The Best Version Of... Donald Fagen’s The Nightfly

When EQ Magazine asked its readers to select “the best sounding recordings of all time,” Donald Fagen’s 1982 album, The Nightfly, ranked fifth — behind Sgt. Pepper’s Lonely Hearts Club Band, Dark Side of the Moon, Pet Sounds, and Abbey Road, but ahead of Led Zeppelin IV, Electric Ladyland, and Thriller.

While at first blush it might seem quixotic to rank the former Steely Dan frontman’s solo debut — which, despite its critical plaudits and whopping seven Grammy nominations,  took almost 20 years to go platinum — alongside some of the best-selling albums ever released, EQ’s readers were in good company: Famed musician, producer, and EQ columnist Al Kooper also placed The Nightfly fifth on his exhaustive 100-album list.

One of the first digitally recorded albums, The Nightfly’s sound was crafted by the all-star team of producer Gary Katz and engineers Roger Nichols and Elliot Scheiner, and it was mastered by the equally legendary Robert Ludwig. Upon its release, The Nightfly instantly garnered a reputation as an audiophile album par excellence, becoming “a popular demonstration record in hi-fi stores across the globe,” as Sound on Sound’s Paul Tingen put it. Sony was so impressed with The Nightfly’s sound quality that it asked for permission to make it one of the first albums released on CD so that it could be used to demonstrate the then-new format at audio trade shows.

Its status has scarcely diminished in the intervening four decades. The Nightfly still prompts extensive discussion on the audio-related interwebs, and it regularly turns up as audition material in gear reviews in the pages of Stereophile (and Audiophile Style). In 1997, cognitive psychologist, producer, and writer Daniel Levitin included The Nightfly in his list of “high-fidelity masterpieces.” Likewise, when the BBC asked Sound on Sound’s editor-in-chief Paul White in 2006 what the best recording ever was, he replied “that’s so hard,” then landed on The Nightfly. This past November, KEF produced its own list of the “Top 24 Best Sounding Pop Albums of All Time.” The Nightfly came in seventh.

Given The Nightfly’s unquestioned status as one of the pivotal audiophile releases of all time, it should come as no surprise that it’s the subject of this edition of “The Best Version Of…“

Following the release of 1980’s Gaucho, the Steely Dan duo of Donald Fagen and Walter Becker decided to make an amicable split. While Becker’s personal issues contributed to the open-ended hiatus, the tedious process of attempting to make Gaucho a worthy follow-up to 1977’s smash, Aja, also seemed to represent the apotheosis of the band’s studio perfectionism. “We were both locked into the idea that you have to surpass what you just did or else it’s no good,” Fagen told the Los Angeles Times in 1991:

Not only surpass it, but do something completely different. I think on Gaucho we finally went overboard on that…. We were trying to realize a technical perfection that started to deaden the material. At the same time we were very depressed, and I think you can hear it in some of the tunes…. I very much wanted to do something of my own that reflected what I was experiencing separately from Walter. We felt we should take a break from each other. We were both not in the greatest shape at the time.

The idea for The Nightfly predated Dan’s demise. “I had wanted to do something by myself for a year or so before we decided to ‘take a vacation’…,” Fagen told High Fidelity magazine in 1983.

“I just sort of started writing my record after we finished Gaucho and decided to call at least a temporary halt to the collaboration,” Fagen explained to Musician that same year. “Since it’s my first album, I thought it should be at least vaguely autobiographical. But I think a lot of the themes have precedents, like ‘Deacon Blues,’ on Steely Dan albums.”

Whereas the songs that Becker and Fagen crafted for Steely Dan leaned towards irony-laden character studies, Fagen’s tunes for the The Nightfly embraced autobiography and a halting sincerity. “The condition of irony is no longer special,” Fagen explained to Entertainment Weekly’s David Browne in 1992. “It’s become the normal mode of life. And since that was one of the ingredients of what we were doing, it just became irrelevant, because people didn’t need us to point out the irony of things. They just lived it.”

“I actually tried to write these new songs with as little irony as possible,” Fagen told the New York Times in 1982:

I guess Walter’s lyrics tend to have a little more bite than mine, to be more detached. I wanted this album to be a little brighter and a little lighter than a Steely Dan record; I wanted it to be more fun to listen to. And I wanted to make an album that was more personal, an album that might help explain how I got diverted from the plans I had when I was in school, which entailed going on to graduate school and getting a doctorate in literature. I mean, what happened?

What happened was music — specifically the aural world created by the jazz of the late-1950s and early-1960s and the disc jockeys who spun it. It was this world that provided the framework for the hipster ethos that Becker and Fagen celebrated in Steely Dan. As Fagen reflected to the BBC’s Trevor Dann shortly after The Nightfly’s release:

I’m 34 now, and I started to think back about how I came to be a musician, and in exploring that I started thinking about the late ‘50s and early ‘60s when I first started listening to jazz and rhythm-and-blues and that kind of music. And that’s the kind of music that formed a lot of my attitudes at the time — not only the music but the whole culture connected with jazz and late night radio and hipster culture and all those things which I thought of as an alternative to the rather bland life I was leading out in the suburbs near New York City. That’s basically what the album is about; that theme runs through most all of the songs.

At its broadest level, The Nightfly explores the conformity, the optimism, and the terror of the period between World War II and the JFK assassination.

For Fagen, nothing better epitomized this conformity than the fast-growing, cookie-cutter suburbs like Levittown springing up across the country.  “[Living in the suburbs] was a very negative experience for me,” Fagen told Leo Sidran in 2019:

I was born in Passaic. Then we moved to Fairlawn for a couple years. But then we moved to this brand-new development, Levittown-type place in New Jersey, that was built on farmland, and all the houses look the same. We’re moving away for from our sort-of broader family, you know, away from my grandmothers, and my aunts and so on. It’s true, my father got a much better job in this place. But it never seemed worth it to me, you know?... I was about 10 or 11, [and] I think that’s when I really separated from my parents, because it seemed like they were making a really terrible decision.

This suburban conformity was enforced with discriminatory covenants designed to exclude African Americans and other non-whites — often including Jews like Fagen’s family. Yet some of the children living in these suburbs wanted nothing more than to explore the cultures their parents’ generation was trying to keep out. They were searching, Fagen told the Times, “for some alternatives to the style of life in the ‘50s…and it’s amazing how many of us found them in jazz [and] in other kinds of black music….”

Fifties jazz looms large in both Fagen’s psychic escape from suburbia and the sonic landscape of The Nightfly, which draws more explicitly on the genre than any of Steely Dan’s records. “When I was quite young I used to buy Chuck Berry and Fats Domino records,” he told Dann, “but when I was about 11 or 12 I discovered jazz...and I sensed that the vitality had switched to jazz. ‘Course the jazz scene in the late ‘50s was particularly active: there were great musicians like Miles Davis, Sonny Rollins, Thelonious Monk all making really classic records… It grabbed my interest, so that’s what I listened to at the time.”

Fagen’s guides to the world of jazz were the late-night disc jockeys broadcasting across the river from his New Jersey home. “I admired DJs, especially jazz jocks who came to me from Manhattan,” Fagen told Mary Turner. “I lived about 50 miles away — these jazz jocks were very romantic figures to me. They would fill the night with the kind of music that I liked, and they talked in these what later became FM-style voices — very slow, cool, reassuring — and it was kind of a lifeline to urban life to someone living out in suburbia in New Jersey. I spent a lot of time listening to the radio, at night especially.”

By introducing Fagen and suburban kids like him to jazz, these DJ’s opened the door to other forms of subversive, “hip” counterculture. In the process, they cemented the idea that its adherent were outsiders — refugees from the stultifying conformity of mainstream ‘50s culture. “I was a jazz snob, wore black turtlenecks — the only problem was you become sort of a social pariah,” he told Musician. “I didn’t have many friends.” 

“I think there was a minority of kids who listened to jazz,” Fagen elaborated to Turner:

That same minority had a lot of other likes from many of the other kids — it has to do with the kind of books you read and hipster ethic, and it’s quite a complicated subject actually. I was one of those kids, and jazz, science fiction, Jack Kerouac, and all these totems of the late ‘50s were very important to me when I was growing up. It gave me a sense of identity which was in contrast with the rather bland world — at least, that’s the way I perceived it — that I grew up in.

Literature, like jazz, helped shape Fagen’s outsider identity and provided him with further proof that real life existed somewhere outside the manicured lawns of suburban New Jersey.

As Fagen’s Kerouac reference suggests, one of the first genres that attracted Fagen was “Beat” literature, whose adherents pointed the way towards the coming counterculture of the ‘60s. While Steely Dan biographers point to Fagen and Becker’s shared love of Kerouac, William S. Burroughs, Gregory Corso, Allen Ginsberg, and Lawrence Ferlinghetti, a lesser-known figure, Jean Shepherd, sparked the young Fagen’s imagination in particular by bringing the Beat sensibility to the radio.

Best known today for “A Christmas Story,” Shepherd was part of the Beat milieu. Before his honeyed voice described Ralphie’s quest for a Red Ryder BB Gun in “A Christmas Story," it narrated “Greenwich Village Sunday.” And before that, Shepherd could be heard nightly on WOR radio New York City. Thanks to a tip from Fagen’s “weird uncle Dave,” Fagen became a regular listener to Shepherd’s broadcasts in the late-’50s and early-’60s. As Fagen wrote in his quasi-autobiography, Eminent Hipsters:

He was definitely a grown-up but he was talking to me — I mean straight to me, with my twelve-year-old sensibility, as if some version of myself with twenty-five more years worth of life experience had magically crawled into the radio, sat down and loosened his tie. I was hooked…. He told you what to expect from life (loss and betrayal) and made you feel that you were not alone…. Because Shep made it clear he was just as dazed, enraged and amused as you were, that he noticed what you noticed, he established himself as one of a handful of adults you could trust. (Others were Mailer, Ginsberg, Vonnegut and Realist publisher Paul Krassner.) Night after night, Shepherd forged the inchoate thoughts and feelings of a whole generation of fans into an axiom that went something like “The language of our culture no longer describes real life and, pretty soon, something’s gonna blow.” Toward the beginning of the show, Shepherd frequently read news clippings that listeners, his “spies,” had sent in. These were mostly odd little fillers he called “straws in the wind,” indicators of the prevailing mood. Once I mailed Shep an article from our local Central Jersey paper about a guy who, after being fired for some petty infraction, got loaded and tossed a Coke bottle through every store window in the local shopping mall. A couple of nights later, I’m listening to the show and Shep does his usual bit: “So, this kid sent me a piece . . .” And he ACTUALLY READ MY CLIP ON THE AIR! Wham: I had connected. My life as an independent consciousness had begun. I remember scurrying down to the TV room and announcing this amazing event to my parents. Having always considered both Shepherd and my uncle Dave to be half-cracked, they were greatly underwhelmed.

In addition to the Beats and Shepherd, science fiction gave Fagen another lens through which to critique modern society. “I’ve always liked science fiction as a way of communicating personal experience, or making social comment or whatever, in a kind of detached, objective way,” Fagen explained in 1993.

“I was actually a member of the Science Fiction Book Club,” he told New York magazine. “That was the golden age of science fiction; all the great writers were active then…. I loved C. M. Kornbluth. I loved A. E. van Vogt. I liked the guys who were really social satirists. A lot of these guys came out of the Socialist movement of the thirties, and they had a very funny way of criticizing society. I really learned a lot from them.”

For kids of Fagen’s generation, the potential horizons suggested by both the science fiction and the scientific advances of the post-WWII era held not only promise but also peril. “One of the most disturbing things about that period was that science was so competitive and nationalistic, without any human-oriented value system behind it,” he told the Times. “If there had been some guiding philosophy, the whole rebellion in the ‘60s might never have happened.”

