How to play changes

Personal Experiences

I started improvising on guitar well before I learned what changes were or how to read music. My first experiences with improvising were playing boomer bends and licks over I-IV-V blues songs with my Dad at the Roadhouse in St. Louis. At the same time, I was jamming over everything from Nirvana to Phish in the back of David's Guitar Loft.

Eventually, I had to wake up for combos and big band every morning for high school at 0-hour (7 am) before the "real" classes began. Often in combos, we would play everything but the tune assigned to us. We would sneak in swing versions of Freedom by RATM while the band director was busy trying to get through to other sleepy students. We also naturally split off into bands performing long meandering improvised jams in each other's basements.

Back at school, I tried out for both mid-state jazz band and the jazz at the bistro all-stars. These auditions did not go well. For the mid-state audition, I failed to get a single note out 😅. I was very nervous and terrible at sight-reading.

Somehow, This didn't stop me from pursuing a musical education. I got a minor in music at Belmont University and made JB 1 my second year.

With that out of the way, here are some of the important things that got me through it all.

The theory

Modes

| c | d | e | f | g | a | b | Ionian, CMaj7, Major scale
| d | e | f | g | a | b | c | Dorian, Dmin7
| e | f | g | a | b | c | d | Phrygian, Emin7
| f | g | a | b | c | d | e | Lydian, Fmaj7
| g | a | b | c | d | e | f | Mixolydian, G7
| a | b | c | d | e | f | g | Aeolian, Amin7, Minor Scale
| b | c | d | e | f | g | a | Locrian, Bdim

If you skip every other note C, E, G, B etc. you get the chord for that scale. All of the chords you find in this chart are in the key of C.

A good tune to practice playing your modes over is "So What" by Miles Davis. This is also an excellent tune to introduce you to changes because it has a half-step key change.

Inversions

start with triads (C,E,G) on the first three strings (guitar). Learn the inversions for maj, min, aug, dim.
add the seventh and repeat through all the strings.

You will be playing chord melodies in no time 😎

Scale degrees and Extensions

You can label every note in the key of C as scale degrees.

| 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| c | d | e | f | g | a | b |

Extensions alternate notes from 9 to 13

9 is the second note of the scale played an octave up

11 is the fourth an octave up

13 is the 6th played an octave up

|   | 9 |   | 11 |   | 13 |   |
| c | d | e | f  | g | a  | b |

You can add these extensions to chords for extra color.

These extensions are a continuation of the every other note pattern that makes the base chords like CMaj7.

This pattern is how you get chords like CMaj9.

| c |   | e |   | g |   | b |  | d (octave up) | CMaj9

Secondary Dominants

Secondary dominants are a common way to use chords to change key centers in a tune. These are dominant 7 chords that voice-lead to the new key. It is typically the 5th of the new key. For example, G7 leads to CMaj. Dominant seven chords have a gravitational force that pulls you to the new key. What helps the changes sound smooth is playing the compatible extensions on these dominant chords.

What the chart below means by III7 (V7/vi) is if the third chord in a key is a dominant seventh chord instead of what the listener is expecting (min7) play the notes in the dominant 7 triad with the extensions provided.

In C, instead of getting Emin7 (third chord of C Maj) they get an E7. E7 is the V7/vi, it resolves to Am. The notes you would want to play over E7 in this case are:

(E, G#, B, D) with extensions of (F [b9], C [#9], D# [#11], C [b13])

and E7 will most likely resolve to Amin, our new key center.

Try jamming over these changes by arpeggiating the notes of each chord and sprinkling the E7 extensions over E7 for more color.

Dmin7 | G7 | CMaj7 | Bmin7b5 | E7 | Amin7

You have successfully modulated using a ii-V-i! 🎉

Try making other chord progressions with different scale degrees as the secondary dominant. The pattern above is called a ii-V-i and is very common in jazz. To make more interesting lines try mixing arpeggios with scale runs or chromatic passing tones, and don't forget to use your secondary dominant extensions.

