10 Things You Gotta Do To Play Like Larry Carlton

IN THE ’60S HE WAS THE NEW KID, IN THE ’70S AND ’80s he was the king.Now that the millennium has come and gone, he’s still doin’ his thing.

IN THE ’60S HE WAS THE NEW KID, IN THE ’70S AND ’80s he was the king.
Now that the millennium has come and gone, he’s still doin’ his thing.

This all-in-good-fun paraphrasing of the late, great Tommy Tedesco’s “Requiem for a Studio Guitar Player” is a fairly accurate summation of how Larry Carlton built his reputation as one of the world’s most accomplished, admired, and imitated guitarists. For the last 40 years, he has explored perhaps more musical styles than any other guitarist, and these myriad influences have all merged into an extremely focused, emotional, and lyrical style that is 100 percent Larry Carlton. During the ’70s and early ’80s, Carlton was one of the busiest session men in L.A., on first call for as many record, jingle, TV, and movie dates as he could handle. He eventually became a veteran of more than 3,000 sessions, playing on over 100 gold albums, with artists such as Joni Mitchell, Steely Dan, Herb Alpert, Michael Jackson, Quincy Jones, John Lennon, Linda Ronstadt, Ray Charles, Dolly Parton, Bobby Bland, and many others. And for over three decades, Carlton has been a successful solo artist with eighteen Grammy nominations and three wins to his credit: 1981’s “Hill Street Blues” theme, 1987’s “Minute By Minute,” and 2001’s No Substitutions: Live at Osaka with Steve Lukather. He received a Guitar Player Lifetime Achievement Award in 2008.

Born in Torrance, California, in 1948, Carlton began playing at six, and in his early teens developed a strong interest in jazz, particularly as played by Joe Pass, Barney Kessel, Wes Montgomery, and John Coltrane (whose Ballads album he still cites as a strong influence in playing melodies). As a youngster, Carlton had a voracious appetite for all styles of music and played constantly. At 16, he discovered the blues after hearing B.B. King, but had already adopted his own melodic string-bending technique as a result of his interest in country music. Robben Ford and Albert Collins were also influential, but Carlton was unaware of Collins’ altered tuning, and proceeded to put what he heard on the fretboard in his own way, further developing his individuality. Carlton landed his first major gigs with the Fifth Dimension and George Shearing in the late ’60s while majoring in music at Cal State Long Beach, and recorded his first solo album, With a Little Help from My Friends for Uni in 1968. When Carlton became musical director for an Emmynominated NBC children’s show, studio doors began to open. His early session work included dates with Vicki Carr, Andy Williams, and the Partridge Family. Between 1971 and 1976, Carlton mentored with studio giants like Louis Shelton and Tommy Tedesco, and was playing 20 to 30 sessions a week, but still managed to find time to join the Crusaders, recording 13 albums with the band (plus his second solo album, Singing/ Playing for Blue Thumb), and touring about 50 days a year. Later in 1976, Carlton took a gamble and cut back drastically on his session and touring work to concentrate on building a suitable homerecording environment. Room 335 (named after his association with the Gibson ES- 335 guitar) became Carlton’s base, and since its completion, he has done almost all of his recording there, beginning with his own classic 1978 Warner Bros. album, Larry Carlton. Carlton began touring with his own band, and recorded a few more albums, including Strikes Twice (1979) and Sleepwalk (1981), before being dropped by the label and moving to MCA two years later. His first all-acoustic album, Alone, but Never Alone (1986), produced a top-ten hit, “Smiles and Smiles to Go,” and broadened his audience beyond long-term fans and guitar junkies. His next album, Discovery (1987) garnered Carlton a Grammy for his cover of “Minute by Minute.”

In April of 1988, Carlton was shot in the throat by intruders at his Los Angeles home. This senseless tragedy caused him much physical trauma, including a shattered left vocal cord and some nerve damage, but Carlton’s strong beliefs and positive frame of mind guided him through his recuperation. Remarkably, he was able to finish his next album (On Solid Ground) and return to the stage in December of 1988. Carlton also founded Helping Innocent People (HIP), a non-profit group to aid victims of random gun violence.