Nowhere was the peril easier to grasp than in the “duck and cover“ drills of Cold War schooling. “I was born into paranoia. I’m a hydrogen-bomb baby, with the air-raid drills and all of that stuff,” he mused in 2006. “I grew up with the almost certain expectation of worldwide nuclear war. So I’ve always felt I was living on borrowed time. I was taught to think that way.”

On the other side of the ledger, it didn’t take a subscription to the Science Fiction Book Club to send one’s mind dreaming about the utopian promise of technology. Americans only needed to tune into the “The Jetsons,” visit Disneyland’s “Tomorrowland,” or glance at Arthur Radebaugh’s comics to begin dreaming of space hospitals and flying cars.

Nor were such predictions the work of a few cockeyed dreamers. Futurism was serious business in the post-WWII era, found as easily in the halls of the RAND corporation and the pages of newsmagazines as in the frames of B-movies. In a sprawling 1966 essay surveying futurists about the next millennium, Time predicted:

By 2000, the machines will be producing so much that everyone in the U.S. will, in effect, be independently wealthy. With Government benefits, even nonworking families will have, by one estimate, an annual income of $30,000-$40,000 (in 1966 dollars). How to use leisure meaningfully will be a major problem, and Herman Kahn foresees a pleasure-oriented society full of “wholesome degeneracy.” 

Yet, the existing letdowns of the immediate postwar era made it clear to many that these fantasies likely were just that. As early as 1947, Fortune asked “What Happened to the Dreamworld?” that had been predicted by prewar prognosticators, concluding “suspicion grows that the wonderful postwar world is not all that it was blown up to be back in the days when our troops stormed Anzio, and that, when it finally arrives, there’ll be a lot less geewhiz and a good deal more hmmm.”

The conceptual charm of The Nightfly lies in Fagen’s ability to fuse the separate strands of his childhood influences — jazz, Beat culture, and science fiction — and, in doing so, allow the listener to look back at the “geewhiz” late-’50s and early-’60s from the vantage point of the “hmmm” 1980s. The listener knows that the “wheel in space” Fagen sings about in the album’s opening cut never came to fruition. They’re in on the melancholy joke. “I gave up when they elected Ronald Reagan president,” Fagen would say later. “I’ve never watched political news since then. I figured that if the American public elected Ronald Reagan — if they can be duped on that level — then it’s really not worth paying attention to. Like H.L. Mencken said, ‘No one ever lost any money underestimating the American public.’”

The Nightfly, then, serves up a peculiar type of nostalgia. It makes clear is that the only “geewhiz” on offer in the ‘80s is the thing that was there in the ‘50s and ‘60s, too: music. As Fagen told the Times, “Jazz offered something vital and real when teachers and other adults were mostly concerned with technology and science.”

In interview after interview, Fagen has made clear that the deep impressions jazz made on his musical tastes in adolescence didn’t lessen with age. While Marvin Gaye, Van Morrison, Laura Nyro, and Sly and the Family Stone, among others, influenced Fagen’s work with Steely Dan, he always returned to the jazz of his youth. “I basically listen to the same 40 albums that I listened to in high school…,” he told New York. “I had much better taste then. I was a kid jazz fan. I only like seven or eight of the greatest artists: Sonny Rollins, Charles Mingus, Miles Davis, Thelonious Monk.”

The centrality of the jazz of the late-’50s and early-’60s to Fagen’s life is underscored by Fagen’s decision to write the album not directly from the perspective of his childhood self — a wide-eyed jazz fanatic-in-the-making — but instead in the voice of an imagined DJ of the kind that introduced the young Fagen to jazz.

“I created a character, the ‘Nightfly,’ who’s one of those late-night jazz jocks broadcasting out of Manhattan,” Fagen told the BBC’s Dann, “and he’s sort of a compilation of a number of disc jockeys that I used to listen to when I was a kid. There was one called Symphony Sid, Mort Fega, and a few other colorful characters who would broadcast out of Manhattan.”

Despite Fagen’s invention of the Nightfly character, the album itself is still intensely personal. The fictitious DJ is simply a means to the end of conveying The Nightfly’s autobiographical themes. As Fagen wrote in The Nightfly’s liner notes, “The songs on this album represent certain fantasies that might have been entertained by a young man growing up in the remote suburbs of a northeastern city during the late fifties and early sixties, i.e., one of my general height, weight and build.”

When the New Musical Express’s Richard Cook asked Fagen in 1983 which of the “fantasies” captured by The Nightfly he’d “come closest to realizing,” Fagen pointed not to his musical career, in general, but to audio technology specifically. “I guess the recording studio, from a purely technological handle, reflects my interests from that time,” he replied. “It’s very high-tech and you have all these machines to play with. That’s how I imagined life to be. But I guess most of them just dried up.”

When it came time to record The Nightfly, Fagen turned to the triumvirate of Katz, Nichols, and Scheiner, who’d made Steely Dan’s final two albums, Aja and Gaucho, synonymous with high fidelity. Given the absence of Fagen’s longtime partner Walter Becker, the production and engineering team was more important than ever. “[Donald and Walter] were incredible together,” Scheiner told me in an interview:

But Walter provided much more sonically. Donald didn’t have the same sonic structure in his ears that Walter did. Walter would hear things, and he’d point out things, that you might not notice. You’d say, “Yeah, you right” and fix it. Not that it would be monumental — just small stuff that you didn’t hear, he would hear it…. Walter had a sonic structure in his ears that led to everything being great. Everything always sounded great with Donald, too, but you had to think more about Walter and what he would hear it and what he didn’t like…. On Nightfly…it was mostly Roger and myself. We made all the final decisions on what things were gonna sound like…. I love Roger. He was so smart. He was a genius at implementing stuff, and we always got along really well.

The first question facing Fagen and his production trio was whether the latest in “high-tech” recording should be embraced on The Nightfly. On Gaucho, the team had dipped its toes in the digital waters with Wendel, a digital drum sampler that Nichols invented to give that album’s “Hey Nineteen” the precise rhythm Fagen and Becker were searching for. However, Fagen, Becker, Katz, Nichols, and Scheiner determined that digital wasn’t yet suitable for more than sampling. So Wendel’s digital beats were laid down on analog tape. “In 1980 we were just finishing up the Steely Dan Gaucho album and decided to listen to the SoundStream recorder as a potential mix medium,” Nichols wrote in EQ magazine in 2001:

We dumped a rough mix onto the machine and then Donald Fagen did a vocal overdub on it. The sound of the vocal was to be the deciding factor in choosing the format. When we played it back there were strange high frequency artifacts that didn’t quite meet the Steely Dan level of acceptance, but it was pretty damn good. We decided, “Not for this album, but we are sure going to be looking at the digital format for the next album.”

By the time Fagen and the production team reassembled to record The Nightfly, 3M’s new $115,000 32-track Digital Audio Mastering System, which recorded 16-bit/50kHz audio on 45 ips 1-inch tape, provided an alternative to the rejected SoundStream. In order to decide whether the 3M was up to snuff, Nichols arranged a shootout between the 3M, a Studer A-80 tape machine, and musicians live in the studio. “The analog and digital machines were played back in sync while the band played along live,” Nichols wrote in EQ. “We could compare the analog machine, the digital machine, and the live band. The closest sound to the live band was the 3M digital machine. We re-aligned the Studer and gave it one more chance. The 3M was the clear winner.”

In an 2007 interview with Nichols conducted by his daughter Cimcie ¹for a documentary-in-progress, Nichols elaborated on the comparison:

It was Studio D at the Village Recorder in West L.A. We had the musicians and we had a brand new 3M 32-track digital recorder and we had a brand spanking new Studer 24-track analog machine. We recorded the takes on both machines at the same time. We had a representative from Studer there for the analog machine. We had a representative from 3M there in case anything happened to the digital machine, and all the maintenance guys were there. Everybody wanted to hear what was going on.... So when we finished the take, “Boy, that’s a good take. Let’s listen back to that.” The plan was to listen to the difference between the analog machine and the digital machine to decide how we wanted to record The Nightfly album. I added, “Wait a minute. Let’s try A-B-C [comparison].” We had the musicians stay out there and play along, the analog and digital machines were synchronized so they’d play back together so, you know, they were in the same place in the song all the time.... The musicians are playing along with it. So we could listen to the musicians in the room, the playback of the digital machine, the playback of the analog machine…. Nobody could tell the difference between the musicians playing live and the playback of the digital machine. But you could hear a big difference with the playback of the analog machine. It…seemed like too big of a difference. We’d never heard digital playback before. It seemed like too big of a difference.... So we stopped, had the Studer guys readjust the machine — and even cheat a little bit — make it just a little bit brighter on playback. And we did the whole thing [again]. They went out and recorded again, we did it to both machines, and the same thing happened. At that point we went, “Okay. That’s it. You can take the Studer machine out we’re going to do this album digitally.”

According to Scheiner, Steely Dan’s studio perfectionism and the impact of take after take on analog tape also influenced the decision to deploy digital technology on The Nightfly. “At the time we started to record Nightfly, there weren’t too many believers in digital recording,” he told EQ:

Everybody loved analog tape, but digital tape had a consistency that analog tape lacked. I remember working on “Time Out of Mind” for Steely Dan’s Gaucho. A month after we cut the tracks, we put the multitrack master tape on the machine, and when we played that tape, we could see oxide building up on the heads. I was worried that the tape was falling apart, so we mixed the song as quickly as possible. That kind of problem was not a concern with digital tape.

That didn’t mean that the 3M system didn’t pose its own problems. “The 3M machine could be cranky and produce random errors,” Scheiner continued. “You might play a tape hundreds of times and it’d be fine. Then you could play it again and hear a dropout error. I think this happened because the D/A converters needed calibration. I recall we had a tech who would be with us whenever we were working.”

As Nichols explained in his EQ column:

There were no 16-bit converters in 1981, so the 3M system used a 12-bit Burr-Brown converter and 4 bits of an 8-bit converter as gain-ranging to produce the 16-bit results. The “brick wall” analog filters on the 3M machine hand-wound coils and took up most of a circuit board. They sounded good. The biggest drawback to the 3M system was the minimal error correction. After a couple of months working on the same piece of tape, the error count started to rise above the correctable level. There were adjustments on the front of the machine to fine tune the decoding of the data recorded on tape. You could adjust each track for the least amount of correctable errors and then transfer the tape digitally to another 3M machine. You now had a clean error-free tape to work on for a couple of months.

“The machine was up on the rack a lot,” Fagen told High Fidelity magazine’s Sam Sutherland in 1983, “although towards the end we were using it with total freedom from problems. It’s a matter of getting to know the machine and not abusing it. They need a lot of maintenance. If you really take care of them, there are no problems. The problem is finding out how to take care of them…. On several occasions, I was ready to transfer to analog and give it up, but my engineering staff would keep talking me into it.”

At least initially, this effort seemed worth it for the benefits of digital, whose durability seemed to promise, in the words of Phillips’ initial CD marketing campaign, “pure, perfect sound forever.” As with all new technology, however, the 3M digital tape system ended up changing the artistic and recording process itself, sometimes in unanticipated ways. “In the early days of digital, no one was really quite sure about how to work with a digital multitrack,” Scheiner told EQ:

I was always recording instruments [in analog] with a lot of dynamic range, and one of the problems I ran into [with the 3M machine] was that, when the signal levels got really low, you could hear dither, which sounded like crackling. So I had to alter my recording technique, manually riding the faders during the tracking sessions to increase the signal levels to tape as the dynamics of the instruments came down. But that didn’t change my way of EQ’ing, and the good thing about using the 3M machine was that, on playback, it generally maintained the sound of the console on the way in.

