In 1978, Larry Carlton was atop the unforgiving environs of L.A.’s music studios, where technical prowess, precision, creativity, tone, and groove are minimum requirements and mere competence promises a short work day.
Carlton’s grasp of myriad styles, inventiveness, versatility, inimitable phrasing, distinctive sound, and taste ingratiated him to discriminating artists, producers, and band leaders in a context where he himself attained celebrity status. Jazz and fusion fanatics were captivated by his playing with Tom Scott’s L.A. Express and Steely Dan, while pop, rock, and R&B audiences were treated to his special touch on recordings by Joni Mitchell, Ray Charles, John Lennon, Dolly Parton, Jerry Garcia, Linda Ronstadt, Michael Jackson, Billy Joel, Barbra Streisand, et al. He averaged 500 dates per year as a triple-scale A-lister elevating music across genres.
Carlton’s influence as an instrumentalist is staggering. Boasting a command of jazz, rock, blues, pop, funk, and country idioms, he forged a powerful, succinct, and thoughtful guitar style that reconciled the bluesy melodicism of Jeff Beck, harmonic/melodic sophistication of bebop, soulfulness of B.B. King, and fusion pyrotechnics of John McLaughlin. Dubbed “Mr. 335,” he was responsible for the shift away from Les Pauls and Strats by founding a school of session stars who brandished Gibson thinlines that includes Lee Ritenour, Jay Graydon, Carlos Rios, and Robben Ford, while fostering the “335 cult” that dominated the ’70s and early ’80s.
How did he get there? Born in Torrance and raised in Southern California, Carlton began playing at six then studied music reading and guitar technique with a local named Slim Edwards until he was 14, simultaneously training his ear by learning licks from rock records. As a teen aspiring to be a jazzer, he idolized Wes Montgomery and Joe Pass, but his earliest professional work was with surf band Eddie & the Showmen in the mid ’60s, which led to meeting contractors and producers. A barrage of recording dates followed by ’69; following Tommy Tedesco, Glen Campbell, and the Wrecking Crew, he represented the new breed of studio musician. Like Howard Roberts, he distinguished himself as sideman extraordinaire and solo artist, escaping the anonymity of a stereotypical studio craftsman. While burnishing jazz credentials and increasing his visibility with The Crusaders from ’72 to ’77, he became one of the most sought-after musicians in a scene teeming with talented specialists.
“Room 335” finds Carlton generating the same kind of magic heard in his famed “Kid Charlemagne” solo. His ability to create inventive, melodious and moving improvisations through uncommon chord changes is legendary and a sonic identifier. This excerpt from the second A section into the bridge (1:52-2:16) boasts several telling traits. The modulation in measures 1-2 from D to F major starts with stepwise flurries in call-and-response form. Carlton plays a slick voice-leading melody highlighting chord tones in 3-5, and applies three iterations of a Charlie Parker-inspired bebop line to define D-F-G tonal areas in 8-10. The bridge heads to B minor and he responds by playing a tasteful sequence phrase decorated with legato mordents in 13, using the B Harmonic Minor over F#7b9 – a traditional strategy in jazz.
Commensurate with his guitar skills was Carlton’s evolving sound. Moving from a Broadcaster, Telecaster, Stratocaster, Jazzmaster, and Les Paul Custom to an ES-175, he ultimately settled on a 335 that he said, “…felt like a jazz guitar but didn’t have to sound like a jazz box.” It also addressed numerous studio demands.
Is the thinline 335 semi-acoustic or semi-solid? Carlton answered the eternal question by listening to it unplugged and advised players to search similarly. From several, in 1970 he chose a ’68 model at Mr. B’s For Music, in Palos Verdes. He replaced the trapeze tailpiece with a Gibson TP-6 bridge/tail piece positioned lower on the body, and upgraded to Schaller M6 tuners. Its ice-tea sunburst was called “Carlton Burst” when the guitar was reissued by the Gibson Custom Shop in 2005 as the Larry Carlton ES-335.
Compared to contemporaries, his sound is relatively unprocessed, emanating from small tube combos overdriven for distortion. He favored the purest 335 sound and rarely used rack effects synonymous with the genre, preferring Fender Princetons and a particular ’58 Deluxe in the studio, then employed Mesa-Boogie Mark I amps live. His Sho-Bud volume pedal is his most-obvious effect, heard prominently with The Crusaders, Joni Mitchell, and Tom Scott. He applied the device to control dynamics and enhance instrumental passages with volume swells that became a signature (and oft-copied) sound. “So Far Away” and “Keep That Same Old Feeling” bear definitive examples that affected countless players.
