Carlton's reign came first. He was a featured soloist on many landmark albums (including Steely Dan's Royal Scam and Joni Mitchell's Court and Spark) and amassed countless credits as a sessioneer. Lukather's '80s-era curriculum vitae includes Lionel Richie's huge Can't Slow Down and Michael Jackson's huger Thriller. Lukather also spearheaded his pop/rock band Toto to multi-platinum heights, peppering their radio hits (such as (i)Rosanna, Africa, and Hold the line) with loads of hot guitar and cool tones.

But although the studio was their domain throughout the '70s and '80s, both guitarists are players at heart. On stage, it's not about laying down a perfect rhythm track in one take, or crafting a song-making hook on the fly. It's about getting to the heart and soul of what makes music exciting for players and fans.

"You can practice the guitar all you want at home, but that's not like playing a gig," says Lukather. "Your chops are never better than when you're performing and digging in every day."

With that in mind, the two set out on an intense three-week tour of Japan, playing two shows per night, six nights a week. That's a lot of digging in, and the guitarists decided to record a few of their shows for posterity. The highlights of theses shows make up No substitutions, live in Osaka (Favored Nations). Here, in an intimate nightclub atmosphere, Lukather and Carlton let their musical hair down, play for each other as much as for the audience, and have a ball in the process.

Stud poker

The two guitarists first met 25 years ago, when Lukather was in his late teens. "Larry was one of my heroes," he recalls. "I used to go see him play with Robben Ford at Donte's in Los Angeles. He was already one of the main guitarists on the studio scene, and I was just starting to break in. I met Larry when Jeff Porcaro, David Foster, and Jay Graydon (friends of mine who were already doing sessions with him) invited me to hang at their Friday night poker game."

Carlton and Lukather quickly became friends, and Carlton (nine years Lukather's senior) started showing the younger guitarist the ropes. "You didn't just get in the club, you had to earn your way into the scene," Lukather says. "Larry was already established, and he could have just as easily shined me on. But he was supportive. Sure, he'd razz me sometimes, but it was exactly the kind of 'character enhancement' I needed."

Interestingly, the first time Carlton heard Lukather play, it wasn't on guitar, it was on Hammond organ. "I was demoing Nite crawler (for 1978's Larry Carlton) Carlton remembers. "I had all the guitar parts finished, but I needed to add some keyboard parts that were beyond what I could play myself. I knew Steve played keyboards, so I called him up and asked, 'Can you come over and play B-3 on this for me?' He did, and it worked out great."

Big in Japan

Lukather and Carlton have remained friends ever since their initial bonding in the '70s, but (except for one performance at a NAMM show) the two had never gigged together. "Because of the L.A. studio connection, people think we're an obvious pairing," says Lukather. "But musically, we come from different worlds. I'm a rocker, and he's the consummate jazz master."

So how did No substitutions come about? The first step was a brainstorming session between Carlton and the head honchos of Japan's Blue Note jazz clubs. "I've been playing three-week runs over there pretty regularly," he explains. "I go so often that I've become friends with the folks who run the clubs. Over the past few years, we've been wondering, 'What can we do to keep things fresh for the audiences?' The idea of a pairing with Steve came up, and I said, 'Absolutely!'"

Initially, the guitarists had no intention of recording the gigs or releasing a CD. The band didn't even rehearse. Carlton and Lukather simply decided on a batch of tunes they wanted to play, sent cassette tapes of the material to the ace backup band they hired for the tour, and met in Japan at sound check, just three hours prior to their first gig.

"The chemistry developed quickly," says Lukather. "After a week or so had gone by, we thought, 'This is really fun. We should record this, just for ourselves.'" Carlton and Lukather threw down their own money to rent a remote recording truck, and taped the last few shows of the final week of their tour in Osaka. "We had been playing two shows per night for three weeks," says Carlton, "so we were tight by then."

When Lukather returned to the States, he mentioned the recordings to Steve Vai, who was just launching his guitar-centric label, Favored Nations. Vai (whose roster includes Eric Johnson, Frank Gambale, and Dweezil Zappa) listened to the tapes and agreed to release the project. "After being with Columbia/Sony for 23 years," says Lukather, "it's great to deal with a record company where I can call the president, and he's a friend, he's a guitar player, and he knows what I'm talking about."

The selected tracks were edited to keep things tight and focused. "We didn't fix a note," Lukather says. "We just cut out a couple of long drum solos and bass solos. Not that they weren't great solos, but who wants to listen to a 25-minute jam? It's one thing if you're hanging in the club, drinking a beer. But to sit down and listen to that at home, I don't think so."

Mutual admiration society

No substitutions documents two brilliant players at a creative peak. Luke is absolutely on fire throughout, and Carlton improvises righteous lines with his famed Midas touch.

"Steve is one hell of a guitar player," says Carlton, who stresses that both guitarists live by the "check your ego at the door" rule. "But it's his attitude that really gets me. When Steve's on stage, he's not up there to impress the musicians, and he's not up there to impress me. He just makes the best damn music he can make, and then he stands back and appreciates what everyone else is doing."

