Lost Works: Steely Dan’s “The Second Arrangement”

May 1st, 2019 was a watershed date for me. A new version of Steely Dan’s “The Second Arrangement” was uploaded to YouTube, by user “Sir Mix-A-Lot Rare Music”. Ridiculous username aside, Mr. or Ms. Mix-A-Lot Rare Music had put a great deal of effort into restoring a song that was supposed to appear on side two of Steely Dan’s 1980 album Gaucho:

In fact, a number of songs were made during the recording of Gaucho that didn’t appear on the final product. In the very-online circles of Steely Dan fans that I run in (it’s me, a bunch of older white dudes, some audio engineers, and on a good day maybe like one woman), the legend of this alternate version of the album has spread, to the point where there are entire explainer videos on Lost Gaucho:

Of these cut tracks, the loss of “The Second Arrangement” stings most. It was, according to famed producers Roger Nichols and Gary Katz (who had both worked with the band for many years) the best song of the album. I trust their judgement.

So what happened? An unnamed, lower-level audio engineer accidently erased the best take of the track. The specifics differ from story to story, but the general consensus is that the engineer was asked to prep a version for Fagen and Becker to sign off on—a final mixed and mastered version—and this engineer accidentally recorded over the final 65% or so of the song. Now all we have are either really crisp versions of the first 2 minutes (the only part that survived), or partially-mixed, choppy versions of the full song (like the one I posted above). I like the full version, even if choppy, because lyrics are so central to Steely Dan. They add a great deal, even if the audio quality is terrible.

The circulation of such a choppy demo probably causes Donald Fagen a great deal of psychological distress—and no doubt me sharing this ‘remastered bootleg’ has caused Walter Becker to make a full rotation in his grave. Becker and Fagen were/are audiophiles on a level likely unmatched in all of popular music. Audio engineers study their 1977 album, Aja. Their 1975 album, Katy Lied, came out slightly below their standards, thanks to an equipment malfunction in the newly created dbx noise reduction system. Becker and Fagen refused to ever listen to the completed album as a result, and APOLOGIZED FOR IT in the liner notes for the original album. Now, personal anecdotes are by no means solid evidence, and my ear is far from refined, but I’ve listened to Katy Lied on vinyl. Honestly? Sounds pretty crisp to me.

In summation, Fagen and Becker would NEVER cosign the release of a song that wasn’t perfect, and so a muffled copy of a copy making the rounds online is nothing short of a pointed insult.


“The Second Arrangement” has the bones of, potentially, one of the greatest Steely Dan songs ever made.

The version of “The Second Arrangement” that I included above is quite obviously not a final cut, but not just because the vocals are muffled and the mixing is off. Because the master audio files were erased by that engineer, the only surviving copy of the full song (the ones that the bootlegs are made off of) was from a cassette tape recording of the partially finished track. The cassette was made for the session musicians that were going to play the horns in the final version. Once that engineer erased the masters, one of the horn players realized that they had an incredibly rare recording on their hands, and began passing it around. That’s the source for most of the bootlegs and restorations and copies of copies that float around.

Thus, the missing horns are also a limitation of the version I posted above. It’s difficult to imagine how they would have been woven into the song, especially if you’re like me and have replayed the non-horn version several dozen times. But, for a taste, you can listen to a guerilla recording of one of Steely Dan’s live performances of “The Second Arrangement”, from the early 2010s:

Now, I can’t really say how “The Second Arrangement would have sounded with the horns, or whether the studio version would have sounded good. But I’m inclined to trust Becker and Fagen on this one, as they often had saxes and trumpets in their songs, and usually did a bang-up job with them. Noted musical mind Grace Spelmen did some threads on their use on “My Old School” that succinctly showcases their ability to incorporate some hornin’:

She summed it all up by saying that on a Steely Dan song, “Every instrument has something to say”. Well said, indeed. I think the horns would’ve been great on “The Second Arrangement”.

As I mentioned earlier, lyrics are an integral part of Steely Dan, and that’s why I favor the first version above, even if the audio quality is significantly lower than other versions.

