Walter Becker

"Circus Money" (Mailboat)

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"THEN YOU find you're back in Vegas with a handle in your hand" goes a memorable line from Steely Dan's debut hit, "Do It Again." Thirty-six years later, Steely Dan co-auteur Walter Becker is still positioning characters in front of the slot machines.

In the first song of his second solo album (available Tuesday), a woman named Betsy Button sits with her cup of nickels, waiting for her break as Becker croons, "She needs three bars, three cherries, three lemons, three pigs. . . . "

Gambling, desperation and other basics of the human condition feed Becker's muse on "Circus Money." Even though he wrote the songs with the record's producer, Larry Klein, rather than Steely Dan partner Donald Fagen, they embrace concerns and settings -- bohemian haunts and showbiz retreats -- that Dan fans will find familiar.

"I don't think we felt necessarily compelled to break new ground in that way," says Becker, who will be reuniting with Fagen for a Steely Dan tour this summer. "A lot of the material for the lyrics had to do with various L.A. and Hollywood type of scenarios that we would talk about. Larry is one of the seven native Angelenos, so he has a very rich and jaundiced -- quite rightly in my view -- take on it.

"It occurs to me as I listen to it that there is a sort of a lyric shape to the album. It had a sort of romantic element and then . . . a certain nastiness or edginess came into it as it went."

That might describe the bittersweet "Downtown Canon," in which a youthful idyll goes wrong and leaves a persistent memory, and such vignettes of venality and manipulation as "Selfish Gene" and "Three Picture Deal." But there's another side. "Paging Audrey," for one, taps a surprisingly tender vein of loss and regret, as the singer reaches vainly into the past searching for a vanished lover.

"It's the idea of what happens to people that disappear in various ways," Becker says. "You still relate to them as if they were present in ways that they may not actually be. I think it's a way of realizing that some people who may not continue to exist as part of your life or otherwise may continue to exist in your mind."

For the music, Becker and Klein (producer of Herbie Hancock's Grammy-winning "River: The Joni Letters") groomed snug, swinging, small-combo grooves with such stellar musicians as drummer Keith Carlock, guitarist Jon Herington and keyboardists Ted Baker and Jim Beard crafting a less complex, more intimate version of Steely Dan's jazz-informed harmonics.