Scheiner told me that while the 3M system “seemed okay” at first, he quickly realized that he didn’t like having to change his recording style to accommodate the machine’s dither. He also came to believe that the 3M recorder was “incredibly bright,” a sound that he attributed at least in part to the need to avoid the dither noise floor. “When you got down to 10 or below on a VU scale, you couldn’t do that,” Scheiner explained. “You couldn’t let anything come under 10. So you had to change how you record everything — the dynamics. It got a little louder. And maybe that might’ve been the reason why it was so harsh sounding to me. It’s harsh sounding to this day.”

Scheiner says he wasn’t at Nichols’s A-B-C shootout, and if it were up to him The Nightfly would’ve been recorded on the 24-track Studer. In fact, when Scheiner recorded Steely Dan’s final album, Everything Must Go, in 2003, he dissuaded Becker and Fagen from using Pro Tools by setting up his own shootout between a PT-based digital system and a Studer A827 24-track. This time, Becker and Fagen picked the Studer. Explaining the retreat from digital to Sound on Sound in 2003, Fagen quipped, “Digital sound loosens the fillings in your teeth. I had a lot of work done on my teeth since I started working with digital.”

Whatever Scheiner and Fagen’s later misgivings about digital recording — or its consequences for Fagen’s dental health — both the The Nightfly’s sound and its place in audio history would be shaped by use of the 3M Digital Audio Mastering System.

The Nightfly was recorded over 1981 and 1982 at three studios: Soundworks Digital Audio/Video and Automated Sound, both in New York City, and Village Recorders in L.A. “We did the tracks in Los Angeles and worked on them in New York,” Fagen told New Musical Express in 1983. According to Nichols, The Nightfly’s budget was over a million dollars, higher than Steely Dan’s famously costly final album, Gaucho.

“This album took about eight months to write and then altogether about eight months to record,” Fagen told Dann. “It does take a long time — we pay special attention to the technical side of things, making sure everything is recorded properly. This album was done on a digital machine which is very state-of-the-art sound and actually being quite new they break down quite a bit, and that also added to the length of time that it took to make the album.”

Beyond the digital learning curve, Soundworks’ location in the basement of Studio 54 also inadvertently added to The Nightfly’s gestation time when the stench from a dead rat trapped in a drainpipe shut down recording for a week.

Even with the digital hiccups and an expired rat beneath the floorboards, The Nigthfly’s eight-month recording process seemed positively speedy compared to Gaucho’s two-year marathon.

The tracks on The Nightfly grew out of demos produced by Fagen on a drum machine and keyboards. “I still write on the piano,” Fagen told Ben Sidran in 1988, “because…to some extent, I’m still scared of the technology kind of beating me… [and] being controlled by it. I figured if I start writing with the machines, then it’ll start to sound like everyone else’s records. So I try to get a good musical foundation on the piano first. And then I’ll go over to the machines and basically use [them] as an orchestration tool.”

According to Steely Dan biographer Brian Sweet, Fagen “deliberately held back on the lyrics, which he would be altering and amending when he was in the studio. Lyric writing was the chore where he missed Walter Becker’s input the most, but musically he had everything worked out in his head and knew exactly what he was looking for with each tune when it came time to record.”

The musicians Fagen turned to for The Nightfly included a mix of Steely Dan session veterans and newcomers. The former category included guitarists Larry Carlton, Rick Derringer, Dean Parks, and Hugh McCracken; drummers Jeff Porcaro and Ed Greene; bassists Chuck Rainey and Anthony Jackson; keyboardist Michael Omartian; horn players Michael and Randy Brecker; vocalist Valerie Simpson; and keyboardist/arranger Rob Mounsey. The latter included keyboardist Greg Phillinganes, bassists Will Lee and Marcus Miller, and percussionist/vocalist Vander “Stars” Lockett (a.k.a. Starz Vanderlocket). “I knew exactly who I wanted, stylistically, for each tune, and I’d worked with them before,” Fagen told Cook. “There are some new musicians out there who I thought were good, like Greg Phillinganes.”

The Nightfly opens with the album’s first single, “I.G.Y.,” which would reach number 26 on the Billboard Hot 100 singles charts. The song’s title refers to the International Geophysical Year, a year-and-a-half international campaign of scientific discovery stretching from July 1, 1957, to the end of 1958. Planned to coincide with the peak of the 19th solar cycle, the International Geophysical Year promised an “assault on the unknown” culminating in the launch of the first artificial satellites: the USSR’s Sputnik and the United States’ Explorer 1.

Thematically, “I.G.Y.” beckons the listener into the postwar world of The Nightfly:

Standing tough under stars and stripes

We can tell

This dream’s in sight

You’ve got to admit it

At this point in time that it’s clear

The future looks bright

On that train all graphite and glitter

Undersea by rail

Ninety minutes from New York to Paris

Well by ‘76 we’ll be A-OK

Gesturing towards the aforementioned futurism of the era, Fagen’s lyrics mix references to technology that came to fruition, like solar power (first made practicable in 1954) and spandex (invented in 1958), with ideas that remain out of reach. In addition to the reference to the elusive 90-minute train from New York to Paris, Fagen ends the final verse of “I.G.Y.” yearning for “a just machine to make big decisions, programmed by fellows with compassion and vision.”

If the verses’ fulsome optimism don’t tip listeners off to Fagen’s wry tone, the song’s saccharine chorus (“What a beautiful world this will be, What a glorious time to be free”) — which serves to underscore the distance between the glorious freedom it mentions and the realities of pre-Civil Rights Act America — should. As Creem’s Richard Walls noted, “Far from being the sing-along pap we thought we heard on the radio, this is one very sad song.”

“Certainly it was a more innocent and idealistic time,” Fagen explained to Cook. “‘I.G.Y.’ is a child’s view of the future with technology solving the world’s problems, a gleaming future. Very little of that came about, and we’ve also found out that technology creates more problems than it solves. I guess I just wanted to look back.”

Fagen elaborated on the song’s split perspective — young Fagen’s naïve optimism and adult Fagen’s hindsight cynicism — in the liner notes to the 2002 reissue of The Nightfly. “The kid, the narrator, is perhaps 14 years old,” he wrote. “It’s also the 32-year-old me, though, sitting at the keyboard in my apartment on Central Park West. In those days Big Science, American-style, was going to save the world. Several large corporations, apparently unaware of the lyrics’ irony, have tried to license this piece for use in their upbeat ad campaigns.”

Sonically, “I.G.Y.” illustrates The Nightfly’s fusion of ‘50s jazz sensibility with ‘80s technology, meeting Fagen’s goal of “mating the lyrics stylistically to the period, and the music as well.”

Scheiner’s captivating mix of “I.G.Y.” opens with Greg Phillinganes’s electric piano holding down the center of the stereo image; a swirling, chime-like synth in the left channel; and a grungy, staccato synth on the right. Cymbal flourishes, which echo from right to left, and Anthony Jackson’s lyrical bass round out the intro’s sonic picture. At the :18 mark, the song’s main 4/4 groove begins as James Gadson’s kick, snare, and hi-hat lock into a funky sync with Jackson’s bass, which is in turn complemented by Hugh McCracken’s bright electric guitar, mixed low in the left channel. Randy Brecker, Dave Tofani, Michael Brecker, Ronnie Cuber, and Dave Bargeron provide the track with its signature horn riff, while Fagen’s Prophet-5 synth line, meant to mimic a blues harp, weaves between their horns. When the verses begin, the sonic picture simplifies. The horns drop out, leaving Phillinganes’s electric piano, Jackson’s bass, and McCracken’s palm-muted guitar riff to drive the song forward melodically. On the chorus, backing vocals from Valerie Simpson, Zack Sanders, Frank Floyd, and Gordon Grody enter to support Fagen before the horns and Prophet-5 return.

All in all, it’s an intricate mix that’s difficult to summarize, pointing to Fagen and his engineering team’s clever use of the arranging and degradation-free overdubbing possibilities opened by digital.

For example, while Gadson provided the majority of the kit, Porcaro added a few tom fills, and Nichols’s improved 16-bit version of Wendel contributed unspecified overdubs.  The legendary Gadson — known for his work with Charles Wright, Bill Withers, and Marvin Gaye, among others — told me about the unconventional session for “I.G.Y.” “They called me for two weeks of sessions, then they decided to use Jeff Porcaro,” Gadson remembered:

So I think the union made them give one session. I thought they were just going to pay me off. So I came in [to the studio], and they got a drum sound in about five minutes…. I was there for a little over an hour. I played on about three or four songs. And I think they kept “I.G.Y.” and “Ruby Baby”…. They told me, “Don’t crash the cymbals too hard, and don’t play no toms at all, because this is not a tom session.” By the time I got home, Jeff Porcaro — a good friend of mine and a wonderful brother — called me to ask to use my toms. I said, “Yeah, no problem.”

Gadson was alone in the studio playing with a click track, a recording workflow indicative of Fagen’s decision to build the tracks up piece-by-piece based around his sparse demos. “What it was [was that] Donald had song, and we’d listen the song that he demoed,” Scheiner told me. “Then they’d have someone like James Gadson come in, and he’d play along with a piano track. We get his drums, and then Roger would sample his drums and put them in into Wendel, and they’d work out the drum part from that.”

“With ‘I.G.Y.’ we started out with a rhythm machine to get the feel,” Fagen explained later. “Then used a sequenced synth for the backbeats. Then I put down a bassline for reference using the piano. Then Greg Phillinganes came in to put the basic thing down with the Rhodes. At that point, we had the basic track.”

Jackson — known for his prodigious session work, including providing the signature bassline to The O’Jay’s “For the Love of Money” — reminisced about recording his bass parts for “I.G.Y.” in a 1990 Bass Player magazine interview:

Fagen, in particular, is a stickler for detail, but no more so than I am. So the only important issue is whether my detailing as interpreter coincides with his as composer. Once a stylistic approach to a song has been decided — such approaches, of course, having been determined almost entirely by Fagen — the actual recording of the performance begins, and this is where the legend of cruelty to musicians originates. It’s true that Becker, Fagen, and [Paul] Simon split more hairs than most and never hype players — no high-fives, no reverential cursing. You’ve played well? Good; next song. Or, more likely, not good? Do it again. Still not good? Again. Still not good? Go home…. This kind of ferocious performance-disciplining, far from intimidating me, sends adrenaline pouring into my bloodstream. Split hairs, will you? Split this!

Becker and Fagen made neurosis and obsession rewarding and uplifting. Endless hours were spent analyzing and refining the smallest performance details without noticeably improving the music. But I must say that the two tracks I did for Steely Dan’s Gaucho — “Glamour Profession” and “My Rival” — and the two on The Nightfly — “I.G.Y.” and “Ruby Baby” — did improve my ability to constructively analyze a performance…[and] helped put steel in my spine.

While Fagen’s process on The Nightfly was unconventional, the results are undeniable. The combination of Gadson’s inimitable pocket — even when filtered through Wendel — and Jackson’s sinuous bassline gave “I.G.Y.” with a groove and swing that would send it rising up the charts.

Liberal application of synthesizers on “I.G.Y.” (and elsewhere on The Nightfly) provided the biggest sonic shift from Fagen’s Steely Dan days. While Fagen and Becker had deployed synthesizers on later Dan records, the duo also had a famously fraught relationship with devices, as illustrated by their (in)famous decision to set a frustrating ARP machine on fire and throw it off of ABC Studios’ balcony. But by The Nightfly, Fagen had made peace with more recent models. “From an instrument point of view, I find that the technical developments in keyboards since the ‘70s are not worth talking about,” Fagen told Sound on Sound in 2006. “I experimented with all sorts of synthesizers at the time. I recall that my first synthesizer was an ARP Odyssey, which I used on the early Steely Dan records. Somebody gave me a Synergy and that had some interesting sounds that I used on The Nightfly.”