During the ’90s, Carlton recorded six albums for GRP, including Larry and Lee with Lee Ritenour, plus Christmas at My House for MCA. He also toured as a member of Stanley Clarke and Friends and Fourplay. Carlton reunited with Warner Bros. in 2000 to release Fingerprints, and in 2001 he joined pal Steve Lukather for the Grammy-winning No Substitutions (Favored Nations). Between 2001 and 2006 Carlton maintained a harder edge with albums like Deep into It, Sapphire Blue, and Firewire. He formed his own label, 335 Records, in 2007 and has since released Live in Tokyo! With Robben Ford and the Grammy-nominated Greatest Hits Rerecorded—Volume One.

Carlton’s hallmarks are taste, touch, and tone. His background in jazz and blues gives his compositions a sophisticated sound, balanced by a sweet blues sensibility. In Carlton’s world, there are no musical boundaries. Coltrane-influenced lines soar over smoking shuffles and rockers, while blues phrases find their way into unusual harmonic climates. Join me in the wayback machine as we time warp some of Carlton’s goodtime guitar playing and find out what makes it tick. But first, you gotta...


“Larry Cooltone.” That’s what all of us wannabes at G.I.T. called Carlton back in ’78. He was the king of tone who held court with a Gibson ES-335, Fender and Mesa/Boogie amps, and a Sho-Bud volume pedal—a royal rig that was adopted by half of the guitarists in Hollywood. Before becoming “Mr. 335,” Carlton went through a slew of axes, including a Fender Broadcaster, Telecaster, Stratocaster, and Jazzmaster, a Gibson ES-175, and various Les Pauls. “I bought a 335 in 1970,” he told GP in 1979. “I needed something real versatile that I felt comfortable on, that I could play the way I liked to play, which was coming from a 175 approach but with a more contemporary sound.” As studio dates began to snowball, Carlton acquired every effect of the day, including the first Roland Chorus Ensemble, one of the first MXR Dyna Comps, and MXR and Electro-Harmonix Small Stone phase shifters, and used them frequently on sessions, but from 1971 to 1981, Larry’s cool tones typically emanated from the same rig and one of four 335s: his trusty ’68 sunburst, a dot-neck ’58, a newer burgundy model, and a ’60 dot-neck, all of which feature stud tailpieces, flattened fingerboards, and custom Dunlop frets to improve tone and bendability. (Gibson later issued an ES-335LC signature model.) In 1982, L.C. added Custom Valley Arts Strat-style guitars with EMG pickups and combo amps built by Howard Dumble to his arsenal, and began routing his effects (which at the time included a rackmount Roland 3000 digital delay, an Audio Arts parametric equalizer, and a T.C. Electronic chorus pedal) through a Yamaha mixing board, a practice he still employs for his live rig. Currently, Carlton mics his Dumble Overdrive Special’s 12" speaker with a Shure SM57 that feeds the dry signal to a Mackie 1604-VLZ PRO mixer, where it is connected to his effects via the board’s aux sends, and the processed signal is sent to a pair of powered JBL monitors. This studio technique allows Carlton to blend in any amount of reverb and chorus without affecting his straight-amp tone. “My effects get hit with the sound of a microphone on my speaker, rather than a preamp out,” he reveals at larrycarlton.com. Carlton likes his action on the high side, and currently strings up with D’Addario’s: .010-.052 for electric and .011 -.052 on his ’84 Valley Arts 00-Acoustic. Of course, L.C. has always stressed that most of the sound comes from the player, not the gear.


