Expanding Dan

Expanding Dan

Larry Klein on making 'Circus Money' with Walter Becker

"It was fantastic drinking wine and laughing our asses off and exploring the dark territory of our romantic lives."

Jake Malooley's avatar
Jake Malooley
Feb 13, 2026
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Larry Klein and Walter Becker at work on Circus Money | Courtesy of Walter Becker Media

At the 2001 Grammy Awards, the producer Larry Klein was seated beside his ex-wife, Joni Mitchell. Though the two had been divorced for several years, they kept up a fruitful working relationship. That evening inside the Staples Center in Los Angeles, Mitchell’s Both Sides Now, co-produced by Klein, would win Best Traditional Pop Vocal Album.

What Klein remembers most fondly from that ceremony 25 years ago is not his own award but the moment Steely Dan’s Two Against Nature triumphed over Eminem and Radiohead in the Album of the Year category.

“When they announced that Steely Dan had won,” he says, “you could see there was dissension among the ranks of the other nominees who were sitting around us.” Klein and “Joanie” (as he calls Mitchell) had long admired the music of Walter Becker and Donald Fagen, and they were among the minority in the room who were thrilled. “We immediately stood up and gave them a standing ovation very conspicuously,” he says. “I think that they felt grateful for that in some way or another.”


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When the dust settled after the ceremony, Klein introduced himself to Becker. They got to talking and hit it off. “It was one of those things you have with certain people: you meet and it feels like you’ve known each other most of your lives,” he says. “After that we started corresponding over e-mail and talking on the phone a few times a week, sometimes every day, just kind of rambling philosophical discourse and comedic improvisational explorations. Whenever Walter happened to be coming through L.A. or I was in New York, we’d get together for dinner and always had a great time with each other no matter the context. At a certain point he said, ‘Would you want to cowrite and produce my next solo record?’ I was kind of shocked. I said, ‘Wow, let me think about that for a second.’ So I thought about it for a moment and said, ‘Absolutely, let’s do it.’” Out of that partnership would come 2008’s Circus Money, Becker’s final album before his death at the age of 67 in 2017.

“We would alternate writing jags in Manhattan, Los Angeles and Maui. Each jag would be about a week long, and be assisted by the presence of large quantities of wine and other pharmaceutical elements,” Klein wrote last year in a poignant remembrance of his friendship and collaboration with Becker that he published in his newsletter, Strange Cargo. Still, there were plenty of questions I wanted to ask him about the making of Circus Money. Over the phone recently from his home in the Mar Vista neighborhood of Los Angeles, Klein went deep on the reggae records that formed the album’s backbone, the insights he gathered about Becker and Fagen’s songwriting process, and the feeling Becker had that Steely Dan’s analytical studio methods “killed a lot of the soul and joy of making a record.”


Strange Cargo
Autobiographical And Philosophical Prose Writings, Stories, And Wanderings From A Musician/ Songwriter and Record Producer
By Larry Klein

To read more of Larry Klein’s reflections on music and life, be sure to subscribe to his newsletter, Strange Cargo.


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