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II-V-I: Playing over the changes

This is Mike's "knowledge chest". This is were he stashes lessons that are in the works, conversation from other forums related to theory, as well as details about many area's of theory and guitar.

II-V-I: Playing over the changes

Postby mikedodge » Mon Apr 07, 2008 9:27 am


To "play over the changes" first forget playing over "chords". The changes that are happening are KEY changes, not CHORD changes.

Arpeggio's are one thing, but chord functions and how to treat them are where a lot of the "jazz sound" comes from. Sure you have the chords in front of you and you can follow them with arps or scales, that's the "one-dimensional" approach. It's very usable, but after one or two passes, it'll be obvious you don't have too much more to say than you already did.

Things turn into jazz when you understand a few other dimensions...chord functions, chord substitutes, chromatics, swinging the beat, etc...

To play over changes you first need to pick out Keys, what chords belong to what Key. And, when the Key changes, what's the chords function is in the Key. You are not necessarily playing over "chord changes" but "Key changes" and the functions of the chords within the Key.

If you stayed in one Key throughout a whole song...there's no "changes" going on. You would be in one Key, all the chords relate to the each other Diatonically using the same notes. The only way to get a "jazz sound" here is to look at chord functions...but again, no REAL Changes going on.

But, as soon as that Key changes...if you remain in the old Key it usually isn't going to sound very good, so you HAVE TO change Keys. And you need to look at the chords of this new Key and their functions.

Now there are VERY COMMON progressions found in almost every tune (especially Jazz standards) that you find all over the place...the ii-V-I, the vi-ii-V-I, I-IV-V, iii-ii-I.

Funny things is once you get into it, with functions and subs, you'll see they all do pretty much the same thing...they find a smooth transition BACK TO THE I CHORD. And a lot of times they can be played over using the same concepts.

Most of the time they "cycle back through the Circle of 5th's". They use "cadences", (if you're not aware of both the Circle and cadences, I will show them but, get on the Internet and look up more info on them, they explain a lot) Look at the Circle of 5th's...


Pick the Key of C Major (right at the top)...

If you want to play a ii-V-I move three steps clock wise from C on the circle...you land on D, make that a minor chord, so Dm...from D move one step counter clockwise to G, make that a major chord, so G...now move one step counter clockwise from G, moving "Back to" C.

So a ii-V-I in the Key of C Major is, Dm-G-C.

So a ii-V-I uses three chord in succession back pedaling up the Circle of 5th's "back to" the I chord.

Ok, now look at the vi-ii-V-I progression...we'll stay in C...and start with C on the Circle...

Move up 4 notes clock wise from C...to A, make that a minor chord, Am. Now move back one from A to D and make it a Dm, now move back one more the G and make it a G Major chord, and then one more to C and make it C Major.

Now you have Am-Dm-G-C, which is a vi-ii-V-I in C Major.

Using the Circle you can start ANY WHERE, work your way back through the Circle making each group of 3 notes a ii-V-I and you'll cycle through "CHANGES".

One thing that makes all of this even stronger is, make the ii chord a m7, the V chord 7 (dominant chord) and the I chord a maj7...so in the Key of C you'd have Dm7-G7-Cmaj7. This will help you state the Key stronger.

Check this, starting to the left of C...on the F note...

||: Fm | Bb7 | Ebmaj7 | Ebmaj7 | Abm7 | Db7 | F#maj7 | F#maj7 | Bm7 | E7 | Amaj7 | Amaj7 | Dm7 | G7 | Cmaj7| Cmaj7 :||

Notice how every three chords (every four bars) the Key changes, and each little ii-V-I keep moving itself back to the Imaj7 of it own Key. There are MANY ways to connect these, and they all sound pretty much right, and usable.

I'm not sure if that example is a real jazz tune on not, but I know for certain it was/is a way people practiced "PLAYING THROUGH CHANGES"...again, not CHORD changes, but KEY changes.

