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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


| 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.


  • 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 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. The notes you would want to play over E7 in this case are:

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

and E7 will most likely resolve to AMaj, 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 | Bmin | E7 | AMaj7

You have successfully gone from CMaj to Amaj! 🎉

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.

Secondary Dominant Chart:

sound: "Altered"
extenions: [b9, #9, 11, b13]
bII bIII7 bVI7 bVII7
sound: "Lydian Dominant"
extension [9, #11, 13]
sound: "Mixolydian" / "Lydian Dominant" - I usualy think of Jerry Garcia playing Fire on The Mountain for this one.
extension [9, 11/#11, 13]
sound: "Whole Tone"
extensions: [9, #11, b13]
V7 (not the secondary dominant, really depends on the tune)
sound: "Rainbow"
extensions: [b9, 9, #9, 11, #11, b13, 13]


  • 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

  • if you don't know the notes to play for a measure, hit the chord stylistically with a cool rhythm

  • keep it simple, focus on thirds, fifths, and sevenths

  • practice to a metronome at slower speeds

Further Reading

The Demystification: Science and Mathematics for Guitar by Nathan Foley

Amazon Link: The Demystification: Science and Mathematics for Guitar by Nathan Foley

For a more in-depth look at these topics, check out Nathan Foley's book listed above. It goes much deeper than this post, especially if you are a guitarist. I cannot recommend this book enough for anyone trying to understand the fretboard.