Steely Dan
Photo: Cover of Steely Dan's 20th Century Masters: Millennium Collection

Just Growing Old? Steely Dan’s ‘Countdown to Ecstasy’ at 50

Steely Dan’s Countdown to Ecstasy reveals a progression toward ever more sheen and polish on a smooth shell, the source of the “yacht rock” label that defined them.

Countdown to Ecstasy
Steely Dan
July 1973

Back in October 2016, the year before Walter Becker died, Steely Dan did a ten-night residency at the storied Beacon Theater on Manhattan’s Upper West Side. I got tickets for the penultimate night when they were playing Countdown to Ecstasy in its entirety. By coincidence, an academic friend from out of town was staying across the street, and we met for a drink at her hotel. The hotel bar was full of aging white guys like me getting a drink before the show. She made a suitably disparaging comment, I confessed I was on my way to join them, and she looked at me and repeated, incredulously, “Steely Dan?”

The reaction wasn’t so different back in the late 1970s. You grow up white in the heartland, read too much Rolling Stone (the only manna in the desert for a neophyte music geek back then), and you find yourself between a rock and a hard place. Unless you were a top-40s nobody, the only choices were FM radio conformity or punk rebellion. In this world, most of Steely Dan’s output played as much like apostasy as its 21st-century dad band/yacht rock label did for my cultured friend. I doubt it would have helped to tell her that Donald Fagen had been an English major at Bard College; after all, he had graduated, but Becker had dropped out.

When my friend Gerry introduced me to Steely Dan albums around 1977, when we were both 14, I recognized only three songs: the top 40 hits “Do It Again” (#6) and “Reelin’ in the Years” (#11) from their 1972 debut Can’t Buy a Thrill and “Rikki Don’t Lose That Number” (#4) from their third album, Pretzel Logic (1974). Unlike the progressive rock, punk, and New Wave music friends I’d make in another couple of years when my family moved from the suburbs into the city, Gerry was straighter than straight, with three obsessions I can remember: becoming a pilot, Steely Dan, and X-Men comics. If he’s still a fan, he’d fit comfortably into Pamela’s archetypal idea of the fan base. I mean, there must have been female fans—I know for a fact that my older sister had a copy of Katy Lied because she donated it to my collection when she moved out—but it’s a safe bet they were either fellow travelers or statistical anomalies.

As scholar Michael Borshuk put it in his introduction to a special issue of Rock Music Studies last year, Steely Dan never made space for female listeners in their music.[1] For that very reason, they formed a bridge to an alien but omnipresent world. “Their lyrics are great,” Aimee Mann sums it up, “even though they’re clearly jerks in most of the songs”.[2] Mann collapses the songwriter with the song’s speaker, but then, who wouldn’t—musically, lyrically, and performatively, Becker and Fagen adamantly blurred (and sharpened) the edges between their world and that of their songs. New York Times critic Lindsay Zoladz neatly summed up this paradox a few years ago, “I am a discerning, feminist-minded millennial woman. I also love dad rock.”[3]

I doubt I’m the only proto-pater that had an analogous reaction to dad rock back in the 1970s when it was still just for kids. The avatars of its world were the same teens I was bullied by and alienated from. Their music promised some kind of arcane insight into how this men’s world actually worked, but it was bound up with dysfunction, regret, and disgust. I guess there were listeners out there who heard their world in the one Steely Dan sang about, but the vast majority of us were seduced by an adult world that we knew at best only obscurely, whether we aspired to join it, had no idea how we felt about it, or were actively repulsed by it. And we were seduced by the musical genius of it all, since until fairly recently, pop has always been more about music, sound, and feel than actually about actually knowing what they’re singing about, much less actually understanding it or embracing the full meaning of every word.

