Playing over chord changes Part One

Playing over chord changes is something that often intimidates guitarists. Its not really that hard to do. But you need a few tools for the job. You need to understand a bit of basic music theory, you need to know at least a few shapes for your basic scales, and you need to be able to see where the intervals are on the neck.

So here, we’ll have a look at all these things.

The first thing you need to get to know is the theory. Here we are talking about knowing what scale you can play over what chord. If you’re unsure, follow this link to an article on modes, which amongst other things, looks closely at intervals.

So I’ll assume you have at least a rough understanding of what’s contained in a chord, interval wise, and what you can add onto chords as extensions. Finally I’ll assume that you understand the idea that, knowing how chords can be extended, gives you the information for which scale will fit with which chord.

Also, I’ll assume you have a basic understanding of modes. If you’re unsure of this, follow this link to an article explaining modes. modes article

First things first.

The first thing you need to be able to do is play the chord tones for each chord as they arrive. This is something you should work at getting very good at.

So the first thing you should practice, is playing over a set of chord changes and just playing the chord tones for each chord. This is an essential skill, don’t underestimate its importance. But its only the first of your tools.

Finding the chord tones isn’t difficult if you know the intervals on the neck, even within on octave. Here is a diagram of the intervals between (within an octave).


In terms of where the intervals are, there are certain fretboard rules which are worth remembering. For example: There’s always a 5th below a root (same fret, one string down in pitch): Major 3rds are up a string(in pitch), back a fret etc… Keep in mind however, that the difference in tuning between the B and G strings means all such rules have to be shifted slightly between those two strings.I strongly suggest you commit this diagram firmly to memory. Without this, its like driving without a map, ie: be prepared to take some wrong turns (notes), if you can’t see what’s going on.

Once you are finding it quite easy to play over various sets of chord changes playing only the chord tones, you can start thinking about adding in some other notes ie: you can start to play some scales.

At this point its worth mentioning that this next step can be thought of in two different ways Its important that you can switch back an fourth between these two ways easily, while playing.

First of all you can think of the chord tones as your skeleton, and added notes as filling (flesh) in between the chord tones. Which notes you can fill in between the chord tones, depends on what notes can be added to the chord. So for example: adding a 4 (11) as part of your solo over a dominant chord, produces the same sound (for that moment in time) as playing a dominant 11th chord.

If you add in a few of these extra notes between the chord tones and you end up playing a scale.

The second way of looking at this is thinking about playing a different scale or mode over each chord and seeing the chord tones within that scale.

Don’t be tempted to think you can just play the scale without seeing the chord tones within it – this would be a big mistake. But then, if you’ve completed the above, ie: can play over chord changes playing the chord tones, then this won’t be a problem, because it will be easy to see them within the scales.

It is important that you can look at it both ways, equally and be able to switch back and fourth between the two as you play.

Choosing the scale.

A note of caution. If you get a set of chords to play over that are in one key, don’t be tempted to just stay in that key and play in that same scale over all the chords. Although this approach seems an easy option, that’s deceptive. In reality, as each chord changes, so does the root note and hence the sound of every note in your scale. If you are thinking of just the one scale over all the chords, you won’t be keeping track of the changing roots, and the changing sound of all the notes in your scale, as the chords change. If you change scale for each chord however, then you re-reference yourself to each new root note. In the long run this approach makes it much easier to keep track of the sounds of each note you play over each chord. And that’s the idea isn’t it?

There are some chord progressions or sections of a progression, such as a strong cadence (strong resolution to the key chord) where using the same scale for two or three chords sounds good. This should be reserved for those occasions where you come across a strong cadence, otherwise you should use a different scale for every chord.

So let’s have a basic look at what sort of scale choice you have over the three main families of chords.

Major Ionian (major scale)
Lydian (major scale with #4)
Major pentatonic

Dorian (minor scale with colourful major 6th)
Aeolian (minor scale with sadder b6th)
Minor pentatonic

Mixolydian (major scale with b7 melodic sounding)
Dorian (similar to above but with jazzy/bluesy edge)
Aeolian (jazzy with a touch of the east)
Minor pentatonic (the blues sound)
Major pentatonic (more of a rock or country sound)

I’d like to stress that the above descriptions in brackets are just examples of how a lot of people hear these scales. You may hear these differently which is fine. This is just a guide and by no means meant as a definitive explanation of what each mode sounds like. The important thing is that you get to know these sounds for yourself.

However, there is general agreement about which of these scales fit with which chords as listed above. Though there are more scales that can be played over these chords (particularly the dominant) than listed here, this is a good starting point. Once you can use these scales with ease, you can add in some more scales if you like.

It is important that you can see the chord tones instantly within any mode or scale you choose. This is important for many reasons. For example, if you get an altered dominant chord like C7(#5) you can play a Mixolydian scale and simply sharp the fives in the scale. This is easy if you can see the chord tones in your scale (and other intervals for that matter, though once you can see the chord tones, seeing the other intervals in the scale is pretty quick).

So the next thing to practice is choosing and playing an appropriate scale for each chord in a progression, and within that scale concentrating on the chord tones as your target notes.


Cm7, Fm7, GM7, Abm7, BM7

Below the chords are examples of scales that could be played over each of these chords. The Roman numerals refer to the mode number.
I=Ionian (major scale)
II=Dorian (minor scale with M6)
IV=Lydian (Major scale with #4)
VI=Aeolian scale (minor scale with b6)

For more information on modes click here for the article on modes modes article.

However, I must emphasise the importance of seeing (and hopefully hearing) the chord tones within these scales. The chord tones should bee seen as the target notes within the scale, or the framework within it. This isn’t to say of course that you’ll necessarily play the chord tones over a given chord (though it is very likely), but they should be there as a framework visually and for your ear.

In the chord progression above for example, you might play a 2 (not a chord tone) over the Cm7 chord and sustain it over the whole chord. However, its essential that you know what that’s going to sound like before you do it. In general, the chord tones are good target notes that will bring out the sound of the chord and give the other notes in your scale context.

You can of course not think of any particular scale at all, but instead just think of the chord tones as a framework. From there you can add in other notes as you hear them. In effect you’re playing a scale, but you’re not thinking in terms of scales. This is another important approach to playing over chords and one you should become familiar with.

The important thing is that you can switch around between these various ways of looking at it. If you understand what’s going on well enough (and I highly recommend you do), its not difficult to move from one way of seeing it to the other.

Most modern players move easily back and fourth between these ways of looking at the situation, depending on what they are playing and hearing at the time.

To sum it all up.

1) Learn your theory ie: chord construction and extension, modes and scales thoroughly.

2) Learn to see the intervals and scale shapes on the fretboard.

3) Practice playing over chord changes (with the chords on tape, sequenced, or live behind you) using only the chord tones for each chord.

4) Practice playing a different scale (eg: an appropriate mode) over chords changes. Make sure you’re seeing the chord tones in the scales.

5)Learn the sounds of all the usable intervals over major, minor and dominant chord types.

In Part two we look at connecting together the chords in a progression with your soloing.

I give lessons via Skype, contact me about setting up a lesson here.

All content © copyright 2011 Mark Wingfield, Dark Energy Music Publishing