se — it was more about accessibility and feel.”

Albert Ammons and Pinetop Smith – Safeway Records EP

“This was a record of four songs put out by the Safeway grocery store chain. I think they had a little record label at the time. My father bought it, and I played it all the time. You had Albert Ammons and Pinetop Smith — two pianos, four hands, insane. I was fascinated by the boogie-woogie style of piano playing.

“I learned to copy it the best I could on the piano, but then I started to wonder if I could incorporate that on the guitar. I was 11 or 12 years old, so I wasn’t like a music scholar going, ‘I must deconstruct the essence of Albert Ammons’ right versus left hand.’ I just thought it was way cool and wanted to imitate it.

“This was before I got a chance to listen to Chet Atkins and guitarists who were doing ‘right-hand thumb and chord’ guitar playing. Being so taken with boogie-woogie gave me a sideways intro to Delta blues, and that led to the approach of a single guitar melody line and chords.”

Billy Mure – Tough Strings

“Billy Mure was a really cool guitar player. This album is a compilation of his biggest recordings. They’re his versions of hit songs like ‘Apache’ and ‘Asia Minor’ — all great guitar stuff. He’s something of an undiscovered guy, a little like Jørgen Ingmann in that not a lot of people are familiar with him.

“I remember being struck by his version of ‘Walk, Don’t Run.’ It gave me another perspective that I liked. To my undeveloped juvenile brain, it was interesting to hear how somebody else interpreted the song. Some guys swing, some guys are more percussive, and some are more lyrical. I thought it was cool to hear new and different twists on somebody else’s style.”

Steely Dan – Can’t Buy a Thrill

“It was certainly life-altering for me when Steely Dan became a rather popular musical entity. There was a lot of interest in the record, especially from musicians — we seemed to be a musicians’ band who made a musicians’ record. When the album was released, it immediately opened a whole world of studio work for me. The L.A. studio scene was on fire, and I got a ton of work.

“We didn’t think it was going to be particularly successful. I mean, everybody hopes for that, but I don’t think we were convinced that this record was going that route. My attitude was, ‘Let’s just get it right.’ I concentrated on the music. I didn’t lie in bed thinking, ‘I’ll buy my Learjet, and then I’ll go to the Chateau Marmont.’

“It almost didn’t go that way, though. Our first single, which wasn’t on the album, was a song called ‘Dallas,’ and it was sung by our drummer, Jim Hodder. Great voice. The song had a lot of pedal steel and country guitar.

“I’m not sure if it was Becker or Fagen who kind of panicked and thought, ‘Wait a minute. The name is Steely Dan, and since nobody knows what Steely Dan is, we don’t want to be pigeonholed as a country band.’ It’s a really cool song, though, and I would have to say things worked out pretty well after that.”

Steely Dan’s Donald Fagen and Walter Becker were notorious for demanding perfection from their studio musicians, particulalry when it came to guitar solos. With a number of crème de la crème A-list session guitarists at their beck and call, the duo would push their hired guns to breaking point.

One example that typifies the Dan’s meticulous approach involves the sessions for the 26-second guitar solo in their jazz-pop hit single “Peg,” from the 1977 album Aja.

During the course of a week’s sessions, seven guitarists were called upon to deliver a blues-inspired solo that was both technically competent and memorable. The list of guitarists included session supremo Larry Carlton, whose solo on Steely Dan’s “Kid Charlemagne” is among the most celebrated in the group’s catalog, and Elliott Randall, who nailed his work on “Reelin’ in the Years,” from Dan’s debut in one take.

One of the often-cited names listed as one of the seven has been jazz virtuoso Steve Khan. Yet Khan categorically disputes this fact.

"I was never asked to take a shot at the solo section for that song," he tells Guitar Player.

Khan was, however, responsible for putting to tape that funky rhythm guitar groove on “Peg,” using a Fender Telecaster Custom through an old Fender Amp with a clean sound.

"When Donald and Walter asked me if I could come-up with something for the intro, I wasn't sure what they were looking for,” he recalls. “But I tried playing the long, held chords with an MXR Flanger, with the regeneration knob turned all the way up. This is something that I would never do, because it is a rather tasteless and highly juvenile sound.

“But for some crazy reason they really liked it, and it stayed. It reappears later in the song. No one was more surprised than me.”

As it happened, the first guitarist to attempt the solo for “Peg” was Becker himself. When his effort failed, he and Fagen went scouting for a session player who could contribute the type of blues-tinged solo they were seeking.

“This tune is, I think, infamous among studio players in that we hired a couple guitar players to play the solo,” Fagen said in the documentary about the making of Aja. “And it wasn’t quite what we were looking for till we got through three or four… five…”

“Six or seven,” offered Becker.

“Six or seven… eight players,” Fagen continued.

The first call went out to Robben Ford, whose style combines blues, jazz and rock in a stylistic singular fusion. Once again, the results weren’t to the duo’s satisfaction. Becker made another unsuccessful attempt before calls were made to Carlton, Randall, Rick Derringer and two others whose names have been lost to the mists of time. Still nothing.

“And then finally Jay Graydon came in,” Becker said, “and did it with no difficulty whatsoever.”

Session guitar ace Graydon had been working as an arranger and guitarist on another project helmed by Steely Dan engineer Roger Nichols.

“Roger mentioned that Donald and Walter had gone through many players regarding a solo on one song and were not happy with the results,” Graydon tells Guitar Player. Graydon expressed interest in giving it a shot. “So Roger said he would ask the guys to hire me.”

Once at the session, Graydon says he spent a marathon five hours setting up his gear and dialing in the sound. His meticulous preparation allowed him to focus his attention fully on the task before him once it was time to work on his solo.

“Within the first hour, I mostly played my standard pop/pop jazz solo vocabulary of the era, hunting for melodic connections,” he recalls. “Some of the passes were better than average, but not what was needed to really jump out as a quality solo.

“We took a break and when getting back to work, Donald mentioned the key factor regarding the approach. He said something like, ‘Think blues from time to time.’ “That was the key to the concept.”

Graydon explains that the chord changes in “Peg” bounce back and forth between “a major 7th chord and an add 2 chord, with the third in the bass,” specifically C major 7th to G2/B.

“With Donald's suggestion in mind, the key was to think melodic stuff — major scale sweet notes — over the major 7th shapes and try to incorporate occasional blues ideas — flatted 7th and flatted 3rd — over the add-2 shapes when possible.” After a few attempts, Graydon hit upon the Hawaiian guitar–style double-stops that open the solo. “I fell into the double-stop thing, which is a perfect example of the concept mentioned — bending strings between major and dominant. The guys dug it.

“The next section also kind of falls into the same concept. I switched thinking between melodic major and dominant while walking my way down. The same applies regarding the open string pull offs.”

With just four bars left to go, Fagen suggested Graydon play a fast lick. “I did so within a D major scale, and then wandered my way down the neck, grabbing notes that would set up a nice transition regarding the return of the vocal.”

For gear, Graydon used the 1963 Gibson ES-335 semi-hollow that was his go-to electric guitar for all his session work. “The amp was a Fender Deluxe highly modified by Paul Rivera,” he adds.

“I also used a [Dan Armstrong] Orange Squeezer compressor and volume pedal. The Orange Squeezer was plugged into the 335’s output jack, a six-foot guitar cable was plugged between the Orange Squeezer output and volume pedal input, and a 30-foot cable was plugged between the volume pedal output and amp input.”

Graydon says the volume pedal was there simply to eliminate amp noise before and after the solo and save the engineer from having to mute the track. “Since I was using a distortion gain structure, the noise level was quite high,” he says.

Like the other guitarists before him, Graydon didn’t know if his contribution had made the cut.

“When I walked out of the studio at the end of the night, I didn't know it was a keeper,” he says. “But I turned the radio on one day, and there it was! I thought, ‘Hey, I made it!’”

As for how he succeeded where so many guitar aces had failed, Graydon makes no claim to greatness.

“I just played what I felt would be good for the track,” he says. “To me, it wasn't difficult. I just went for it! I didn’t care if I’d crashed into a musical brick wall. I thought my performance was just sideways enough to make it on the record.”

It was certainly enough to please pair of task masters like Fagen and Becker who, long after Aja was released, continued to marvel at the ease with which Graydon gave them what they wanted.

Says the guitarist, “Donald once told an interviewer, ‘We’d never heard of Graydon. He came in and essentially knocked it off.’”

In their initial run, Steely Dan were a short-lived but tirelessly creative outfit that produced seven albums in the eight years following their 1972 debut, Can't Buy a Thrill. The record wowed audiences with its deft balance of classy musicianship and radio-friendly hooks, but guitarist Denny Dias, who was an integral part of the album, says ringleaders Walter Becker and Donald Fagen intended to dissolve the group's first lineup at the earliest opportunity.

By 1974's Pretzel Logic, Dan's third full-length, the Becker-Fagen tandem had turned increasingly to musicians-for-hire to help them create their songs in the studio.

Dias says that's because the pair “never wanted to have a band” in the first place.

Steely Dan came to be after Fagen and Becker were hired as staff writers by ABC. As of their 1972 debut, the group was rounded out by guitarists Dias and Jeff "Skunk" Baxter, drummer Jim Hodder and vocalist David Palmer.

It was producer Gary Katz who suggested the duo start a band after their musical arrangements proved too complex for the ABC artists they were originally intended for.

But Dias — whose fluid playing can be heard in the electric sitar solo on the Thrill hit "Do It Again" — says a consistent lineup was never in their line of vision.

“They never wanted to have a band," he tells Rick Beato. "They wanted to be able to hire great musicians.

“As Donald Fagen used to say, he wanted to make perfect records. I always knew this, but he needed to have a band to get a record deal.”

Katz would soon sign Steely Dan to ABC and go on to produce all of their albums through to 1980's Gaucho, the last before Dan took a semipermanent retirement. After Can’t Buy a Thrill proved a success, Becker and Fagen began to pivot.

The Baxter-Dias guitar partnership remained in place on '73 sophomore effort Countdown to Ecstasy, but Palmer — who was brought onboard simply because Fagen was uncomfortable singing onstage — was ousted once Fagen gained confidence in his vocal abilities.

From then on, Steely Dan's albums were packed with session players.

“Once they got into a position where they could afford to stretch out and do things more to their liking, they just dissolved the band,” Dias says. “I would have preferred a band myself, but I could see their point, because the music was getting more and more difficult to play. It was at the edge of our abilities.

“I thought the world was a better place with this music being produced the way they wanted it. So I said, 'Sure. Whatever you want.'”

Baxter was out of the picture come 1974. Dias seized touring responsibilities that same year, but continued contributing in the studio until 1977. It is perhaps because of Dias’s willingness to go with the flow of the changing tide that he stuck around much longer than Baxter.

Dias tells Beato he did extract a key bit of knowledge from Becker before his term with the group was up:

“I once said to Walter, 'How do you write a song with such intricate harmony that sounds like it belongs on the AM radio?' He says, 'Well, that's the beauty of it. You know, the kids won't know that it's sophisticated.'”

Baxter, meanwhile, would go on to join the Doobie Brothers, forging a fruitful partnership with Patrick Simmons, while simultaneously becoming one of the premier session guitarists of the decade. His resume includes records with Elton John, Cher and Joni Mitchell.

“I wanted to be the top gun of studio guitarists,” Baxter told Guitar Player. He certainly achieved that. He's also recently discussed the strange gear swap he made with Jimi Hendrix.

Naturally, Dias’s iconic "Do It Again" solo was another topic of conversation with Beato. He reveals he tracked it on a “piece of crap” rental guitar — a Danelectro Coral — that was meant to sound like a sitar but did little to convince him.

“I’ve only seen it that once and just for about two, three hours,” he admits. “It was basically a Danelectro guitar with a special bridge that made it buzz and sound like a sitar. We rented it because Donald thought he wanted to have a droning sitar like the Beatles.

“It just wouldn't drone,” he adds. “You need a real sitar and somebody that knows how to play one. When I picked the thing up and they started running the track, I just started improvising. And then somebody said, ‘Well, why don't we just do the solo with the sitar?’”

During the early 1970s, while other hotshot L.A. guitarists hustled session gigs at auditions, Jeff “Skunk” Baxter was in the enviable position in which jobs came to him.

“The first thing I did when I came to town was go to work at Valley Sound repairing and customizing guitars,” he explains. “That put me in touch with every player around. Folks would come in and say they needed somebody to sub for them on sessions. I don’t even remember auditions.”

Baxter’s spunky, melodic and highly sophisticated approach to playing quickly made him a first-call pick during the early years of L.A.’s post–Wrecking Crew era.

“I wanted to be the top gun of studio guitarists,” he admits. “It was a challenge and a goal. I loved the pressure of playing with other musicians and trying to make a record great. The pressure made me learn faster. It stimulated my capabilities.

“The better I played, the more it allowed me to help other musicians reach their goals. I loved being part of the whole process.”