It’s impossible to know how many proto-dads unequivocally embraced what we just knew as rock. Even amongst serious fans, there are always many different ways to approach fandom. Partly because it had no hits, Countdown to Ecstasy was Gerry’s favorite album of the four they had released by early 1977, and “My Old School” was his favorite song. In my memory, he had them all on eight-track tape, but my memory could be embellished for effect. Gerry was a good friend, and not only because he somehow gave me license to like Aja far more than any self-respecting rocker or punk was supposed to when it came out in the fall of 1977. He was a classic Steely Dan fan, in other words, with their music the only outlet I ever saw for what must have been an underbelly of darkness and decadence in an otherwise sunny conformity. What part of the music did he aspire to, what part represented a world he knew he would never know, and what part made him uneasy despite his fandom? We didn’t ask (or even imagine) those questions as young teenage guys in the 1970s; we just argued about our favorite songs and wondered what “oleander” was while we lit homemade gunpowder on his backyard porch.

That’s the secret of Steely Dan’s initial success and the long shadow they’ve cast for the past 50-plus years far beyond the base audience of guys like me, Gerry, and almost everyone at the Beacon. They may have been “spiritually dads”, even as angry young men, but there was nothing else like them back then. Reviewing Countdown to Ecstasy, the venerable British magazine Records and Recording opined that “Steely Dan, along with the Band and the Grateful Dead, ‘are American white rock at the moment.’”[4] That’s a statement on the ongoing dominance of British rock and the broad swathes of American music excluded by the aptly chosen adjective, but it’s also a testament to just how unusual and unusually accomplished those three bands were, even as they may have little else in common.

In 1976, Becker summed up Steely Dan’s formula in a neatly antithetical pairing: “We’ve always written outré lyrics and pop structures.”[5] It’s a formula baked into the DNA of half of indie rock since the 1990s, whether in overt homage, as in Destroyer’s Kaputt or St. Vincent’s Daddy’s Home, or more broadly in the signature combination of aural pop bliss with far-from-pop lyrics of albums like the Flaming LipsThe Soft Bulletin or Yoshimi Battles the Pink Robots or Sufjan StevensIllinois.

But Becker and Fagen set the template, at least as a career move and with such po-faced consistency as hitmakers and hermetic subversives. Sure, the later Beatles and Beach Boys included moments of lyrical darkness in the pop genius that had made them superstars. Lou Reed slipped pop confections amongst the dissonant and dissolute epics on the Velvet Underground’s run of albums. The Mothers of Invention loved deconstructing the doo-wop they’d been raised on. And so on. But there was no deception in the Mothers’ appropriation of pop moments into musique concrète and outright satire of conformist culture. Reed’s world-weary plainsong delivery was the only hint we should listen more deeply. And there was no mistaking “Happiness Is a Warm Gun” for anything other than a rejection of pop oblivion (my Aunt Sally, a rabid fan since Meet the Beatles, adamantly refused to listen to any Beatles record after Help! except for Let It Be). “God Only Knows” maybe pulled it off—arguably the darkest pure pop ever produced—but it’s still a dead-earnest love song. Steely Dan seemed to be jaded about pretty much everything around them—love, hippies, drugs, politics, government, privilege, show business, the past, the present, the future—except for pop, rock, and jazz music, which they took deadly seriously.

Steely Dan are playful, they’re evasive, and they’re pretentious—no band that would name itself after a dildo in William S. Burroughs’s Naked Lunch could fail to be—but despite protestations to the contrary, they’ve never been ironic, and they’ve never been detached. Whether the target is rich ex-hippies dabbling in Eastern religions (“Bodhisattva”), the narcissism of the Hollywood elite in “Show Biz Kids“, or “the pseudo-poetic, preppie/hippie self-consciousness that dominated Bard and other joints of its kind in the late ’60s”[6] (“My Old School”), the lyrics of Countdown, while never less than cryptic, are never less than translucent in the sincerity of their outrage. As Fagen explained in 1976, “Our audience will have to trust our sincerity, just trust us in not just laying down some bullshit. When they think they don’t understand something, it’s certainly not a random lyric.”[7]

