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This song is about recalling times with a girlfriend and a romantic breakup. It's one of the most popular Steely Dan songs, but also one of their least favorite. In Rolling Stone, September 17, 2009, Donald Fagan said, "It's dumb but effective." Walter Becker added, "It's no fun."

Steely Dan are known for their meticulous sound - every note must be perfect. This song is sometimes criticized for bringing on overly polished mainstream '70s music. (thanks, Johnny - Los Angeles, CA, for above 2)

Elliot Randall, who was not a member of Steely Dan, stopped by on an invite from Skunk Baxter while they were recording this and ended up playing the guitar solo. This was one of the first of many times Walter Becker and Donald Fagen would use studio musicians, and by their fourth album, nearly every player was a studio musician. Randall also played on their albums Katy Lied and The Royal Scam. (thanks, Joshua - Seattle, WA)

The quadraphonic mix of this song has extra Elliot Randall guitar fills not heard on the familiar stereo version. (thanks, Barry Kesten - Bellmore, United States)

Randall's guitar solo earned high praise from Led Zeppelin guitarist Jimmy Page. According to Classic Rock magazine (January, 1999), Page has said it is his favorite guitar solo of all time.

Comments:

Mike,It was "Naked Lunch" a book by William Burroughs....
- Jim, Long Beach, CA

steely dan was the name of a dildo but i cant remember what movie it was in can anybody remember it
- MIKE, STEVENSON RANCH, CA

One of their best. Robin in Springfield - did you also notice they changed the bassline in the chorus? On the studio version, i'm pretty sure the song is in A, and it goes G-A, while on the live version it goes G-F#. Not a bad change, and it lets us have two versions!
- Stu, Philly, PA

Does anyone know exactly how many musicians have contributed to the Dan's tunes over the years?
- Andy, Rockaway , NY

LOL tom! i HAVE thought the verse melodies sound a lot like 'boys are back in town'. i definately like this song better tho...
- Liam, Windsor, CA

Truly a classic song, and one of my favorite guitar solos. Very interesting chord progressions; if you've got a piano, try to figure them out some time! Check out the version on their Alive In America album - it adds some little twists, although I was a little disappointed that the horns simplified some riffs, and they didn't bother trying to replicate the original guitar solo. But still very worth listening to, as is the rest of the album.
- Robin, Springfield, OR

Classic rock tune that is included on several movie soundtracks, often used at nostalgic points in movies when characters are recalling the good ol' days!
- Michael, San Diego, CA

What drives me nuts is that I heard that song on the "AM Gold" stations in the early seventies home recuperating from frequent colds and flus (actually have a classical music upbringing) and it seems to me one version was sung by a WOMAN! your thoughts?? Ahh... The Dan Stevie Wonder Ozark Mountain boys, Carol King, I tell ya they don't make music like THAT anymore!
- thaddeus, Seven Hills (originally), OH

"After all the things we've done & seen you find another man, the things you think are useless I can't understand!"......I think most men with any kind of age or life experiences can truly relate to these lyrics!
- Michael, San Diego, CA

Elliot Randall dropped by because Steely Dan conceptually was about studio musicians. Becker and Fagan could mix and match players to get the sonic texture they wanted without being limited to the talent within a band. It was the brainchild of Gary Katz who was a producer for ABC records. Becker and fagan were staff writers in the "Brill Building" backing up Jay and the Americans. Barbra Striesand recorded one of their songs and they got noticed. David Palmer was brought in to do most of the vocals on the first album, because Fagan thought his voice not coemrcial sounding enough. Eventually they'd let Palmer go becuase he didn't croon with the feeling Becker and Fagan intended for the songs when they wrote them. During Countdown to Ecstacy they began to function like a band, becuase of constent touring. They got off that jag by Katy Lied, and stopped touring for alomst 20 years.
- Lou, Scranton, PA

One of the most unique US bands.........
- Doug, Edmonton, Canada

Tom, now that you mention it, they do... Anyway, awesome song, one of my favorites by Steely Dan.
- Ryan, Marion, IA

Does anyone else think that the verses sound a LOT like the verses from "The Boys are Back in Town"?
- Tom, East Lyme, CT

I agree with you, Dave. Superb. A complex work.
- Joni, New York, NY

yea, baxter was with the doobies, too. good song
- Jim, Toledo, OH

I absolutely love Steely Dan. They have a great sound and are amazing songwriters....correct me if i'm wrong but didn't skunk baxter play with the doobie's too?
- Joshua, Eaton, OH

Just superb is right!! Great song-perfect! The music, the production, the lyrics, the musicanship- a lesson in pop music sophistication.
- Brian, Sydney, Canada

Terrific song...although you'd be hard-pressed to find a real dud among these two geniuses' collection.
- Jacob, St. Louis, MO

I am 45 years old. I have always liked the sound of this song. Over the many years I understood only some of the lyrics. Thanks to this site I have been able to learn the lyrics of the verses. They are very deep. John, TX
- john, Fort Worth, TX

Slick....great, jazzy feel....a real musicians song.
- rob, vancouver, Canada

Elliot Randall is sensational here; I've never heard another hot lick from him, have you? Charles, Monterey CA
- Charles, Monterey, CA

Just supurb.
- Dave, Sydney, Australia

Awesome solo work on this tune. I actually always thought this one of the least-polished, more rocking tunes that Steely Dan ever did. One of the best bands ever, IMHO.
- Mike, Denver, CO

Great song... I love their sound. I wish they were more well known because i definatley think they are better than alot of other bands out there that everyone knows about... It's sad really.
- meg, BR, LA