While juggling sessions and performing occasional live gigs (for a time he played pedal steel for Linda Ronstadt), Baxter co-founded Steely Dan, appearing on the group’s legendary first three albums — Can’t Buy a Thrill, Countdown to Ecstasy and Pretzel Logic. Upon exiting that band, he signed on for a five-year run with the Doobie Brothers that culminated with the group’s multimillion-selling album Minute by Minute.

“The whole idea was always the same: play, play, play,” he says. “Play guitar, play pedal steel, play dobro, play acoustic, whatever. Take advantage of any and every opportunity.”

As for which he enjoys more, session work or operating as band member, Baxter says, “It’s apples and oranges. Those are two very different worlds. Whether I preferred one more than the other, I think there was a natural symbiosis and each contributed to the other.”

For the past few years, Baxter has been touring behind his first-ever solo album, Speed of Heat. Recently, he took part in the star-studded Rock Legends Cruise XII as well as the Rock ‘N’ Roll Fantasy Camp’s “Jam with the Masters.”

Before he sets sail once again, this time on the upcoming ‘60s and ‘70s-themed Flower Power Cruise, he sat down with Guitar Player to discuss his electric guitar work on five particularly notable songs from his illustrious career.

“My Old School” — Steely Dan (1973)

“We rehearsed the track a few times before we cut the basics. The solo and all the solo parts were done as overdubs, so I was familiar with the song and had time to think about it. But I didn’t think a lot about it.

“The guitar that I used for the solo was something I had literally finished working on at Valley Sound. It was a Strat body that a friend of mine and I had made. I took that body, routed it out, inserted all the electronics, assembled it with a neck that I refretted, put it all together, plugged it in and checked it out.

“Then I threw it in the back of my car and went to the session.

“The solo section was something of a blank canvas for me to try out whatever I wanted. That was part of the joy of it all. I plugged that guitar into an Ampeg VT-22, and I played what I felt. It's always difficult to define the process in terms of how your subconscious works, but when I did it, it seemed pretty natural. I didn't have any difficulties in searching for what to do. It just kind of came. We didn’t do too many takes, either.

“I loved the song. Funny thing — as we began to tour and play it live, I ended up singing it. The more we played it, the more energy it seemed to generate. There were a lot of times, however, when Donald [Fagen] would sing it. We played it on The Midnight Special, and that performance was much more energetic than the recording.

“As we would play, I thought, Someday I’d like to find out what the limits are on this song. It just seemed like a vessel for energy. That’s how I came to record it for my solo album, Speed of Heat. I thought, Okay, this is the opportunity to give it a try.”

“Rikki Don’t Lose That Number” — Steely Dan, (1974)

“The M.O. was pretty much the same on this track. We’d rehearse, then cut the basics and do overdubs.

“People say, ‘A song within a song,’ and I think that well defines the pathway I took on ‘Rikki.’ I did give the solo a fair amount of thought because I wanted to try to create something that related to the song but also reflected it in multiple ways.

“I came in with a major pentatonic — that seemed to be the right way to get everybody into it. But as the song was slightly obtuse and had some intellectual depth to it, I thought, Okay, I need to reflect that for the second half. I looked at ways to approach melody and chords in a nontraditional manner. Then at the end, I thought, I need to finish with a melody that leads back into the song. I didn’t want to put a period on it – I used a comma.

“The guitar I used was the same Stratocaster I played on ‘My Old School.’ I’m not sure which amp I used. I relied on a number of amps in the studio — the Ampeg VT-22 and also a Fender Deluxe Reverb that was modified by Paul Rivera.”

“Take Me In Your Arms (Rock Me)” — The Doobie Brothers (1975)

“I don’t know if we played it live before recording it. I think we recorded it first before we ever performed it. [Singer-guitarist] Tom Johnson brought it in. He wanted to sing it, and he did an incredible job. One thing I can say about the Doobie Brothers — we were a very well-rehearsed band. Everybody in the band supported the idea of intense rehearsals. I’m sure we ran down this song until it sounded right.

“That said, the solo went by very quickly — maybe one or two takes. It was pretty much improvisation. I think I’m always singing in my head. I noticed there are musicians who do that. I used my Stratocaster again, and the amp was probably the Deluxe Reverb.

“It felt good. Ted Templeman, the producer, went, ‘That's it!’ The song did very well for us. There were probably some people who weren’t familiar with Kim Weston’s original recording. Because the Doobie Brothers had such a definitive style, and Tom’s voice was so unique, I think some folks thought the song was an original of ours.”

“Hot Stuff” — Donna Summer (1979)

“I can't speak for [producer] Giorgio Moroder or any of the other folks involved, but I think they were looking for a vehicle to incorporate a rock flavor to a disco format. The idea was to generate a crossover for Donna Summer from a strictly disco genre to more of the pop and rock arena.

“A gentleman called my assistant, and as I remember it, she told him that I that I didn’t have the time. When she told me about it, I said, ‘Why did you tell them that? Maybe you ought to let me make those decisions.’ I called back and spoke with Giorgio. He told me about what they were doing, and he said, ‘I want you to play whatever you want.’ I said, ‘I’ll play you what’s in my head.’ He was fine with that.

“I believe I brought my Burns Bison guitar with me. I did bring a six-pack of beer – that much is true. Giorgio meant what he said: He gave me complete license to do whatever I wanted.

“I did one pass at the solo, and then I looked at Giorgio and said, ‘Is that what you’re looking for?’ He went, ‘That’s it. You nailed it.’ Donna Summer might have been there. I know she was there when I played the solo on ‘Bad Girls’ with a Roland guitar synth. She was pretty engaged as an artist, so I would think she was around.

“Musically, we all have our personal preferences. If there was any resistance to disco among musicians, it was because much of that music was being made by machines and not live players. I would say for a majority of musicians, they probably felt that their livelihoods were threatened.

“Also, there was the feeling that someone somewhere was taking the human factor out of music. I have my preferences, too, but as a studio musician, my job is to leverage my craft to satisfy the needs of the producer and artist.”

“Speed of Heat” — Skunk Baxter (2022)

“I didn’t go into this song with any preconceived notions. The whole thing came about very simply after I walked over to a piano and played two-note chords. Suddenly, that morphed into a song. If there was any idea behind it, I guess I wanted to create a vehicle to burn over. Because it was a solo record, I could use the opportunity to have as much fun as possible and explore a lot of styles of music.

“CJ Vanston co-wrote and co-produced the track. We cut it to a drum machine, knowing that we wanted to bring in a live drummer and some other players. I used a Roland synth guitar — it’s a Fender Stratocaster platform modified as a guitar synthesizer. It’s a hybrid guitar that I put together. I even wound the pickups myself. That’s the guitar I used for most of the album, and I’m pleased to say, this is my 52nd year working with the Roland Corporation.”

The thorny subject of the greatest guitar solo of all time has long been a fiercely contested debate, probably because every solo is different. How do you compare, say, “Comfortably Numb” with “Crazy Train,” or “Stairway to Heaven” with “Sultans of Swing”? It’s impossible. Still, public opinion ebbs and flows, and we wanted to find out which solos currently rank among our readers as the greatest of them all.

So we ran a poll on GuitarPlayer.com to find out and here we present the results. We’ll take a look at the stories behind the songs and find out just what made those lead guitar breaks so great through conversations with Brian May, Kirk Hammett, Michael Schenker and others.

20. Gary Moore | “Still Got the Blues”

GUITARIST: GARY MOORE (1990)

The definitive blues guitar ballad.

Presented as the title track from his 1990 album, this wistful tune in A minor became Gary Moore’s calling card fairly late in his career, when he reinvented himself as a blues artist. There’s a point in the solo where you can hear the Belfast great switch from the neck humbucker to the bridge on the 1959 Les Paul Standard he nicknamed Stripe and start deviating from its main theme, mainly sticking within the A minor pentatonic scale, with a few notes from the Aeolian and harmonic minor scales.

Moore was plugged into his prototype Marshall JTM-45 reissue head with one of the company’s newly designed Guv’nor distortion pedals out in front. More than 30 years later, this remains one of the most raw and expressive blues tracks, with Moore almost fighting his guitar at points, yet never failing to deliver the goods

19. Metallica | “Fade To Black”

GUITARIST: Kirk Hammett (1984)

Metallica’s first ballad features some of Kirk’s most epic playing.

Recorded at Flemming Rasmussen’s Sweet Silence Studios in Copenhagen in February and March 1984, Ride the Lightning, Metallica’s sophomore album, was more progressive and stylistically greater in scope than the all-out thrash assault of their debut, Kill ’Em All. That change is evident on “Fade to Black,” which features acoustic guitars and a nonstandard structure more akin to the “Stairway to Heaven” school of songcraft. But it is the song’s timeless melodic solo that most vividly signals a stylistic shift in guitarist Kirk Hammett’s playing. And the signature element he employs for the last solo is arpeggios.

“I have been playing that song for so long now,” Kirk tells our sister publication Total Guitar. “For the very last solo, I know how I want to start it, but then I am in an area where I can improvise for 16, 18 or 24 bars, and then [drummer] Lars [Ulrich] will hit a certain fill, which means that it’s up and it’s time for the arpeggio part. And then I just slide right into those arpeggios.” And they are arpeggios played on two strings, Hammett specifies. “When guitar players first started incorporating arpeggios into their playing, before the whole Yngwie sweep-picking thing, arpeggios were played on two strings – not three or four strings,” he explains. “And that was what the vogue was at the time in the 1980s, so I have been playing those for a long time. I use my middle finger just to anchor my position on the neck.”

That’s a great tip from the man who plays the solos. But how should you tackle them yourself? First, there are two essential scales you’ll need to know: the B natural minor scale and the B Phrygian mode, both shown below. These cover you for the entire opening 30 bars, which, let’s face it, is a lot of music, so this is a good reason to learn a couple of shapes if ever there was one.

To make it simpler, most of your time is spent in the natural minor scale. Not until around bar 20 will you find yourself briefly landing on the C note, which appears in the Phrygian mode. The bottom line is that Hammett improvises this part of the solo live – and these are the shapes he uses.

Up next are those two-string arpeggio shapes, and they’re 16th notes – all of them! At 142 bpm, it’s pretty fast, but Hammett doesn’t pick every note, opting to use pull-offs to make those rapid licks easier. It’s definitely something to experiment with and if you’re still struggling, you could try adding in an occasional hammer‑on, too.

18. Steely Dan | “Kid Charlemagne”

GUITARIST: Larry Carlton (1976)

Messin’ with the “Kid.”

Steely Dan’s catalog is filled with remarkable guitar solos, but Larry Carlton’s brilliant work on The Royal Scam’s “Kid Charlemagne” remains the most celebrated. Carlton strings together a series of tasty phrases that follow the underlying chord changes with a blend of inside and outside playing that is technically mind bending and emotionally satisfying.

“I was pretty familiar with the tune, so I just improvised,” he tells Guitar Player. “People think I’m kidding when I say that, like I had worked the solo out beforehand, but I didn’t. It was straight improv, and it worked.” Very well, in fact. Perhaps more has been written about his solo than of the song itself.

Despite the acclaim, Carlton was, and remains, nonplussed. “When the record came out, there was a wonderful review of the tune in Billboard and they raved about the solo,” he says. “I put the record on and listened to it with my wife, and at the end of it I said, ‘I don’t know. It just sounds like me.’”

17. Cream | “Crossroads”

GUITARIST: Eric Clapton (1968)

The finest rock and roll cover of an acoustic blues song.

It started as a blues tune called “Cross Road Blues” by Robert Johnson and became one of the finest examples of natural ability, soulfulness and showmanship from a virtuosic 22-year-old guitarist named Eric Clapton. His reimagining of the song as “Crossroads” further cemented a legacy that by then had earned him the nickname God.

Famously recorded at San Francisco’s Fillmore West venue for supergroup Cream’s Wheels of Fire album, Clapton’s arrangement retains the soul and spirit of Johnson’s original but updates it for a contemporary audience raring to cut loose and be entertained by dazzlingly quick, passionate musicianship.

Remarkably, Clapton is no fan of the performance: He complains that the band lost the “one” in the first verse of his second solo break, thereby throwing off his phrasing. That’s perfectionism for you. For everyone else, this four-minute track remains a source of fascination more than 50 years on.

16. Eric Johnson | “Cliffs Of Dover”

GUITARIST: Eric Johnson (1990)

Heavenly tones from the Texan great.

This instrumental won Eric Johnson a Grammy for its exquisitely tasteful guitar playing and jaw-dropping tones. For the recordings, the Texan musician mainly stuck with his early ’60s ES-335, though he chose to use his 1964 “Virginia” Strat for the opening lead and parts of the main solo. The guitars were fed into a 100-watt Marshall Super Lead, with an Echoplex and BK Butler Tube Driver to help achieve those smooth, violin-like tones and warm sustain.

“I first heard him in 1986 on Live at Austin City Limits,” Joe Bonamassa told us in 2015. “It was ‘Cliffs of Dover,’ and it was just terrifyingly good guitar playing. I wasn’t even sure if it was real! Then I saw him live, and his tones were the best I’d ever heard. I wondered how this guy was getting all of these sounds out of his Strat. I’d never seen anybody have such a forward-thinking rig like that.”