“The Second Arrangement” follows a similar tale as that of many Steely Dan songs, the tale of the gentleman loser. Becker and Fagen had a tendency to write opaque lyrics, which resist direct interpretation. I’ve always taken “The Second Arrangement ” to be about divorce, or any sort of relationship split. Our down-on-his-luck sophisticate has bungled the nominal “first arrangement”, which needs to now be redefined. As the chorus goes:

“And I run to the second arrangement

It’s only the natural thing

Who steps out with no regrets

A sparkling conscience

A new address

When I run to the second arrangement

The home of a mutual friend

Now’s the time to redefine the first arrangement again”


The “new address” of the “home of a mutual friend” suggests that our protagonist has seriously  f’ed up his previous life and had to move in with someone else. Furthermore, he toasts to “reckless lovers” in the first verse, calling attention—most likely—to his own habits. Driving around in his yellow Jaguar, perhaps he has been philanderous. Perhaps it is a callback to “Deacon Blues”, where our central figure “crawl[s] like a viper” through suburban streets, making “love to these women, languid and bittersweet”. Perhaps the ‘viper’ terminology was meant to evoke the sports car, not just the animal for which it’s named.  The use of another animal-named sports car allows us to make these connections to the previous work, opening up the possibility of a successor, even if it is only a symbolic nod and not a direct reference.

Our character feels alone in this world, claiming to have “just two friends in this whole wide world”. By the final verse, this has given way to denial and deflection. As the first arrangement collapses in on itself, he claims that he is losing his friendships, not because of his own actions, but out of envy:

“Old friends abandon me

It’s just the routine politics of jealousy

Someday we’ll remember

That one red rose and one last goodbye”


As often was the case, Steely Dan force us to confront a character who is, put mildly, unsavory. A catchy tune can’t totally conceal the fact that our central figure here is a rich, pompous asshole. What does it say about us when we sing along? Or when we are impressed by his flowery rhymes?

Many of the comments on the uploaded bootlegs compare the bones of “The Second Arrangement” to“Deacon Blues”, which I think is an unfair comparison. “Deacon Blues” is, IMHO, one of the greatest pop songs ever written. However, Donald Fagen himself seemed to know that “The Second Arrangement” was destined to be one of their great songs, stating in a Rolling Stone interview that its erasure was:

“one of the most serious emotional setbacks we’ve had in the studio.”

Furthermore, “The Second Arrangement was the first song recorded for Gaucho, and thus was the song created in closest proximity to Aja, on which “Deacon Blues” appears. It’s possible that some of the stylistic residue from Aja was to be found on “The Second Arrangement”.

Gaucho, for me, is in the pantheon of Steely Dan’s music even without “The Second Arrangement”. This is a bit of a minority opinion, as Gaucho is often placed on the low end of fans’ tier list of Steely Dan albums. The only thing that is universally agreed upon in the admittedly subjective ranking of Steely Dan albums is that Aja is number one, a beacon of masterful studio work that is the purest distillation of the music that Becker and Fagan set out to make starting on that fateful day in Annandale, way back in 1967. Aja is our lodestar, our bedrock; simply put, it is the perfect album.

But I would argue that Gaucho, their follow-up project, released only three years on, carries much of the spirit of Aja. It tones down the jazz in favor of yacht-rock, and ramps up the detached irony behind the songs, all while making the musical front more glittery than ever. It’s a “Glamour Profession”, but “living hard will take its toll”. If Aja is pure light—what-you-see-is-what-you-get—then Gaucho is a shimmering surface cloaking a darker truth. Aja is a Black Cow in Rudy’s, Gaucho is Kirschwasser from a shell.

All this, AFTER “one of the most serious emotional setbacks” the band had faced, losing a song that they worked incredibly hard on, one which indeed could have been the crown jewel of Gaucho.

In a retrospective review of Gaucho for Pitchfork, Alex Pappademas wrote that:

“[Gaucho] might not be the best of Steely Dan albums, but it’s definitely the most Steely Dan of the Steely Dan albums.”

Which is true. But, it’s hard not to wonder—with a less troubled production, and with a finished “The Second Arrangement” to buttress the back half—if Gaucho COULD have been the best of the Steely Dan albums.

We’ll never know, all because of some unnamed audio engineer.

Fuck that guy.

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