There is a moment, about halfway through Peg, when a guitar rears up out of the slickest groove Steely Dan ever built and snarls for all of twenty-four bars. It is one of the most celebrated solos in rock. It is also about the eighth attempt. To finish the poppiest song on Aja — the album that turned studio perfectionism into a religion — Walter Becker and Donald Fagen burned through a line of elite session guitarists, rejected every one of them, and were finally rescued by a player who spent six hours finding the note-bending blues snarl that two of the most demanding men in music had been hearing in their heads. Peg sounds effortless. Nothing about it was.
A Blues in Disguise
Strip away the sheen and Peg is a folk form in evening dress. Fagen has said the song grew out of a blues riff he was tinkering with at an upright piano at his home in Malibu in 1976, fed through the jazz changes he and Becker loved — a twelve-bar skeleton wearing very expensive clothes. The lyric is a small, sour movie: an aspiring actress at a seedy Los Angeles photo shoot, shot through with the bitterness of the jilted boyfriend watching her chase fame — she’ll come back, he sneers, when the camera and the foreign-movie fantasies are done with her. Even the title was practical. The name “Peg,” Fagen later explained, was chosen simply because it fit the rhythm of the song.
It was the last song recorded for Aja, cut in the early summer of 1977 at A&R Studios in New York while the rest of the album was already being mixed back in Los Angeles — a single, self-contained session with producer Gary Katz and engineer Roger Nichols, assembled from a cast of eleven musicians.
Context matters here. By 1977 Steely Dan no longer existed as a band in any conventional sense. Becker and Fagen had dismissed their touring group in 1974 and rebuilt the act as a floating studio republic: the two of them, Katz, Nichols, and a rotating senate of the finest session players alive. Across Aja‘s seven tracks, more than thirty musicians rotated through the studio, some hired for a single part, many dismissed within the hour. Perfectionism was not a style for them; it was a system. And Peg, the album’s most straightforward pop song, was subjected to the full machinery of that system — which is why a track that feels like sunshine took so much sweat to finish.
The Rhythm Section That Wouldn’t Obey
The foundation is Rick Marotta’s drums: tight, dry, and utterly unhurried. On bass, Chuck Rainey was given the usual Becker-and-Fagen list of commandments, one of which was absolute — no slap bass. Rainey decided the song needed exactly that. So he turned his back to the control-room window while he recorded his part and slapped anyway, hiding his right hand from the two men who had forbidden it. The bouncing, popping bassline that resulted is one of the most imitated in pop history, and by the time Becker and Fagen found out how it was made, it was too good to cut.
Around them the track is a layered machine: Paul Griffin’s electric piano, Don Grolnick’s clavinet, Steve Khan’s rhythm guitar, twin percussionists Victor Feldman and Gary Coleman, and Tom Scott’s liquid hook played on the lyricon, a wind-driven synthesizer that gives the record its sighing, horn-like sheen. Griffin also contributes the strangest vocal moment on the record — improvised, half-swallowing-the-words background singing buried in the final chorus and fadeout, a loose human smudge on an otherwise surgical production.
Seven Solos in the Bin
Then there was the solo. Becker and Fagen wanted something specific, and the cream of the Los Angeles session world could not give it to them. By the standard count, seven top studio guitarists attempted the solo — including Robben Ford and the band’s own recurring virtuoso Larry Carlton — and every version was rejected, too polite, too jazzy, too neat. “This tune I think is infamous among studio players,” Fagen has said, “in that we hired a couple of guitar players to play the solo, and it wasn’t quite what we were looking for.” In the Classic Albums documentary on Aja, Becker, Fagen, and Katz sit in the studio playing the rejected takes back like evidence at a trial, each one excellent, none of them right. The tapes were kept — a small archive of virtuosity that wasn’t virtuosic in the correct direction.
The eighth man was Jay Graydon, a superb session player who would soon become better known as a producer. Graydon worked on the solo for about six hours, adjusting his approach until he abandoned the polished jazz-pop style the others had offered and attacked the part with a tougher, bluesier edge — the famous phrase-bending run that Becker later described him as whipping off with no difficulty whatsoever. It was the keeper. Graydon’s reward for solving the hardest eight bars on the album was immortality of a peculiar kind: his solo became the standard by which bar-band guitarists are still measured, and a standing joke among session players about what “just one more take” can cost you.
The Voice Behind the Voice
If Graydon is the record’s right hand, Michael McDonald is its ghost harmony. McDonald had history with the Dan — he had toured with the band in 1974 and sung on Katy Lied — and by 1977 he was the voice of the Doobie Brothers. For Peg, his backing vocals were multi-tracked into a gleaming choir of one, and his stabbed, percussive delivery of the title — “Peg!” — became one of the song’s signature hooks. The choice was not automatic: producer Gary Katz later revealed that Don Henley had first been brought in to sing on the track, but the session didn’t work out, and McDonald stepped in to finish it. It is hard to imagine the record any other way; McDonald’s warmth against Fagen’s dry sneer is the song’s whole emotional argument in miniature.
Just Short of the Top Ten
ABC released Peg as the first single from Aja in November 1977 — the album itself had arrived on September 23 — and the record climbed all winter, peaking at No. 11 on the Billboard Hot 100 in March 1978 and No. 8 on the Cash Box chart. Its nineteen-week chart run tied Rikki Don’t Lose That Number and Hey Nineteen as the longest of Steely Dan’s career. Aja itself reached No. 3 on the album chart, became the band’s biggest seller, and won the Grammy for Best Engineered Recording — an award that tells you everything about what Becker and Fagen valued. The album was inducted into the Grammy Hall of Fame in 2003 and later added to the Library of Congress’s National Recording Registry.
The song kept traveling. In 1989, De La Soul built their hit Eye Know on a heavy sample of Peg, introducing Graydon’s solo and McDonald’s harmonies to the hip-hop generation. Drummer Rick Marotta, who played on hundreds of famous records, called Peg one of the greatest tracks he ever played on. And because Aja became the record audiophiles reach for when testing a new system, Peg may be the most forensically listened-to pop single of its era — every slap of Rainey’s thumb, every layered McDonald syllable, examined like scripture by people with expensive headphones. Half a century on, Peg remains the definitive Steely Dan paradox: a three-minute-and-fifty-seven-second pop record polished to audiophile standards, assembled from defiance (a bassist disobeying orders), exhaustion (a solo that defeated seven masters), and the most expensive ears in the business. It took a small army to make it sound like nothing at all.
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