On the heels of his successes, Carlton resumed a solo career in ’68 and revisited it on Singing/Playing in ’73. He then signed to Warner Brothers, fully equipped as artist/producer to create the 1978 landmark opus Larry Carlton. Recorded in Room 335, his 24-track home studio in Hollywood, he engineered the tracks (aided by brother Steve) and wrote the material except for two vocal cover songs. The band consisted of studio stalwarts Jeff Porcaro (drums), Greg Mathieson (keyboards), Abraham Laboriel (bass), and Paulinho da Costa (percussion) augmented with backing vocals by William D. “Smitty” Smith. Strings, engineered by Paul Dobbe and conducted by concertmaster Gerry Vinci, were overdubbed later at Western Studio #1.
Carlton changes gears in the “Room 335” outro solo; playing over a vamp of the “Peg” chord figure in D. His approach is decidedly groove-oriented with rhythmically displaced riffs in 1-2 and 9-10, and vocalesque phrasing in bends, slides, legato dominating several phrases, all gathering energy and momentum – definitive “building” of a solo. Check the overt blues line in 6-7 over chords that are not typical blues sonorities. The excerpt closes with insistent pentatonic riffing and a strong rising A major-pentatonic line as a climax.
In his years as an apprentice, Carlton learned to think like an arranger, acquiring strong commercial instincts. However, Larry Carlton eschewed “fuzak” – the smooth-jazz precedents that plagued others of his ilk. And, spontaneity was maintained throughout; there were no demos and only “Room 335” and “Nite Crawler” were written before the date. The eight-song program was beautifully balanced with a variety of grooves and styles – Latin rock, slow ballad, uptempo fusion, blues/rock shuffle, two moderate pop tunes, danceable funk, and slick jazz-rock. The album cemented his reputation as the leading voice of the genre at the apex of L.A. fusion.
Quintessential Carlton, “Room 335” sets the tone with his warm sustaining 335 sound throughout. First called “Room 314” it was recorded (but not released) for a project with Michel Colombier, Jaco Pastorius, and Steve Gadd. It has enjoyed subsequent incarnations, including one with Steve Lukather (on No Substitutions). The catchy theme and Carlton’s soloing are models of his clarity and cohesion as composer/player and present many of his sophisticated harmonic concepts. Carlton explained his melodic principles originate from a singer’s approach, saying “Breathing, phrasing with vocal sounds (by sliding, bending, slurring)” to guide improvisation on a subliminal level. Allusions to Steely Dan’s “Peg” are unmistakable, yet “Room 335” remains his career-defining tour de force and demonstrates why he was such a sought-after stylist.
“Where Did You Come From?” is a “Smitty” Smith/Eric Mercury vocal pop tune enlivened with guitar harmony that suits Carlton’s funk-informed rhythm playing and “sweet style” of soloing associated with his work on soft-rock dates. His expressive approach to improvisation (which Mitchell called “his editing”) is evident in the performance, particularly the outro solo (2:57), which elevates what would be saccharine in lesser hands. Carlton credits the influence of guitarist Louie Shelton, an early mentor who inspired his emphasis on simplicity, economy, and taste.
“Nite Crawler” was written while he was with The Crusaders and first appeared on Free as the Wind. The gospel-tinged jazz/funk number was reimagined through Carlton’s prism. The tempo is slightly faster, the feel funkier with Porcaro’s solid groove and Laboriel’s popping bass line, harmony guitars supplant and sweeten the original pentatonic horn melody, resulting in an Allman Brothers-meet-Crusaders impression, and Mathieson’s synth orchestration adds modern color. Carlton delivers one of his bluesiest and most-impassioned solos, with an occasional reference to the slurs, bends, and aggression of jamming buddy Robben Ford, offset by jazz-inflected lines over the modulating sections of the changes.
“Point It Up” is a blistering jazz-rock composition that blends modal and post-bop tonal elements decorated with Larry’s famed volume-pedal licks in the intro and solo entrance. The head consists of brisk guitar flurries as theme over a static G-minor modal center. A half-time/triplet-dominated interlude redirects the arrangement and supplies variety in feel and harmony with a cycling progression of polychords. His lengthy, virtuosic “blowing” solo is energetic and florid, revealing another side of his persona, hinting at the inspiration of Coltrane and the “sheets of sound” concept with long, intricate modal lines laced with chromaticism.