Though frequently featured as a soloist (Check out “Put It Where You Want It”), one of Carlton’s most important roles during his stint with the Crusaders was cementing the rhythm section with deep grooves like the one demonstrated in Ex. 1. This funky, two-bar, call-and-response rhythm figure in E alternates syncopated, low-register single notes with sliding sixth intervals and ninth chords. Establish the pocket and jump in on the last sixteenth-note of beat four, nail the next two upbeats (another B and open E), snap the octave E target on beat two with your middle finger, and add vibrato. (Tip: Try snapping the first two Bs.) An eighth rest on beat three allows a position shift to set up the first response lick, which also features hybrid picking. Follow the indicated fingering and begin on the and of beat three with a sixteenth-note slide that converges into a pair of sliding major-sixth intervals on beat four. Let everything ring, and you should hear the lick start with two ascending single notes and end with two descending sliding-sixth intervals even though all of the notes are individually articulated. Bar 2 repeats the previous single-note lick (plus a hammered C# ), and then concludes with a D# 9-to-E9 chordal slide applied to the previous “sixths” rhythm motif. Love thy chromatic neighbor!


Carlton’s growing reputation as one of L.A.’s tastiest session players led to his involvement with Joni Mitchell’s landmark 1974 album Court and Spark, her first to feature a rhythm section. L.C.’s respect for Mitchell’s music is obvious, and his keen intuition for knowing when to play and when not to play is evident in the delicate, nonintrusive parts and fills with which he complements such classics as “Help Me,” “Free Man in Paris,” and the album’s title track. For instance, Ex. 2a outlines a “Court and Spark”-style instrumental interlude in which Carlton lays out for three full bars of the rhythm figure before dropping a signature volume-pedal-swelled oblique bend into just the right spot. (Mitchell called Larry’s playing “fly fishing.”) The intro to “Help Me” provides similar insight into Carlton’s sense of restraint. “I was really trying to perfect the concept of being a sideman,” he revealed in a press release. “She sings, ‘Help me, I think I’m falling,’ and then I just go ‘r-r-rring’ on that one chord. (It) seemed like a nice way for her to launch the next line of the lyric.” Ex. 2b approximates the Gmaj7 moment, and then shows Carlton’s similar approach to the next chord in the progression, a third-less Fmaj7sus2 voicing that has since become one of his faves. (Tip: Look closely and you’ll see C/F, a.k.a. Fmaj9.) A pair of parallel major seventh chords played a minor third apart (more on this to come) frame Ex. 2c, which reflects the R&B-influenced sliding fourth intervals and major third interval Carlton plays over each chord in the song’s outro vamp. Note the subtle rhythmic variations between the nearly-identical Dmaj7 and Fmaj7 phrases, and how L.C. draws his double stops from the A and C pentatonic major scales to create lush major ninth sonorities that give a hint of subs to come. (Tip: A/D=Dmaj9 and C/F = Fmaj9.) Finally, Ex. 2d illustrates one method Carlton uses to layer parts. This short Em9-to-A-based interlude approximates an instrumental sec- tion of “Free Man in Paris” and could easily be handled by a single guitar, but Carlton instead chose to play the figure as two parts that remain in parallel diatonic harmony during bar 1, and then break into counterpoint in bar 2. Very cool.


“My playing has always been, and probably always will be, sweet sounding,” Carlton confirmed in the May, 1979, issue of GP. “Even when I play the blues, my choice of notes and the way I bend the strings sounds sweeter than an ‘authentic’ blues player.” Ex. 3a finds L.C. milking three tenth-position D pentatonic major sweet spots—the root (D), the 6 (B), and the 3 (F# ), plus a half-released F-natural passing tone—over a buoyant IV-IIIm-IIm-I progression (Gmaj7- F# m7- Em7- Dmaj7) that we haven’t heard the last of. Observe how the notes function differently over each chord. Dig in, add vibrato, and make it sing. You’ll find the same progression in Ex. 3b, but here, Carlton uses trios of chromatic sixteenth-notes and wide intervallic skips to approach key target tones over each chord. Most surprising is the b7 (F) played against Gmaj7, but it works for me. (Tip: Think D blues scale.) The remaining accented target tones are the #5 (D) for F# m7, a bent high D (the 9 of Em7), and a pair of half-step b3-to-3 (F-to- F# ) blues bends over the tonic Dmaj7. That is some shweet shtuff!