15. Prince | “Purple Rain”

GUITARIST: Prince (1984)

The Purple One’s defining guitar moment.

The epic outro to “Purple Rain” – which takes up nearly two thirds of the song itself – stands out as some of Prince’s finest work on the six-string, wailing away in G minor pentatonic and occasionally including some more modal notes, like the minor 6th. There’s also that repeating motif that dances around the 2nd and minor 3rd intervals.

It’s simple and effective, setting things up for the vocal melody that comes in toward the end. It’s not a busy solo by any means. Rather, the Purple One chose to leave a lot of space in between the lines he played and focus on big hooks instead of monster licks.

Prince would extend the solo for up to 15 minutes in live performance. While there are many great live renditions of this track, his half-time performance for 2007’s Super Bowl in Miami is the stuff of legend. Shredding alone onstage in the middle of a storm, Prince seemed to be living the moment for which this song was written.

14. Deep Purple | “Highway Star”

GUITARIST: Ritchie Blackmore (1972)

Race with devil on English highway.

“I wrote that out note for note about a week before we recorded it,” Ritchie Blackmore said of his remarkable and most definitely memorable solo to “Highway Star.” “And that is one of the only times I have ever done that. I wanted it to sound like someone driving in a fast car, for it to be one of those songs you would listen to while speeding. And I wanted a very definite Bach sound, which is why I wrote it out – and why I played those very rigid arpeggios across that very familiar Bach progression – D minor, G minor, C major, A major. I believe that I was the first person to do that so obviously on the guitar, and I believe that that’s why it stood out and why people have enjoyed it so much.

“Over the years, I’ve always played that solo note for note, but it just got faster and faster onstage because we would drink more and more whisky. [Keyboardist] Jon [Lord] would have to play his already difficult part faster and faster, and he would get very annoyed about it.”

13. Guns N’ Roses | “Sweet Child O’ Mine”

GUITARIST: Slash (1988)

A game of two halves.

Slash’s solo on this Guns N’ Roses breakthrough single is rock guitar at its finest. The first half is laid-back and modal, built around the Eb minor scale with a few major 7ths thrown in for a harmonic-minor flavor. The second half is much more aggressive and bluesy, and sticks mainly to position one of the pentatonic scale an octave up the neck in the same key. The bends feel that much wider and the vibrato more pronounced.

Slash plays the first section on the neck pickup for thickness and warmth before switching over to the bridge for more bite, with his Cry Baby engaged. Perhaps most impressive is his off-the-cuff sense of feel and how he strings it all together, which is the mark of any great guitar solo. Remarkably, although Slash’s riff was responsible for the song’s creation, he wasn’t fond of the song originally. “We were a pretty hard driving band, and that was sort of an uptempo ballady type of a thing,” he said. “So it’s grown on me over the years.”

12. Ozzy Osbourne | “Crazy Train”

GUITARIST: Randy Rhoads (1980)

Fretboard fireworks galore on Ozzy’s Blizzard of Ozz comeback.

The Double-O has often cited Randy Rhoads as the man who saved his career – and when you hear the solo on “Crazy Train,” you understand why. Although Rhoads’ classical- and modal-based approach was far from Tony Iommi’s blues leanings, he was, like Ozzy’s old bandmate, a true inventor.

There’s a section toward the end of this solo that actually sounds like a train squealing off the tracks, thanks to the use of a chromatically ascending trill that then descends in key. Rhoads concludes the solo with a fast-picked F# minor pentatonic phrase before a rapid Aeolian legato run ending with a big bend on the 19th fret.

The shredder performed the solo with his customized Jackson guitar through a Marshall and a couple of 4x12s while sitting in the control room. “We’d plug the guitar directly into the console,” recalls Blizzard of Ozz engineer Max Norman. “We’d preamp it in the console and send it down to the amp from there. That way we could control the amount of gain that hit the amp.”

11. Michael Jackson | “Beat It”

GUITARIST: Eddie Van Halen (1982)

Breathtaking results from an unlikely pairing.

Asked to contribute guitar to Michael Jackson’s Thriller album, Pete Townshend declined but offered a suggestion: How about Eddie Van Halen? Jackson and producer Quincy Jones thought that was a great idea, and got Ed onboard to play the solo to “Beat It.” But after hearing the part where he was asked to solo, the guitarist was unhappy with the chord changes and had the engineer edit the tape to create a new pattern that better suited what he had in mind.

Ed knew Jackson might be surprised and possibly unhappy with his executive decision. “So I warned him before he listened,” he told CNN in 2012. “I said, ‘Look, I changed the middle section of your song.’ Now in my mind, he’s either going to have his bodyguards kick me out for butchering his song, or he’s going to like it. And so he gave it a listen, and he turned to me and went, ‘Wow, thank you so much for having the passion to not just come in and blaze a solo but to actually care about the song and make it better.’” And he did it for free.

10. The Beatles | “While My Guitar Gently Weeps”

GUITARIST: Eric Clapton (1968)

An uncredited Slowhand makes a rare guest appearance with the Fab Four.

By 1968, George Harrison was penning compositions that rivaled those of his bandmates John Lennon and Paul McCartney. “While My Guitar Gently Weeps” was every bit as good as anything his musical partners wrote, but no one could get up the enthusiasm for it, so Harrison invited his pal Eric Clapton to play on the session, knowing it would put the Beatles on good behavior.

Using Harrison’s 1957 “Lucy” Gibson Les Paul through a Fender Deluxe amp, Clapton doesn’t so much mimic the haunting, aching main melody as he creates a harrowing song within a song. His descending bends and release notes, and that inimitable vibrato, are on full display and are appropriately tear-jerking, weaving a dramatic narrative that builds to a shattering climax.

9. Chicago | “25 OR 6 TO 4”

GUITARIST: Terry Kath (1969)

Wah-drenched ecstasy.

This magazine once described Terry Kath’s “25 or 6 to 4” solo as “Wes Montgomery meets Jimi Hendrix,” and it’s a fair point, as Kath was influenced first by jazz and, later, hard rock. As a founding member of the jazz-rock band Chicago, he held down guitar duties for the group until his tragic death from an accidentally self-inflicted gunshot wound in 1978.

Though his superb playing graced many tracks – notably “Introduction” and “Free Form Guitar,” both from the group’s 1969 debut, The Chicago Transit Authority – there’s no denying the power of his soloing on the group’s early hit “25 or 6 to 4.” Kath uses his wah generously to add emotion to his lines, giving them at times a frenetic despair.

Kath most likely played his Gibson SG Standard, as pictured on Chicago Transit Authority’s inner sleeve, using his favored string set, as revealed to GP: the high E string from a tenor set and a standard set for the rest, moved down one string (i.e. high E for the B string, B for the G string, and so on).

8. Lynyrd Skynyrd | “Free Bird”

GUITARIST: Allen Collins (1974)

The Bird is the word.

As it happens, the four-minute-and-24- second guitar solo that closes “Free Bird” was originally added to give singer Ronnie Van Zant a chance to rest his vocal cords during Lynyrd Skynyrd’s relentless performance schedule. At 143 bars long, the solo is far and away the most epic offering here (in fact, it’s 286 bars of recorded music because the whole thing is doubled).

The tune appeared on the group’s eponymous debut album in 1973, and guitarist Allen Collins delivered the lot on his 1964 Gibson Explorer. As Lynyrd Skynyrd’s Gary Rossington once told Guitar World, “The whole long jam was Allen Collins himself. He was bad. He was super bad! He was bad-to-the-bone bad. When we put the solo together, we liked the sound of the two guitars, and I could’ve gone out and played it with him. But the way he was doin’ it, he was just so hot! He just did it once and did it again, and it was done.”

7. Dire Straits | “Sultans Of Swing”

GUITARIST: Mark Knopfler

An understated guitar hero fingerpicks his way to glory.

Right when the world was crowning Eddie Van Halen the new King of Guitar, along came the rather unassuming Mark Knopfler – schooled in rockabilly, blues and jazz – who demonstrated that you didn’t need walls of distortion to turn heads.

Knopfler composed this pub-rock classic on a National steel guitar but thought it sounded “dull” – that is, until he picked up a Stratocaster, at which point the song “came alive.” Using nary a hint of grit on a Fender Twin, he fingerpicks not one but two standout solos.

The first features a lyrical section of elegant, Chet Atkins-style single-note and chordal bends that sigh and swoon with dreamy romanticism. In itself, that would be enough, but the outro solo is the real attention-grabber, on which Knopfler builds to a dazzling set of spitfire 16th-note arpeggios – cleanly played, precise and rousing every time you hear it.

6. The Jimi Hendrix Experience | “All Along The Watchtower”

GUITARIST: Jimi Hendrix (1968)

The greatest solo in a cover version.

This song tops any list of covers that are better than the original. Guitarists invariably refer to it as a Hendrix cover rather than a Bob Dylan original, proof of how much Hendrix made it his own. Jimi’s rhythm playing is astounding, both in the intro and in the deft chord/ melody work of the verses, and of course, there’s the small matter of four guitar solos to consider. The man many refer to as the best of all time makes the most of his Strat and Marshall rig here, but it’s his offering at the 2:20 mark that we’re interested in. Following an opening run of octaves, he gets into his stride with a typically blues-based minor pentatonic approach in C#.

At 2:32, the main solo explodes into a trademark combination of rhythm and lead, plus funky scratching on muted strings. It’s worth playing along with the scratches, trying to keep a loose wrist and consistent down-up strumming. Those few beats alone will teach you a lot about Jimi’s groove and feel.

To get the sound, select a bridge-position single-coil pickup, dial in delay at around 350ms, add compression for sustain and opt for a Vox wah pedal or something similar. You’ll hear the wind begin to howl.

5. Eagles | “Hotel California”

GUITARISTS: Don Felder & Joe Walsh (1977)

Those iconic twin-guitar harmony lines took the Eagles to new heights.

The title track from the Eagles’ fifth album, and without doubt the song the band will be most remembered for, “Hotel California” frequently tops greatest guitar solo polls. The solo begins at 4:20, forming an extended coda, over which guitarists Don Felder and Joe Walsh trade licks before joining together to play those iconic harmonized licks at 5:39.

As it turns out, those harmony lines work in a relatively simple fashion. Felder and Walsh play an arpeggio of every chord, and the harmony is created by one of the guitars always playing one note lower down in the chord. For example, the notes of the Bm chord are B, D and F#, so, if the higher guitar plays an F#, the lower guitar will play a D, and so on.

This nugget of information can take you a long way to mastering those descending arpeggios. We won’t go as far as to say you could easily work it out by ear, but if you know the chords to the song, it’s possible to jam along. And you can’t say that about many of the solos on this list!

4. Queen | “Bohemian Rhapsody”

GUITARIST: Brian May (1975)

It might just be the biggest rock song of all time.

Following Freddie Mercury’s 1991 death and a cameo moment in 1992’s Wayne’s World, “Bohemian Rhapsody” became a trigger point for a worldwide outpouring of affection and respect for Queen. Their renewed popularity would continue into the new millennium as Ben Elton’s We Will Rock You musical and the band’s discovery of a different way to exist behind frontman Adam Lambert brought their music to a new generation.

And “Bohemian Rhapsody”? Unsurprisingly, it’s Queen’s best-known song, and its brief nine-bar solo is a short and sweet musical interlude, bridging the verses to lead into what’s become known as the song’s “operatic section.” Those two words alone should warn you that this song shouldn’t work. There’s no chorus and, aside from two verses, no repetition. But of course it does work, and Brian May’s solo is the perfect melodic break.

His phrasing is loose and natural, moving across the backbeat rather than sticking to a rigidly timed grid. The fastest licks are expressive bursts, rather than repetitive noodling, and his articulate pre-bend and vibrato technique demonstrates his beautiful touch. Somehow, within the confines of the complex structure of “Bohemian Rhapsody,” this solo is made to order.

3. Led Zeppelin | “Stairway To Heaven”

GUITARIST: Jimmy Page (1971)

Heaven-sent soloing.

From the moment Jimmy Page plays the opening run on his ’59 Fender Telecaster, right through to the flurry of notes and the wailing bend that completes it, this is guitar-solo perfection – a masterpiece of composition. Rather than wander aimlessly, Page creates a song within a song.

The opening phrases set the scene, as he adds notes to the pentatonic scale to follow the song’s final chord progression. A rapid mid-solo repeating lick raises the bar before a game of question-and-answer with a haunting overdubbed guitar leads into that last flurry and bend. As we say, it’s all about the composition: licks that track the chord changes, the contour of the melody and the pacing of the widdly bits all take the listener on a journey.

Three takes were recorded (the other two allegedly still survive, presumably locked in a Led Zeppelin vault somewhere), all of them improvised, although Page has reportedly said that he had worked out the opening line. But while we’re all certainly curious to hear those solos, let’s face it: They’re not going to be any better than the one we’ve come to know and love all these years.