As the album’s first single and opening track, “I.G.Y.” became The Nightfly’s sonic calling card, earning fulsome praise from reviewers and hi-fi fanatics.

In his review of The Nightfly, High Fidelity’s Sutherland gushed about sonics of “I.G.Y.” “The opening track alone inventories many of the subtle improvements [of compact disc] with its swarms of keyboard notes, shimmering cymbals, and effortless, deep bass,” he wrote. “Likewise, ‘I.G.Y.’’s backing vocals remain silken while gaining bite, and Fagen’s synthesized harmonica is clean and piercing, its counterpoint to the lyrics’ starry-eyed optimism all the more mocking.”

Writing in 2011 on the ubiquity of The Nightfly’s in the collections of both studio professionals and audiophiles, Pro Sound News’ Clive Young dubbed “I.G.Y.,” “the ‘Freebird’ of pro audio”:

[V]isit a line check at a major concert venue or a speaker demo at AES or InfoComm, and those familiar strains will turn up sooner or later. It’s a well-recorded song, to be sure, which is why it’s always used to illustrate a system’s “tight low end” or “crystal-clear mids” or, to be honest, any other detail they want to point out. However, the sheer pervasiveness of “I.G.Y.” within the pro audio community as the track that you use to tune or show off your PA is remarkable.

I asked Scheiner if he thought the revealing harshness that he attributed to the 3M system might account for the popularity of The Nightfly, in general, and “I.G.Y.,” in particular, in auditioning systems. “It could be,” he said. “I really don’t know what front of house guys listen for when they’re listening to monitors.” But Scheiner also emphasized that the quality of the music, rather than sonics, play a key role in The Nightfly’s enduring appeal among audiophiles. “I came into a Billy Joel concert, and his front of house guy was putting Nightfly through the speakers,” Scheiner remembered. “I go up to him, and I said, ‘What are you doing that for?’ He said, ‘It’s my favorite album.’ I remember at the time I liked the album because I love the songs. I thought the songs were just amazing, but I didn’t like the sound of the record.”

While The Nightfly’s second track, “Green Flower Street,” wasn’t destined to become as canonical as “I.G.Y.,” it continues the latter’s trend of superb rhythm section pairings. This time, it’s Porcaro on drums and Chuck Rainey on bass. It’s the latter’s propulsive bass riff — placed high in the mix — that drives “Green Flower Street” forward.

Known for his work with Aretha Franklin, King Curtis, and Quincy Jones, among others, Rainey had played on every Steely Dan album since 1974’s Pretzel Logic. But whether owing to Becker’s absence as a musical go-between or Fagen’s brick-by-brick track construction process, Rainey’s experience on The Nightfly was a frustrating one. “This was probably the one ‘trying time’ that I had with Donald and Gary…,” Rainey said in a 2004 interview:

Upon arriving in L.A., Gary asked me to be on standby while they worked some things out and that they would call me to come over and overdub to some tracks that they were preparing for me. So the first day, I spent in my suite at the hotel in Brentwood waiting for the call…. The following day, I went over to the studio just to be around and check out what was going on. They had no tracks of music value, no demos, and no melodies. Instead they had laid down a drum machine track to a song, and Rick Deringer was there laying down a guitar track.

I left after a while, going back to my hotel suite to sit through a 5.2 earthquake and scratch my head over being there. Later that evening they called me over to the studio, and I sat through what I felt to be the dumbest music situation ever. Donald was trying to write out a simple…figure for me to play, and I was insulted…. Donald Fagen had no professional experience in writing out anything musical. He did not have that skill. If he, Walter, or Gary had an idea they would just hum it…. After I finally figured out what he was trying to write, I showed him how easy it was to write it and asked him why didn’t he just hum it like he always had in the past. I also told him he was wasting his time and mine. It was probably the first time I ever confronted him in that way, and he probably didn’t like it…. Anyway, we got through laying down two tracks, and I went back to my hotel and called Gary and complained.

However fraught its creation, Rainey’s bassline on “Green Flower Street” is superlative. It’s surrounded by a bevy of palm-muted guitars in the left and right channels provided by Derringer, Dean Parks, and Larry Carlton. Phillinganes’s choppy clavinet and swirling electric piano hold the track together in the center of the soundstage, while Mounsey and Fagen’s synths dart in and out of the mix. As the track picks up steam, Porcaro’s rock solid hi-hat and snare are complemented by a shaker from Vanderlocket in the right channel. Around the 2:15 mark, what sounds like a fuzzed slide guitar mirrored by a synth takes over, providing a foundation for a slinky, clean lead from Carlton. Completing the sonic picture, Fagen is joined by Simpson, Sanders, Floyd, and engineer Daniel Lazerus on the final words of each chorus and selected other lines.

Lyrically, “Green Flower Street” seems to describe an illicit relationship set against gang warfare. According to Fagen, “Green Flower Street is a real street in Peking that has been transposed to a spectral Chinatown in an American city. This erotic teen dream is really just a blues with added sections à la Ellington. I was definitely influenced by an old film I saw on TV about the Tong Wars called ‘The Hatchet Man.’” Superficially, a song inspired by a 1932 movie about gang wars that had mostly ended by the 1920s doesn’t quite fit The Nightfly’s postwar adolescence theme. But it’s not hard to picture Fagen’s teen narrator catching “The Hatchet Man” on one of the many local networks that made pre-1948 films their bread-and-butter, then drifting off into a Loretta Young-inspired noir romantic fantasy. 

The third track on The Nightfly is Fagen’s idiosyncratic cover of Lieber and Stoller’s “Ruby Baby.” Beyond its genesis in the era depicted on The Nightfly, the obsessive unrequited love expressed in the lyrics (“I’ve got a girl and Ruby is her name / She don’t love me, but I love her just the same / Ruby Ruby how I want you / Like a ghost I’m gonna haunt you”) comported with Fagen’s sense of The Nightfly guileless naïf narrator. “I thought that the lyrics to ‘Ruby’ especially had a certain naivete or innocence,” Fagen explained to Dann, “which fit in with the teenager’s or child’s viewpoint that I was trying to present on the record.”

Given that Steely Dan weren’t exactly known for their love songs, it’s perhaps no surprise that Fagen reached into the Brill Building cannon to convey that emotion. “I was more concerned with first love,” he told Sutherland, “which is part of growing up. There are some extremely idealized versions of high school romance here.”

While Dion’s chugging, almost sneering 1962 rendition made the track into a Hot 100 hit, Fagen knew the tune from The Drifter’s swinging ‘56 version. “[It] was kind of a spinoff of the Drifters’ version,” Fagen explained, “and I took that as a jumping off point to do a big rhythm and blues party arrangement…. [I also] listen[ed] to quite a few things from the ‘50s just to get a general atmosphere of the times in addition to what I could remember about the period.”

Sonically, however, Fagen’s take on “Ruby Baby” shares little in common with either The Drifters’ or Dion’s version. Like John Waters’s “Hairspray,” Fagen’s “Ruby Baby” is an off-kilter ‘50s vision filtered through ‘80s cynicism.

The track opens with Jackson’s bass and Omartian’s piano throbbing together over Porcaro and Gadson’s rock steady beat. This intro provides some of the most enthralling sounds on an album filled with them. Scheiner mixed Omartian’s piano hard left with what sounds like a short-duration reverb or slap echo that shoots across the stereo field to the right with each note. Jackson’s bass, which doubles the piano’s low note, is mixed dead center. The two rub against each other in interesting ways, accentuating the left-to-right sweep of the piano’s echo. Meanwhile, Gadson’s snare is mixed deep in the center, but there’s enough space around it that it’s possible to hear the trail of each thwack. Finally, Gadson’s hi-hat, which also sounds like it has a touch of short reverb on it, is mixed close in the far-left.

Before the intro is complete, “Ruby Baby” immediately takes a left turn. Fagen’s discordant organ and synth, spread across the stereo field, enter. “I threw in a lot of other jazz chords…,” Fagen told Dann. “But it has a lot of dissonance — it’s pretty strange, in a way.”

Next come the Breckers’ horns, Carlton’s vamping guitar, and a Donna Summer-worthy erotic moan buried deep in the left channel that could’ve been supplied by either Simpson or Fagen.

By the time the lead vocals begin a half-minute in, the track has taken on a more conventional tone — only to revisit the intro’s arrangement at the halfway mark.

When it came to achieving the desired effect on Omartian’s piano part, Fagen’s notorious perfectionism came into play. Famed bassist Abraham Laboriel — known for giving Dolly Parton’s “9 to 5” its distinctive chugging low end — remembers the scene that unfolded when he came to record his part for “New Frontier”:

We arrive, I plug in, and they say, “Abraham, give us a few seconds — we’re working on something.” On this one song [“Ruby Baby”], they had Michael Omartian, Victor Feldman, David Foster, and David Paich. And Donald is saying to the engineer, “Let me hear David Paich’s right hand with Victor Feldman’s left hand. Okay, now let me hear Michael Omartian’s left hand and David Page’s right hand,” and they are doing all these juxtapositions. I tell myself that I just might be there all day.

As Sweet explains in his Dan biography:

Fagen wanted isolation between the right and left-hand parts. It seemed he wasn’t satisfied with the placement of the chords in the right hand coming down at the same time as the left. He wanted the left hand to be more laid-back than the right, so he asked Omartian to play the left hand as if he was playing with his right as well, which was virtually physically impossible, since any pianist has to play off his other hand.

“I tell you there’s no piano player on the face of the earth that could accommodate that,” Omartian told Fagen. Eventually they achieved the effect Fagen was seeking by seating Omartian and Greg Phillinganes at the piano together, with Omartian playing the low part and Phillinganes playing the high part.

The highlight of the track is Phillinganes’s tasty piano solo at the 1:50 mark. The track ran into trouble, however, when Fagen’s synth was added over Phillinganes’s piano. The two were slightly out of tune, and the tuning steps on the synth were too large to perfectly align with the piano. Determined to keep Phillinganes’s solo, Fagen and his engineering team brought in a Hewlett-Packard machine that would allow them to change the clock frequencies on the synth, thereby creating more turning increments and saving Phillinganes’s solo.

As overdub engineer Daniel Lazerus explained in a 1992 interview with Steely Dan fanzine Metal Leg:

Donald loved Greg’s solo so much that we re-recorded “Ruby Baby” and then tore it down then re-recorded it…all to try and make the tuning of all the other instruments fit the out-of-tune piano solo. Donald spent a lot of time and his own financial investment to make that track work around the solo because he loved it that much. He actually tried to tune the whole track to the out-of-tune solo.

“Ruby Baby” finishes with a two-minute party scene fadeout, complete with handclaps, shouts, and superb playing from Carlton and Jackson. (Thanks to Fagen’s embellishments, The Nightfly’s variation on “Ruby Baby” clocks in at a full three minutes longer than Dion or The Drifter’s two-and-a-half minute renditions.)

In order to provide the requisite party atmosphere, Fagen and the engineering team discussed dropping a microphone into Studio 54 next door. However, they scrapped that idea and ended up bringing the fun into the studio instead. “We actually threw a party in Automated Sound and recorded it,” Lazerus recounted:

So it’s the first digitally-recorded party in history, I’m sure. We set up a bar and invited everyone who was involved with the album, girlfriends and everything and played “Ruby Baby” over the monitors in the studio. We had mikes in the room and played it kind of low. Donald was standing on top of a chair at one point clapping. That was pretty energetic for Donald. And we multitracked and did a couple of different takes. It was a great night.