Equally proficient in both blues and jazz, Carlton often throws down bluesy runs over sophisticated jazz changes, as shown in the two-bar turnaround in Ex. 4. Record the Am7, G/B, Bbmaj7, D11, and Gmaj7 voicings diagrammed in the chord grids using a straight, two-to-the-bar half-note pattern (or jazz it up with a dotted quarter-note and an eighthnote tied to a half-note), and then play along with your pre-recorded accompaniment to discover how these tasty G blues licks assume an entirely different personality in this enhanced harmonic climate. (Tip: This one works equally well on acoustic or electric.)


Carlton has pointed out several triad-based approaches to improvisation in the past, including his use of triads derived from a “super arpeggio” built by stacking alternating minor- and major-third intervals (or vice versa) on top of any note, so that every three adjacent notes form a minor or major triad. For example, starting on G would yield Gm, Bb, Dm, F, Am, C, Em, etc., any of which may be used as raw melodic material over Gm7. You’ll also find triads in many of Carlton’s compositions, including “Don’t Give It Up” (from Larry Carlton and No Substitutions). Ex. 5a will guide you through the opening phrase of this rollicking boogie-shuffle (inspired by Jeff Beck’s “Freeway Jam”), which features a melody constructed from three-note G, F, and Bb arpeggios in bar 1 and a G blues-based run in bar 2. Extend the last note for two full measures to complete the full four-bar riff. To complete the entire song form, play the extended Ex. 5a twice (follow the notation for the second ending), modulate the entire four-bar figure up a minor third, or three frets (a compositional device found in several other Carl-tunes) and play it once in Bb, and then return to G for another pass at Ex. 5a. (Tip: Use the first ending and replace the F-to- F# bend with a Bb.) Finish it off with Ex. 5b’s start-and-stop turnaround, and you’ve got yourself one cool-ass, 20-bar blues. For solos, the entire progression modulates up in half-steps every other cycle (from G to G# /Ab to A to Bb) before resolving to the key of E for the outro melody. That’s what I’m talkin’ about!


Let’s leave those sweet bends behind for a moment and investigate Carlton’s multifaceted acoustic side, first by revealing some of the lush voicings and lovely cadences L.C. utilized on his first-take soloacoustic arrangement of “The Lord’s Prayer” (from Alone, but Never Alone), and then by checking out a blazing, single-note solo excerpt. Arpeggiate the A/C# , Emaj7/B, E6, and Badd4/D# chords in Ex. 6a as indicated, and then apply the same rhythm to the four grids in Ex. 6b. Strum half-notes for each of the six chords shown in Ex. 6c, and follow suit for the pastoral progression in Ex. 6d. (Fact: Chet Atkins once asked Carlton which special tuning he used to achieve these voicings!) On the flip side, Ex. 6e is a great example of Carlton’s inventive single-note soloing over a IV-IVm/maj7-IIIm progression in G (Cmaj7– Cm/maj7– Bm7) that contains many stylistic traits and trademarks, including triad substitutions and lines derived from the melodic minor scale. (Tip: Think major scale with a flatted third.) Check out how the same basic one-beat lick, essentially a reverse Em arpeggio, receives four distinct treatments in bar 1, including those cool, saxophone-style unisons played on adjacent strings during beat three. (Sub #1: C + Em = Cmaj7.) Bar 2 features a Gmaj7/6, or Em9 fragment on beat one, a G blues lick (plus A, the 9) on beat two, followed by a sax-y Ebmaj7arpeggio that anticipates the Cm/maj7 chord change in bar 3. Here, Carlton burns through an improvised two-bar melodic line drawn from the C melodic minor scale (C, D, Eb, F, G, A, B) before injecting a short B blues lick to lock in with the IIIm chord (Bm7). Learn it and burn it!


