An outtake for the ages that owes its very existence to the sheer willpower of a loyal (and sometimes overly obsessive) fan base.
If you asked most serious artists why they pursue their craft, many might say that it’s about progress and growth.
To strive and to improve upon their last project, and create something with even greater substance and gravitas on the next go-around.
Putting their legendary wry cynicism aside, I think that Walter Becker and Donald Fagen would have probably concurred.
After creating five excellent Steely Dan studio albums, they put the cherry on top of the sundae with their sixth recording, Aja.

As noted by many, including a recent mention by a tnocs.com contributing author, Aja is a work of art so completely and thoughtfully constructed that even those who don’t like it will acknowledge that it was a landmark effort.
(Objective music fans are my favorite kind of people, but that’s another article for another day.)
So, the question was, exactly how and where would Steely Dan go from there?
Perhaps feeling challenged, inspired… or likely both, the duo’s next album, Gaucho, was a stellar addition to an already vital catalog. Whether or not it measures up to the greatness of Aja has been debated. Some say that it’s not quite as good, while others insist that it is the slightly better effort. If I were asked to choose? Call me Deacon Blues.
For myself and for many folks, that’s the answer. And I’ll spare you eleven paragraphs to tell you why.
But I’ve often wondered if the rankings of the Dan’s number six and seven LP recordings would skew any differently, if, back in 1980, someone hadn’t accidentally pushed the wrong button on a tape recorder.
To create Gaucho, the usual Steely Dan motus operandi was in place.
If you’ve ever wonder why audiophiles and music fans alike regale the sonic perfection of the Steely Dan catalog, a good place to start your research with be with Roger Nichols.

He was the engineer for landmarks such as
Nichols is rightfully credited with
beto include a literal busload of studio musicians who would play the same parts repeatedly, and sometimes torturously, until it was just right. And even then, most of these player’s individual performances would end up on the cutting room floor. However tedious and frustrating the process, that was their recipe. And it wasn’t going to change.
You may remember Gaucho and its radio-friendly second track, Hey Nineteen. In hindsight, it feels like the logical choice for a first single. But there was another song that was a very strong candidate for that distinction. It was a particular favorite of Becker and Fagen as well as producer Gary Katz and engineer Roger Nichols, who also strongly advocated for a composition called “The Second Arrangement.”
It was upbeat, yet wistful, melodic, had several great hooks, and showcased all of the ace players deftly hitting their marks.
In other words… your typical Steely Dan song.
And in this case, a very good song. One that would be memorable, and rank among their stronger efforts. The opening lyrics are exactly as Becker-Faganish as you would expect them to be:
Pour out the wine, little girl
Steely Dan’s “The Second Arrangement”
I’ve got just two friends in this whole wide world
Here’s to reckless lovers
We all need somebody
Stashed in the yellow Jag
I’ve got my life and laundry in a Gladstone bag
You should know the program
Just one red rose and a tender goodbye
The rhythm section’s contribution to the song, the essential bass, drums, keyboards, and guitars, had finally been completed. The intricate parts had been played many times over by each musician. This alone had taken several weeks, but after a lot of work, it was finally deemed ready to pass muster. Now it needed only a signature Steely Dan horn arrangement, and some reworking of the background vocals.
And finally, it would then be ready for Donald Fagen to replace the temporary lead vocal scratch-track, and do it for real in his signature mournful and reflective style. They would have a very solid recording, and the probable hit single release for the album.
Fate, or perhaps the Santa Ana Winds, had other plans.
An assistant engineer working on the project was preparing the master recording for a listen, and made a simple yet uncorrectable mistake:
He accidentally erased about 75% of the song.
This was during the days of magnetic tape, so there was no computer file backup. No method of retrieval. It was permanently gone. Reportedly, when the news was told to Donald Fagen about what had occurred, he just stared silently for a second, stood up, and walked out of the studio.
There were a few attempts to start from scratch and re-do the whole thing, but somehow, the feel of the previous erased version just couldn’t be replicated. The recording sessions for Gaucho had already been riddled with several production challenges, along with some terrible personal problems that plagued Walter Becker in particular.
Perhaps feeling as if all of this was part of a larger curse on the project, they decided that The Second Arrangement was best left alone to die an unfortunate death. And so, this song ended up as a ship that passes in the night, a gap in the Steely Dan set list that was never to be heard.
However, in the recording world, curious things sometimes happen. Some of the people working on the project had made cheap, sonically inferior copies of the track, to use as reference material. There were also some poorly recorded, yet discernible tape copies of other parts of the song. None of these would be remotely acceptable for release, but the snippets do exist.