“Ruby Baby” slides almost seamlessly into the mellow “Maxine.” “Maxine” opens with Omartian’s languorous piano, which gives way to Fagen’s keyboard and a relaxed groove provided by Green — who’d previously supplied drums on Aja’s “I Got the News” — and the peerless Miller, then best known for his work with Miles Davis, Luther Vandross, and Grover Washington, Jr.

In contrast to the fraught session experienced by Rainey, Miller remembers a smooth session. “Now in the 80’s, early 80’s, Steely Dan had a huge reputation,” Miller recalled in a 2015 interview:

In the late ‘70s they had already had an album called Aja which was beautiful album, like a standard-setting album; some incredible musicianship. So in the early ‘80s, Donald made his own album. I got a call from him, saying, “I need you to come down and play some bass on some tracks I have.” Now I think I was 22 at the time. I had heard a lot about these Steely Dan cats. I had heard they put musicians through it; making them play songs 20, 30 times to get exactly what they want. People were warning me, “Just be ready to spend a lot of time in the studio.”

I came in and Donald played me the song called “Maxine.” He said, “Here’s the music.” I looked at the music and I played the song down one time. He said, “Okay, that’s great man. Can you do one more?” I said, “No problem.” I’m ready for the whole journey to begin, the journey of takes. I played it the second time. He said, “Great man. Let’s move on to the next song.”

I said, “That’s it?” He said, “No, that sounds great.” What that means is either he doesn’t like it at all or it works. When I heard the album, I played on maybe four or five tracks. He actually kept all the tracks, so I was very surprised, very pleased because it’s another standard-setting album in my opinion.

With Fagen’s multitracked voice spread across the soundstage, “Maxine” is one of The Nightfly’s vocal highlights. In interviews, Fagen referred to “Maxine” as Four Freshman-inspired “typical four and five-part harmony of the period.”

“Maxine” also features understated lead runs from Carlton in the left channel, Fagen’s keyboard flourishes in the right, and a bed of mellow horns from the Brecker brothers, Dave Tofani, Ronnie Cuber, and Dave Bargeron — all punctuated by Michael Brecker’s doleful solo on the bridge.

The lyrics to “Maxine” and Fagen’s comments about the track suggest that it’s one of the most explicitly autobiographical songs on the album. In the liner notes to The Nightfly reissue, Fagen calls “Maxine” a “yearning pastoral is set in Kendall Park, N.J. [where] my upwardly mobile father moved us to this barely completed housing development in 1960.” As Fagen explained to Dann, “It’s basically one of those lyrics about first love during teenage years.”

Presumably, Maxine is a girlfriend in the city separated from Fagen thanks to his family’s move to the suburbs. In the final verse, Fagen fantasizes:

We’ll move up to Manhattan

And fill the place with friends

Drive to the coast and drive right back again

One day we’ll wake up, make love but ‘til then

Try to hang on Maxine

The sixth track on The Nightfly, “New Frontier,” transposes this same hormonal teen longing onto the quintessential Cold War site of the bomb shelter. “It’s actually based on a true story that I heard about some kids,” Fagen told Ben Sidran:

Their parents go away for the weekend, and they use the fallout shelter to have a party. It was a perfect party room, had plenty of stale Twinkies, and so on and all the food that you might need and a lot of beer. I like the idea of a fallout shelter used for something connected with life rather than something connected with destruction. Of course, the fallout shelters probably would have been useless in the case of oblivion anyway, so at least we could have a party.

Tongue planted firmly in cheek, Fagen ladles late-’50s, early-’60s teen slang into “New Frontier,” which opens:

Yes we’re gonna have a wingding

A summer smoker underground

It’s just a dugout that my dad built

In case the reds decide to push the button down

We’ve got provisions and lots of beer

The key word is survival on the New Frontier

In evoking John F. Kennedy’s “New Frontier,” Fagen “turns JFK’s famous phrase into a metaphor for the mysteries of sex and adulthood,” as the Wall Street Journal’s Robert Toth observed. The narrator spends the track wooing a blonde with “a touch of Tuesday Weld” and a fondness for Dave Brubeck by bragging, “Well I can’t wait ‘til I move to the city / ‘Til I finally make up my mind / To learn design and study overseas.”

The Kennedy reference also explicitly links the personal with the political. As Creem’s Walls aptly noted, the song “derives a great deal of poignancy from the fact that we know what’s going to happen — assassinations, Vietnam, Watergate, Reagan — and how the youthful idealism will curdle and sour into cynicism and apathy and worse.”

Musically, “New Frontier” opens with Laboriel’s ascending bass riff, which is also mirrored on synth either by Fagen or Omartian (depending on which credits you believe). The intro concludes with Hugh McCracken’s wailing harmonica, which weaves in and out of Scheiner’s mix throughout the rest of the track. Vanderlocket’s percussion — shaker in the left channel, cowbell in the right — drives the track forward, while Omartian’s ringing four-note piano riff plays against Larry Carlton’s liquid electric fills and Laboriel’s acrobatic bass.

Like many other contributors to The Nightfly, Laboriel remembered a somewhat stressful session in a 2019 interview with Bass Magazine:

Jeff Porcaro, who recommended me to Donald Fagen, picked me up and drove me to the studio for the ‘New Frontier’ session…. Eventually, they play the song for me, and I start playing. They ask if I can come up with anything else. I do something different, and they say, “Yes! Let’s do that for the whole song.” When I finish, they tell me it sounds monotonous. I could not believe it [laughs]. So, pretty soon I played [what would become the final part], and they said, “Let’s record that!” We did it in three and a half hours. Jeff told me he had never seen them do anything that fast.

At the three-minute mark, Carlton begins one of his greatest Dan-related solos, which twists and turns throughout the rest of the song’s six-plus minutes. Fagen told Dann that Carlton and other soloists on The Nightfly were given free rein to create. “The basic rhythm tracks are prearranged, in other words they’re charted and they read the dots and the little lines,” he explained, “but if there’s a solo I basically give the musicians a free hand and they just improvise.”

Next up is The Nightfly’s title track, which Fagen has called “a portrait of a late-night radio personality of the sort I used to listen to in my adolescence.” It opens:

I’m Lester the Nightfly

Hello Baton Rouge

Won’t you turn your radio down

Respect the seven-second delay we use

While in ‘80s interviews, Fagen mentioned the aforementioned Shepherd, Fega, and Symphony Sid as the inspirations for Lester, more recently he’s named Long John Nebel. The final line of the opening verse is an overt nod to Nebel, who is credited with pioneering the use of a tape delay to catch vulgar or potentially libelous outbursts by his far-out guests or callers before they made it to air.

Nebel’s “Party Line” show on New York’s WOR-AM “was perhaps best known for the time that it devoted to U.F.O.s and to people who claimed to have met, and sometimes travelled with, beings in flying saucers, along with the supposed coverup of their existence,” as the New Yorker’s Jeffrey Frank put it.

The second verse of “The Nightfly” alludes to the tenor of a typical Nebel broadcast: ²

So you say there’s a race

Of men in the trees

You’re for tough legislation

Thanks for calling

I wait all night for calls like these

The track’s verses are punctuated by a chorus (“An independent station / WJAZ / With jazz and conversation / From the foot of Mt. Belzoni”) that uses smooth backup vocals from Valerie Simpson, Zack Sanders, and Frank Floyd to evoke call-letter jingles of the era.

By the third verse, Lester begins to crack:

I’ve got plenty of java

And Chesterfield Kings

But I feel like crying

I wish I had a heart of ice

A heart like ice

Like his adolescent counterpart in “Maxine,” Lester’s cool façade masks a lovelorn heart. After a halfhearted commercial for “Patton’s Kiss and Tell,” he confesses:

You’d never believe it

But once there was a time

When love was in my life

I sometimes wonder

What happened to that flame

The answer’s still the same

It was you, it was you

Tonight you’re still on my mind

It’s a moment of shared humanity between the suburban teen Fagen listening and his all-too-human radio hero, and it punctures the former’s childlike assumption that escaping to the city and achieving some degree of hip fame would solve the eternal riddles of romance and longing dealt with in the preceding tracks.

As Fagen explained to Dann, “All these disc jockeys were on late at night and there was a whole atmosphere about them which I considered very romantic, and after a while I developed a very romantic image of what these disc jockeys were like — the studios they were broadcasting out of and it all basically went along with the kind of music they played.”

“The Nightfly” is one of the lushest productions on album. Fagen’s clean acoustic piano, which anchors the song melodically, is joined by Omartian’s electric piano, synths by Fagen and Mounsey, and guitar from McCracken, Derringer, and Carlton. At any moment, those instruments might mirror Fagen’s piano, play against it, or drop out entirely.

The result is a dense-yet-spacious mix by Scheiner that keeps the ear captivated throughout the nearly six-minute track. When the track reaches the “You’d never believe it” line, for example, everything drops away besides Fagen’s piano, Porcaro’s tight drums, and Miller’s burbling bass — an arrangement that serves to underscore the confessional nature of the verse.

The second-to-last track on The Nightfly is “The Goodbye Look,” a tale of imagined Cold War intrigue set in the Caribbean. As Fagen explained in the liner notes to the reissue of The Nightfly, “These days paranoia is often justified and therefore oppressive, but in the ‘60s it could be kind of exciting. I wrote ‘The Goodbye Look’ after a trip to Haiti in the late ‘70s. A bit of the atmosphere from Graham Greene’s Haiti novel, The Comedians, got in there too. That’s Greg Phillinganes playing the pseudo-marimba on a Synergy keyboard, an early digital instrument. Swell guitar playing by Larry Carlton and Dean Parks.”

Scheiner told me that one of his favorite memories from tracking The Nightfly is recording Jeff Porcaro’s drums for “The Goodbye Look”:

We did that live, and he was phenomenal. It might be because we did it live and everything else was programmed, [but] that that’s the one cut on the record that I think sounds really good…. You know, it has that emphasis that was going down. There were other musicians in the room…. We did that at Village Recorders in L.A. I just remember we all liked the track, and Jeff…was happy hearing the drums and what they sounded like and what he played. It was a kind of joyful experience.

Porcaro’s hi-hat opens the track in the left channel with Vanderlockett’s congas in the left channel. Phillinganes’s “pseudo-marimba” keyboard in the center is soon joined by Parks’s electric guitar on the right and Steve Khan’s acoustic guitar — the only one on the record — on the left. As the track evolves, the two guitars sometimes mirror each other, Phillinganes’s keyboard, or go off on their own. But it’s Porcaro’s galloping rhythm and Miller’s lyrical bass that keep the track moving forward. In the last minute, Carlton rips off another understated solo as Vanderlockett’s sleigh bells enter and the track devolves into a showcase for Phillinganes’s keyboard and Miller’s bass.

The final track on the album, “Walk Between the Raindrops,” sounds as though it might be another ‘50s standard, like “Ruby Baby,” polished up by Fagen. However, it’s a Fagen original.

In addition to serving as the album’s closing cut, “Walk” was the last song recorded for The Nightfly, and it fell to Lazerus to capture the basic tracks. While Lazerus did an admirable job matching the sonics of the rest of the album, “Walk” does have a slightly different sound. “That was for two reasons,” he noted:

One is that Elliot did all the other tracks, and he is one of the best tracking and mixing engineers that exists, and at this point he had been doing it for something like fifteen years. The other reason was that I was a very young and a very new engineer. All the other tracks were recorded at the Village Recorder in L.A., and the room there sounds much different than Soundworks in New York. So it’s actually the sound of that room. Soundworks wasn’t the most opulent place for me to think of recording live drums; it had a very low ceiling and was kind of a boxy studio. It’s a good studio, don’t get me wrong, great for overdubbing, but I would’ve preferred a “liver” room with maybe higher ceilings. So it’s a little bit of a tighter drum kit sound on the rest of the album.

