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38 Special

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Hold On Loosely - Guitar Lesson

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Band Overview

38 Special emerged from Jacksonville, Florida in the mid-1970s, rising to prominence during the late '70s and early '80s with a sound that fused Southern Rock grit with arena-ready melodic rock. Founded by vocalist Donnie Van Zant (younger brother of Lynyrd Skynyrd's Ronnie Van Zant), the band became a staple of Classic Rock radio with anthems like "Hold On Loosely," "Caught Up in You," and "Rockin' into the Night." Their guitar-driven approach bridged the gap between the Allman Brothers style of dual-guitar Southern rock and the polished, hook-laden sound of bands like Foreigner and REO Speedwagon, making them a unique study for guitarists who want to explore both worlds. The guitar lineup is a huge part of what makes 38 Special tick. Don Barnes and Jeff Carlisi formed one of rock's most effective dual-guitar partnerships. Barnes handled a lot of the rhythmic crunch and some lead work, while Carlisi was the primary lead guitarist responsible for those instantly recognizable melodic solos. Their interplay is textbook twin-guitar arrangement: harmonized lines, complementary rhythm parts, and tasteful lead breaks that serve the song rather than showing off. If you're studying how two guitars work together in a band context, 38 Special is essential listening. For guitarists, the difficulty level of 38 Special material is solidly intermediate. The rhythm parts rely on clean chord voicings mixed with moderate overdrive power chords, often with open-string ringing that gives their sound a full, almost jangly quality on the cleaner passages. The lead work is melodic and precise, emphasizing pentatonic and major scale phrasing with smooth bends, controlled vibrato, and a keen sense of dynamics. You won't find shred runs or hyper-technical passages, but the challenge lies in nailing the feel, the tone, and the tight interplay between the two guitar parts. Songs like "Hold On Loosely" are fantastic for developing your sense of phrasing and learning how to construct memorable, singable solos that audiences actually remember.

What Makes 38 Special Essential for Guitar Players

Jeff Carlisi's lead style is built around melodic pentatonic and major scale phrasing with precise bends and a warm, singing vibrato. His solos are excellent studies in how to say more with fewer notes, making them perfect for intermediate players working on phrasing and expression.
The dual-guitar interplay between Don Barnes and Jeff Carlisi is a masterclass in arrangement. They frequently split duties between clean arpeggiated parts and overdriven rhythm chugging, creating a full stereo soundscape that's rewarding to dissect and learn part by part.
Rhythm guitar in 38 Special songs often mixes open-position chords with barred power chords, incorporating palm-muting on verses and letting chords ring open during choruses. This dynamic contrast is a key skill for any rock guitarist to develop.
Many of their signature riffs use a combination of alternate picking for faster passages and deliberate downstrokes on accented power chord hits. Paying attention to picking direction in songs like "Hold On Loosely" will tighten up your rhythm playing significantly.
Their tone sits in a sweet spot between clean sparkle and moderate overdrive, rarely venturing into high-gain territory. Learning to dial in this kind of "edge of breakup" sound teaches you a lot about amp gain staging and pick dynamics.

Did You Know?

Jeff Carlisi was classically trained before joining 38 Special, which heavily influenced his melodic approach to soloing. His ability to incorporate major scale intervals into pentatonic-based rock solos gives the band's leads a distinctive, uplifting quality.

The iconic intro riff to "Hold On Loosely" was co-written with Atlanta Rhythm Section guitarist Jim Peterik, who also co-penned "Eye of the Tiger" for Survivor. That riff is a great example of how a simple, well-constructed guitar hook can define an entire song.

Don Barnes and Jeff Carlisi often recorded with guitars panned hard left and right in the studio, creating a wide stereo image. If you're learning their songs, try listening with headphones to isolate each guitar part individually.

Despite their Southern rock roots, 38 Special's production on albums like "Wild-Eyed Southern Boys" and "Special Forces" leaned into a polished, radio-friendly sound. Producer Rodney Mills captured their guitar tones with a blend of close-miked cabinets and room ambience that still sounds great today.

Carlisi frequently used a Gibson Les Paul through Marshall amplifiers, but kept the gain lower than many of his contemporaries. This cleaner approach meant his picking dynamics and finger vibrato had to carry the expressiveness, not the distortion.

38 Special toured relentlessly through the late '70s and '80s, reportedly playing over 200 shows per year at their peak. This road-tested tightness is audible in their studio recordings, where the guitar parts lock in with almost live-performance energy.

Essential Albums for Guitarists

Wild-Eyed Southern Boys 1981

This is the album that contains "Hold On Loosely" and "Fantasy Girl," both of which are perfect for studying melodic rock soloing and dual-guitar rhythm arrangements. The guitar tones are warm and punchy, and every solo on this record is a lesson in serving the song while still being memorable. Great for intermediate players building their lead vocabulary.

