The Steely Dan tribute band loved by Steely Dan alums
Twelve Against Nature has been doing note-perfect performances for 20 years, impressing everyone from Christopher Cross to Donald Fagen.
In Nashville, so goes the cliché, you can throw a rock and hit a world-class musician. Which means it is fertile ground for a Steely Dan tribute band to live long and prosper. It’s a city where, if your drummer calls in sick, his substitute just might be Keith Carlock, Steely Dan’s longtime stickman, who lives 20 miles south of downtown. If you’re covering Donald Fagen’s The Nightfly in its entirety and want some extra-hot licks for “New Frontier,” you can conveniently tap Larry Carlton, the guitar hero who played lead on the actual record; he moved to a bucolic spread near Music City in 1996. Need a pianist for “The Second Arrangement”? Ask Michael Omartian, who played on Pretzel Logic, Katy Lied, and Aja, and has called the Nashville area home for more than 30 years.
Such is the good fortune of Scott Sheriff, who leads Nashville’s crack Steely Dan tribute band, Twelve Against Nature. When he’s not playing keys in Carrie Underwood’s touring outfit, Sheriff is drawing up new song charts and juggling last-minute lineup changes. The role requires a keen attention to detail, and he can be as meticulous as the famously finicky maestros behind his favorite music.
“I figured if a band is going to have the balls to get on a stage and say they’re a Steely Dan tribute, we better pay homage to the arrangements, each and every hook, down to the note,” Sheriff says. “It’s not something where you throw a number chart together and go, ‘Hey, let’s play some Steely Dan songs!’ This music is intricately crafted. And so every tone is labored over: How did they voice this chord? Is the F sharp on top? Did they play it in this octave or this octave?”
On the eve of tonight’s Twelve Against Nature 20th anniversary show—which was billed as featuring Omartian, before he canceled for health-related reasons—Sheriff spoke about the work that goes into performing the music of Steely Dan, the roles Napster and Hawaii played in his appreciation of the Becker-Fagen songbook, receiving legal threats from a rival tribute band, backing up Kenny Loggins and Christopher Cross, and Carrie Underwood’s distaste for “old-man music.”
When did your interest in Steely Dan begin? Were you listening as they were releasing albums in the 1970s?
I grew up a radio junkie out east, in Bethlehem, Pennsylvania—about halfway between Philly and New York City. So I heard all the hits. I especially remember when “Peg” hit the radio. I loved that song and wish it had gotten even more airplay than it did. It was so stellar. Several years later I acquired A Decade of Steely Dan from the Columbia House music club, that record-of-the-month thing that they used to do through the mail. That album on vinyl was one of the things I ordered in my initial Columbia House pack of 12 albums for a penny or whatever the deal was at the time.
My high school had a pretty hip music program. Apart from the concert band, we also had an improv combo class that you could take. Our band director would do a lot of smaller-ensemble arrangements, and I remember doing “Deacon Blues” and “Black Cow” as part of that. I was on keys, even though primarily I played trumpet in high school. I had a garage band, too, but we just played old rock and roll like the Rolling Stones and the Beatles, and we got a little proggy toward the end, started playing some Rush, and I snuck some Doobie Brothers and Styx in there.
I got a little bit deeper into Steely Dan during that time as well. But ashamedly, I have to credit a not-so-great invention for launching me into the entire Dan catalog. And that was the invention of Napster. One day I decided to download every single Steely Dan song, and I started making my own CDs to listen to in the car as I was driving around. That exposed me to all the deep cuts. I was like, “Man, there are so many great songs here!” Apologies to Steely Dan for the piracy.
Despite your crimes, Walt and Don did OK.
During a trip to Hawaii in 2003, I brought along the Steely Dan CDs that I’d burned. We rented a convertible to drive the Road to Hana, and I played these pirated CDs in the car while riding around Maui. I was aware that Walter had ties to Hawaii. A friend of mine actually ran into him over there in a small restaurant. So I partly credit Hawaii with my becoming a Steely Dan nerd.
Convertible top down, the Hawaiian breeze—I can imagine why that might have sealed the deal.
“Home at Last” came on the car’s stereo, and it all seemed to magically fall into place.
So upon your return to Nashville, you decided you had to start a Steely Dan tribute band?
At the time I was playing keyboards with this disco band called Delicious. During sound check, while getting keyboard sounds, I would play the Steely Dan songs I was learning, and ears would perk up. My bandmates would start to play along, but the joke with Steely Dan songs is you can try to play them and never get to the bridge, because nobody knows how the chords go—most people can only play the main riff. So I started thinking, Man, it’d be fun to put a band together and actually play these songs all the way through. So I began a huge undertaking of writing charts: horn charts, transcribing bass lines, and getting keyboard parts as much as I could from the records. We were doing rehearsals on Saturday mornings in my friend’s basement, and eventually we thought it sounded good enough to take public. So I approached one of the owners of the local clubs, Ron over at 3rd and Lindsley, and he gave us a weeknight. That was back in 2004, when they had a tiny club with the stage in the corner. We crammed 12 people in there and did our first show.