Perhaps no single song epitomizes the Larry Carlton sound more than “Room 335,” the opening cut from Larry Carlton. The tune was named after Carlton’s home studio, and it’s no secret that the its feel-good intro rhythm figure was directly inspired by Steely Dan’s “Peg” (from Aja), a massive hit that neatly coincided with the release of Carlton’s own album. It’s based on that IV-IIIm-IIm-I thing again (Dmaj7-C# m7-Bm7-Amaj7), except this time we’re in the key of A, and the first and every other C# m7 chord is embellished with a #5 (A) on top. To construct the intro, begin on Dmaj7 and play the four-bar slash-rhythm figure floating above the staff in Ex. 7 once as written, and then repeat it, adding the kicked Eb9b5 pickup (which occurs only during the intro and solo sections) to the middle of bar 4 as the melody commences. Carlton’s highly infectious double-tracked melody line is a simple, mostly-A-pentatonic-major affair played in the second position. And just like “Don’t Give It Up,” Carlton plays this melody twice (Tip: Replace the pre-bent C in bar 2 with a whole-step C# pre-bend and transpose the final A up an octave on the repeat.), and then raises it a minor third to the key of C. Check out the record for the rest of the story. It’s essential listening.


As a key contributor to the Steely Dan dynasty, Carlton was responsible for many guitar parts and solos on both The Royal Scam (1977) and Aja (1978), as well as helping prepare charts for the latter. His acclaimed solo on “Kid Charlemagne” from the former has been hailed as one of the greatest guitar solos of all time, and mastering it is considered the ultimate riteof- passage among L.C. disciples. “We played around with it for a couple of hours,” recalls Carlton. “The first part of the guitar solo, more than half of it, came out in one take. I finished it up in the next pass, so it’s basically two takes.” Any guitar solo can be fragmented into discrete licks, but the true beauty of a Carlton solo lies in the sum of its parts. To show you the big picture, the lengthy excerpt presented in Ex. 8 begins eight bars in at 2:36 and goes all the way to the finish line, allowing us to examine the arc of L.C.’s solo strategy. Ready? Here’s the play-by-play: Carlton handles the transitional Em7-E11 pickup in bar 1 with triad-centric G- and D-major pentatonicisms. (Sub #2: G/E = Em7, D/E = D11.) More G pentatonics provide the pickup into the Aminor key center in bar 2, where we target a bend to B (the 9 of Am7), vibrate a tonic A, and then drop into fifth position for a short- ’n’-sweet A-Dorian-based take on the blues played with choppy, staccato phrasing. You can analyze the G7 line in bar 3 as either G6 or Em7, both contain the same notes. A C triad pickup leads into the Fmaj7 harmony of bar 4, where Carlton alternates ascending, hybridpicked C pentatonic major tones (G, A, C, and D) with a pedal E. (Remember, C/F = Fmaj9.) The F melodic minor scale is the source of bar 5’s boppy run over Bb13, the surprise chord of the progression. (Check out the reverse C7 arpeggio—a great sub for creating altered tension— lurking within beats three and four.) Carlton plays a short A melodic minor run over Fmaj7 in bar 6 (Sub #3: F+Am = Fmaj7), and then slides into an apropos G arpeggio. Another melodic bend to the 9 of Am, staccato phrasing, and sax-y Asus4/Dsus2-based Coltrane- isms highlight the busy chordal action in bars 7 and 8. The harmonic background gets even busier in bar 9 as Carlton’s liquid line takes us from the underlying A minor tonality to C minor (another minor third modulation!) via an E blues lick (beat one), an arpeggiated C triad and #5 passing tone (beat two), a C surrounded by its 6 and 9 (beat three), and a C Dorian/blues lick (beat four) that targets Bb, the b7 of the new key. Perfect! But it’s not over yet. Carlton answers his previous motif on beat four of bar 11 (Check that phrasing!), and then gradually bends his target Eb up to E. In a final historic move (the one that had everyone wearing out their turntables) Carlton bends D to E, as if playing in the fifth-position C pentatonic major/A pentatonic minor box, holds the bend while tapping and vibrating the pre-bent note six frets higher (Think Tarzan!), and then pushes off his tapping finger to sound and gradually release the original fret-hand bend at the 7th fret. A final C-D-E hammer-on and pull-off brings us back to the original key of A minor. Whew, what a ride! 10


We’ll end with an easy one. Smile, dammit! If Carlton’s music makes you smile when you hear it, chances are it’s because he was smiling when he played it. Try it. It’s that simple and it’s infectious!

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