And over the past 40 years, these breadcrumbs have been very slowly and very randomly discovered, and culled together. This has resulted in several fan recreations of the song from the bootlegged cassettes and studio scratch tracks.
To the delight of Steely Dan Nation, every couple of years someone will offer up a slightly improved version. Sometimes featuring a better EQ, or maybe a new reduction of the original tape ”hiss,” or some other 21st century audio processing wizardry; it’s all a masterclass in patience and successive approximation.
Here is 43 seconds of what could be called the “current state of the art” for this song. It’s clearly bootleg-level quality:
For those who would have preferred that the lead vocal was clearer, I feel you – it’s not the easiest thing to listen to.
But fans will be fans. All true lovers of Steely Dan have lovingly embraced such Frankencreations of “The Second Arrangement,” while cheerfully accepting that we’re probably at the point of, “as good as it will get.”
Until… a stunning development came to light in 2020:
…in the form of a Facebook post by Cimcie Nichols, the daughter of the late Gaucho session engineer.

Yes, agreed. Good job, Mom.
The family has discovered three cassettes that may include working mixdowns of the song. With magnetic technology this old, there is an excellent chance that the cassette’s tape will physically disintegrate into brown flakes upon the first playing. Therefore, great care is being taken to see if it’s salvageable. If so, a real-time digital recording will be made as the tape is played.
Perhaps the story of this long lost recording isn’t over quite yet. Maybe it’s like the song itself says:
Now’s the time
to redefine
the first arrangement again.
I might not be a Steely Dan adherent (sorry guys!) but its a fascinating insight into them. In particular their torturous recording practices. On the one hand sounds like Donald Fagen could have taken the news a lot worse, no outburst or threats of violence against the engineer – though we don’t know what he did on leaving the room. I can’t even begin to imagine how that must feel putting that much time and effort into creating something for someone else’s mistake to undo it all. Or how bad the engineer felt for that matter.
Its also a fascinating insight into fandom and how far people will go to pick up every scrap of an acts career and also the technological advancements that have allowed more piecing together and cleaning up the sound.
Mostly when I read about accidents in the recording process they’re happy ones that resulted in something enhancing a song or album: see The Beatles and the feedback at the start of I Feel Fine or the engineer’s mistake that led to Her Majesty popping up at the end of Abbey Road. I can understand though that bands might not want to dwell too much on the unhappy accidents that destroyed rather than enhanced their recordings.
With all due respect, sir, you left out the fantastic capper to this story. “The Second Arrangement” was retooled, with brand new lyrics but keeping Larry Carlton’s guitar lead.
The song it became was “Third World Man.” The new song told the story of a young tyrant in training, raising hell in his neighborhood on his way to becoming a psychopath. The lyrics, and the way Carlton’s lead veers between lilt and bite, make for one of the most chilling of the Dan’s works. They were hard-bitten romantics at the beginning of their career (and remained so through “Deacon Blue” and the title track to Gaucho), but as their style settled into more blatant cynicism, people often missed their wounded idealism.
I’m a fan of all the Dan LP’s through Gaucho (Pretzel Logic is my favorite, but all are of high quality). Out of all their songs, however, “Third World Man” and its depiction of how we let violence grow ranks with the best of Randy Newman’s songs as an almost casual warning of our society’s sickness.
Happy Wednesday, everybody. And I promise to try to reign back my one-upmanship for the next couple of weeks!
https://www.youtube.com/watch?v=r9r9daGEy3E
Well done, and good catch, Archie!
Just before Covid, I got to see Larry Carlton, where he told lots of great stories like this one. He’s currently on his farewell tour; he’s certainly had a wonderful career.
If I ever get around to writing my submission, Carlton will make an appearance on Joni Mitchell’s “Help Me.”
I forgot to compliment you on a fine article – good on you!
I’d look forward to that. “Help Me” is a 10/10 of a song.
Hello, Link! Very nice to see you.
We love it when you come by.
I hope this works, mt…
It did!
I was not a Steely Dan guy; after all, they were a 70s band and my musical tastes formed in the late 70s/early 80s.
That being said, I bought their Decade of Steely Dan (mainly for “Peg”), and loved Donald Fagen’s “I.G.Y.”…but I’m really impressed listening to “Second Arrangement”, or whatever it is. It could’ve been a single! I might’ve bought it!
Great story, and is this your first ACTUAL article besides the Weekend Files? (which makes me think of Jim Rockford, not Daniel Craig!!!)
Thank you, Leonardo, via thegue!