Now try this with the example above, when you finish all the way through to the last Cmaj7, jump to the note just left of the F you would originally have repeated...and then continue through more ii-V-I's...so after Cmaj7 go to Bbm7-Eb7-Abmaj7...then keep moving back through the Circle in the same manner...like so...

||: Fm | Bb7 | Ebmaj7 | Ebmaj7 | Abm7 | Db7 | F#maj7 | F#maj7 | Bm7 | E7 | Amaj7 | Amaj7 | Dm7 | G7 | Cmaj7| Cmaj7 | Bbm7 | Eb7 | Abmaj7 | Abmaj7 | Dbm7 | F#7 | Bmaj7 | Bmaj7 | Em7 | A7 | Dmaj7 | Dmaj7 :||

You can tie this of at the end with Dm7-G7-Cmaj7 like so...

|| Fm | Bb7 | Ebmaj7 | Ebmaj7 | Abm7 | Db7 | F#maj7 | F#maj7 | Bm7 | E7 | Amaj7 | Amaj7 | Dm7 | G7 | Cmaj7| Cmaj7 | Bbm7 | Eb7 | Abmaj7 | Abmaj7 | Dbm7 | F#7 | Bmaj7 | Bmaj7 | Em7 | A7 | Dmaj7 | Dmaj7 | Dm7 | G7 | Cmaj7 | Cmaj7 ||

NOW, try it all starting anywhere and using a vi-ii-V-I progression, still just back pedaling through the Circle of 5th.

A I-IV-V is looking at the Tonic, let's stick with C as I, the IV is F which is one note to the left of C on the Circle and then the V, G, is one note to the right of C on the Circle...

So, guitar wise, and pitch wise, when playing ||: C | F | G | C :|| (pretty much King Of the Road)...it seems like you move UP from C to F, then UP from F to G, then DOWN from G to C...but "Circle wise" you are move DOWN from C to F, then DOWN from F to G, then DOWN from G to C...DOWN also means BACK, so you are again "back pedaling" or back cycling through the Circle of 5th's.

Now here's you task as you try to tackle "PLAY THE CHANGES"...

Go back to the ii-V-I examples and figure out what Major Key each of the ii-V-I's is from, start by playing the Major scale of the Key over it's chords, then when you next set of chords comes up, CHANGE KEYS to the new Major scale.


The next step to having it sound like Jazz is to learn how to treat the "function" of each chord in the Key. This will allow you progressively ENHANCE the sound of everything MOVING BACK TO THE I CHORD.

After that there are plenty of others things that can help you play over the changes even more deeply...but these are the basic fundamentals to get down first...recognition and understandi
Last edited by mikedodge on Mon Apr 07, 2008 9:32 am, edited 1 time in total.
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Postby mikedodge » Mon Apr 07, 2008 9:28 am

Part 2:

Take all those ii-V-I's and after playing the Imaj7 chord, keep the same Root and change it to a ii7 chord and continue through the Circle in the ii-V-I fashion.

MANY MANY MANY jazz tunes have adopted this idea...hears what I'm talking about...

||: Fm | Bb7 | Ebmaj7 | Ebmaj7 | Ebm7 | Ab7 | Dbmaj7 | Dbmaj7 | Dbm7 | F#7 | Bmaj7 | Bmaj7 | Bm7 | E7 | Amaj7| Amaj7 | Am7 | D7 | Gmaj7 | Gmaj7 | Gm7 | C7 | Fmaj7 | Fmaj7 :||

The amount of tunes the use the Imaj7 tot he m7 using the same Root is countless.

But again...it's nothing more than finding a smooth router BACK TO THE I CHORD.