Extension Intervals (semitones above chord root)

| b9 | 9 | #9 | 11 | #11 | b13 | 13 |
|  1 | 2 |  3 |  5 |  6  |  8  |  9  |

Secondary Dominant Chart (in the key of C)

II7  (V7/V),    D7  → G   , "Mixolydian" or "Lydian Dominant", [9, 11, 13] or [9, #11, 13]
I7   (V7/IV),   C7  → F   , "Mixolydian" or "Lydian Dominant", [9, 11, 13] or [9, #11, 13]
VI7  (V7/ii),   A7  → Dm  , "Altered",                         [b9, #9, #11, b13]
III7 (V7/vi),   E7  → Am  , "Altered",                         [b9, #9, #11, b13]
VII7 (V7/iii),  B7  → Em  , "Altered",                         [b9, #9, #11, b13]
bII7 (SubV7/I), Db7 → C   , "Lydian Dominant",                 [9, #11, 13]
IV7  (V7/bVII), F7  → Bb  , "Mixolydian",                      [9, 11, 13]
bV7  (SubV7/IV), Gb7 → F   , "Whole Tone",                      [9, #11, b13]
bIII7 (SubV7/ii),  Eb7 → Dm , "Lydian Dominant",               [9, #11, 13]
bVI7  (SubV7/V),   Ab7 → G  , "Lydian Dominant",               [9, #11, 13]
bVII7 (SubV7/vi),  Bb7 → Am , "Lydian Dominant",               [9, #11, 13]

Mixolydian or Lydian Dominant, V7/V (D7 → G) and V7/IV (C7 → F)

These two secondary dominants live in a dual world. Both Mixolydian and Lydian Dominant work, they just give different colors.

Mixolydian (9, 11, 13) is bluesy and uncomplicated, I usually think of Jerry Garcia playing Fire on The Mountain for this one. The extensions are all diatonic, they sit inside the parent major scale without alteration. On most dominant chords the natural 11 (a half step above the 3rd) is an avoid note, but in a mixolydian context the chord functions more as a modal sound than a hard V-I resolution.

Lydian Dominant (9, #11, 13) is brighter and more sophisticated, think Steely Dan. The lydian dominant scale (4th mode of melodic minor) raises the 11th to avoid the clash with the major 3rd while keeping the 9 and 13 natural.

D7 → G can sound like a bluesy mixolydian vamp (Dead, Allman Brothers) or a sophisticated lydian dominant approach (more Steely Dan). Context and genre determine which fits better.

Tritone Substitutions, Lydian Dominant

All tritone subs share the same lydian dominant color (9, #11, 13). The #11 is the telltale, it signals "I'm a sub, not a regular dominant." Each tritone sub replaces an existing secondary dominant, resolving down by half step instead of down by fifth.

bII7 (SubV7/I), Db7 → C. This is the definitive tritone sub. Db7 and G7 share the same tritone (F and B), so Db7 can substitute for G7 resolving to C. The #11 of Db7 is G, the root of the V7 it replaces. Db lydian dominant and G altered share the same parent scale (Ab melodic minor).

bIII7 (SubV7/ii), Eb7 → Dm. The tritone sub of A7 (V7/ii). Where A7 altered pulls to Dm with dark tension, Eb7 lydian dominant slides down a half step to the same target with a bright, lifted color.

bVI7 (SubV7/V), Ab7 → G. The tritone sub of D7 (V7/V). Instead of D7 dropping a fifth to G, Ab7 slides down a half step. This is common in jazz reharmonization, replace II7 → V with bVI7 → V for a more chromatic bass line.

bVII7 (SubV7/vi), Bb7 → Am. The tritone sub of E7 (V7/vi). The backdoor ii-V (Fm7 → Bb7 → Am or Cmaj7) uses this chord.