“Don’t Give It Up” is Carlton’s blues extravaganza. Every improvised line is noteworthy, but this excerpt from the first solo is particularly telling. A showcase for his blend of swing-jazz and blues-rock fusion and unique handling of traditional shuffle blues, it’s a veritable glossary of reimagined blues melody and artful string bending. In measure 2 over B, he plays a tasty half-step bend into A (the 7th). Note the pedal-tone line – a Carlton staple – in 5, use of common tone Db (C#) to return to Ab, sophisticated major and minor blues-scale combinations in 7-8 and 11-13 (tastefully adding in the colorful 6th and 9th tones), and held-and-articulated bends in 9. The winding triplet phrasing of eighth-note passages convey blues-guitar allusions to T-Bone Walker, B.B. King, and Buddy Guy while Larry’s saturated horn-like sound imparts rock modernity to the solo.
“Rio Samba” melds Latin rock with fusion and personifies spontaneity. The head melody, over a vamping Cm7-F7 and its neighbor E7, is simple, concise, groove-oriented, and given guitar-harmony treatment on the repeat, leaving synth and organ to deliver the contrasting bridge theme in Bb. Carlton’s improvisations balance elegant modal lines with distinctive vocalesque phrasing, well-placed double-time passages and thematic development over F7 and E7, and depict his advanced harmonic perspectives in navigating the fluid bridge changes.
“I Apologize” is the second Smith-Mercury vocal tune, a bluesy power-pop song propelled by the rhythm section’s slow, solid rock pulse. Carlton toughens the number with distorted, soulful fills in verses and, thinking like an arranger, allows the languid chorus to sway gently with a half-time feel using processed Rhodes pads and vocal-harmony backing. Word-painting the remorseful storyline on guitar, Carlton generates angst with wide string bends and vibrato, his execution notable for its accurate intonation, delivery, and application on extended and altered chords.
“Don’t Give It Up” elaborates on Jeff Beck’s influence in fusion. The driving shuffle in G combines blues, rock, and jazz in the spirit of “Freeway Jam”; its angular, ear-catching guitar riff exemplifies polytonal concepts and triad-pairs (G/F and Bb/C) thinking endemic to modern jazz, yet conveys a blues-based sound expanded with a related theme and chord change to Bb (replacing the C IV chord) and syncopated ensemble accents on D-C changes that Carlton catches with rhythmic string-bend motifs, deepening the blues feeling. His clever arrangement subjects blowing choruses of a repeating 20-bar-blues structure to a series of modulations. He takes his first solo (1:23) in Ab (a half step higher), recalling a time-honored practice of playing improvisations in another key. This solo captures some of his most spirited and technically proficient blues on record, but, after the organ solo in A, is taken to greater heights with another equally powerful solo (3:23) in Bb over stop-time figures. The next section (3:53) modulates to E, reverts to the original ensemble feel, and recalls the theme, accompanied by a second guitar playing fills in spaces between riffs. The closing section (4:22) retains the theme as a background figure, and finds Carlton stretching out over an E chord with energetic blues-rock licks. The coda (5:35) modulates to F, eliminates the band, and leaves him playing improvised lines with only a loose boogie-driven rhythm guitar as accompaniment into a fadeout. The piece remains required listening for those interested in reshaping blues clichés.
The slow, hypnotic closer “It Was Only Yesterday” showcases the hollowbody qualities inherent in a 335 magnified by Carlton’s touch, sensitive phrasing, and melodious string bending that adds another dimension to modern blues, rivaling Santana’s “Europa” and Gary Moore’s “Still Got the Blues.” Varied dynamics, gradations of timbre, and infinite shadings of attack convey understated facets of Carlton’s technique, evoking the tone of an archtop. Intimacy is emphasized by the guitar’s placement in the stereo mix, allowing instrumental subtleties and nuances to become events in themselves. The arrangement builds from Larry’s subdued rubato melody statement, accompanied by sparse electric piano, to a lush orchestral setting with full band, string sweetening and smoldering guitar solo (2:35) darting through the changes, to a dissolving coda in free time.
Wolf Marshall is the founder and original Editor-In-Chief of GuitarOne magazine. A respected author and columnist, he has been influential in contemporary music education since the early 1980s. His latest book is Jazz Guitar Course: Mastering the Jazz Language. Others include 101 Must-Know Rock Licks, B.B. King: the Definitive Collection, and Best of Jazz Guitar. A list credits can be found at wolfmarshall.com.
This article originally appeared in VG’s March 2025 issue. All copyrights are by the author and Vintage Guitar magazine. Unauthorized replication or use is strictly prohibited.