Fagen has describe “Walk” as “the almost-sort-of-hopeful wrap-up tune, [which] was written for an old girlfriend from Miami. The title is taken from a Jewish folktale in which a powerful magusrebbi manages to get from his home to the temple during a thunderstorm without getting wet.”

The jaunty track is driven forward by Will Lee’s walking bassline, which is doubled on synth by Phillinganes. Lee — known for providing the bassline to James Brown’s “Get Up Offa That Thing,” among other classics — recounted the recording process to No Treble in 2013:

The thing that I’ve always tried to do is emulate that upright bass sound that I grew up hearing in my [jazz] household by doing something with the electric bass that could almost get the feel going. I kind of uber-muted for that track. In the case of that track, the drum part was so precise that it was easy to get a good feel with it. This was an overdub situation, so I was the only person in the studio at the time for it.

The most distinctive part of “Walk” is Fagen’s Hammond B3 organ. “The organ at the studio where we were working was very funky sounding, which is unusual,” he told Sutherland. “I think it was broken, which is probably why it sounds so good.”

Tying a bow on The Nightfly’s period-specific feel, Fagen’s B3 solo is precipitated by an exclamation of “Oh, Miami!” delivered by Fagen, Katz, and Lazerus designed to mimic the “Oh, rock!” breaks of early rock ‘n’ roll records.

When recording was completed, Scheiner mixed The Nightfly from the 32-track 3M machine to a 4-track 3M. Shockingly, given that Scheiner’s compelling and dynamic mix is one of the things that made The Nightfly such an audiophile favorite, it was completed relatively quickly. “Nightfly was completely mixed in about ten days, as compared to Gaucho, which took around three months to mix,” Scheiner told EQ in 1999.

“At that point, we were using computers,” Scheiner elaborated to me. “We used the NECAM [Neve Computer-Assisted Mixing] computer. It was pretty easy. Everything was identical. You’d put in the drums the way you wanted it, put the fills where you wanted it, and every time you played back, it was identical.”

Scheiner did run into one issue with the 3M machine, however. It would sometimes produce random clicks. To minimize the odds or ruined mixing passes, Scheiner routinely muted tracks that weren’t playing.

“I used Visonik 802 monitors for mixing,” Scheiner continued to EQ. “Gary and Donald would listen to the mixes through Visonik David 9000s. I think it was a very good record and, the last time I listened to it, I was happy with the results. I’m amazed that live engineers use it as a reference — so it must still sound good!”

The Nightfly was released on October 1, 1982. Despite its digital gestation, The Nightfly’s initial formats were vinyl and cassette. (According to High Fidelity’s Sutherland, “The Nightfly was slated to be among the first CD releases from Warner Bros., only to be pulled from the schedule when it was discovered the label had mistakenly shipped an analog copy for digital CD mastering.” More on that later.) Instead, the first CDs of The Nightfly hit stores in 1983. Interestingly, The Nightfly was released in another digital format that year, too: Mobile Fidelity Sound Lab’s short-lived (and extremely rare) digital VHS and Betamax tapes.³

Fagen’s attention to detail extended to The Nightfly’s cover, which depicted the usually photo-averse Fagen as Lester “The Nightfly.” (“It was an autobiographical album so it seemed like I might as well go public with it,” Fagen explained.) In the image, Fagen speaks into an RCA Type 77-DX microphone. A similarly period-accurate record player with an Para-Flux A-16 tone arm sits in front of Fagen, along with the barely discernable cover of 1958’s Sonny Rollins and the Contemporary Leaders and a pack of the Chesterfield King cigarettes referenced in the album’s title track. Behind him, a large clock reads 4:09. Advertisements for The Nightfly read: “It’s 4:09 a.m., silence and darkness have taken hold of the city. The only sound is the voice of The Nightfly.” The rear of the album’s jacket depicted suburban tract homes of Fagen’s youth.

While The Nightfly’s sales were more of a steady stream than the deluge that had greeted Steely Dan’s final two releases, Aja and Gaucho, it peaked at number eleven on the Billboard 200 charts in late-November, buoyed by the digital groove of “I.G.Y.”

Critics, meanwhile, almost universally sang The Nightfly’s praises.

The Village Voice’s eternal curmudgeon Robert Christgau gave The Nightfly an “A” and made it his “Pick Hit” for November ‘82, writing:

Apparently, what Walter Becker brought to Steely Dan was an obscurantism that lost its relevance after the post-hippie era. With words that always mean everything they want to say and aural pleasures that signify, these songs are among Fagen’s finest, and if their circa-1960 vantage returns us to the student memories of Countdown to Ecstasy and Pretzel Logic, their tenderness is never nostalgic and their satire never sophomoric. Fagen’s acutely shaded lyrics puts the jazziest music he’s ever committed to vinyl into a context that like everything here is loving but very clear-eyed, leaving no doubt that this is a man who knows the limits of cool swing and doesn’t believe the world was a decisively better place before John Kennedy died.

Rolling Stone’s David Fricke awarded The Nightfly four stars out of five, concluding: “[W]ith his glib words and liquid tunes, Donald Fagen conjures a world where all things are possible, even to a kid locked in his bedroom.”

Billboard gushed:

The late great Steely Dan survives in both style and substance through this stunning debut for its keyboard player and chief vocalist. Fagen brings more than those musical signatures to bear on this lose concept set, however, using at typically blue-chip crew of crack players and crisp digital production to highlight songs steeped in the same mix of pop, blues and jazz perfected on Aja and Gaucho.

In a joint review of The Nightfly and Joni Mitchell’s Wild Things Run Fast, the Washington Post’s Geoffrey Himes compared The Nightfly favorably to Gaucho, commenting:

The last Steely Dan album, the 1980 Gaucho, seemed too clever for its own good. The ornamental arrangements and elliptical lyrics by Fagen and partner Walter Becker completely obscured the emotional point of the songs. On his solo album, Fagen has given the lyrics more specific situations and has sharpened his melodies into hooks…. The Nightfly sounds so much like vintage Steely Dan that one has to wonder just what the absent Walter Becker contributed to the old records.

NME’s Charles Shaar Murray was less generous, declaring that The Nightfly “doesn’t so much dilute the arctic smart-assery of the Dan as warm it up, loosen it up and present it in a new context: as the chosen style of a naïve, half-smart young man with fantasies of sophistication” before concluding that The Nightfly was “a mandatory purchase for all old farts with a few Steely Dan albums stashed away at the back of the pile…. Anyone who responds to genuine wit and craftsmanship and who is interested in a non-rocking look at the Kennedy era could do worse than investigate.”

In contrast, Creem’s Richard Walls praised The Nightfly’s sound and storyline, which he considered pointed but depressing:

Despite whatever initial impressions you might get from hearing it on the radio, this is not the new Steely Dan album minus an apparently expendable Walter Becker — nope, this one is different. For one thing, it is, you should pardon the expression, a concept album, and not just in the overheated mind of some Rolling Stone critic, since Fagen himself tips his hand in a brief liner note.... [T]hose famous “tasty” fusion arrangements have been tampered with here... [and] the lyrics, though sung in Fagen’s familiar mushy-mouthed but effective style, are different too, private jokes and fragmented imagery having been largely replaced by plain spoken irony…. Fagen’s lightly swinging surfaces and evocations of New Frontier optimism are so engaging that if you listen casually you won’t even have to bother with the message.

Despite the somewhat dismissive references to Becker in the positive reviews of The Nightfly, Fagen himself was under no illusion that he could carry the mantle of Steely Dan on his own, even if The Nigthfly’s sound was impossible to disentangle from the Dan’s. “Walter and I developed the sound together over the years,” he told Turner. “I think I learned a lot from him and vice versa. I don’t think there would be any way to separate how much of the style came from either of us at this point. Also, the album has many of the same musicians and my voice so obviously there’s not that much difference until you start looking at some of the details. Basically, it’s the same sound.”

The Nightfly seemed to represent a vindication of Steely Dan’s sonic vision following Gaucho, which had been unjustly criticized by both its creators and critics. For example, NME’s Richard Cook, who referred to Gaucho as “a bloodless computation of Can’t Buy A Thrill,” wrote that “The Nightfly represents the complete rehabilitation of Fagen.”

However, rather than marking the beginning of Fagen’s solo assumption of the Steely Dan mantle, The Nightfly marked the end of an era. Besides occasional production work or soundtrack contributions, both Becker and Fagen would be silent throughout the ‘80s.

“When I finished mixing The Nightfly record, I had kind of a nervous breakdown,” Fagen told Leo Sidran:

Because when I was writing with Walter, it was a kind of a distance I could keep, and I was playing roles in a way. But The Nightfly was, like, personal. It was like, you know, stuff that I was actually emotionally involved with as a kid and all that. And although it was just a complete surprise to me, when I was finished with that, I didn’t want it to come out. It was like, “I’ve made a terrible mistake. You know, I think it came out good. But I don’t want anyone to actually hear it.” You know? And I had like a nervous breakdown really. I started going to a shrink….

I just fell apart, and it took me like 10 years to get myself together…. It was also one of these things where, you know, being brought up in the conservative, conformists ‘50s I, like my father, I was kind of emotionally stunted…. When I felt like I was exposing myself, I just lost it. And also, you know, I think I had been…running on this kind of youthful energy. I didn’t have the usual development into an adult, because I was also spoiled by the rock and roll business in that regard…. When you go to shrink, you have to go through all this, like emotional stuff and get at get all that stuff out, you know, that you’ve been ignoring all your life.

If Aja and Gaucho represented the full realization of the hip, jazz-inflected rock that Becker and Fagen had been working towards since they disbanded the original Steely Dan band and ceased touring, then The Nightfly was either the apotheosis or the last gasp of that sound, depending one’s perspective. “I had come to the end of whatever kind of energy was behind the writing I had been doing in the ‘70s,” he told the Los Angeles Times in 1991, “and The Nightfly sort of summed it up for me in a way.”

“I really put everything I knew into that [The Nightfly],” Fagen explained Mojo in 1995:

I wanted to do an autobiographical album. And after that I really wasn’t inspired to do anything. I fell into a bit of a depression for a while, and I started going to therapy. I think that like a lot of artists, especially in the music business, I was successful and young, and I was basically still and adolescent. I was trying to get out of that with The Nightfly, it was kind of self-examination of my childhood. It took me a long time to go through a kind of transformation… I basically had to figure out how to have an actual life. I was a workaholic ‘til the end of The Nightfly. The only life I had was in the studio. A lot of it had to do with my not wanting to address certain things that I had to address personally, and working gave me the chance not to do any kind of self-examination.

If ‘80s were a period of personal reckoning and growth for both Fagen and Becker, the decade also had little to offer two people with their cultural roots. “In retrospect, I’m glad I sat out the 80s,” Fagen quipped to Sidran. “Because nothing ever actually happened. And Ronald Reagan was president. And I hated that reverb they used.”

“I went through a lot of personal metamorphoses during the ‘80s…,” he told the L.A. Times:

And although I would work every day, I essentially was blocked because I didn’t like what I was doing. I’d write a song and then a week later I just wouldn’t connect with it at all. It seemed either I was repeating myself or it just bored me. It wasn’t relevant to what I was going through at the time…. At the end of the ‘80s I felt like I was ready to start writing again. A lot of it had to do with a relationship I was in, and a lot of it really had to do with therapy…. I know that I have a critical nature, in the sense that when I look at something I often look for the flaws. I love perfect art, and I had to learn that you shouldn’t look for perfection in life. I had trouble distinguishing art from life. So I don’t now, and I feel much better…

While too many peers struggled through awkwardly “modernizing” their sound in the ‘80s, Becker and Fagen simply picked up where they left off when they returned in the ‘90s — first with Fagen’s Kamakiriad in ‘93, then with Becker’s 11 Tracks of Whack the following year, and finally with Steely Dan’s Grammy-winning Two Against Nature at the end of the decade.