2. Van Halen | “Eruption”

GUITARIST: Eddie Van Halen (1978)

Eddie’s iconic solo that shook the world.

With its mix of fast legato hammer‑ons and pull-offs, pinched harmonics, whammy-bar dives and two-hand tapping, Eddie Van Halen’s mind-blowing instrumental guitar solo inspired a generation of guitar heroes. While the tapping gets the attention, his tone, blistering legato and creative note choices are all equally important. Amid all that virtuosity, Eddie still played with joyous rock and roll abandon.

Remarkably, Ed was never completely happy with the released recording. “I didn’t even play it right,” he told Guitar World. “There’s a mistake at the top end of it. Whenever I hear it, I always think, Man, I could’ve played it better.”

His admission aside, the track is a technical opus. The first eight bars are a bluesy affair, whose virtuoso legato licks perhaps recall the mojo of Jimmy Page’s breakdown solo in Led Zeppelin’s “Whole Lotta Love.” It’s a theme Eddie develops over the following eight bars, taking notes from the major and minor pentatonic scales to add chromatics.

His tapping finale is probably one of the least understood solo sections in rock history. Eddie’s taps are not always on the beat, which makes for tricky timing changes as he switches from tapping the first and fourth sextuplet notes to the third and sixth notes. From start to end, “Eruption” is a masterpiece that would take most guitarists a lifetime to perfect.

1. Pink Floyd | “Comfortably Numb”

GUITARIST: David Gilmour (1979)

Gilmour’s greatness comes through in waves.

In a 1992 interview with MTV’s Ray Cokes, Gilmour was asked what he thinks of Keith Richards’ theory that songs, lyrics and guitar solos are “just out there in the air and you sort of grab them.” Gilmour agreed. “I think he’s right. They sort of appear as if they are out there in the air. But I don’t know how they get there.” But the best ones he said, just happen. “The best ones do, but often you work very hard and struggle over them.”

Gilmour's two "Comfortably Numb" solos are certainly among his best, and it’s easy to understand why our readers voted his efforts to be the number-one pick in our poll. But the real question is, which of those two solos qualifies for inclusion? Whichever way you go — and granted, most fans prefer the first solo to the second — there's certainly plenty to justify the song's position at the top.

The tone is legendary. Gilmour’s signal chain consisted of his iconic black Strat, then featuring a DiMarzio FS-1 bridge pickup, into a HiWatt DR103, with the essential EHX Ram’s Head Big Muff pedal. The FS-1’s fatness and the Big Muff’s smoothness leave no hint of the harsh treble that can plague Strats. With some extra help from an MXR Dyna Comp, Gilmour had so much sustain that he could hold notes as long as he wanted. As in his live rig, he combined a WEM 4x12 cab with a Yamaha rotary speaker lower in the mix, to add subtle modulation. The epic delay was added in the mix.

The first solo, in D major, uses the Strat’s neck and bridge pickups together, permitted by a custom switching arrangement. His phrasing here is the more unconventional of the two, with arpeggios and sliding passages. Gilmour’s use of the bar for vibrato – aided by its shortened tremolo arm – again distinguishes him from typical bluesers, inspiring many a fusion player in the process. He rakes into the beginning of many of the phrases, similar to Brian May, extracting all the excitement he can from every note.

By comparison, the outro solo’s licks are more standard, with phrases similar to Hendrix’s. The passages at 4:57 and 5:12 could be from “All Along the Watchtower” or “Foxey Lady,” but in this epic track few listeners would make the connection. It sounds both masterful and improvised at the same time. Gilmour has explained he created this impression by recording five or six takes and compiling the finished solo from the best bits of each. The result is stunningly well written, with a combination of repetition and development that keeps the excitement building for two minutes. The Hendrix-style blues lick returns at 5:27, longer and more intricate than before. The aggressive double-stops first appear at 5:15, and by 5:35 he has turned that idea into a motif.

For the climax, Gilmour shoots up an octave just when it seems he’s wrung every inch of expression from his maple neck. He descends back down the neck, incorporating one of his spectacular three-fret bends on the way, and finishes with another take on that double stop motif. It has all the excitement of an improvised performance, and all the structure of a careful composition.

Both solos share brilliant rhythmic awareness. Gilmour uses triplets, sextuplets, 16th and 32nd notes freely, within the same phrase. And check out the effect at 5:10 when he plays a lick in 16th notes and then immediately repeats and expands in sextuplets. A good solo can have great tone, rhythms, melody or expression, but only a work of rare brilliance features them all to this degree.

R.E.M. performed together publicly for the first time in over 15 years Thursday night (June 13) to celebrate their induction into the prestigious Songwriters Hall of Fame. Acoustic instruments in hand, vocalist Michael Stipe, guitarist Peter Buck, bassist Mike Mills, and drummer Bill Berry treated the audience to a spirited rendition of their massive 1991 hit, Losing My Religion.

“We are R.E.M.” Stipe said, before the band took the stage. “And this is what we did.”

Peter Buck switched to mandolin for the performance, laying out the song’s introspective intro melody, while Mike Mills handled acoustic guitar duties. Bill Berry, who left the band in 1997 after suffering a brain aneurysm, was back onstage, providing light percussion that accented frontman Michael Stipe’s melancholy vocals.

Other inductees at the star-studded event, held at the Marriott Marquis in New York City, included Donald Fagen and the late Walter Becker of Steely Dan, Dean Pitchford (Footloose, Fame, Holding Out for a Hero), Hillary Lindsey (Girl Crush, Jesus, Take the Wheel), and producer Timbaland, with special awards presented to Diane Warren (Johnny Mercer Award) and SZA (Hal David Starlight Award). 

Presenters, performers and guests included Keith Urban, Jason Isbell, Nile Rodgers, Richie Sambora, and Kevin and Michael Bacon.

Trey Anastasio had the lofty task of recreating two iconic Steely Dan guitar classics, Kid Charlemagne and Reelin’ in the Years, to kick off the celebration. 

Backed by a stellar house band featuring leader Rob Mathes, guitarist Erick Walls, bassist James Genus, and drummer Shawn Pelton, the Phish guitarist handled both lead vocal and guitar duties. Anastasio's performance paid homage to the memorable riffs created by Fagen, Becker, and studio guitarists Larry Carlton and Elliott Randall on the original versions, while adding his own unique flair to the songs.

“I loved them when I was a kid, I have all their albums. They’re probably some of the first guitar solos I ever learned,” he noted in his speech. “It is my great honor to induct them into the Songwriters Hall of Fame. I can’t tell you how much it means to me. I am a true fan.”

After watching Anastasio perform the medley, Donald Fagen joked, “We need more guitar players!” Fagen’s time at the podium was succinct, clocking in at under one minute. “I’d like to thank Walter Becker,” he noted, “wherever he may be.” 

Jason Isbell channeled his inner teenager when he hit the stage, tackling R.EM.’s It’s the End of the World as We Know It (And I Feel Fine) with reckless abandon, stabbing the rhythm out on his signature Fender Telecaster.

The song’s non-stop volley of words prompted him to exclaim “I’ve never said that many words so quickly in my life!”

“R.E.M. moved like a single instrument,” Isbell said in his speech. “The songs they created served a real purpose for kids like me growing up in a small Southern town. Somebody out there reluctantly clawing their way into the mainstream, who was just as strange and out of place as I was. I heard those songs on the radio all the time. I think it’s safe to say that thousands of outcast kids in the ‘80s had that same experience.”

On the red carpet prior to the ceremony, Isbell spoke of the band’s importance to his songwriting craft.

“Their song Nightswimming was huge for me – the melody and the way they worked on writing that song. When I was a kid and these songs were out, I was studying them. ‘How did this happen? How did it get created?’ 

“Michael wrote the lyric and Mills wrote the piano part, which is very symphonic in a way, almost classical. Classical as a genre, not an era. I think it’s amazing that they can collaborate like that, almost in an Elton and Bernie way. They worked together to make something that was stronger than the sum of its parts.

“I’ve known Mike Mills for a long time, and every time I see him, I try to tell him how important his counterpoint, background singing, and his ear for melody is. The way he played the bass. To be that busy and that far up past the fourth or fifth fret that often and not get in anybody’s way. If any of them had done anything different, it would have been a train wreck. But it wound up perfect.”

Mills also discussed his role in the band in a red-carpet interview.

“Because of the way Peter plays guitar, it leaves a lot of room for me to influence the direction of the song. Because he’s not bashing out chords, it leaves open space that I can fill with melodies that will determine the direction of the song. That’s been a constant since the beginning and the part I’ve enjoyed most about songwriting in terms of my bass playing. I get to steer the song the way I want it to go.

“I play guitar on a bunch of songs on the records but I’m seldom the guitar player. We have one of the best in the world with Peter, so we leave it to him.”

Buck, who rarely gives interviews, spoke to GP before the ceremony and discussed how his guitar style and love of using the right instruments for the song worked in tandem to enhance the band’s songwriting process. 

“I knew I wasn’t a shredder,” he said, “so I had to work with the skills and strengths I had as a player.”

He’s been a member of not one but two iconic bands: Steely Dan and the Doobie Brothers. And if that weren’t enough, he’s one of the most recorded session guitarists in history.

But despite the thousands of hours that Jeff “Skunk” Baxter has held a guitar in his hands, he claims that he’s never once gotten tired of the instrument. “Far from it. I feel like a child every time I pick up the guitar,” he says. “I’m just so fascinated by this magical invention and the sounds it can make. I think that’s why I’ve never gotten into a rut.

“Somehow, I’ve always held onto the excitement of playing the guitar. It’s always fun, and whether I’m in the studio or onstage, my brain is immediately attuned to learning what new thing I can do with it.”

That extends to playing at home, as well. For Baxter, random noodling, that athletic pastime of every guitar player on the planet, is out.

“I never sit around and just play mindless stuff,” he says. “When I watch TV, I try to play the melodies I hear, whether it’s a jingle or the theme to a TV show or movie. That way, I’m always playing something with a construction to it, and ideas come from it.”

Here, Skunk runs down a half-dozen pieces of solid advice for his fellow players…

1. Make a Metronome or Click Track Your Friend

“I started with a metronome when I took classical piano lessons as a kid. By the time I got into the studio scene, that slid right into using a click track.

“I never fought a metronome or click track – they were my friends. Plus, I was fortunate to have played with many great drummers who had excellent time.

“Working with an excellent timekeeper takes the burden off you, because you don’t have to worry about staying in time. Somebody else – or something else – is doing it for you. This is important in all music, but especially if you’re playing R&B. Groove and time are everything.

“You can buy an inexpensive metronome or click. I do recommend the Roland eBand JS-10. It has eight- and 16-bar grooves that are perfect for playing along to.”

2. Don’t Be the First to Solo

“We had this running gag whenever a new guy came into the studio. Invariably, he’d just play all over everything, so we’d say, ‘Hey, man, I really dig what you’re trying to do.’ It was a backhanded way of saying, ‘Okay, chill.’

“There is something called ‘guitar etiquette,’ and the idea is to be aware of what’s around you. Listen to the other players – it’s not just about you. If the idea is to serve the music, then you need to fit inside of it – and with the other players.

“So just listen. It may be the case that somebody else will have a really great idea. Just chill. If you’ve made it in the room, we know you’re good.

“You’ll get to play your great solos, trust me. But wait till it’s time.”

3. Use Your “Built in” Guitar Teacher

“Most people can sing; in fact, everybody can sing. Even if you don’t have a great voice, you can sing a melody, and that’s a beautiful and useful tool that you have available to you at all times.

“Think about it: If your brain can feed information to your vocal cords, why can’t it do the same for your fingers?

“I used to love listening to the recordings by [jazz pianist] Oscar Peterson. I would hear this grunting and mumbling in the background, and I realized that Peterson was singing along with what he was playing. It wasn’t what you’d call singing in the traditional sense, but in his mind he was vocalizing the music. He was connecting his voice to his fingers.

“Try it yourself. Come up with a simple melody in your head and try to sing it. Then play it on the guitar. After a few tries, you’ll be able to do it, and it’ll be different than what you might do if you were just playing. It’s a really great technique.”

4. Treat Your Fingerboard Properly

“I’ve always been a guitar-fixer guy. People still ask me to work on their instruments. They’ll say, ‘Hey, Skunk, I’ve got a problem with one of my guitars.’ And I tell them, ‘No problem. Bring it around the house and let me see what I can do.’

“One secret I have, whenever I refret a fingerboard, is that I use steel wool and wood oil on it. Then I let it dry, and I finish it by rubbing it hard with a piece of tanned leather. It shines everything up, and the frets love it.

“You don’t have to refret your guitar to do this; you can simply remove your strings. The steel wool removes 99 percent of the surface imperfections, but for some reason the leather takes care of that last one percent.

“Your fingerboard will feel so smooth, you won’t believe it. And don’t be afraid to apply a lot of pressure. Your guitar can take it.”