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Special Forces 1982

Featuring "Caught Up in You" and "You Keep Runnin' Away," this album showcases 38 Special at their most polished. The guitar work blends clean arpeggios with overdriven hooks, and the lead breaks are slightly more adventurous than on previous albums. Excellent for learning how to transition smoothly between clean and driven tones within a single song.

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Rockin' into the Night 1979

The title track is one of the band's grittiest guitar moments, with a driving riff that sits perfectly in the pocket between Southern rock and arena rock. This album has a rawer, less produced feel than later records, making it ideal for studying how Carlisi and Barnes build energy through dynamics and guitar layering rather than studio polish.

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Tone & Gear

Guitar

Jeff Carlisi is most associated with a Gibson Les Paul Standard, often a late '70s model with stock humbuckers, which gave him that thick, sustaining lead tone. Don Barnes frequently played Fender Stratocasters and various Telecaster-style guitars for rhythm duties, providing the brighter, cutting tones that complemented Carlisi's warmer sound. This Les Paul/Strat combination is a classic dual-guitar pairing that covers a wide tonal range.

Amp

Marshall amplifiers were the backbone of the 38 Special guitar sound, particularly JMP and early JCM800 models. Carlisi ran his Marshalls at moderate gain settings, relying on the natural tube saturation of the power section rather than pushing the preamp into heavy distortion. The amps were typically set with mids around 6-7 and treble rolled back slightly, producing a warm, thick crunch that never got harsh or fizzy.

Pickups

Carlisi's Les Paul ran stock Gibson PAF-style humbuckers with moderate output, somewhere around 7.5-8.5k ohms in the bridge position. These lower-output humbuckers preserved pick dynamics and string clarity, which was crucial for his melodic lead style. Barnes's Stratocaster single-coils provided the snappy, bell-like clean tones heard in verses and arpeggiated passages, adding jangle and definition to the overall guitar mix.

Effects & Chain

38 Special kept their effects relatively minimal. A touch of analog delay (think MXR Carbon Copy or Boss DM-2 style) was used on lead lines to add depth without washing out the notes. Occasional chorus appeared on clean rhythm parts for added shimmer. For the most part, their tone came from the guitar-to-amp connection, with volume knob manipulation on the guitar handling the transition between clean and crunch. No heavy modulation or distortion pedals needed.

Recommended Gear

Guitar

Fender Stratocaster

Don Barnes wielded Fender Stratocasters for 38 Special's rhythm duties, exploiting their snappy single-coils for bright, cutting tones that complemented Jeff Carlisi's warmer leads. The Strat's bell-like clean voice provided the jangle and definition essential to their dual-guitar texture.

Guitar

Fender Telecaster

Barnes occasionally switched to Telecasters for their punchy, articulate character, adding extra snap to rhythm parts while maintaining the clarity needed alongside Carlisi's thick Les Paul tone. The Tele's bright presence cut through the band's Southern rock mix without competing with lead lines.

Guitar

Gibson Les Paul Standard

Jeff Carlisi's late '70s Les Paul Standard with stock PAF humbuckers delivered 38 Special's signature warm, sustaining lead tone. The moderate-output humbuckers preserved pick dynamics while feeding Marshall amps natural tube saturation for melodic, never-harsh crunch.

Guitar

Gibson Les Paul Custom

While not his primary instrument, a Les Paul Custom's thicker voice and slightly different character could provide tonal variation for Carlisi's leads. The Custom's added weight suits 38 Special's desire for thick, sustaining tones without sacrificing the clarity needed for melodic phrasing.

Amp

Marshall JCM800

The Marshall JCM800 became 38 Special's tone foundation, with Carlisi running moderate gain to exploit the amp's natural tube saturation in the power section. Mid-forward settings around 6-7 with rolled-back treble produced that signature warm, thick crunch heard throughout their catalog.

Pedal

MXR Carbon Copy Analog Delay

38 Special employed analog delay like the MXR Carbon Copy on Carlisi's lead lines, adding spacious depth and dimension without washing out note clarity. The pedal's warm, organic character fit their minimalist effects philosophy, letting great tone speak through uncolored delay.

How to Practice 38 Special on GuitarZone

Every 38 Special song page on GuitarZone includes a built-in Practice Toolbar. No app to download, no account needed. Open any song, then use the toolbar to slow the video to 0.5× speed, set an A/B loop around the exact riff you're working on, and jump between song sections instantly.

The toolbar appears automatically on every guitar tab, lesson, and cover page. Pick a song below, hit play, and start practicing at your own pace.

Practice Hold On Loosely - Guitar Lesson