Nor did Steely Dan seem to have any illusions about the racism, sexism, inequality, drug culture, or the criminal underworld in which their lyrical world was immersed. Part of their slippery appeal is that they never seem quite to spare themselves from a clear-eyed dissection of their fascination and participation in a seedy world of “women in cages” (“Razor Boy”), “the killing floor” (“Your Gold Teeth”), “the ruins of Santa Fe” (“King of the World”), or even “the million dollar words” in “Pearl of the Quarter“, the closest flirtation on Countdown to the sentimentality that negatively heightened the slumming effect on several of the songs on their first album.

Stuck in Los Angeles because that’s where the money and the best studios were, they tempered their nostalgia for their native New York with edgy humor and sharp edges: “Says Fagen: ‘Our heart is still on Second Avenue, and that’s what we like to write about. Our lyrics are basically experience combined with a little fantasy.’ ‘I think there’s a lot of New York urban-area type imagery and settings and so on,’ says Becker. ‘Even the language in our songs is an imitation thereof.’ Fagen further elucidates the charm of New York: ‘You can watch the weather, and there’s a lot of people on the street doing funny things. You can walk.’ ‘Or run,’ Becker advises. ‘Or run, depending on who’s chasing you, and it’s just more exciting and dangerous.’”[8]

It would be tough to parlay the often unrecognized New York “heart” in their music into activism or social engagement, though. Steely Dan are echt-1970s in their rejection of the countercultural or revolutionary verities either of the world they’d left behind or the one they had moved to in 1971. What they loved unequivocally and eternally were the music and the stories, the sounds and the forms. “DF: It’s our background. Jazz is what we’ve always listened to. It’s been the mainstay of our listening. It’s from New York radio in the ’50s and ’60s. There are also undoubted Latin influences in your records. DF: Both of us heard a lot of Latin music in New York. The old jazz stations, in order to survive, played a lot of Latin jazz in the late ’50s and ’60s – Mongo Santamaria, Tito Puente, and things like that. So we heard a lotta that music.”[9] They had hung out at the Brill Building, toured as the rhythm section of pop nostalgia act Jay and the Americans, and relocated to Los Angeles as songwriters at the invitation an old friend who had recently been hired by ABC Records. Where Lou Reed had stayed put, turning a similar experience into a rejection of everything mainstream pop stood for, Steely Dan always worked the system from within, both in Los Angeles and in the music.

“We’ve always been very attracted to commercial, popular music as well as jazz,” Fagen insisted in 1976, “and it is the mainstay of the kind of structured writing we do. I think the albums are very entertaining, you know. I think they’re much more entertaining than most other rock groups’ albums. That’s a very simplistic way of putting it, but I really think they are.”[10] That is, Becker and Fagen (mostly) loved the music they made, but they did not love the industry or the culture in which they made them or the way that same industry had built itself on the exploitation of the musicians it relied upon, in particular the Black and Latin jazz artists they loved most. But while the duo was credibly unambiguous about their ability, in Becker’s memorable phrase, “to combine high vulgarian stuff with low highbrow stuff”,[11] their music never lost the edge that came from their awareness of the devil’s bargain they had to make with the music industry to produce that music to their obsessive standards. If there’s irony in their work, it’s there—in the double-edged choice to dress a starlet in “the Steely Dan t-shirt” in “Show Biz Kids”, in the when-hell-freezes-over but still wished-for moment when “California tumbles into the sea” in “My Old School”, or in the “poison wine” Fagen offers to anyone else surviving the Western apocalypse in “King of the World”.[12]

There’s nothing static about that music in Steely Dan’s extraordinary run from 1972 to 1980. Each of the seven albums works the tension differently, from the smack-heavy jazz-blues of Pretzel Logic through the viciously cynical hard rock of The Royal Scam and the consummately smooth jazz-pop of Aja to the hermetically sealed formalism of Gaucho. But most critics and fans trace a steady progression towards ever more sheen and polish on a smooth shell—the source of the “yacht rock” label that belies the complexity of the production and the harshness of the lyrics. Countdown to Ecstasy captures them early in this run. They were still a working band rather than a crack team of hired session musicians, and they were still touring and performing rather than bunkered away in the studio year-round.

