Song Kitchen: “Peg” by Steely Dan


Welcome to the latest edition of Song Kitchen! Well aren’t you in for a treat, because today we’re gonna be heading down to the City of Angels, the Big Orange, Tinseltown, that’s right — Los Angeles! This city is Americana through and through, home to some of the greatest music ever recorded. We’re here visiting the resident chefs of Steely Dan: Donald Fagen and Walter Becker. The year is 1977, and the boys are cooking up this fat slice of funk with some of the greatest session musicians to have ever lived, preparing a saucy gourmet dish of yacht rock called “Peg.”

Fagen and Becker have been running this operation as a two man duo nearly since its inception, preferring to utilize a rotating cast of characters as opposed to maintaining a solid core band. This gives them the ultimate freedom as arrangers and composers to get the absolute best from different musicians for each song, and they’ve been known to keep musicians simmering in the studio for periods of up to twenty hours at a time in order to squeeze the maximum flavor for each take.

Here’s how you can create this dish on your own!

Find the ingredients to your favorite songs with the full Song Kitchen series!


  • 1 cup of aromatic flanger guitar
  • A baker’s dozen of blues bars
  • A whole funky bass line, preferably played without the consent of the head chef
  • The perfect guitar solo. Feel free to shop around for this one. If you don’t see one that works for you in one store, go to another store, search the organic aisles if you have to.
  • Liberal use of Michael McDonald’s background vocals. Tight harmonies weaving through the tricky chorus chord progression means Mike’s really gonna have to work for it, which is going to ensure a great take.
  • 1 fresh peeled shuffle courtesy of session ace Rick Marotta
  • A dash of Donald Fagen’s dry wit and curious lyrical inspiration


Step 1: Preheat with a solid intro, apply oil to the groove.

“Peg” begins with a hearty descending chord progression with some jazzy roots. Drummer Rick Marotta, bassist Chuck Rainey, and guitarist Steve Khan lock in from beat one of the groove, with some nice clavinet and synth melodies simmering over the top. The first verse starts immediately after that juicy chord progression at the top, with three snare hits sending us on our way. The form of the verse closely resembles a standard twelve bar blues, except for one detail — it’s a thirteen bar form!

+ Learn more on Soundfly: Explore the 12-bar blues form, and the ways artists from Thelonious Monk to Miles Davis have adapted it with our free course A Conversation with the Blues.

Here’s the groovy keyboard chord chart in action from the intro all the way through the chorus:


Step 2: Toss in the rhythm guitar.

Now let’s prepare this super slick rhythm guitar part. The guitar plays something that would be more akin to a percussion instrument, almost like a pitched block — it really is like an extension of the drum pattern. This is a great way to think about using guitars in your own projects if you’re tired of strumming through the same old chords. Notice how lightly and gently he glides from note to note. Each note is palm muted, performed with the utmost care and precision for which Steely Dan is notorious!

Here’s a chart of the rhythm section guitar part in the verses. For the sake of simplicity, instead of including the full chordal analysis, we’ve included the roman numeral of the implied harmony, to help you identify that blues flavor.


Here’s a helpful little demonstration of that rhythm guitar part.

+ Read more on Flypaper: “Overcoming the Blues Rut and Expanding Your Guitar Creativity”

Step 3: Get funky in your choruses. This step includes using your Michael McDonald background vocals, your slapped bass line, and your knowledge of advanced jazz harmony.

Let’s dig into some of the featured players here. You can really peel away the oniony layers of Michael McDonald’s background vocals, just dripping with soul, threatening to steal the show at any moment. A generous layer of bass slapping permeates throughout each chorus, thanks to a reticent Chuck Rainey. Despite actually being told not to slap his bass in his signature thumb-thumping style by Fagen and Becker at the beginning of the session, Rainey somehow found a way to sneak it in without anyone noticing! A little extra cheese, anyone? Not on this track!

I think it’s safe to say we’re all glad that part stayed in the pot. Without those crucial elements, the flavor simply wouldn’t be what we’ve come to love from this iconic group.

Step 4: Carve out the right guitar solo.

This piece of the pie comes by way of guitarist Jay Graydon. Becker and Fagen worked hard trying to coax a take from up to eight session players, including Larry Carlton and Jeff “Skunk” Baxter, none of whom were able to cook up anything suitable for the notoriously picky tag-team composers. Graydon was the last man called for the job, and left us with that greasy, bendy, and crunchy solo we know and love.

Step 5: Repeat your verses and chorus. Vamp until cooked. Fade out!


Pro Tip: Slow cook for weeks on end until you’re positively sure that there is no possible way that the track could sound any better.

“Peg” appears at the beginning of the second side of their album Aja. Taken as a whole, Aja is one of the greatest records ever made, featuring appearances by some of the greatest names in music, including Wayne Shorter, Bernard Purdie, Joe Sample, and many more. Rolling Stone placed the album at number 145 on their “500 Greatest Albums of All Time” list, and the Library of Congress included the album in the United States National Recording Registry.

And now, sit back, throw on your Sperrys, grab your Cuervo Gold, and enjoy the buttery sweet, sultry sounds of Steely Dan’s “Peg,” only this time, play along!

It’s been a pleasure taking this journey with you — see you in the next Song Kitchen!

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