5. Spend Some Time Playing an Acoustic Guitar

“I’ve always found it strange when people would come to a gig with all this gear, and they’d say, ‘I just can’t get my sound.’ I’d think, Really? Why is that exactly? How about you just play the guitar?

“Maybe what you think is your sound isn’t your sound after all. Just play the guitar and worry about all that other stuff later.

“If you’re an electric guitar player, try to spend time playing acoustic guitar. An acoustic guitar makes you work a little harder. It makes you honest and keeps you honest. It’s good for your hands and fingers, and it brings you back to the soul of the guitar.

“It’s so personal – it’s right up against your body, and you feel its sound. There’s nothing like it. It shows you what you’ve got because it’s an undistorted, unprocessed and unbiased mirror of your playing.

“If you can sound good on an acoustic, you’ll sound good with anything. In fact, lately I’ve put heavier gauge strings on my electrics. I like that little bit of fight I get. It’s almost like playing an acoustic.”

6. Get Into Rhythm Playing

“B.B. King once told me that I was the greatest rhythm guitar player he’d ever heard. Talk about a high honor. It doesn’t get any better than that. To me, him saying that was especially important, as I consider the art of rhythm guitar one that is highly underappreciated.

“Everybody wants to play lead guitar, but it’s no big deal. In fact, I’d say that anybody can play lead. It’s true – you spend enough time going through solos in your room, and before long you’ll be a decent lead guitarist.

“But rhythm guitar is an art form and a skill unto itself. It inhabits an interesting and special place between the drummer and bass player. To anybody who thinks rhythm guitar is easy, here’s a test: Try to play the rhythm guitar part to ‘Clean Up Woman’ by Betty Wright. Let’s see how well you do. I guarantee, it’ll challenge you.

“Here’s another idea: Maybe take a few drum lessons. It will help give you an understanding of how a drummer plays a groove. 

"Or pick up a bass every once in a while and explore the world of playing the fundamental notes of different chords. It will help your rhythm guitar playing and give you a good basis for building chord intervals.”

Order Jeff "Skunk" Baxter's solo album Speed of Heat here.

I find it hard to imagine 1972 was 50 years ago.

This is in large part due to the fact that I was born on June 5th of that monumental leap year. What? You didn’t know 1972 is the longest year by the Coordinated Universal Time (UTC) standard? With the added day, plus two seconds, the six-string purveyors of the day took full advantage of the extra time on both electric guitars and acoustic guitars.

As this new decade was still revving its engines, rock and roll was expanding in 1972. With the guitar at the forefront, there was glam rock, shock rock, prog rock, southern rock and even jazz rock. What’s more, there was the further development of soft rock and heavy metal alongside the burgeoning reggae and country rock genres.

Also on the rise was a reverence for the album format. Thanks to my older brother Louis and his well-fortified stereo system, our Jersey Shore home was consistently shaking at the rafters with all the rock 1972 had to offer. I soaked it all in from my very beginnings.

All things considered, it’s safe to say I was born into this collection of essential guitar moments from 1972.

Let There Be Rock

By the second year of the tumultuous 1970s, the world of rock had expanded into subsets that celebrated everything from platform shoes and glitter to fake blood and guillotines, and even included electrified southern-fried country and blues.

This trifecta of disparate approaches garnered a worthy collection of guitar moments, starting with David Bowie’s fab The Rise and Fall of Ziggy Stardust and the Spiders From Mars. 

Bowie’s brilliance is matched by the prodigious playing of guitarist Mick Ronson.

Ex. 1 shows something similar to Ronson’s opening salvo in “Ziggy Stardust,” where open chords and arpeggiation patterns combine to make the prototypical glam-rock arena riff.

Shifting to the dark side, Ex. 2 takes its cue from the title track of Alice Cooper’s School’s Out, highlighting the vibe of the incendiary E Dorian riff played by shock-rock stalwarts Glen Buxton and Michael Bruce.

Completing the trio is an iteration of the Am riff of “One Way Out” (Ex. 3), from the Allman Brothers Band’s quintessential southern rock album Eat a Peach, courtesy of Duane Allman and Dickey Betts.

All three original tunes are as celebrated today as they were in 1972, from arenas to local watering holes.

Opening Lines

The ’70s was the decade of Detroit Iron, when nearly everyone drove a hot rod. If they weren’t cranking an eight-track, they were listening to an FM rock station, which was in the beginning stages of a transformation to the album-oriented rock (AOR) format.

Nothing had you leaning over to pump up the volume faster than a great guitar intro. Elliott Randall’s opening A major pentatonic licks in the Steely Dan FM staple “Reelin’ In the Years,” from Can’t Buy a Thrill, was a top contender.

Ex. 4 is inspired by and loosely based on this classic intro solo.

Ex. 5 brings to mind the dreamy relative major and minor arpeggios and modulating bends immortalized in that track.

Another classic is the unforgettable opening of the Bowie-penned glam-rock anthem “All the Young Dudes,” recorded by Mott the Hoople.

These are just two of the many songs that reeled you in from the first notes and entertained every type of rock apostle, both young and old, as they cruised America’s highways.

Hammer of the Gods

Two of the three bands considered the creators of heavy metal released records in 1972. With Led Zeppelin between Led Zeppelin IV and Houses of the Holy, the void was filled by Black Sabbath’s Vol. 4 and Deep Purple’s Machine Head.

Ex. 6 closely illustrates what Sabbath guitarist Tony Iommi laid down on Vol.4’s “Snowblind,” with his signature power chording and speaker-melting gain in check.

As for Deep Purple’s Ritchie Blackmore, he was in his creative prime at the time that the group dropped its magnum opus, Machine Head. Much like Zep’s fourth outing, Machine Head featured timeless tunes that have proven their longevity to this day, including the venerable “Smoke on the Water.”

While the opening riff has ascended into a ubiquitity for rock guitarists the world over, Ritchie’s fiery solo over a power chord backdrop in the key of G minor showcases such signature Blackmore-isms as pre- (or “ghost”) bends, adjacent-string rolls and 16th-note linear flurries.

This is all on display in Ex. 7, which presents a reworking of some key licks from this solo.

Though in its infancy at the time, metal began with these pioneering bands and with albums and moments like these.

Everyone is Experienced

But 1972 wasn’t all about high-gain licks and riffs. The influence of Jimi Hendrix, who died in 1970, was felt across the guitar pantheon. Indicative of the time were a pair of low-gain opening riffs from two different worlds but in no less capable hands.

Ex. 8 is patterned after a moment from one of prog rock’s most endearing releases, Close to the Edge, where perpetual ambassador Steve Howe threw down biting Hendrix-like chordal comping ideas in the key of E minor at the top of “Siberian Khatru.”

Ex. 9 offers a taste of the kind of dynamic-duo guitar work of the Doobie Brothers’ Tom Johnston and Patrick Simmons on the endearing hit “Listen To the Music,” a moment that still motivates muscle-car drivers of yore to turn up the volume at the first hammer-on into that E/G# triad.

Groove Collective

But cleaner tones and booty-shaking grooves were also heard in 1972, thanks to the impact of a Jamaican film called The Harder They Come, which starred musician Jimmy Cliff. While the movie was released to much fanfare (on the very same day I started my journey to 50), it was the film’s soundtrack that made history, as it’s widely regarded as the world’s introduction to reggae.

Ex. 10 is inspired by the infectious opening groove heard in the Cliff classic “You Can Get It If You Really Want,” which features hallmark reggae rhythm guitar approaches with its tightly voiced top-string triads, anchored to the upbeat and treated with some staccato phrasing.

Back on the mainland, James Brown and Al Green were creating some of their most significant works. The Godfather of Soul put Hearlon “Cheese” Martin’s lock-tight precision into the limelight with “Get On the Good Foot” from the album of the same name.

An homage to Martin’s hypnotic single-note staccato phrasing is paid in Ex. 11.

Adding to the title tracks explored, the beloved gem from Al Green’s Let’s Stay Together features the sultry guitar of work of Mabon “Teenie” Hodges perfectly nested between Green’s enthralling vocal performance.

Looking at Ex. 12 reveals a remodeling of four bars from this treasured work.

Unplugged

Although the era of the chimerical Les Paul/Marshall monster had fully arrived by 1972, it didn’t quell the acoustic guitar’s substantial presence, which had solidified in the 1960s.

In fact, acoustic guitars were behind some of the most successful single releases of the year, including Paul Simon’s controversial “Me and Julio Down By the Schoolyard,” America’s mesmerizing “Ventura Highway” and soft-rock troubadours Seals and Crofts’ irresistible “Summer Breeze.”

The main themes of all three songs have been reinterpreted in Examples 13–15.

Aside from Simon’s syncopated voice-led triads, the other two riffs make ample use of the acoustic guitar’s penchant for open strings.

Not to be outdone by his American counterparts, Canadian-born Neil Young released the best-selling record of the year with Harvest, which boasted the number one hit “Heart of Gold.”

A rendition of the perfectly sparse presentation of Em and D chords is found in Ex. 16.

Outro

With countless guitar moments still to gush over, it’s important to note that 1972 was also brimming with superbly constructed albums that had massive impact and further bolstered the emerging AOR radio format.

The year delivered classics that featured now-mythic guitarist pairings, including the Rolling Stones’ Exile on Main St. (Keith Richards and Mick Taylor), Jethro Tull’s Thick As a Brick (Martin Barre and Ian Anderson), Genesis’s Foxtrot (Steve Hackett and Mike Rutherford), and the Eagles’ self-titled debut (Bernie Leadon and Glenn Frey), which helped bring country rock to prominence.

Before the year was out, Deep Purple went on to release the Made in Japan live album, and Stevie Wonder released his own pair with Music of My Mind and the seminal Talking Book.

The latter gave the world the funk-rock classic “Superstition,” which features a punchy Hohner Clavinet keyboard riff that has been appropriated by guitarists in countless cover bands.

If all these moments and genre births are any indication of the benefits to an augmented leap year, I say bring on the next one UTC.

Make a list of the most iconic rock guitar solos of all time, and you’d be hard-pressed not to rank Elliott Randall’s scorching mixolydian mayhem on Steely Dan’s “Reelin’ in the Years” somewhere near the top.

Beyond his legendary work with the Dan, however, Randall has performed and recorded with dozens of artists ranging from the Doobie Brothers to Asia to James Galway, as well as producing myriad TV and radio jingles, serving as a technological consultant to major musical instrument manufacturers, and touring the globe as an in-demand teacher and clinician.

Back in 2007, we caught up with the man himself to get the lowdown on this legendary guitar solo.

The following interview extract originally appeared in the July 2007 issue of Guitar Player…

Was the "Reelin' in the Years" solo worked out in advance?

No. I never plan a solo in advance. If I did, it wouldn’t be improvisation, which to me is one of the most exciting things about being a soloist. What you hear on the Steely Dan record is the first recorded take of my response to the track.

I did an earlier run-through that many people in the studio felt was even better, but the tape machine hadn’t been armed and put into record mode. From then on, Katz [Steely Dan’s producer] never let a run-through go by without ensuring that it was being recorded.

What rig did you use to record it?

That was my ’63 Fender Stratocaster with a PAF humbucker in the neck position, straight into an Ampeg SVT amp.

The SVT wouldn’t have been my first choice for an amp, or even my fifth choice – but it was the only amp in the studio that night. My Strat has been my number one axe since 1965.

When you are asked to play on a recording, do you strategize your playing towards what you think the artist wants, or do you go in with the attitude that “they hired me for me” and do your own thing?

My job as a studio musician is to facilitate the making of the best possible recording. As I’ve also been a producer since the ’60s, I have specific ideas about how to do that, but if I’m not the producer of a session, it behooves me to make my clients happy.

And if they are asking for “classic Randall,” I have to determine what their concept of that is. Of course, I do love when someone wants me to be “collaboratively creative.”

Having worn both hats, how would you compare being a bandleader to being a sideman?

I started the live music program in NYC’s China Club in the early-mid ’80s, doing my own shows there on a bi-monthly basis. Great fun – with a good budget; I was able to put together bands of musicians I really admired as both players and friends. The mutual admiration manifested itself in the playing.

On the other hand, there are other situations, where a leader has a certain stigma to bear – where if anything goes wrong or if someone is unhappy because the bus is late or the Perrier is warm, he/she bears the brunt of the dissatisfaction. 

Being a good leader is about communication – being honest and diplomatic at the same time.

Being a sideman can be infinitely easier. Somebody picks you up. There’s an amp waiting for you at the gig. You plug in, you play, and at the end of the evening – hopefully you’ve had a really good time!

Browse the Steely Dan catalog here.

As part of a larger interview with electric guitar legend Jeff “Skunk” Baxter, we asked the Steely Dan and Doobie Brothers legend a few questions about his solo debut album, Speed of Heat.

Here, Baxter chats about his favorite tracks from the album, and why he decided to use its recording as an opportunity to put a new spin on a couple of beloved Steely Dan tunes.

Speed of Heat features a beautiful version of “Apache.” 