Recorded during the most intensive months of touring in their career, the songs on Countdown to Ecstasy, for the only time in that career, were created and rehearsed on the road. It’s nothing like a live-in-the-studio album, though; jazz luminaries Ray Brown and Victor Feldman contributed string bass and vibes, respectively, to “Razor Boy”, rock guitarist Rick Derringer ripped a slide guitar solo (recorded in Colorado) on “Show Biz Kids”, and a quartet of sax players drove the swinging romp of “My Old School”. Still, there’s an energy and a presence to the album that’s different from all the others. It may not rock harder than moments on The Royal Scam, but as Rolling Stone critic David Logan agreeably put it in his review at the time, “it’s honest to beejeevies rock & roll!!”[13]

On Can’t Buy a Thrill, the lyrics and production didn’t always manage to cut through David Palmer’s saccharine vocals, and when Fagen sang, he doesn’t always fully embrace the sharp edges, either. But you can hear Countdown to Ecstasy emerge from two of that record’s best moments: the Latin-tinged jam of the full-length six-minute version of “Do It Again” (edited down by nearly a third for the single), Elliott Randall’s celebrated guitar soloing on “Reelin’ in the Years“, the unpitying world-weariness Fagen wring full enigmatic world-weariness from the lyrics. Their friend and producer Gary Katz persuaded the diffident Fagen to take over full-time vocal duties for Countdown to Ecstasy, which pulled the album together and immeasurably sharpened its edges.

The other key difference from their debut was that it had been pulled together by songs mostly grounded, if not written in New York, which they had left for Los Angeles in 1971. In contrast, Countdown to Ecstasy was a collection of songs written out of the tension between and ambivalence towards the two cities, their past and their present homes. Some tracks are pure West Coast: the background singers’ insistent refrain of “Lost Wages” (evidently an old nightclub comic’s pun for Las Vegas) in “Show Biz Kids”, “King of the World”, and “Bodhisattva”, with its California-style faux spirituality. “Boston Rag” and “My Old School” are built on allusions to Bard College, a couple of hours upriver from New York, where Queens-native Becker and Passaic, New Jersey-native Fagen met. “Your Gold Teeth” contains references to Count Basie and Joe Williams’s version of “Goin to Chicago Blues” and Armenian American, New York-raised and -educated mezzo-soprano and avant-garde composer Cathy Berberian. “Pearl of the Quarter”, while set in New Orleans, appears narrated from afar, perhaps by a Chicago-based jazz or blues musician out of the Great Migration? The titular Grim Reaper of “Razor Boy” is likely coming to claim a soul in Las Vegas (“women in cages”), but that soul may well be an exile from the East, “singing a song of the past”, like so many Steely Dan characters.

The New York in Countdown, in other words, is firmly set in the past: “Any news was good news” (“The Boston Rag”), “Got a feeling I’ve been here before” (“Your Gold Teeth”), “I remember the thirty-five sweet goodbyes” (“My Old School”). “Pearl of the Quarter” pointedly shifts from present-tense conjuring (“You can see her almost any day”) to the conditional of the chorus (“And if you hear”) to the lost past (“She said she loved me and was on her way”). The West Coast, on the other hand, is here, now, and odious: “Can you show me … I’m gonna sell my house in town” (“Bodhisattva”); “While the poor people sleeping / All the stars come out at night” (“Show Biz Kids”); “All I got to say / I’m alive and feeling fine” (“King of the World”). Like “Your Gold Teeth”, “Razor Boy” (I hear you are singing a song of the past”) works the edge between past and present. As Fagen noted of “The Boston Rag” on the album’s lyric sheet, “Enervated after an attack of unrelieved nostalgia, Jeff ‘Skunk’ Baxter sheds his outer skin and stands revealed as a Wild Boy.” The resources, distance, and vacuousness of Los Angeles prompted nostalgia for New York City and provided a powerful way to hold it at bay in musical form.