Altered, V7/ii (A7 → Dm), V7/vi (E7 → Am), V7/iii (B7 → Em)

These resolve to minor chords. The altered extensions reflect the harmonic minor scale of the target key. Take V7/ii = A7 → Dm, thinking in D harmonic minor, A altered gives us Bb (b9), C (#9), Eb (#11), F (b13). All of these notes exist in D melodic or harmonic minor.

The natural 11 is not used here, it sits a half step above the major 3rd of the dominant chord and clashes. The #11 creates the right kind of chromatic tension that wants to resolve. The b9 is the telltale of the altered sound, creating a diminished quality against the root.

Whole Tone, SubV7/IV (bV7), Gb7 → F

This one is unique. Gb7 is the tritone sub of C7 (V7/IV), resolving down a half step to F. Like all tritone subs it shares its tritone (Bb/E) with the dominant it replaces, but where C7 → F can sound mixolydian or lydian dominant, the whole tone color on Gb7 gives the approach a completely different character.

The whole tone scale has no half steps, every note is equidistant, so there's no strong pull in any direction. The whole tone scale (Gb, Ab, Bb, C, D, E) naturally produces a dom7 chord with extensions 9, #11, b13. There's no perfect 5th, it's replaced by #5/b13 (D), giving the chord an augmented quality. The #11 (C) is the tonic of the parent key.

Altered would give b9 and #9 which imply a minor-key resolution. Lydian dominant would give natural 13, but the whole tone scale produces b13. The combination of natural 9 + #11 + b13 is uniquely whole tone, it doesn't come from any mode of melodic or harmonic minor.

IV7 (V7/bVII), F7 → Bb
sound: "Mixolydian"
extensions: [9, 11, 13]

V7 (not a secondary dominant, depends on the tune)
sound: "Rainbow"
extensions: [b9, 9, #9, 11, #11, b13, 13]

Hearing the color

The goal isn't to memorize which extensions go where, it's to hear the color:

Mixolydian sounds like home turned dominant. It's the blues. No surprise notes.
Lydian Dominant sounds like it's floating above the key. Bright but not inside. The tritone sub sound.
Altered sounds like maximum tension. Dark, chromatic, pulling hard toward resolution.
Whole Tone sounds shimmery and symmetrical. Directionless, floating with no strong pull.

Some tunes to listen for these sounds:

Fire on the Mountain (Grateful Dead), mixolydian dominant vamp
Blues turnarounds, I7 → IV7 → V7, all mixolydian dominant sounds
Steely Dan, frequently uses II7 with #11 for that polished, lifted sound
Autumn Leaves, E7 → Am, textbook altered secondary dominant (V7/vi)
Girl From Ipanema, Db7 in the bridge, lydian dominant tritone sub
Lady Bird (Tadd Dameron), tritone subs with lydian dominant extensions
Blue Bossa, A7(b9) → Dm, altered secondary dominant (V7/ii)
Stella by Starlight, loaded with altered dominants resolving to minor chords
Monk's Dream (Thelonious Monk), whole tone runs over dominant chords
Any minor ii-V-i: Bm7b5 → E7alt → Am, the E7 carries all the altered extensions
Any backdoor ii-V: Fm7 → Bb7 → Cmaj7, where Bb7 (bVII7) has a lydian dominant quality

Ear Trainer - Playing Changes, practice hearing these sounds with further examples and listening exercises.

Tips

I find it best to think about modes when there are simple key changes like "So What" or in most jazz fusion settings.
Secondary dominants with arpeggios and extensions are a better tool for bebop style changes and songs with rhythm changes or ii V I changes.
Learning how to walk bass will help navigate changes via arpeggios and passing tones. This can be a good fallback for a solo.
Don't be scared to use chromatic notes that fall outside of the recommended extensions, especially if they are used in off beats or passing tones.
A convincing rhythm or phrasing can cover up "wrong" notes.
Steal rhythms from bebop songs like Donna Lee or Joy Spring
You are always a half step away from a "correct" note - Victor Wooten
keep it simple, focus on thirds, fifths, and sevenths. These are your "guide" tones.
practice to a metronome at slower speeds. I am really talking to myself here.