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Donald Fagen and Walter Becker: The Outsiders Who Conquered Pop

The unlikely story of two jazz-obsessed college kids who became one of rock's greatest songwriting partnerships, defined an era, and changed how we think about studio recordings.

Matt Dennis

They met at Bard College in 1967. Donald Fagen, a jazz-obsessed pianist from suburban New Jersey. Walter Becker, a guitarist and bassist with a cynical streak and encyclopedic musical knowledge. Both were misfits at a liberal arts school filled with folk singers and would-be poets.

Eight years later, they were dominating FM radio with a sound that shouldn’t have worked: jazz harmonies, cynical lyrics, studio perfectionism, and a revolving door of musicians. By the time they split in 1981, they had created some of the most sophisticated popular music ever recorded.

The Bard College Origin Story

Bard College in the late 1960s was exactly the kind of place where Steely Dan could form. It was (and remains) an experimental liberal arts school where tradition mattered less than intellectual curiosity. The campus was filled with musicians, artists, and intellectuals who didn’t fit conventional molds.

Fagen and Becker bonded over their shared obsessions: jazz records, science fiction, and their contempt for the folk-rock that dominated college campuses. They started playing together in various campus bands, developing the musical chemistry that would define their partnership.

Legend has it they first connected when Fagen heard Becker playing guitar in a campus café and was impressed by his knowledge of jazz harmony. They started writing songs together immediately, spending hours in practice rooms exploring chord progressions and lyrical concepts.

The Move to New York: Brill Building Dreams

After graduating, they moved to Brooklyn and tried to make it as songwriters in the Brill Building tradition—the legendary New York songwriting factory that produced hits for everyone from Carole King to Neil Sedaka.

They failed spectacularly.

Their songs were too complex, too cynical, too musically sophisticated for the pop market of the early 1970s. They wrote for bands that didn’t exist, creating elaborate productions that required musicians they couldn’t afford.

But while failing as professional songwriters, they developed the craft that would eventually make them famous. They learned how to structure songs, how to write hooks, how to balance complexity with accessibility. Most importantly, they developed their distinctive lyrical voice—a mixture of literary references, hipster slang, and barely disguised contempt for the music business they were trying to conquer.

The Formation of Steely Dan: Accident and Design

Their break came when Kenny Vance of Jay and the Americans heard their demo tapes and connected them with producer Gary Katz. Katz was starting at ABC Records and needed artists. He heard something in their demos that others had missed.

Fagen and Becker formed a band with guitarist Denny Dias, drummer Jim Hodder, and guitarist Jeff “Skunk” Baxter. They called themselves Steely Dan, taking the name from a dildo in William Burroughs’s “Naked Lunch.” That choice alone signaled their intentions: this wouldn’t be conventional rock music.

Their debut album, “Can’t Buy a Thrill” (1972), was a commercial success despite being unlike anything else on the radio. “Do It Again” and “Reelin’ in the Years” became hits. The band toured extensively, but Fagen and Becker were miserable.

They hated touring. They hated the compromises of live performance. Most of all, they hated the limitations of their bandmates.

The Studio Pivot: Perfection at Any Cost

By their third album, “Pretzel Logic” (1974), they stopped touring entirely. They fired their band (amicably) and became a studio entity, hiring musicians for specific songs and refusing to accept anything less than perfection.

This approach was unprecedented in rock music. Jazz musicians had long used studio players. Pop records frequently employed session musicians. But rock bands were supposed to be organic units, playing together, developing chemistry.

Fagen and Becker rejected this model. They were songwriters and producers first, performers second. If a song needed a specific guitarist, they hired that guitarist. If the drummer wasn’t hitting the groove, they replaced the drummer.

The result was albums of unprecedented musical sophistication. “Katy Lied” (1975), “The Royal Scam” (1976), and “Aja” (1977) pushed studio technology and musical complexity to new heights. They also pushed their record label’s patience and their own sanity.