The process Fagen described in “The Boston Rag” suggests how lyric, music, and song structure interact around the “New York urban-area type imagery and settings and so on” and whatever nostalgia for “Lonnie”, “Lady Bayside” (Bayside was the outer Queens neighborhood where the early band of teenaged Becker, born and raised in Forest Hills, would practice at their drummer’s house), and 7th Avenue he and Becker felt the threat of giving in to. Just when the pleasantly pop structure of the opening three minutes should be giving way to the chorus fade, it breaks down instead. The tempo shifts to a deliberate but insistent two-note vamp on Fagen’s piano, a memory that just won’t fade. Baxter soon joins in, bending sustained notes for a few bars before Jim Hodder’s drums kick in to set off Baxter’s piercing, nearly 60-second solo. When the chorus returns for a long fade, the pop song has transmuted into full-fledged rock, and the Boston Rag, whatever those words may have meant back in the NYC past, has been transmuted into a description of exactly what we’re now hearing, which only could have been birthed in exile in a Los Angeles studio.

“Do It Again” and “Reelin’ in the Years” are different. Both work more like extended pop songs, where the instruments are subordinated to the whole, and the verse/chorus/verse/chorus structure is retained throughout, with electric sitar and plastic organ solos substituted for verses in one and Randall’s solo in the other. That meant, among other things, that “Do It Again” could be truncated by nearly two minutes (nearly all of Fagen’s solo) without losing its essential structure. Both songs are also written in the second person, addressed to someone else, someone who is stuck in a rut, endlessly repeating damaging behavior, whether addiction or narcissism or whatever.

Six of Countdown’s eight tracks last five minutes or longer; the cost of truncating these into singles was much higher. The minute that was cut from “Show Biz Kids”, the first single (backed with “Razor Boy”) includes most of Derringer’s blistering solo and the third line of the bridge (the radio-deadly f-word—incidentally the first one I had ever encountered on a rock album). The single tanked, only hitting #61 on the Billboard Top 100. The follow-up single, “My Old School” (backed with “Pearl of the Quarter”), did just as poorly, peaking at #63. The one-and-a-half-minute edits from that song eliminated the swinging horn break at 3:03; even worse, they substituted a repeated two-measure section just after the final chorus (4:25 on the album version) for Baxter’s transporting outro solo.

As Fagen freely conceded in retrospect, neither song worked as a single: “[W]e would pick what we liked the best. Unfortunately, apparently, it was a little too bizarre for the single-buying public.”[14] To get a sense of just how bizarre, have a look at their appearance on American Bandstand in November 1973: they’re miming. Baxter does a credible air guitar, but it’s a good thing the horn break was cut since there are no saxes in sight. In “Show Biz Kids”, the cut material brutally had heightened the outrage of the Los Angeles satire (what Fagen termed on the lyrics sheet “the oral report” on their “move to L.A.”) both verbally and orally. In “My Old School”, as in “Boston Rag”, the instrumental breaks swing the song out of the past and firmly into a bitter, jaundiced present redeemed only in the space of performance. Nostalgia and exile are literally subsumed into the transformative pleasure of the songs: for the listener, the musicians, and the speaker in the song.

The live genesis of Countdown to Ecstasy and the relatively cohesive band-centered recording process were fundamental to this effect, just as they made it the hardest-rocking—and the hardest-swinging—of Steely Dan’s records. As Robert Christgau put it in his ‘A’-graded review, these are “perfect licks that crackle and buzz when you listen hard”. Where the later albums would deploy the studio production setting in various ways to create ever more self-contained pop worlds, Countdown to Ecstasy recognizably if cryptically, captures Becker, Fagen, and their band at a particular moment in time. They could truly only have made this record in the summer of 1973.