"Oh, thank you. Of course, I was familiar with both the Jørgen Ingmann version and the Shadows’ version – Hank Marvin and the Shadows. I always loved the song, and similar to 'My Old School,' I always thought there was a seed of power lurking in that composition. I thought, Okay, I’m going to have a try at seeing if I can inject some horsepower into this. And we definitely did. 

"It’s lyrical and majestic – cinematic. That was kind of the idea because 'Apache' refers to a very noble and majestic race of people. In my own way, I was trying to translate that." 

In your version of “The Rose,” you play pedal steel, but you don’t use it as a flavor; rather, you perform the vocal line on the instrument. 

"That’s correct. First of all, I love the instrument. It has a sound and a voice that, to me, is very special and unique. Some years ago, I was on the board of advisors for Guitar Player, and I was also writing a monthly column. For the 25th anniversary of the magazine, I was asked to do a tribute to guitar players that had passed on. I agreed, and I thought about it… and thought about it… Then I heard 'The Rose,' and I thought, this is a beautiful song. 

"There’s something about this, even without the lyric, that is just special. My contribution was to go up onstage and play an acapella version of the song. I got almost through the first verse when Adrian Belew came out, plugged in and started playing with me. He’s a friend, and I love his playing. By the time we got to the end of the second verse, we had a whole band – everybody had come out and played, and it was beautiful. 

"I thought about it later on when making the album. As a matter of fact, I’ve got a note here to call Adrian and thank him for helping inspire me. It just made perfect sense to keep the a capella part to showcase the voice of the pedal steel and demonstrate its beauty. CJ [Vanston, Speed of Heat's producer] wrote a beautiful arrangement of the tune, but as we were working on it, I thought, How do we turn the song into something that leaves people with a memory? 

"I started to think about my father, who I love very much. In the same way as when I had originally performed the song at the Guitar Player anniversary, in memory of great players that had passed, I did it in memory [of] another great man who passed – my father. All during the performance of it in the studio, that was on my mind. That was the motivator." 

You do radically different new takes on two Steely Dan tunes from your past. With “Do It Again,” you turn it into more of an R&B groover.

"Yeah, it’s a shuffle. I love the whole vibe of shuffles. I always thought it could go in another direction. A great song is a great song, so you can rework it. Don’t get me wrong: I have great respect for the original, but when CJ and I started looking at what we could do with the song, we felt like another groove was in order." 

And you rocked up “My Old School” a great deal. 

"I always thought the song could rock. It’s an idea I had for a while, really – I wanted to put some muscle in it. Some songs are sacrosanct, I guess, but not many. There’s always a new way to approach a song." 

I guess it wasn’t a stretch for you to sing it, as you had done so onstage with Steely Dan. 

"It wasn’t, but in point of fact, I did a scratch vocal and sent it off to Steven Tyler, because I really wanted him to do it. He listened to the track and said, 'Who’s singing it? It sounds pretty cool.' I told him it was me and that it was just a scratch, and he said, 'What’s the matter with you? Why don’t you sing it?' I told him, 'But I’m not a singer,' and he said, 'Yeah, you are.' So I said, 'Well, you know more about this stuff than I do, so I trust your judgment. I’ll take a shot at it.' I think it worked out pretty well." 

I love the nylon-string solo you do on the cut “Juliet.” But it’s hard for me to tell just by listening to it – are you fingerpicking that? 

"Yep, that’s fingerpicking – I’ve got sharp nails. That song came about one day when CJ and I set up to start working. Usually, we start out with a tempo on the drum machine just to see where it will take us. This one day, CJ walked away to do something and the drum machine was going, and that’s when I just came up with the opening riff. He came back and said, 'Wow, what’s that?' And just like that, we wrote the song on the fly. 

"I love it when that happens. Another ballad on the record, 'Giselle,' appeared out of nowhere in the same sort of way."

You and Jonny Lang trade knockout solos on “I Can Do Without.” How much planning went into what you two would play? 

[laughs] "As far as I know, we spent zero time worrying about who’s playing what. The idea of trading solos was something we wanted to do from the beginning. As soon as we had the track down, it just unfolded. It was almost too easy. 

"Jonny is a very tasteful player. He’s a guitarist who has a good amount of studio experience, and with that he’s developed a sense of etiquette. One of the things you learn from doing so much studio work is, you don’t stomp all over everybody’s playing; you kind of wait and see what everybody else is doing and add what you think is right. That’s etiquette. Jonny and I both understand how it works."

The album’s title track is full of hair-raising soloing, but you never lose the framework of the song and melody. There’s a meaning behind each solo. 

"Sure. That goes back to my first influences, the players who instilled a sense of melody and composition in me. There is a theme that we repeat – it’s not a fugue – but I did try to keep it moving and introduce new elements.  

"That was a fun song to play. I did a whole take, but then I found a couple of sections where I comped it. After that, I wanted to learn the whole thing and play it all the way through again, ’cause I think that’s important."

Throughout Jeff “Skunk” Baxter’s storied career, various theories – some fairly tame, others pretty outrageous – have been floated as to the etymology of his famous nickname.

In the annals of juicy rock and roll secrets, this one is a biggie. When asked if he would choose the occasion of this Guitar Player interview to make some news, the guitarist lets out a good-natured laugh. “Not a chance,” he says. “A girl’s gotta have some secrets, right? 

"There seems to be a lot of interest in this little tidbit,” he adds after some reflection. “And all I can say is, the answer will be revealed one day in my book. Not before.” 

Whenever that book arrives, it will no doubt feature an extensive index to list even a portion of the albums and songs Baxter has played on since he began his professional career in 1969. 

His spunky, melodic, and highly sophisticated approach to soloing – rocky enough for rockers, jazzy enough for jazzers – quickly made him one of the most in-demand, first-call studio guitarists during the glory days of the 1970s West Coast singer-songwriter period. 

Over the years, he’s performed on hundreds of records for a glittering array of music’s elite, including Barbra Streisand, Dolly Parton, Donna Summer, Joe Cocker, Rod Stewart, Carly Simon, Hoyt Axton, Bryan Adams, Ringo Starr, Glen Campbell, Joni Mitchell, and Rick Nelson, to name a few. Making Baxter’s accomplishments even more remarkable is his membership in not one but two legendary bands.

As a cofounder of Steely Dan, he appeared on the group’s iconic first three albums – Can’t Buy a Thrill, Countdown to Ecstasy, and Pretzel Logic – and performed sumptuous solos on numerous tracks, most notably “Rikki Don’t Lose That Number,” “Bodhisattva,” and “My Old School.” 

He followed up that stint with a five-year run in the Doobie Brothers, which saw the group transform from rowdy rockers into multi-Platinum, blue-eyed soul monsters. Baxter contributed standout moments that include his searing solo in the Motown cover “Take Me in Your Arms (Rock Me a Little While),” a star turn in which he constructs a perfectly formed mini composition that builds to a thrilling climax.

“Quite honestly, I never imagined that I would have had this kind of success,” Baxter says. “All I ever wanted was to play the guitar in a band and have fun. I didn’t know that it would lead to being a studio musician and everything else that has come my way. Whatever expectations I had at a young age were certainly met, and as my playing matured, and I matured, so too did the opportunities.” 

He pauses, then adds, “I think it’s important to recognize your accomplishments, but it’s more important to move forward. I’m privileged to be able to have the respect of my peers, but the success I’ve had came about because I applied myself. If I didn’t try my hardest, none of this would have happened.”

Self-taught as both a guitarist and guitar repairman (and later, as a designer and consultant for the Roland Corporation), Baxter established yet another career for himself in the early ’90s as a U.S. national security expert, once again under his own tutelage. 

After reading various aviation publications, he wrote a paper suggesting that the U.S. military’s ship-based Aegis anti-aircraft system could be reconfigured as a missile-defense solution. 

He gave the paper to former California Republican congressman Dana Rohrabacher, and in short order he became a defense consultant. Over the years, Baxter has worked for the Department of Defense, chaired congressional advisory boards, and done work for private defense innovators, such as Northrop Grumman. 

Asked if he can draw any parallels between guitar playing and working as a military consultant, Baxter says, “Sure. Whether it’s a guitar or a missile-defense system, there’s always a way to make it work better. I always say, ‘A radar is just an electric guitar on steroids.’ If you understand the physics, then you can grasp the plethora of concepts that have to do with frequency, transducing, broadcasting, electronics…all that stuff. Being a guitar player, I’m a techno geek anyway, so this kind of thing comes naturally to me.” 

Between playing in superstar bands (he was inducted with the Doobie Brothers into the Rock and Roll Hall of Fame in 2020), fielding recording session offers and working as a military defense analyst, Baxter squeezed in time to produce albums for Carl Wilson and Nils Lofgren, as well as for acts like Nazareth, the Ventures, the Stray Cats, and Billy and the Beaters.

It seems as if the one thing he never got around to was cutting his own solo album. He certainly thought about it, but it always seemed like something he would do down the road. “My standard line was always, ‘I’ll get to it someday,’” he says. 

That day is finally at hand, with the release of Speed of Heat (BMG/Renew Records), a dazzling mix of covers and originals that Baxter co-wrote with his keyboardist and producing partner, CJ Vanston. 

“I met CJ years ago at a jingle session in Chicago,” he explains. “It was one of those moments when I had this incredible, nonverbal communication with another musician. We just clicked, and I said to him, ‘If I ever do a solo album, I’m doing it with you.’” 

Originally, Baxter envisioned a record of instrumentals, and indeed, there are sublime examples, such as a loving rendition of “Apache” (made famous by the Shadows and guitarist Jørgen Ingmann) that brims with stinging and singing guitar lines, as well as a soaring and sensual version of “The Rose” (known to music fans from Bette Midler’s multi-Platinum-selling original for the film of the same name) that takes flight with Baxter’s lyrical pedal-steel playing. 

Other instrumental highlights include the turbo-charged rocking title track, an exquisite ballad titled “Juliet” that features an aching nylon-string acoustic interlude, and a spacey, almost cosmic R&B remake of Steely Dan’s “Do It Again,” on which he layers offbeat, jazz-tinged leads.

Over time, the album grew to include vocal tunes, and one of the most startling cuts on Speed of Heat is yet another trip through Baxter’s Steely Dan past: a raucous rock reinvention of “My Old School” that sees the guitarist turn in a rare and robust singing performance. 

His onetime Doobie Brothers bandmate Michael McDonald is in top form on the gripping ballad “My Place in the Sun,” and country superstar Clint Black shows off his pop sensibilities on the hook-filled winner “Bad Move,” which features a blazing guitar-and organ throwdown between Baxter and Vanston. And on the blues-soaked “I Can Do Without,” Baxter and guitar star Jonny Lang (here singing in a sinuous falsetto) engage in epic call-and-response leads. 

“The record was such a joy to make,” Baxter says. “CJ and I have such an affinity for composing and playing together, and we were blessed to have such amazing and talented artists join in. 

"The great thing was, they would come to me and say, ‘Hey, I heard you’re doing a solo album. Can I be on it?’ Which was great, but the thing we put to everybody was, ‘If you’re going to be on the record, you’re going to write with CJ and myself, and we want you to do something you’ve never done before. We wanted to go on a new journey with everybody. And I think we got there.”

You started playing the guitar at age nine. I understand that Howard Roberts was one of your first influences. 

"Absolutely. Even at a young age, I was struck by his sense of melody. Each solo he played was its own composition. The same is true for Wes Montgomery. Whether he was doing it on the fly or not, it had a structure to it. And, of course, I loved the Ventures because they played the melody of a great song. That hit me as a young kid, and it stuck with me." 

What kind of guitar were you playing as a kid? 

"I started out with a $16 Mexican guitar that my dad bought for me, and then I borrowed a number of guitars from different friends. Because of my father’s job in advertising, I grew up in Mexico City, where electric guitars were extremely expensive. But I was lucky enough to have friends who had guitars, so there was stuff around to play. 

"The first guitar that I ever bought was a Fender Jazzmaster, based on the advice I got from [the Ventures’] Bob Bogle after I’d written him a fan letter." 

As a young teenager, you played in bands in Mexico City. How developed were your abilities on the instrument at the time? 

"Well, I’m still not fully formed, and I sure wasn’t then. But I had a lot of energy. I knew four or five chords, and I was a fairly aggressive player, which was adequate for what we were doing. Everybody was just starting out, really. Even the best rock and roll bands, the most famous ones, were basically three- and four-chord bands." 

Were your parents cool with you playing in bands as a young kid? 

"My mom wasn’t thrilled. My dad wasn’t too sure about it, but he was always very supportive."

Just a few years later, you wound up working at music stores in Manhattan. How did that happen? 

"My father sent me to prep school in Connecticut to further my education. Because Connecticut is a long way from Mexico City, there were occasions where, instead of flying back home for Christmas or Easter vacations, I would just stay with friends in New York. That’s when I started to work at some of the music stores on 48th Street, which was the mecca for buying musical instruments. 

"I was about 13 or 14 at the time. I started repairing guitars, which I’d already been doing in Mexico because there was no one else to do it. I was working at Jimmy’s Music Shop, but there wasn’t a ton of repair work coming out of there. 