With most tribute acts, at least part of the draw is the theatrical mimicry: the Led Zeppelin group, for instance, where the guy playing Robert Plant puts on a curly blond wig, stuffs a sock in his pants, and swaggers around the stage. But with Twelve Against Nature, it’s not like you’re pretending to be Donald Fagen.
Right. I’m not even sure what that would be! Sitting behind the Rhodes and looking like Dracula?
There’s no artifice, no smoke and mirrors in a Steely Dan tribute. You have to nail the music. And a pale imitation won’t do.
Especially living in Nashville, a city full of musicians with critical ears. It definitely requires some specificity when it comes to the arrangements and charts. It’s not a gig for a non-reader. I’m sure some guys can listen to Steely Dan records and pick out their parts by ear. But I wanted to have a sustainable repertoire, knowing that I wasn’t going to get the same 12 people for every gig. So I kind of wrote the book on every instrument, anticipating that if we need a sub, I can get musicians who can come in and refer to the charts where I’ve notated everything to the letter.
Some of the very first arrangements I did, the songs were a bit more simple, like “Dirty Work” or “Any Major Dude.” For those songs, sometimes a chord chart with slashes was OK because the parts are fairly simple. But once we started to get into the more sophisticated Katy Lied, Royal Scam, Aja, and Gaucho stuff, I had to write everything down. Otherwise, inevitably, I’d get to a show or a rehearsal, and there would be, say, a bass lick that I’d been used to hearing—but I wasn’t hearing it. It’s important to hear certain parts. To me, they’re often the hook of a song. For instance, the bass lick on the last chorus of “Rikki”—that always stands out to me. And so, when a substitute bass player sees it on the chart that I’ve taken time to write out, he knows that it’s important.
As far as the horns go—obviously, there aren’t horns on every Steely Dan song, so the decision had to be made: Do I want to do horn arrangements for everything? When you go see Steely Dan live, the horns pretty much never leave the stage. They’ve written new arrangements for their old songs. In some cases I’ve copped their horn arrangements the best I could. Around the time of Two Against Nature, back in 2000, they did a PBS special [Plush TV Jazz-Rock Party]. I saw it primarily on a PBS pledge weekend.
An appropriate forum.
That’s where I got the horn arrangements for “Black Friday” and “Bad Sneakers.” So we’ve kind of adapted some of their live versions, both the horn arrangements and how they end songs that fade on the record. For instance, “Black Friday” fades on the album, but our ending is completely lifted from their live arrangement.
The perfectionism of Becker and Fagen seems to have rubbed off on you. As the bandleader, you’ve attended to every note, and you want it to be just right.
It really depends on the song. I don’t want to completely tie these talented musicians down to where they can’t enjoy themselves because they’re too worried about playing everything just so. But I do want to get the important things right, and then leave room for individualism where it’s appropriate. When we do “Kid Charlemagne,” that’s a very iconic guitar solo, so that’s played note for note. But when we play “Black Friday,” there’s really nothing iconic about the solo. It’s kind of a bluesy improv solo. So the guitarist gets to take a ride. I don’t want to get up there and paint by numbers—I want to have fun, too. So I try to grab the Rhodes licks that stand out the most, and the rest I’m comping with the correct changes, but not playing them 100 percent the way that they were played on the record. That’s OK if it’s not crucial to the song like a guitar solo or a sax solo might be.
At the eleventh hour before one gig, you tapped longtime Steely Dan drummer Keith Carlock to fill in. Can you tell that story?
It was the COVID era—December of 2021. Every year around Christmastime, we do a double bill with Twelve Against Nature and our Chicago tribute band, Make Me Smile. We had a drummer scheduled to play with us, and the week of the gig, he said, “My son came home with COVID, and I think I’m starting to get it.” We went through our sub list, and everybody was unavailable. I was thinking we may have to cancel, because you don’t just throw a drum gig at somebody the week of the show and expect somebody to learn all that Steely Dan and Chicago in a matter of days.
Our guitar player Tom Hemby does a solo jazz project, and he’s used Keith Carlock quite a bit, so they’re good friends. I said to Tom, “Steely Dan doesn’t have any shows on the books, and it’s the holidays. Do you think you could ask Keith if he’d be interested in doing this with us?” Tom called Keith, and he said yes. Tom put us in contact, and Keith and I decided how we were going to handle the endings of the songs, because there are some songs that we made up our own endings to, and they’re different than how Steely Dan ends those songs. So we had to change some of our endings to accommodate him, which we were happy to do.