That fulcrum of loss, disillusionment, and creative energy makes the album jump out of the needle from the get-go of the eight sharp drumbeats that open the joyously appalled “Bodhisattva”. The lyrical wordplay perfectly captures the aural effect: “The shine of your Japan / The sparkle of your China” refers physically to the lacquer, glaze, and silk of Orientalist consumerism. But they equally capture what Christgau recognized: the song itself “shines like China and sparkles like Japan”; it embodies in its five-plus minutes the joy, equanimity, and transcendence of its namesake even as it rejects the illusion of the false promises all around it. That ambiguous alloy of appropriation, homage, and transcendence found a mellower but fully worthy descendant in the title song of their 1977 commercial breakthrough Aja.

I had debated whether to spring for tickets to the 2016 show, as Steely Dan had a reputation for hating live performances, and I’m still ambivalent enough about my fandom to have such a debate. But either they had perfected their performance of pleasure, or they were truly enjoying what could easily have been (and may well was for many) a pure nostalgia trip for the audience and a rote chore for them: recreating a 47-year-old-album as close to note-for-note as my ear could tell. They weren’t, of course, the same notes, and who knows what those notes meant to Steely Dan or to the member of the duo who had less than a year to live. All I know is that Becker took the solos, nailed each one, and that he and his bandmates all looked to be having a blast in the process. Even if most of the audience looked frightfully white, male, straight, and over 50 and were probably all, in some way, shape, or form, dads. I still love the music I discovered, but there’s not a single year I want to reel back in without a crack guitarist poised to cut the line.


[1] Michael Borshuk, “Introduction: Steely Dan at 50″, Rock Music Studies 9.3 (2022): 249-64.

[2] In Borshuk, “Introduction”, 254.

[3] Lindsay Zoladz, “I’m Not a Dad But I Rock Like One”, New York Times June 18, 2020.

[4] Brian Sweet, Steely Dan: Reelin’ in the Years (London: Omnibus Press, 2018 [1994]), 86. 

[5] In Michael Watts, “Art for Art’s Sake”, Melody Maker, 19 June 1976; in Barney Hoskyns, Major Dudes: A Steely Dan Companion (New York: Overlook, 2018), 93. Be sure to read it with equal emphasis on outré and pop.

[6] Wayne Robins, “Walking Slow, Drinking Alone and Moving Swiftly Through the Night…”, New Musical Express, 23 February 1974, in Hoskyns, Major Dudes, 52.

[7] Watts, “Art for Art’s Sake”, 114.

[8] Richard Cromelin, “Yes, It’s Steely Dan Versus the Fifth Ice Age”, New Musical Express, 26 April 1975, in Hoskyns, Major Dudes, 78.

[9] Watts, “Art for Art’s Sake”, in Hoskyns, Major Dudes,128.

[10] Watts, “Art for Art’s Sake”, in Hoskyns, Major Dudes,123.

[11] In Hoskyns, “A Squonk’s Tears: Steely Dan at Forty-Five”, in Hoskyns, Major Dudes,24.

[12] “King of the World” was written, according to Fagen, after watching Ray Milland in Panic in Year Zero! Milland’s 1962 film depicts the moral disintegration of a patriarch escaping to the hills from an H-bombed Los Angeles with a nuclear family, including pop star Ricky Nelson as his teenage son. The only thing more damnable than the family’s behavior is that of the post-apocalyptic world around them.

[13] David Logan, “Countdown to Ecstasy”, Rolling Stone, August 16, 1973.

[14] Cromelyn, “Yes, It’s Steely Dan”, in Hoskyns, Major Dudes, 83.