This is my second actual “article” besides my “Weekend” bit on Friday. I’m trying to spare you all as much as I can.
This was the first one:
https://tnocs.com/wp-admin/post.php?post=2421&action=edit
I stand corrected, an absolutely brilliant breakdown of
The Fall Guy’sThe Gary Shandling Show’s theme song!I read this way late last night, but this was a fascinating read, mt! I enjoy a good “lost song” story, those are the big what-ifs in a band’s history you wonder about. And it’s impressive to see how fans cobbled together bits and pieces of “The Second Arrangement” over the years–that “a, a” rendering is quite good!
I don’t know if I’m the biggest Steely Dan fan in the world, but they have grown on me over the years. “Peg” is probably my forever favorite from them, though I quite like “Reelin’ in the Years”, too.
There was no Internet in the eighties, so you didn’t learn everything all at once. Walter Becker was the guy who produced China Crisis’ “Flaunt the Imperfection”. I knew who Donald Fagen was because he had a top 40 hit with “I.G.Y.”, but Becker, for an embarrassingly long time, he was the guy who also produced “Diary of a Hollow Horse”.
It’s hard to miss Steely Dan’s influence on Prefab Sprout’s debut album “Swoon”. When Becker passed on, Paddy McAloon, who doesn’t have a whole lot to say, made a public statement about his greatness. I own all their albums(up to Gaucho) just to have an archive. I don’t have to like an artist. I’ll buy music(Grateful Dead*, Kanye West, Big Thief) just because they’re a part of musical history.
*I really don’t get The Dead. Somebody explain to me why they’re great. I started a Dead collection after reading Mark Ludington’s Tiger in a Trance.
I would love to explain to you why the Dead are so great, but I don’t understand it myself.
Great write-up! A very interesting story. It’s almost like the intermediate version of the Beach Boy’s lost Smile album and the tragic absence of bass guitar on Metallica’s And Justice for All. Happily, in all cases there seem to be some way to access the legendary missing music in some form or another.
You know, I wanted to get all naughty like Burroughs and say that Steely Dan is not up my alley, but to be honest I’ve never heard them before!
I just started playing Aja on Spotify and my first impression is “Wow, De ja Vu! I’ve heard this before!”
https://www.youtube.com/watch?v=mVnoNpncfh0
(Perfect timing: 1997 in TNOCS time)
Thank you! There’s certainly a lot to unpack with Becker and Fagen, so good on you for investing some time to see what’s what.
Great post, mt58.
Donald Fagen’s reaction reminded me of my father’s when I was growing and did something stupid. Sometimes silence is more painful than any words.
This story also reminded me of one of Jimi Hendix’s albums. I believe it was Axis: Bold as Love. After a long day in the studio, Jimi forgot the master(s) in the back of a cab. The tapes were never recovered and, if memory serves, a whole side of the record had to be re-recorded.
I hadn’t thought about the Jimi story in a long time. I’m thinking that there must be other such examples?
Good on you, Captain mt! I am one of those passing Steely Dan fans – I don’t love all their stuff or have any of their albums, but I freely acknowledge they are masters of their craft. In fact, Steely Dan was one of the first bands I could pick out back in my 70’s BabyDutch days. Even at the age of 4, 5 years old and knowing nothing about music, they were the first band that I could always identify their songs and just immediately sensed these guys were highly skilled. They were just so polished.
God bless The Obsessive Fans who always find a way to preserve history! I feel for that poor engineer though, oh man, the realization of what he did, that had to be just brutal.
Thank you, ‘g8r. It was fun to research and write.
Speaking of the engineer, three fun facts:
I was pleased to comply.
They had a less civil reaction to recording equipment not working as designed during the Katy Lied sessions. I’ve read the story once or twice (but can’t remember where), but they were recording in LA and tried to get the company that manufactured the equipment in Boston to help them over the phone. Eventually they sent someone to the company to talk face to face, and came to the sad realization that even the engineers at the company didn’t know how to fix the problems.
At the end of the recording sessions, they hauled the equipment to the stairwell and tossed it down the stairs. They were always disappointed with the sound of the album. It sounds good to my amateur ear.
I was in high tech in those days, supplying the internal components used to make all kinds of electronic devices. I worked with many different companies, to include audio equipment manufacturers.
One of my customers was the company that you are referring to.
Blessedly, I had nothing to do with the issue.
https://sdarchive.com/dennys3.html
Fascinating article- thanks, mt!
I admire Steely Dan more than I like them, but “Deacon Blues” is one of the greatest songs of the 20th Century – simply transcendent.