"One day, Dan Armstrong approached me and said, 'I’ll pay you $5 an hour to come and work with me' – which was a lot more than I’d been making. I went to work for Danny, and that’s when I really got to hone my skills, especially in terms of electronics, and I got to meet every great guitar player, because they all came to Dan Armstrong’s shop." 

Tell me how you came to meet Jimmy James, whom we all know as Jimi Hendrix. You actually played a gig with him, right? 

"This was at Jimmy’s Music Shop. A gentleman came in with a beat-up Fender Duo-Sonic. He wanted to upgrade the instrument or get a nicer guitar. I had already customized a Fender Stratocaster for a left-handed player who wanted to play righty; I made some changes to the vibrato arm and a few other small things. But the guy never showed up, so I just traded Jimmy James the Strat for the Duo-Sonic. 

"I got in trouble with Frank, one of my bosses. He said, 'What the hell was that?' I said, 'Well, he seemed like a nice guy.' And for that, I was docked two weeks’ pay. One day after that, Jimmy James came back to the store and invited me to come down to a club to see him play. 

"One night his bass player was late, so I got a chance to play a couple of tunes with him. We became friends – not deep, deep friends, but friends enough. We had some interesting conversations from then on. He was very kind and complimented my playing. Of course I loved his playing. I was just such a fan of Curtis Mayfield and Little Beaver [Willie Hale], and I could see how they influenced him. We had that in common." 

It’s such a rear-view mirror question, but did you have any sense that Jimi was destined for greatness just a few years later? 

"No. But when Chas Chandler came into the club to listen to him play, I did see the kind of audience Jimi had and response he got. You knew there was something there. Randy California was in the band, and he was a friend as well. We both agreed that this guy was going somewhere, but we couldn’t tell where. All you had to do was look at people’s faces as they listened to the music. There was certainly the suggestion that this wasn’t a mere club band." 

A few years later, you moved to California. Was it your idea to pursue the session scene? 

"I came out to audition as a pedal-steel player for the Flying Burrito Brothers. At the same time I found a job at Valley Sound, which was a place that repaired guitars and amplifiers. They hired me right away because they were looking for a guitar repair guy. I started repairing guitars for a number of the players in Los Angeles, and that’s how I got introduced to the studio scene. 

"Being in L.A. at the time was like a rocket boost. I met all the great players. I didn’t end up playing with the Flying Burrito Brothers, but I did play steel for Linda Ronstadt and did occasional gigs in the house band at the Palomino Club. Pretty soon we put Steely Dan together." 

When Steely Dan formed, was your guitar role clearly defined from the start?

"Not so much, but I do think they wanted me to bring my experience and skills and particular approach to the game. I had met Walter Becker and Donald Fagen on the East Coast through [ABC/Dunhill Records staff producer] Gary Katz, who was producing this band called Bead Game. I was doing sessions in New York and Boston at the time. Gary said, 'Would you be willing to work on a project that I’m doing with two songwriters, Walter Becker and Donald Fagen, and a singer named Linda Hoover?' I said, 'Yeah, sure. It’s a session – I’ll do it.' 

"After the first session, Becker and Fagen said, 'Wow, we’ve never heard anybody play guitar like that on our music.' And I said, 'Well, I’ve never heard music like this. I really like it.' We all agreed that we wanted to find an opportunity to put a band together. 

"Becker and Fagen moved out to Los Angeles to become staff songwriters at ABC/Dunhill Records. Me and a few other guys – David Palmer, who was a singer I knew from New York, and Jimmy Hodder, who was the drummer for Bead Game, and their friend Denny Dias on guitar – put together a band based on the songwriting opportunities that Becker and Fagen had at ABC/Dunhill. 

"We were rehearsing in Jay Lasker’s office – he was the president of the record company – and one day Jay came in and went, 'What the hell is this?' Gary Katz said, 'Well, we have this band...' Jay said, 'Okay, let me hear it.' We played for him, and he signed us."

Did the band start out fairly democratic? 

"In the beginning, it was somewhat democratic, because I think Becker and Fagen relied a fair amount on the expertise and capabilities of the other musicians in the band. As we began to progress, and obviously as the band became more successful, Becker and Fagen wanted to take more and more creative control. 

"I had the attitude of a studio guy, so I never really felt insulted or anything. After a while, though, they didn’t want to tour, and I really enjoyed playing live. By that time I was already playing with the Doobie Brothers, as well." 

You played some brilliant solos on Steely Dan tunes, particularly “Rikki Don’t Lose That Number” and “My Old School.” Becker and Fagen had a reputation for putting musicians through their paces. Did they direct you, or could you play what you wanted? 

"Most of the time, I could play what I wanted. As far as those two solos were concerned, it was pretty much that way because there was no real idea in their heads of what they wanted. 

"The 'My Old School' thing was basically, 'Take your best shot.' Much of that was a first take. We had a thing in the band called 'gotta have it,' which meant that, even though Walter and Donald were certainly in the driver’s seat, if you did something that you really wanted, then you would say, 'Gotta have it.' The solo in 'My Old School' was a 'gotta have it.'"

What kinds of guitars were you playing during this period? 

"I had a Telecaster I had rescued from a dumpster out at Fender – the body anyway. The solution I used to strip the paint from the guitar was so industrial strength that it actually delaminated it, so I had to use some gaffer’s tape to put the guitar together.

"I installed a pair of Skunk-o-Sonic pickups that I had designed. That was one instrument that I used. The other was a Stratocaster I had built myself out of curly maple. Actually, the guitar I used on 'My Old School,' a Stratocaster, I routed it out in the parking lot at Valley Sound the day before the session. I just assembled it, wired it up, plugged it in, and there it was." 

What is the secret to Skunk-o-Sonic pickups? 

"Well, let’s see… I wind them on my mom’s sewing machine, which is the only thing that ever had a variable speed and a spindle that I could wind on. And I use a special gauge of wire that works for me. The magnets are pretty standard, but it’s important to use the heavy-gauge guitar strings. 

"You have to understand, a pickup is basically a current generator. The more you can stimulate the magnetic field, the more tonality and harmonic resonance you can get out of it. That’s really the secret of good tone. It’s not just the fundamental; it’s everything that’s clinging to it harmonically." 

When you joined the Doobie Brothers, you were paired with their guitarist, Patrick Simmons. Did you develop a good relationship as players? 

"Oh, yeah, it was excellent. I think we had very complementary styles, and my style of guitar playing – having had a lot of experience in the studio and being sort of eclectic – complemented both his playing and his sense of composition. Patrick and I worked well together. We became friends and loved playing together." 

The musical direction of the band changed radically once Michael McDonald joined in 1975. You guys went from being kind of a rough-and-ready biker-rock outfit to doing more R&B/pop. You were the one who actually brought Michael in, right? 

"That’s true. I had been in the band for about a year, maybe more. Tom Johnston, who was one of the lead singers, was having some severe health problems at the point. We did a gig at Louisiana State University, I think, and he couldn’t come out onstage. I went out and said to the audience, 'We can either give you your money back, or if you come back in 10 days, we’ll put on a great show for you.' Nobody turned in their tickets. 

"Then I called Michael McDonald – I knew him from playing with us in Steely Dan – and I said, 'I’m sending you a one-way ticket. You want to join the Doobie Brothers?' And Michael, to his credit, said, 'Sure,' and flew out. We rehearsed eight hours a day for about eight days. Then we went out to play and got five encores. I thought, I made the right decision. 

"Now, where do we go from here? Michael contributed keyboard playing, but he began to compose as well – and did a hell of a job. There was no real telling where the band was going. One thing I did want to create was the opportunity for the band to develop as players. 

"Tiran Porter is probably one of the most underrated bass players on the planet. That guy is ferocious. I mean, talk about melodic. And Pat Simmons is a great guitar player – nobody does it better. Keith Knudsen is a great drummer and a tremendous human being. For my part, I wanted people to get in a particular head space, to move into an area where the approach to music was a little tighter, a little bit more in the Steely Dan genre. 

"I remember when we were doing the [1977] Livin' on the Fault Line album – which I think is the best album the Doobies ever did – and Keith came up to me and said, 'I dropped a snare drum beat in bar 51.' And I thought, Bingo! We’re here. Everybody’s got the mindset. Not the Steely Dan mindset, but the mindset of looking at your playing from a little more of a disciplined perspective. I started booking the Doobie Brothers as a rhythm section for Hoyt Axton and Leo Sayer. I said, 'Let’s start doing sessions.'"

You left the band right after [1978’s] Minute by Minute became a ginormous smash. A lot of guitar players would have said, “Are you crazy?” Did you have any reservations about leaving when you guys had reached this incredible pinnacle? 

"You’ve got to know when it’s time to go. With success comes different perspectives from different members of the band. I kind of could see where this was going, and I felt that it was the right time. I talked to a couple of friends whose advice I trusted. I talked to my dad, and he said, 'Now’s the time. Go when you’re at the top.' It was the right decision, because with that kind of wind at my back, it opened up tremendous opportunities. 

"I really wanted to start producing records, and those doors opened very quickly. I was already a session player. Steve Lukather and I both joked that we were the only first-call session guitar players who were in famous bands." 

So your decision to leave wasn’t because you were unhappy with the musical direction. Your attitude was more like, “My work here is done.” 

"Well, yes. I consider myself a change agent. That’s certainly what my day job considers me – someone who approaches things from a non-traditional point of view. If you’re a change agent, part of your personality is understanding that there is a time after the change that you go on to do something else." 

Between sessions and production work, you carved out a career for yourself as a national security consultant. I assume in the pantheon of guitar players, you’re unique in this regard. 

"Actually, no – there’s Paul Reed Smith. Paul came to me some years ago and said, 'I have an idea for an underwater acoustic detection system. Let me show it to you.' I took a look at it and said, 'This is a cool idea.' I called Rear Admiral Nevin Carr over at the Office of Naval Research and asked him to check it out. He met with Paul, and now Paul has a company called Digital Harmonic that does a tremendous amount of work with the U.S. government. 

"When I wrote my first paper on adapting a particular naval-fleet defense system that was designed to protect, to defend against air-breathing threats – aircraft and cruise missiles – I was very familiar with the radar in that system. Having read a couple of articles from some publications, I wrote a paper on how to convert that system to do missile defense. And that’s kind of how it all got started." 

A lot of people in government are musicians. I saw a video of you recently playing in a band with Secretary of State Antony Blinken. 

"Sure. He’s a pretty good guitar player and an energetic and ballsy singer. We have a band called the Coalition of the Willing. One of the guitar players is a former ambassador from Hungary. The other guitar player is the former Deputy Undersecretary for Department of Energy. The drummer was a former ambassador for Japan. The bass player was the former Undersecretary of State for Military Affairs. It’s that kind of deal." 

When you guys get together, do you mainly talk military matters or music?

"Both. I do still do a lot of work for the Department of Energy. I did some work for the State Department, and certainly there was all kinds of tangential stuff. Mostly what we do is charity work, raising money for vets and certain charities. After you sweat out a version of 'Hoochie Coochie Man,' you sit down with different folks and you always have those discussions, especially during rehearsal."

Jeff “Skunk” Baxter is perhaps best known as a founding member of Steely Dan, featuring on the band’s first three albums – Can't Buy a Thrill, Countdown to Ecstasy and Pretzel Logic, released in 1972, ’73 and ’74, respectively.

A session player of notable merit, Baxter also appeared on various Doobie Brothers recordings during the early ‘70s, eventually becoming a full-time member of the group when he parted ways with Steely Dan in ’74.  He remained with the Doobie Brothers until the late ‘70s.

Baxter’s enviable list of session credits includes Eric Clapton, Bryan Adams, Joni Mitchell, Ringo Starr, Rod Stewart and many more besides. One of the most in-demand guitarists of his generation, he appeared on some truly iconic songs of the era such as Dolly Parton’s “9 to 5” and Donna Summer’s “Hot Stuff.”

Considering Baxter’s expansive studio career thus far, you may be surprised to hear that the guitarist is finally releasing an album of his own. Scheduled to arrive on June 17, Speed of Heat (BMG/Renew Records) comprises 12 tracks including originals co-written by Baxter and his musical partner, CJ Vanston.

The album’s second single – “Bad Move” – features country superstar Clint Black on vocals. Co-written by Baxter, Vanston and Black the track includes a stonking electric guitar and organ duke-out while Black’s vocal performance is praiseworthy.

“Clint really outdid himself on this song,” commented Baxter. “I played it for his wife [singer-actress Lisa Hartman Black], and when she heard it, she jokingly asked me, ‘Who is that?’ I said, ‘That’s your husband. He is a really amazing and multi-faceted musician.’”

Take a listen here…

Order Speed of Heat here.

We recently asked some of the best-known players in the guitar world to name their favorite lesser-known solos. In other words: no Hendrix, Clapton, Gilmour, Page et cetera. It can be fascinating to learn where artists find inspiration and sometimes it comes from the most unlikely of places.