"I got a lesson from Larry every night," offers Lukather. "We'd sit backstage for an hour or so before our shows, and I'd say, 'Give me something.' He'd show me chord-melody stuff, turnarounds, and all kinds of things. I kept thinking, 'Wow, I'm getting paid to take lessons from Larry Carlton!' He really opened me up and got me excited about playing again."

Gear guys

"Steve and I have very different personalities, so we use different gear," says Carlton. "Some people whisper, 'I love you,' and some people scream the words, but they still mean the same thing."

If you're familiar with the way these guys play, you can guess who's doing most of the screaming. For this tour, Lukather brought a slightly trimmed-down version of his usual rig. His Ernie Ball/Music Man Luke Signature model is his one-and-only guitar on the record, but he used three (count 'em, three) Rivera Bonehead amp heads. "I've got the dry channel in the middle, and two wet channels in stereo on the sides," he explains. "The dry one is really the main head, the others are used as power amps to drive my post-effects signal. I usually use 4x12 cabs, but we were in small, thousand-seat clubs, so I used three 1x12s instead."

For extra sonic sauce, Lukather brought his knee-high rack loaded with two Lexicon PCM-70s, a rackmount CryBaby, a Univibe, and a T.C. Electronic G-Force. "I think people peg me as a guy who uses too much goo on my guitar," he says. "Sure, I liked the processed sound in the '80s. (See the April '84 GP for a detailed look at Lukather's tricked-out rig.) But, eventually, I had to go to Flangers Anonymous and stop using all that stuff. Now I just use a little delay to fill out the sound, some compression on my clean tones, and a bit of chorusing on a few songs."

Carlton's main guitar is the '68 ES-335 he has been playing forever, and his sole amp is a Dumble Super Overdrive 1x12 combo. He rarely uses the amp's overdrive channel. "I may use it on a tune or two, but that's not my favorite part of the amp," he says. Instead, Carlton drives the gain on the Dumble's clean channel so that the amp is singing, and uses a ShoBud volume pedal between the guitar and amp to back down his gain.

An interesting twist in Carlton's rig is that he uses a pair of JBL monitors for his reverb signal. He puts a Shure SM57 in front of his amp and sends the miked signal to a powered Mackie console. Carlton plugs a digital reverb in the board's aux sends and routes an all-wet signal to the JBLs. "This way, the dry sound of my guitar is the only thing coming out of the Dumble, and the only thing coming out of the JBLs is the effect," he says. "It's just like mixing a track in the studio, the guitar sound is pure, and I can dial in as much of the effected sound as I like, rather than putting the reverb directly into my guitar/amp signal chain."

More to come

The word from Lukather and Carlton is that there is plenty more music in the can from their Japanese tour, and they could easily release No substitutions, Vol. 2. But the players say that, more than likely, they'll hit the studio before releasing any more live tracks. "What I foresee," says Lukather, "is a real studio record, where we sit down and focus on writing. This was a fun project that started us down a path. We've seen some funny reviews already. I'm not used to getting good reviews, but for No substitutions we've gotten things like, 'We always hated Toto and don't really like Fourplay, but this is a great record.' That's a backhanded compliment, but I'll take it."

Lukather on getting better

With session credits on countless gold and platinum albums and the enduring success of Toto (the pop/rock band he founded in 1978) a player in Steve Lukather's position might be tempted to kick back and rest on his laurels. Our man Luke, however, is as driven as ever to keep improving.

"I still practice every day," he asserts, "and I still want to get better. That's one of the great things about playing guitar, you never wake up one day and say, 'Well, I've done it. That's it.' You can feel good when you break through a technical or creative wall, but you can never really learn everything there is to learn, even if you practice 12 hours a day, every day. That's what keeps me pushing and searching. All I'm really trying to do is to find a new note every once in a while."

Lukather on loud!

We played pretty loud on the No substitutions tour," admits Lukather. "I still like to feel the music in my chest, but I wear earplugs because I don't like all that sound in my head. I have tinnitus from years of wearing headphones in the studio. In the late '70s and early '80s, there'd be six people playing together with a click track, and it would be so loud. And, inevitably, there'd be some green singer who'd hang his headphones on the microphone during the break, so you'd get this insane 10kHz feedback drilling into your head. Do that for ten years, and your ears are going to get fried. Studio loud was always more of a problem for me than live loud."

Carlton on nailing the right note

Whether he's burning down the board on an up-tempo tune such as Room 335 playing it pretty on (It was) Only yesterday, or improvising jazzy chordal cascades on All blues, Larry Carlton always seems to hit the right notes at the right time, a skill that he says he honed as a teenager with a major jazz jones.

"I fell in love with that music," says Carlton, "and I was constantly dissecting lines and studying the chords and the way they moved. Nowadays, when young guitarists ask for my input (like, 'How can I pick better notes in my solos?') I always tell them they've got to learn harmony. And, in my opinion, one of the best ways to do that is to learn jazz standards. They're songs, so you're getting melodic and harmonic content at the same time. And you can't just skate through them. To play through those tunes, you've really got to understand how harmony works from the inside."



Guitar Player, June 2001