It was an amazing show, because Keith is way more intimate with the material than any of us are. He has hundreds of shows under his belt with Steely Dan, after doing it for a couple decades. It felt so comfortable having him back there, like having a really confident pilot flying your plane. There was never any doubt when it was time to go to a new section or when it was time to end. He knows all the introductions, and he sets up each section. It was all just super confident and super, super groovy. At the end, he said, “Don’t hesitate to call me to do this again.” He had a great time, and his family had a great time coming to see him. So hopefully we can do it again.
Last July, you published a video of a recording of the legendary erased song “The Second Arrangement” featuring a group of musicians that included Michael Omartian. The song was mixed by Bill Schnee, one of the engineers on Aja. How did that collaboration come together?
I read the Steely Dan biography Reelin’ in the Years, and found out about this missing song. Later I came across a YouTube recording of it. As soon as I heard it, I was like, “It’s really a shame that didn’t make the record.” There was enough of a hissy rough mix of it that I could make out what was going on, musically, and approximate it. So I put a chart together. I made my own horn arrangement, since there wasn’t one on the available versions. We copied the background vocal parts and some of the guitar licks and motifs and the Rhodes part that I could hear peeping through the rough recording. So we started playing it live.
Back during the pandemic, everybody was putting out videos from home in their own studio with the Brady Bunch blocks of this guy playing over here, and that guy playing over there. Our drummer John Hammond said, “We should record ‘The Second Arrangement,’ and do it right—an actual master recording of the lost Steely Dan song.” I put together a click track and my Rhodes part, and I sent it to John. He put the drums on it, and the recording got passed around.
John suggested we bring in some other guests on the track. We are both fans of this Norwegian artist named Ole Børud, who is a great singer and guitar player. We got him involved. Then we started thinking of who’s local to Nashville and has ties to Steely Dan. Tom Hemby and Gary Lunn are good friends with Michael Omartian. He’s played with Twelve Against Nature a couple times, and I’ve even played golf with him several times. So we asked him if he’d be interested in playing piano. He was like, “Well, I can’t do it at my house. I have to bring in an engineer when I do that.” So we made it possible for him to go to a different studio, with a good piano and a good engineer, where he could track his piano parts. He was happy to do it. As it was going along, people would send me their stems, and I spruced up the horn arrangement we had been doing live with Twelve Against Nature.
We kept thinking, “Who’s going to mix this?” And again, some of our guys had a relationship with Bill Schnee. He is a longtime friend of Michael. But nobody felt close enough to him to ask him to do it for free. I sent him a Facebook message and figured the worst that could happen is he’d say no. I told him what we were doing and gave him a rough mix, and he was very interested. He dove head first into mixing it, and then he had it mastered for us. That’s the version that you hear now when you watch the video—the Bill Schnee final mix and master. It all came together really, really great.
One of the funny things about our recording is that it’s not technically a cover, because “The Second Arrangement” was never actually released by Steely Dan. We thought, if we could get Donald onboard, this could be the first official release of the song. We said, “Let us at least approach Donald, see if he wants to make this an official Steely Dan release, put his vocal on it, whatever.” We had all these ideas and possibilities that we could finally make this song part of the Steely Dan canon. Bill Schnee reached out to Donald. At the time, Donald sent Bill back an email that said something like, “Hey, Bill, nice to hear from you. I don’t know who these guys are. Sounds great. Release away.” But then when we sent an official licensing request, the business folks wouldn’t give it to us. Word came down from Irving Azoff. They didn’t really say why. They just said no. Finally, we said, “We’ve exhausted these other possibilities. Let’s just release it on Facebook and YouTube.” And that’s what we did. People have been asking to download it and get it on vinyl, but for now it’s just on YouTube and Facebook because those entities treat the track as a live performance. I guess it’s covered under some blanket license.
Michael Omartian was originally going to sit in with Twelve Against Nature for the 20th anniversary performance, right?
Yeah, he was scheduled to do the show, but he developed some health problems. Nothing too serious, but he didn’t want to get up there and not be 100 percent. We made a curated setlist of stuff that he had played on that we were going to perform, including “Aja,” “Rikki Don’t Lose That Number,” “New Frontier”—and “Charlie Freak,” which we rarely do. He loves the piano part of “Charlie Freak.” We’ll still do most of those songs, but we took out “Charlie Freak” and put “Bad Sneakers” in its place. Aja and Gaucho are well represented. “Gaucho,” “Babylon Sisters,” “Hey Nineteen.” “FM,” of course. We’re going to do “Here at the Western World”—another sweet non-record cut. We’ve got “Doctor Wu” from Katy Lied, “Jack of Speed” from Two Against Nature, and “The Caves of Altamira”—one of my favorite Royal Scam songs.
The horns must love doing “Caves.”
Yeah, they get to play loud and high on that one. Everything else is more mellow and about finesse. That’s the one they get to blast on.
