For over three decades, Larry Carlton has been adding his distinct licks to records by an A-Z of contemporary artists, including Joni Mitchell, Dolly Parton, Michael Jackson, Neil Diamond, Barbra Streisand, Quincy Jones and Steely Dan (Rolling Stone voted his solo on "Kid Charlemagne" one of the three best in rock history.) Add to that his prolific work in movies and TV, a healthy solo career and a recent turn with jazz supergroup Fourplay, and you have one of the busiest, most-respected guitar players in the world. This year, he'll be touring Russia with Billy Cobham, George Duke and Stanley Clarke and recording a new album. For more info, check out www.larrycarlton.net.

"THINK LIKE AN ARRANGER, play like an arranger." Larry Carlton says that's the key to being a successful session player.

"You have to be able to improvise arrangements on the spot to be a great accompanist. It's what you do with the phrases around the vocal that can make the whole thing sound more connected."

As an example, he points to a song from one of his most memorable sessions, Joni Mitchell's Court and Spark. Carlton says, "I think there's a very good example of how to think like an arranger. When Joni sings, 'Help me, I think I'm falling,' I do a rake across the strings, and it makes her next phrase - 'in love again' - really cool because she has a chord to sit down on."

When it's time to step forward as a soloist, Carlton remembers that the song, not the guitarist, is the star. "I think solos on a vocal record have to be very melodic. The music I listened to and liked during my formative years was very melodic. So when I play the guitar, I hear melodies. I'm trying to make a musical statement - something that's a song of its own. I think I've honed that craft pretty good over the last 40 years, so I can make up a song even though I'm playing a solo."

Carlton sees a link between improvising and composing. The harmony is what's inspiring me. At the start, I'll either think of a motif, or I'll set up a loop of some kind to give me a bed to sit on while I'm exploring the motif. That's one approach. The other way is that I do a lot of writing at the keyboard. I'll find a sequence of chords that inspire me and then I develop from there. I'm so familiar with the guitar that it seems easier for me to get inspired at the keyboard because I can find a voicing that's impossible to play on the guitar but that my ear wants to hear. That one voicing can send me in a new direction."

While he searches for new directions in his writing, his choice of equipment has remained constant. "For electric, I've consistently been playing my Gibson ES-335 for the past five years," says Carlton (his nickname is "Mr. 335"). "It's a '68, and it's the one I played on all the sessions in the '70s.

"For acoustic, I'm still using my one of a kind Valley Arts that Mike McGuire and I designed almost 20 years ago," he continues. "And for all my live gigs for over 20 years now, I've been using a Dumble amp. It's a customized amp made by Alexander Dumble. It stands alone - even when you're not playing loud, you have all those transients flying through this wonderful system. It just won't close down. The quality stays because there's so much headroom in it."

For strings, Carlton prefers D'Addario. "In the '80s, I did a test with my tech. I asked him to go out and get the three or four best brands of strings and don't tell me what he was putting on my guitar. We compared them over the course of a tour, and I found that I liked the feel of the D'Addario strings. I liked the way they stayed in tune, and my tech found them to be consistent from set to set so we didn't have to re-intonate so often."

Asked for advice on writing, Carlton stresses the importance of getting out of the way of the song. "Hum what you hear," he says. "Don't judge it now. Just hum what you hear, and then you can go back and do some editing. I think the song comes out real honest that way if you put down exactly what you hear. Also, be careful what you listen to, because if it goes in, some of it's going to come out. Don't listen to crappy music."