But the ‘90s (and after) incarnations of Becker and Fagen weren’t quite the same old Dan, either. By at least Aja, Steely Dan’s albums could reasonably be called adult. It wasn’t until the ‘90s that they could be described as grown up. This distinction isn’t a criticism, and much of the change had to do with relinquishing some of the perfectionism that had gripped both Becker and Fagen in the ‘70s.

Despite — or perhaps because of — the praised heaped on Two Against Nature, the second act of Becker and Fagen’s career has been unfairly overlooked. But I’d take either of Steely Dan’s “reunion” albums over 1973’s Countdown to Ecstasy, and Fagen’s 2006 release, Morph the Cat, is the artistic equal of The Nightfly. (Scheiner thinks it’s sonically superior, and I agree.)

Almost by definition, however, these subsequent releases can’t match The Nightfly’s historical significance.

Artistically, The Nightfly is perhaps the most personal record Fagen ever made, and there’s no doubt that energy of Fagen’s post-Nightfly work was, for better or worse, more mature. As Fagen put it in the liner notes to the 2002 reissue of The Nightfly, “I’m glad I made The Nightfly before a lot of the kid-ness was beat the hell out of me, as happens to us all.”

Sonically and technologically, The Nightfly is one of the most important albums ever recorded. Fagen, Katz, Nichols, and Scheiner showed the world how good digital could sound, even if few digital recordings in the decades that followed would live up to the promise it suggested.

The Nightfly is, in short, a landmark recording, and every audiophile should have a digital release of The Nightfly in their collection. The question is: Which version?

There are at least six digital versions of The Nightfly.

The first is the analog tape-sourced version of The Nightfly, referenced by High Fidelity’s Sutherland above, that was pulled from stores. Nichols recounted the saga in 2001 web post:

When we mixed Nightfly in the summer of 1982 there was no such thing as CD. We recorded on the 3M digital 32-track and mixed to the 3M 4-track. We mastered at Bob Ludwig’s. The record company asked for a 30ips 1/2 inch analog copy to use for advance cassettes for promotion guys.

I also printed the mixes to a Sony PCM-F1. I had the first one in the US in 1982. I gave a copy of it to Stevie Wonder.

When CDs came out in 1984, Warner Bros pressed CDs of Nightfly. So far nothing I had done was out on CD. Stevie called me up and said that he just got a copy of the Nightfly CD and it didn’t sound as good as the F1 tape. I thought “%$(&*%$# CDs are not any good, I’m a dead man!”

I went to Warner Bros and got a copy of the CD. I want home and listened. The CD sounded like it had a blanket over the vocals and horns and... well everything. I called Bob Ludwig and asked what tape he sent to Warner Bros for the CD mastering. He said “What tape? Warner Bros never ordered anything for CD production.” Uh- Oh.

Upon further investigation I found out that Warner Bros had someone make a copy of the 30ips 1/2 inch tape and sent it to the CD plant instead of ordering a digital tape from the digital original.

No wonder the vinyl sounded better. The vinyl was made from the digital original, but the CDs were made from a second-generation analog copy. It happened to a lot of artists including Blondie, Diana Ross, Billy Joel, and many others.

Bob Ludwig made a digital master and sent it to the CD plant. The CD was pressed, and the old CDs were supposed to be destroyed. Instead Warner Bros sent them to Europe to sell thinking we would not find out. Somehow they also leaked into the chain in the US and were consumed by consumers….

The bad CD was made from 30ips analog tape and the good one was made from a digital 1610 master. All of the pressings after the first one are good.

The analog tape-sourced CD of The Nightfly is extremely hard to find. They can be spotted by checking out the CD’s matrix number. If it ends in “021 02,” it was made from the analog tape.

The second version of The Nightfly is the former’s digital counterpart. Both this and the tape-sourced CDs contain Bob Ludwig’s original mastering of The Nightfly. The first run of digital-sourced Nightfly CDs ended in “021 03.” But all Nightfly CDs released between 1984 and 2001 not ending in “021 02” share the same mastering — including the mid-to-late-’80s Japanese “target“ and gold CDs. This mastering is also contained on The Nightfly CD that’s part of The Nightfly Trilogy, a 4 CD and 3 DVD box set which contains the thematically linked albums The Nightfly, Kamakiriad, and Morph The Cat in Redbook stereo (on the CDs) and hi-res stereo and surround (on the DVDs), as well as a bevy of bonus tracks and videos. Finally, the original mastering also appears on the CD version (but not the 24/48 downloadable and streaming versions) of the 2017 Cheap Xmas: Donald Fagen Complete box set.

The third version of The Nightfly is the 2002 hi-resolution (24-bit/48khz) remaster. For the hi-resolution Nightfly, Nichols used his original 3M machine to transfer the album into Pro Tools at 24/48 using Apogee converters. This version was first released on the 2002 DVD releases of The Nightfly, which included both the original stereo version transferred by Nichols and a surround version of the album mixed by Scheiner. Both were (re)mastered by Bob Ludwig. The 24/48 stereo mastering used on the 2002 DVD later was re-released in several guises: 1) As a 24/48 download, 2) on streaming services such as Qobuz in true PCM hi-res and as (lossy) MQA on Tidal (release number 71102675), 3) as part of the 24/48 version of the aforementioned Cheap Xmas box set, and 4) on The Nightfly DVD in The Nightfly Trilogy set.

The fourth version is the hi-res layer (and only the hi-res layer) of the 2011 Japanese SACD, which (despite including Scheiner’s surround mix from the 2002 DVD) seems to contain a unique mastering of the stereo version of the album.

The fifth version is the Redbook layer of the aforementioned 2011 SACD, as well as other Japanese SHM versions of The Nightfly. Like the hi-res layer of the SACD, there’s no indication who did this mastering. This mastering also seems to be the one used for the 2019 Japanese MQA CD. The MQA CD indicates (as best as I can tell from translation software) that it’s based on the 2002 DVD mastering. However, that’s definitely not the case. Instead, the MQA CD’s “average power“ frequency spectrum in Har-Bal⁴ is nearly identical to the 2017, save for some very, very minor deviations. Putting the level-matched tracks into Audacity, it becomes clear that the MQA CD is every-so-slightly more peak-limited than the SHM, which likely accounts for the minute frequency differences. Otherwise, they look and sound identical. Nonetheless, were one to want this mastering, I’d recommend against the MQA CD, due to both the problems with MQA as a format and this extra compression.

The sixth version is the most puzzling. It’s release number 3044343 on Tidal and 0075992369664 on Qobuz. On both services, it’s listed as 16/44.1, but on the former it’s tagged as MQA. Unlike either of the previously mentioned MQA versions, however, it doesn’t “unfold” to a higher resolution. Instead, it stays 16/44.1 even with an MQA-decoding DAC. Some, but not all, of the tracks on this version appear to be a unique mastering.

Finally, there’s a possible seventh digital mastering: The aforementioned incredibly rare 1983 PCM-encoded VHS and Betamax tapes issued by Mobile Fidelity Sound Lab. These are so rare, it’s impossible to find any information about them. This might be a unique mastering, or it could be the same original Ludwig mastering. I’ve reached out to MFSL about it but have yet to hear back. If MFSL provides me with some information or a reader who owns a copy reaches out to me, I’ll update this TBVO. For now, it’s unobtainium and in an obsolete format to boot. Therefore, I’m leaving it out of this analysis.

One interesting distinguishing factor between the above versions is that on the original two Nightfly CDs (versions one and two above), “Green Flower Street” has a four-bar intro. On the 2002 DVD and all subsequent versions (versions three, four, and five above), it has an eight-bar intro. It seems that the extra keyboard-and-drum vamps were included by Nichols when he made the hi-res transfer for the 2002 DVD. The fact that other versions also contain these bars suggests they were also sourced from Nichols’s 24/48 transfer. Likewise, there’s a short burst of noise, which may be musical or distortion but isn’t present on the original CD, around the 5:10 mark in the right channel of “The Nightfly” on the 24/48 release. It’s also present on all of the subsequently released versions. The only exception to this is the odd sixth mastering available only on Tidal. It, too, has the original four-bar intro to “Green Flower Street” and lacks the noise in title track. Even stranger, while some tracks on this version seem to be completely unique in terms of equalization, “Green Flower Street” is identical to the original CD. That’s made me suspicious that this is something of a Franken-version compiled from various sources, perhaps with a soupçon of compression, equalization, and other tweaking thrown in at random.

Another curiosity is that the original CD transfer and the 24/48 transfer have opposite polarities. It’s hard to say which is correct (or how much it matters). Focusing on certain sharp transients, my guess is that the 24/48 transfer has the right absolute polarity, but that’s just a guess.

Before analyzing the various version of The Nightfly, it’s worth noting that, unlike modern digital masters, every version had to involve a digital-to-analog, then an analog-to-digital transfer. That’s because there was no feasible way to pull the bits off of the 3M machine’s tapes. Nichols explained the process in a 2006 Sound on Sound article:

These early 3M digital 32-track machines did not have digital outputs…. There was no such thing as a 16-bit converter when the 3M machine was designed, so they used a unique combination of a 12-bit converter with an additional four bits of an 8-bit converter for gain ranging. This required a very expensive HP spectrum analyser to set the tracking of all the converter elements.

In early digital machines they hand-matched A-D and D-A converters to match closely (for linearity) to get the best sound on each track. If you had to replace a converter, you were in big trouble unless you replaced both with a matched pair. Since A-D and D-A converters basically work the same way, some machines used the same converter for recording and playback to avoid tracking problems.

There were linearity problems with the 3M machines, but you could set the D-A tracking to match the A-D tracking so that the throughput of each track was linear unto itself. This meant that what you recorded on a track was what you played back on that track. This would be good enough for the transfers I needed to make. I did have a digital interface board that I built for the 3M, but if I’d used that, the digital transfers would have had the non-linearity of the A-D converter without the correction of the D-A converter. So, analogue transfers it was to be…. Thus any compensation made in the original machine to correct for improper recording was preserved in the new [digital] master.

Why is this significant? The original CD release of The Nightfly is what made it an audiophile classic. It was one of the albums that showed what the CD format could do. So going into this TBVO analysis, the original Ludwig-mastered CD has to be viewed as the presumptive favorite. However, given that analog to digital converters advanced leaps and bounds between 1982 and 2002, the original can’t necessarily be viewed as the prohibitive favorite. With the right mastering, it’s perfectly possible that the 21st century hi-resolution transfers of The Nightfly could sound even better than the original CD.

The first step in sifting through the digital versions of The Nightfly is to take a look at the dynamic range of each version, judged by both R128 dynamic range and crest factor DR score:

Immediately, it’s clear we’re dealing with an album from the golden age of dynamic CDs. Compared to the vast majority of modern masterings, it’s hard to find fault with the dynamic range of any of these versions of The Nightfly. The one that does stand out, however, is the Redbook streaming mastering, thanks to its oddly compressed “I.G.Y.”

While, as noted above, some of the tracks on that mastering are identical to the original CD in every respect — dynamic range, equalization, waveform — other tracks stand out for their unique EQ and compression.