The Dynamic: Fagen’s Melodies, Becker’s Edge

Their partnership worked because their strengths complemented each other. Fagen was the melodic architect, the keyboard player who could craft unforgettable hooks and complex chord progressions. Becker was the lyrical cynic, the bass player with a jazz musician’s harmonic knowledge and a satirist’s eye for detail.

Fagen wrote most of the melodies and sang lead on nearly everything. His voice—nasal, limited in range, unmistakably his—became the band’s signature sound. He could write a chorus that stuck in your head for days.

Becker contributed lyrics, bass parts, and guitar solos. He was the conceptual anchor, the one who insisted on consistency and quality. He also brought a darker edge to their worldview, a cynicism that balanced Fagen’s more romantic tendencies.

Their songwriting process was collaborative but not always harmonious. They fought constantly—about lyrics, about arrangements, about whether a song was finished. These arguments produced better music but damaged their friendship.

The Decline: Drugs, Pressure, and “Gaucho”

By the late 1970s, both were deep into drug use. Recording sessions for “Gaucho” (1980) dragged on for two years. The budget ballooned. The perfectionism that had produced masterpieces now seemed like self-destruction.

An engineer accidentally erased the master tape for “The Second Arrangement,” one of the album’s best songs. They tried to re-record it but couldn’t capture the original magic. The song was abandoned.

Becker’s girlfriend died of a drug overdose in their apartment. His own drug problems escalated. The partnership that had produced seven albums in eight years was crumbling.

“Gaucho” was released to mixed reviews and disappointing sales (relative to “Aja”). It took three years to make. Fagen and Becker barely spoke during the final sessions.

When ABC Records was sold to MCA, Fagen and Becker discovered their contract had technical issues that prevented them from recording together. They used this as an excuse to separate. They wouldn’t release another album together for twenty years.

The Solo Years: Uneven but Interesting

Fagen released “The Nightfly” (1982), a concept album about growing up in the 1950s and 60s. It was critically acclaimed and commercially successful, featuring the hit “I.G.Y. (What a Beautiful World).” But subsequent solo albums couldn’t match its impact.

Becker struggled more. He produced albums for other artists (including Rickie Lee Jones and China Crisis) but didn’t release a solo album until “11 Tracks of Whack” (1994). It was dark, weird, and commercially unsuccessful.

During the 1980s and 90s, they occasionally wrote together and appeared on each other’s projects. The bitterness of the “Gaucho” era faded. They became friends again, bonded by their shared history and unique perspective on the music industry.

The Reunion and Final Years

In 1993, they toured as Steely Dan for the first time in nearly twenty years. The tour was successful beyond expectations. They discovered that audiences had grown to appreciate their music in ways that hadn’t been possible during their initial run.

They released “Two Against Nature” (2000), their first new studio album in twenty years. It won four Grammy Awards, including Album of the Year—an almost absurd validation for a band that had been ignored by the industry establishment during their commercial peak.

“Everything Must Go” (2003) followed. It was lighter, more relaxed, featuring Becker on lead vocals for the first time. Reviews were positive, but it didn’t match the impact of their reunion album.

They continued touring regularly, performing their catalog for appreciative audiences who now understood what they had achieved. Younger musicians cited them as influences. Their albums were remastered and reassessed. They became elder statesmen of sophisticated popular music.

Walter Becker died in 2017. Donald Fagen continues to tour as Steely Dan, performing the catalog they created together.

The Legacy: Proof That Different Works

Fagen and Becker proved that you didn’t have to follow conventional paths to succeed in popular music. They were jazz musicians who wrote pop songs. Cynics who achieved commercial success. Perfectionists in an industry that rewarded speed.

Their partnership demonstrated the power of complementary strengths. Neither could have achieved what they did alone. Fagen needed Becker’s edge and harmonic knowledge. Becker needed Fagen’s melodic gift and lyrical voice.

Most importantly, they showed that intellectual ambition and popular appeal weren’t mutually exclusive. You could reference William Burroughs and Charlie Parker in songs that played on Top 40 radio. You could demand studio perfection and still connect with mass audiences.

Two misfits from Bard College changed what popular music could be. Not bad for a couple of jazz-obsessed outsiders who couldn’t even get hired by the Brill Building.