What do famous guitarists do after climbing to the top of their field, having contributed to literally hundreds of the most influential jazz, rock and pop records of the past 30 years? Well, if you ask Larry Carlton and Steve Lukather, the answer is: They turn up the amps, load their guitar chops with grit and start jamming.

Yes, that's Carlton, the accomplished studio musician who has long turned out light, groovy, smooth jazz, and Lukather, the singer and guitarist for the definitive late '70s/early '80s mainstream rock group Toto.

Their shows at the Blue Note, Tokyo, the first week of April were packed with not radio-format predictability or guitar-god pretenses, but the rollicking excitement of performers more interested in creating honest, heartfelt music than in status or acceptability. The wildly applauding fans were hardly interested in any historico-critical perspectives, they came to enjoy their powerful, bluesy sound -- and got what they came for.

"We seem to have hit a nerve with this project," said Carlton with typically humble understatement. "We cherish the chance to play what we feel.

Carlton and Lukather's lead guitars soar over the crack rhythm section of bass, drums and keyboard to create direct, deeply felt music that opens its arms wide and brings everyone right in.

"We took a cue from the jam-band scene," Carlton explained, "then we added our years of experience to create a high level of musicality."

"We had no rehearsals," Lukather said, jumping in, "but just picked the songs and played. We wanted to find that raw intensity. The music is not overly worked out, but it's real. Very real."

Their April 5 show started off with "The Pump," the perfect choice to warm up Carlton and Lukather's fingers (and the audience's adrenal system) with a chest-thumping bass line. The song has a flip-it-over, double-edged structure that gives plenty of room for both of them to stretch out into their own distinct improvising styles.

Both Carlton and Lukather have developed a rough, edgy sound for this project, having rasped off the enervated smoothness of the recording studio to find the joyous core of the music. Lukather's exuberance and Carlton's concentration derive from two electric guitar greats -- Les Paul and Jimi Hendrix. Seldom have the influences of both been together onstage with such worthy exponents.

Lukather's wilder solos have a loud, upfront vigor to them, while Carlton explores the melody's intimacy, working up and down a song's subtle interior chords like a true craftsman. With envious admiration, Lukather stated the obvious: "Larry can say more in a whisper than with something loud."

On Carlton's phenomenal chording for his composition "It Was Only Yesterday," the rest of the band could only hold back and shake their heads, chuckling in appreciation, hesitant to accompany the incredibly complex changes Carlton walked through with ease.

But on the Hendrix tune, "Red House," Lukather took the reins, whipped the pace to a sweat-drenched gallop and punched out some dynamic vocals. His solo launched into the most blistering blues of the night.

Not to be outdone, Carlton answered with equal fire, showing how complicated a blues scale can be. The result was almost two songs in one. Despite the differences in technique, tone and direction, their consistently clicked-in interaction rescued the tunes from being a mere study in contrasts or a grandstanding guitar battle.

More than anything, their differences helped create a spontaneity of interaction, constructively challenging each other to move toward the unexpected. "We're not competitive onstage," Carlton emphasized. "It's all about instinct and feeling."

Or as Lukather summed it up: "It's ripping when it's ripping, quiet when it's quiet."

After playing warmup catch with the lead line of each song, they hang back to leave each other as much space as possible to just jam. They listen to each other, adding encouraging digs and pushes at just the right moment. "I can chill, but when there's a vibe happening, I jump right in!" said Lukather.

"Really what you're hearing is the joy of two buddies that click, onstage and off. That joy really comes across," admitted Carlton.

Those not lucky enough to catch the shows need not despair. Their recently released CD, "No Substitutions: Live in Osaka," recorded at the Blue Note Osaka in 1998, captures well the spontaneous combustion of their show.

The songs chosen for the CD balance intensity and reflectiveness. With all their chops, neither Lukather nor Carlton ever overplay to appeal to guitar lick-crazy fans. Instead, they strive for a more comprehensive approach to their improvisations, blending blues, jazz and rock into a fusion that forces the musicians to, as Carlton points out in the album's liner notes, check their egos at the door.

Asked what they love about their project, Lukather frowns. "The music business today is so manufactured," he said. "It's all about packaging. It's nice for a change not to think so much, to just get lost in it."

Picking up the thread, Carlton said, "We can't help but participate in the music business, but the opportunities seem fewer to play with this looseness."

Let's hope the opportunities to hear them play will be many more in the future.