Take a look at the level-matched waveforms for “I.G.Y.” and “The Nightfly” from the Redbook streaming release (red), original CD (blue), and 24/48 mastering (green):

Both tracks look as though they’ve been compressed and limited on the streaming release. Granted, this is far from an egregious case of brickwalling. If these tracks sounded better on the streaming release, I’d be willing to say the compression and limiting is worth overlooking. However, that’s not the case.

On the Redbook streaming mastering, “I.G.Y.” sounds bloated and flabby. Its extra midbass is somewhat tolerable on bright-leaning neutral headphones, such as the Audio Technica ATH-ADX5000 or the Sennheiser HD800S, but on more middle-ground headphones, such as the Focal Utopia, or on headphones slightly the warm side of neutral, such as the ZMF Vérité, it’s intolerable. Regardless of the headphone or speakers used, Gadson’s intricate hi-hat work and the wash of reverb on Fagen’s voice when he sings phrases such as “Got to admit it” get lost in the streaming mastering. The same is true for “The Nightfly.” On the original CD, the title track is almost punishingly dynamic. Each peak is a snare hit by Porcaro, which is sometimes joined by a cowbell. The streaming mastering robs “The Nightfly” of this dynamic attack, and, like on “I.G.Y.,” the title track simply sounds drier on the streaming version.

The above, combined with the aforementioned cobbled-together vibe, makes the Redbook streaming release our first cut.

If the streaming Franken-mastering is the easiest to cross off, the next easiest to remove is the tape-sourced version of the original mastering.

The tape-sourced version of the original CD is mastered much louder than the digital-sourced version. Once they’re aligned using Har-Bal’s loudness-matching tool, it’s clear that they’re fundamentally the same mastering except for the effects of the tape intermediary. Generally, the digitally sourced 1983 CD has a little more energy below 30 Hz and ever-so-slightly more energy around 5 or 6 kHz. But the differences are astonishingly small.

Dropping the loudness-matched tape and digital versions of a few tracks into Audacity and toggling between the two, it immediately strikes me that Stevie Wonder must have extraordinary hearing to have noticed that something was amiss. The same goes for Nichols.

The differences are real, but subtle.

The tape-sourced 1983 CD of The Nightfly is slightly more veiled and less focused than its digitally sourced counterpart. This is most apparent in sharp transients, like the drum thwacks on the title track. The tape-based CD also seems to have a modestly narrower soundstage. Pulling up the tracks in Har-Bal, one notices that the tape-sourced CD actually has slightly more bass energy than the digitally sourced CD if one looks at the side, rather than the mid, average power graphs. This loss of high-end energy on the sides seems to be enough to slightly push the tape-sourced version’s stereo image to the center.

Given that The Nightfly’s claim to fame is its digital genesis and the fact that the tape-sourced version is a mistake, the “02” tape-derived CD is another mastering that it’s easy to discard.

With four versions remaining, the next masterings worth casting a critical eye (and ear) toward are the two SACD versions: the Hi-Res layer (mastering four above) and the Redbook layer (mastering five above).

Let’s take a look at the Redbook layer first. Here are “I.G.Y.,” “Green Flower Street,” “New Frontier,” and “The Nightfly” from mastering five (pink) compared to the original digitally sourced CD mastering (blue) in Har-Bal using the software’s average power graphs:

Overall, the masterings are very similar. But, generally, the SACD Redbook mastering has a little more bass and slightly less high end than the original CD mastering. The result is a sound that’s slightly duller, despite being based on Nichols’s hi-res transfer. The synth and harmonica on “New Frontier,” for example, lose a little bit of texture, and the shaker and cowbell lack a little bite.

Given that, it’s relatively easy to cross the Redbook layer of the SACD (and SHM) off of our list.

Turning to the hi-res layer of the SACD, here's how it (yellow) compares to the original digitally sourced CD mastering (blue) in Har-Bal, using the same four tracks above plus “Ruby Baby”:

According to the graphs, the hi-res layer of the SACD has somewhat less treble than its Redbook layer. In most instances, it also has less low-to-mid bass. [See the February 2022 update below for more on why the Har-Bal graphs likely exaggerate these differences.]

However, the hi-res layer of the SACD and the original CD sound more similar than the graphs might suggest. Even with quick, level-matched switching, the differences are fine. But with careful listening, the upper-bass, lower-mid tilt of the SACD’s hi-res mastering come into focus.

On “I.G.Y,” for example, the SACD’s reduction in upper-mid and treble energy causes the song some “air” and definition. The subtle echo on Fagen’s voice at the end of lines like “You’ve got to admit it” seems to trail off faster on the SACD than the original CD. Likewise, McCracken’s palm-muted electric guitar riff is more, well, muted and less snappy on the SACD.

Less obvious is the shift from lower bass on the original CD to upper bass on the SACD. But on speaker systems or headphones with a linear low-level response, it’s clear that the SACD tilts slightly away from the impact kick drum of Gadson’s kick and towards the burble of Jackson’s bass.

While I wouldn’t call the hi-res layer of the SACD a bad mastering, it’s also just not quite as good as the original CD.

That leaves only the original digitally sourced CD and the 2002 24/48 version, both mastered by Ludwig.

Let’s take a look at the level-matched, aligned waveforms for “I.G.Y.,” “Ruby Baby,” “New Frontier,” and “The Nightfly” from both the original CD (blue), and 24/48 mastering (green):

Both are undeniably dynamic, as the R128 and DR numbers suggest. However, the original CD is modestly more dynamic on many tracks, particularly the title track.

Turning to the equalization, let’s look at the same four tracks plus “Green Flower Street” in Har-Bal:

Ludwig clearly worked hard to align his mastering of Nichols’ 24/48 transfer with his original CD mastering. Broadly, one could say the 24/48 mastering is slightly warmer titled, with either a little more low end or a little less high end on most tracks. However, the differences are very, very slight.

Comparing level-matched, time-aligned WAVs of both Ludwig masterings in Audacity, it’s striking how similar each mastering’s overall tonal balance is.

The differences between these two versions are undeniably minute. Generally, the original CD is modestly more dynamic, while the 24/48 mastering is a bit more three-dimensional. On “Green Flower Street,” for example, the backing vocals are slightly easier to separate and the bass has slightly more texture on the 24/48 mastering. However, the track is more overtly dynamic on the original CD, particularly when listening closely to the track’s intro.

These are two superb masterings, and the differences are hairsplitting. Ultimately, the choice of which mastering to buy has to be determined by personal preference and factors outside of sound quality. On the latter characteristic, you can’t go wrong with either the original digitally source CD or the 2002 24/48 remastering.

Since these two masterings are different, yet close in quality, the single best Nightfly release is The Nightfly Trilogy box set, at least in this writer’s view. It gives you both Ludwig masterings of the album, as well as a fantastic surround mix from Scheiner, “The Godfather of 5.1 Mixing.” The inclusion of the other two albums in the trilogy, Kamakiriad and Morph The Cat, in two distinct stereo masterings and Scheiner’s surround mixes, makes the Trilogy box a must have for Steely Dan fans, even before considering the disc of bonus tracks.

For those who don’t want to seek out the now out-of-print Trilogy box or dive quite so deeply into Fagen’s discography, which standalone version of The Nightfly is worth pursuing?

The 24/48 mastering takes some of the edge off of the original CD and might be better pick for those who just want to sit back and enjoy the music. While the original 2002 DVD release of this mastering also is out of print (and oddly tends to cost more than the Trilogy box), it’s readily available for both streaming and download on Qobuz, among other hi-res sites.

If historical accuracy is paramount, however, go with the original CD. It was, after all, the version that made The Nightfly an audiophile landmark. It’s slightly brighter and more dynamic sound can be a bit more fatiguing than the 24/48 mastering, but that’s what also helped to make it one of the ultimate audiophile albums of all time. If the original Nightfly shines through a piece of equipment, more forgiving releases will sound great, too. Original Nightfly CDs are also plentiful and cheap on both the used and new CD markets.

While new transfers, mixes, and masterings have given Nichols, Scheiner, and Ludwig cause to revisit The Nightfly, and while fans and audiophiles like yours truly have spent hours analyzing its every detail, its principal creator hasn’t followed suit.

“I haven’t listened to The Nightfly since I made it,” Fagen told Sound on Sound in 2006, “but the people in these hi-fi stores must have liked something about it.”

February 2022 Update:

Based on some discoveries made while researching my TBVO on Cat Stevens's Tea for the Tillerman, I now suspect that both layers of The Nightfly SACD are, indeed, cribbed from the DVD's files. 

Downsampling the DVD and the hi-res layer of the SACD to 16/44.1 minimizes Har-Bal's displayed differences between them, as well as between each and the SACD's Redbook layer, since different sample rates impact how Har-Bal calculates its frequency graphs. (More on that in the Tillerman TBVO.) That said, even after downsampling, small differences still exist, similar to those seen in the MQA CD, thanks to its level-shifting and additional limiting. However, I suspect that both layers of the SACD and (as noted in the original article) the MQA CD are essentially Ludwig's DVD mastering, though with additional file conversions, level shifts, and (in some cases) limiting. 

Here's an updated Har-Bal graph looking at loudness-matched files of "New Frontier" from the downsampled SACD hi-res layer and the Redbook layer. I've included both the typical "Spectrum" view and the "Histogram" view from Har-Bal:

As you can see, the differences are small, and the magnitude of difference between the downsampled DVD and the SACD's Redbook layer is similar.

In order to ferret out these small differences, I turned to DeltaWave. 

Again using loudness-matched files of "New Frontier," here are several views of the differences between the SACD's hi-res layer (after downsampling to 16/44.1) and its Redbook layer:

The hi-res layer (blue) is a little more dynamic than the Redbook layer (white). Beyond that, the differences are concentrated in the bass. Listening to the "difference" file produced by DeltaWave, the output is a faint, but audible (even at relatively normal listening levels), version of the song that tilts heavily towards the low end.

Doing the same "New Frontier" comparison, but this time with the DVD (downsampled to 16/44.1) and the Redbook layer of the SACD, we get the following:

The DVD (blue) is more dynamic than the SACD's Redbook layer (white). Overall, the differences are actually larger than those between the SACD's layers. They're higher in level and more balanced across the frequencies. This time, the difference file produced by DeltaWave is louder and the frequency response is more even, if subjectively somewhat tilted towards the midrange and treble. 

In short, I believe that the SACD uses the DVD's 24/48 files, but changes the sound somewhat due to conversions and level-adjustments. Ultimately, this doesn't affect the TBVO's recommendation. If both of the SACD's layers are drawn from the DVD, it's best to go to the original 24/48 source on the DVD.

However, in future TBVOs, I'll downsample hi-res files when plotting them on the same graph as Redbook files in order to avoid any confusion. I wish I'd done so for this Nightfly TBVO, but I take some solace in the fact that even Roger "The Immortal" Nichols occasionally made (minor, debatable) mistakes. 

Speaking of Nichols, I'd like to close this update by mentioning an old New York magazine article on the introduction of the CD that quotes Nichols, as well as a fantastic interview with Nichols that I hadn't come across before. Finally, Nichols's daughter, Cimcie, has created a merch shop to help support the completion of the documentary. I scored an "Immortal" shirt and a Wendell shirt (and got my dad a long-sleeve version of the former). They look great!

1. Special thanks to the wonderful Cimcie for going out of her way to provide me with quotes from her interviews. Please check out the short video she made about Wendel, then keep an eye out for the full-length documentary on her father.

2. Anyone interested in hearing Nebel at his peak should check out Archive.org’s collection of 44 mostly late-’50s recordings. Other episodes can be found on Vimeo.

3. If anyone has one of these, please contact me at joshmound at gmail dot com!

4. When necessary, Har-Bal’s loudness matching option, which doesn’t affect the frequency response, was used to create clearer graphs.