One of the times I saw you guys, you played The Nightfly from front to back.
That was a special show. We’ve only done it twice. It’s not an official Twelve Against Nature show. To play that album, we have to change the lineup a little bit. We add a third keyboard player, because that stuff is so keyboard rich that it’s hard to do with just two. The title track—there are tons of keyboards on that song. The first time we did the Nightfly set, Larry Carlton sat in for “New Frontier.” He did such a tasty job, and we extended the outro so he could take a ride and step out a little more.
Ed Greene, who played on Aja and Gaucho, as well as the original recording of “The Second Arrangement,” also lives in the Nashville area.
I did one gig with Ed Greene for a local blues artist in the late ’90s. Oddly enough it was at 3rd and Lindsley, where Twelve Against Nature plays. The bass player was a guy I had played with in church, so he connected me to come in and sub. Ed was playing drums, and it was fun playing with him.
You were once the music director for Kenny Loggins?
Yes. I got a call around 2006 to sub on a Kenny Loggins gig. So I learned his set, did two shows with him, and then Kenny asked me to come and play keys full time. Then his music director at the time wanted to take a break from the pop music world; he had a love for German opera and pursued being a heroic tenor. So I took over as Kenny’s music director and stayed up until the second Loggins and Messina reunion tour. This past year I came back and played a few shows on Kenny’s reunion tour when he needed a last-minute keyboard player.
You also played with Christopher Cross. How did you link up with him?
Back in 2010, Nashville had a historic flood. Christopher’s show at the Schermerhorn Symphony Center got canceled, but he was still in town. He’s always been a huge Steely Dan fan. An engineer named Terry Christian, who Michael Omartian often worked with, lives in town and knew that Christopher was here. He told Christopher, “You’ve got to hear this Steely Dan tribute. Michael sat in with them. They’re really good. I think you would like it.” So Christopher came to the show and sat at my wife’s table. She had no idea what he looked like, so she was pulling up pictures of him on her phone in order to know who she was saving the seat for.
That night we met Christopher and became friends and started sending e-mails back and forth to each other. He came and saw us whenever he was in town. And then 3rd and Lindsley opened up their larger venue, and we decided to start a more general yacht rock band to play all the great Ambrosia and Gino Vannelli and stuff like that. We called the band Live from Ventura Boulevard, and we started learning Christopher Cross songs as part of that repertoire. I sent him a message saying, “Hey, if you’re ever in town, you’re always welcome to sit in.” He eventually got back to us and said, “Yeah, why don’t we do this?” He sent us six or seven songs he wanted to do. So we did a sold-out night with Christopher Cross at 3rd and Lindsley.
Later he ended up hiring us to back him at an International Entertainment Buyers Association gig at the Omni Hotel in Nashville. We did a full-on hits show. It was only six or seven songs—just a little demo show to impress the entertainment buyers. We did “Sailing,” “Never Be the Same,” “All Right,” “Ride Like the Wind,” “Arthur’s Theme (Best That You Can Do),” “Think of Laura,” and another song called “Dreamers,” which was on one of his later records. That gig went so well that the two background vocalists we provided ended up going on the road with him for quite a while. We’ve remained friends with Christopher. I saw him when he was in town recently. We hung around after the show and had a nice chat, caught up on what was going on.
These days there are a number of Steely Dan tribute bands. Do you guys know each other? Is there any sense of friendly competition?
I don’t know of any Steely Dan tributes close enough to Nashville for there to really be any competition. In any major city, there seems to be only one group because they end up absorbing all the good musicians in the area. I went to see a Steely Dan tribute band out of Philadelphia called Countdown to Ecstasy. I’ve become friendly with those guys. We follow each other from afar. But there’s really no competition because we’re never playing in the same markets.
You have to admire the great variety of Steely Dan tribute band names.
Oh, yeah. Stealing Dan, the Steely Damned, Brooklyn Charmers, Steely Dead. We toyed with the name the Bodacious Cowboys. In fact, when we started, we were called Royal Scam, but it turns out there was already a Steely Dan tribute in New York City with that name. I didn’t think we’d ever compete, but they did send us a cease and desist notice, so we changed our name.
You are a touring keyboardist for Carrie Underwood. Not so secretly, she loves ’80s hard rock. Does she like Steely Dan at all?
Nope. In the Venn diagram of our musical tastes, we share a love for ’80s pop. But then she drifts into hard rock, and I drift into yacht rock. During sound check one day, I was playing some Steely Dan, and she was like, “What are y’all doing playing old-man music?” I was like, “Well, it might be because you have some old men in your band!”
Great article, don't live in the Nashville area but have heard all of his Dan stuff on youtube. First heard him doing that one-man version of Maxine (except that sax part) which is incredible. So glad musicians of this caliber continue on the music of Donald and Walter. Don won't be touring much longer, we need people like Scott to keep this music going.