Here, Stone Temple Pilots’ Dean DeLeo gives us his top five…

1) Trip the Witch | “Planet TD1” from ‘Trip the Witch’

GUITARIST: Tom Bukovac

“Any type of guitar or anything Tom Bukovac plays is so pure and tasteful, with incredible feel. Absolutely beautiful. Check out his solo on ‘Planet TD1’ and buckle up.”

2) Jimmy Bryant and Speedy West | “Bryant’s Bounce”

GUITARIST: Jimmy Bryant

“Jimmy Bryan surely knew his way around a guitar. He cut a lot of great stuff with the great Speedy West.”

3) Steely Dan | “Peg” from ‘Aja’

GUITARIST: Jay Graydon

“That is a fine solo. The orchestration, the choice of notes and the feel – really great.”

4) U.K. | “In the Dead of Night” from ‘U.K.’

GUITARIST: Allan Holdsworth

“Allan Holdsworth on ‘In the Dead of Night’ off the U.K. record with Wetton, Bruford and Jobson. Brilliant playing by all on this record. Mr. Holdsworth is exceptional… unearthly.”

5) Talking Heads | “The Great Curve” from ‘Remain in Light’

GUITARIST: Adrian Belew

“I love this solo, and I love how Adrian approached guitar in general, whether in Zappa, Bowie, King Crimson or his solo stuff. Always great to hear.”

Buy Trip the Witch's eponymous album featuring Dean DeLeo and Tom Bukovac here.

The ‘70s just wouldn’t have been the same without Steely Dan. With hits like "Reeling in the Years," "Rikki Don't Lose That Number," "Peg," “Deacon Blues,” “Babylon Sisters,” and “Hey Nineteen,” the jazz rock icons helped define not only a musical genre but the era itself.

Though Steely Dan disbanded in the early ‘80s, their catalog of platinum-selling albums recorded throughout the previous decade sustained a loyal and devoted fan base who relished any further musical offerings from the group’s co-founders Walter Becker and Donald Fagen.

In 1993, the pair reunited and began touring, releasing the Alive in America live album in 1995. In 2000, with a new generation of Steely Dan fans emerging, the band dropped their first studio album in two decades, Two Against Nature. Winning four Grammy awards the album became another huge success for Steely Dan, selling over a million copies in the US alone.

Continuing Steely Dan’s storied career, on September 24 the band plan to release their first live album in 25 years – Northeast Corridor: Steely Dan Live! – in tandem with Donald Fagen’s The Nightfly Live (a live version of Fagen’s platinum-selling classic from 1982.)

Both albums are available to pre-order now. As a special bonus, those who pre-order Northeast Corridor: Steely Dan Live! will instantly receive a digital download of “Reeling in The Years.” Similarly, those who pre-order The Nightfly Live will instantly receive a digital download of “I.G.Y.”

You can pre-order Northeast Corridor: Steely Dan Live! here and The Nightfly Live here.

Additionally, Northeast Corridor: Steely Dan Live! and The Nightfly Live will be available on 180g-vinyl from October 1.

It’s time to shine a spotlight on Elliott Randall’s grinding, masterful guitar solo from Steely Dan’s “Reelin’ in the Years.”

Jimmy Page has reportedly called it his favorite solo of all time, and readers of our sister publication, Guitar World, selected it as the 40th greatest guitar solo (of all time) several years ago.

The tune, which was written by Donald Fagen and Walter Becker, graces the band’s 1972 album, Can’t Buy a Thrill.

The duo knew they had a great track for “Reelin’ in the Years” – if they could only come up with the perfect solo to jumpstart the catchy tune. So they put in a call to Randall, with whom they had worked in the backing band for Jay and the Americans, and who’d had played on many of the duo’s pre–Steely Dan demos.

“They were having trouble finding the right ‘flavor’ solo for ‘Reelin,’ and asked me to give it a go,” Randall told Guitar World several years ago. “Most of the song was already complete, so I had the good fortune of having a very clear picture of what the solo was laying on top of. They played it for me without much dialog about what I should play.

“It just wasn’t necessary because we did it in one take and nothing was written. Jeff Baxter played the harmony parts, but my entire lead – intro/answers/solo/end solo – was one continuous take played through a very simple setup: my old Strat, the same one I’ve been using since 1965, plugged directly into an Ampeg SVT amp and miked with a single AKG 414. The whole solo just came to me, and I feel very fortunate to have been given the opportunity to play it.”

By the way, the four-channel Quadrophonic mix of the recording has extra lead fills not heard in the more common two-channel stereo version.

Every so often – and, actually, more often than not – Larry Carlton will be out and about and he’ll hear… Larry Carlton. “I’ll be at the supermarket with my daughter, or maybe we’ll be at a shopping mall, and I’ll hear a song and go, ‘Oh, yeah. I played on that.’ It’s always a funny kind of feeling, but it’s nice, too, especially when the song sounds fresh.” 

During the 1970s and into the ’80s, Carlton distinguished himself as one of the undisputed kings of the West Coast studio session scene. “I was the newcomer in town just as a lot of the Wrecking Crew players were moving on to other things,” he recalls. “I worked with a lot of them at the start of my career, but I never became part of the fold.”

In his time as a studio guitarist, Carlton logged 15 and sometimes 20 sessions a week, appearing on records by the likes of Steely Dan, Joni Mitchell, Michael Jackson, Herb Alpert, Andy Williams, the Fifth Dimension, Linda Ronstadt – even the Partridge Family. And there were TV and film scores, too, such as his Grammy-winning performance on Mike Post’s “Theme from Hill Street Blues.”

“I don’t know the exact number of records I played on,” he says. “We did an estimate of 3,000, and I’ll stick with that. I was very fortunate.” Carlton credits his ability to keep a cool head and stay focused as one of the secrets to his success in the studio. But there was one session that rattled him.

“Just as I was getting going, I was called in to play for Quincy Jones,” he says. “This was when he was scoring Fat Albert and the Cosby Kids. I was young and felt a little intimidated to be working with Quincy. 

"I played my guitar part, and Quincy said, ‘Okay, take the flute part.’ He started redistributing everybody’s roles: ‘You play this guy’s part,’ and so on. I played the flute part, and I left the session with my tail between my legs. I didn’t think I did so well.”

Years later, Carlton ran into Jones and brought up the session. “I said, ‘Man, I don’t know how good a job I did for you.’ Quincy looked at me and said, ‘What are you talking about? I remember you did a good job.’ I was so focused on me at the time, but Quincy was focused on the whole session. That was a learning experience for me: Never know what you’re walking into. Expect the unexpected.”

Throughout his celebrated career (which includes a two-decade tenure with the jazz-fusion group the Crusaders, as well as 33 solo recordings), Carlton has relied almost exclusively on the same Gibson ES-335 that he purchased in 1969. His long association with the instrument even earned him the nickname Mr. 335. 

“It’s the crown jewel,” he says of the guitar. “I bought it out of the blue, and it’s been real good to me.” In recent years, he’s partnered with Sire Guitars and started his own line of signature models built to his exacting specifications. 

“They’re great guitars, but they’re also very affordable,” he says. “A lot of guitarists can’t pay $5,000 for an instrument, so I thought it was important to offer them great guitars for under $700. It’s been very exciting for me, the idea of giving something back.” 

Here, Carlton shares memories of five favorite sessions – a tiny portion of his massive catalog.

“So Far Away” – The Crusaders, Crusaders 1 (1972)

“I joined the Crusaders right before we did this. I got a call to do a Friday night session for Donovan, and when I showed up, Joe Sample, the Crusaders’ keyboard player, was already there. 

"I plugged in and joined Joe on a downbeat he played, and right away we had a moment of musical communication. Monday morning my phone rang, and it was the Crusaders’ office saying, ‘The guys are in the studio starting an album. Can you come in and join them for the next two weeks?’ 

“They already had David T. Walker and Arthur Adams playing guitar on their sessions. I got there, and we recorded our version of Carole King’s ‘So Far Away.’ Just by chance, I started to play parts using my volume pedal – I was just looking to fill the holes in an interesting way. The band loved it, and that sort of started my sound back then. 

"I was a young guy, 23 years old. I loved jazz, but I was also a pop player. So there I was trying to play my jazz licks over some minor turnarounds and major-seventh chords. When I hear it now, I think I sound so young musically. But it was great. I locked in with the band, and we were off and running.”

“Help Me” – Joni Mitchell, Court and Spark (1974)

“I was playing at [L.A. music venue] the Baked Potato with [saxophonist] Tom Scott, [drummer] John Guerin, and [bassist] Max Bennett. Tom was friends with Joni Mitchell, and one night she came in to hang out. After she heard us, she told Tom, ‘I’d like to go in the studio with you guys.’ It was that simple – probably an experiment on her part, just to see what would happen. 

“Joe Sample played on this cut and the album, too. Joni didn’t have a complete demo – just a cassette with her playing guitar and singing. Tom and I did takedowns as we listened to the cassette, and then everybody just grabbed a chord chart. Joni didn’t offer directions, really; she let us develop our own parts. 

“We spent an hour or so getting the form of playing it, and pretty soon after we had a take. I used my 335 through a Princeton Reverb. It was by instinct that I threw in that G major seventh after she sang the first line. It just went brrrring! – very simple. Nobody commented on it at the time, but it really worked. I think I had matured and was already thinking like an arranger.”

“Kid Charlemagne” – Steely Dan, The Royal Scam (1976)

“I’m honored that people talk about this middle guitar solo so much. I thought it was good when I played it, but I didn’t think, Yeah, I played the shit out of that tonight. When the record came out, there was a wonderful review of the tune in Billboard and they raved about the solo. I put the record on and listened to it with my wife, and at the end of it I said, ‘I don’t know. It just sounds like me.’ 

“We had recorded the rhythm track a month before, so when I showed up to do overdubs, Walter [Becker] suggested I play a Strat instead of my 335. We tried it for a few takes, and then he said, ‘No, go back to your guitar.’ He never said why. Maybe he thought I sounded more comfortable on the 335, more free, or maybe he just expected a different kind of sound.

“That was it as far as direction went. I think they liked to see what the guys might come up with before they started commenting. All they would really say was, ‘Yeah, that’s the right one. It’s working man,’ or ‘Do another one.’ I was pretty familiar with the tune, so I just improvised. People think I’m kidding when I say that, like I had worked the solo out beforehand, but I didn’t. It was straight improv, and it worked.”

“Room 335” – Larry Carlton, Larry Carlton (1978)

“A year before I did this song, I had played the rhythm parts on Steely Dan’s ‘Peg’ for Aja. I did three sessions for ‘Peg’ with different drummers, but when they cut the master they used somebody else on guitar. 

“But I loved the chord changes on that tune – D major 7th to C sharp minor seven plus five – so they were in my head. I was like, ‘Wow, what a cool sound,’ and that’s what inspired me to write ‘Room 335.’ Neither Walter or Donald [Fagen] said anything to me about it. 

“It was recorded live in my studio with [bassist] Abraham Laboriel, [keyboardist] Greg Mathieson, and [drummer] Jeff Porcaro. We had been playing the tune at clubs in North Hollywood, so we were feeling like a really tight unit. I got a really good sound on this one. I used my 335 through a Mesa/Boogie amp that I had bought when I was with the Crusaders. 

“A guy showed up backstage before soundcheck and said, ‘I have this new amp that just came out. You want to try it?’ I did, and I bought it on the spot. It was a very simple amp – three knobs – and I put my settings all at seven. It was easy to remember, and it sounded great. It became the sound I liked for my 335.”

“Smiles and Smiles to Go” – Larry Carlton, Alone/But Never Alone (1986)

“Until this record, I had never recorded an acoustic track. After four albums with Warner Bros., I was cut from their roster. One day I got a call from a producer I had worked with, Jimmy Bowen. 

“He was starting a new MCA label out of Nashville with Tony Brown, and he said, ‘We want to sign you. It’s a musicians’ label. Low budgets, but you can do whatever you want.’ I said, ‘Okay, Jimmy, but I don’t know what kind of record to make.’ He said, ‘Well, have you ever done an acoustic guitar album?’ I said, ‘Well, no, but that’s a thought.’ It was that simple. 

“I had been listening to a radio format that was big on the West Coast at the time, Quiet Storm. They were integrating some instrumental music with vocal music. So I got a feel for the programming and wrote a bunch of tunes with that kind of vibe.

“This song is a really fun one. I wrote it at the keyboard, but I’d never played guitar on it until the session. Ninety percent of the bass line is mine. I had some great guys on the session – Abe Laboriel, Rick Marotta on drums, and Terry Trotter on keyboards. I gave them the charts and said, ‘Guys, we need to take a few minutes. I haven’t put a melody on top of it yet.’

“But Abe heard this single-note piano melody that I had, and he said, ‘Larry, that’s your melody.’ I had never played it on guitar before, so we did a couple of takes and that was it. I used a custom-made Valley Arts acoustic that was designed after a Martin 00-28. I played that guitar for years and years. Martins could go out of tune, but that Valley Arts guitar never did.”