NOW...change your Major scale over that progression and the Major scale to Major scale change is going to sound great. But again...after a few passes it will get old...new to you for a while...but old shortly.
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Postby mikedodge » Mon Apr 07, 2008 9:28 am

Part 3:

[FONT="Courier New"]How to PLAY over those changes...we'll stick with the last example because it's a MUST sound to get under your belt...and if you keep repeating it essentially never ends.

||: Fm | Bb7 | Ebmaj7 | Ebmaj7 | Ebm7 | Ab7 | Dbmaj7 | Dbmaj7 | Dbm7 | F#7 | Bmaj7 | Bmaj7 | Bm7 | E7 | Amaj7| Amaj7 | Am7 | D7 | Gmaj7 | Gmaj7 | Gm7 | C7 | Fmaj7 | Fmaj7 :||

We are going to "stay in Key", so we'll play notes from the Major scale of the current Key for each ii-V-I, when the Key changes, we'll move to the correct Major scale for the new Key.

To start, you can repeat this line for each new Key, moving it into the new Key each time...

For the first | Fm | Bb7 | Ebmaj7 | Ebmaj7 | we'll take notes from the Eb Major scale and create a continuous line/melody/phrase...each note gets the duration of one beat...so each note = one beat, four notes = four beats = one measure...each Key is lasting for 4 bars right??? SO, hold the last note for the duration of two measure, this will help you get your bearing for the next Key and start the riff over in the next Key...like so

Code: Select all

       Fm7              Bb7                Ebmaj7


The thing that makes this so effective is...each measure start on the 3rd of the chord...so each time we play a new chord, we start it's line on the 3rd of the chord. This "strengthens" the chord movement. But, we are still really doing nothing more than using the Eb Major scale to play over the three chords. So let's look at the next Key change...

So for the next KEY CHANGE...changing from the Key of Eb Major to the Key of Db Major...we can play this....

[FONT="Courier New"]
Code: Select all

       Fm7               Bb7               Ebmaj7

       Ebm7             Ab7              Dbmaj7

Just so you can get your bearings...what's happening here lead/line/phrase wise is...each new line will start ONE WHOLE STEP lower than where the previous one started.

So you just keep moving this line down one whole for each new Key.

Cool huh???

Once you have your bearings on that, let's expand the line to MAKE THE CHANGE from the maj7 chord to the new m7 in the new Key...it will give us LONGER lines...still each note gets one beat, but we'll playing through the Imaj7 chord directly into the new m7 chord...like this...

[FONT="Courier New"]
Code: Select all

       Fm7               Bb7               Ebmaj7

       Ebm7             Ab7              Dbmaj7


Now again, just keep moving the whole line down one whole step to fit the next Key. But, as you can see in this last example...your new Key falls right in the same location as where you are playing for the new Key...so even though you're moving the whole line down one whole step...you pretty much stay right where you are currently playing.

Now move that line through each of the Keys in the chord progression posted above moving your line into each new Key.

This is the cool sound of "FALLING into the Key" or "TARGETING the next Key". You kind of set yourself up so you don't have to make a skip and a jump to get to the next Key. There are MANY variations on this that should be explored.

This is JUST the beginning because all we are looking at here is "the Key Change" and moving with it. The next big thing that will change EVERYTHING is looking at chord functions and how to treat/approach them.
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Postby mikedodge » Mon Apr 07, 2008 9:29 am

Part 4:

Let's look at a little bit of the chord function with these ii-V-I progressions. The best place to start is the V7 chord. To keep this simple we will look at the V7's function in the Key of C Major, so we will deal with G7 primarily.

Chord functions can be a REALLY deep discussion, we won't go that deep.

There a couple of rules/thoughts/concepts/theories you can use with the V7 of a progression.

First the V7 is often referred to as the "Dominant 7th Chord". Now while a lot of people called ANY 7th chord a Dominant chord, the word Dominant really only stands for a chord when it functions as the V or the V7 of a Key. And it's also very apparent when the I chord follows after the V7 chord.

But people, including myself, will speak of any 7th chord as a Dominant chord, and we all kind of "know what we are talking about"...essentially a Major triad with a b7 include.

But, function wise chords naturally navigate to other chords. The ii chord is a "sub-dominant" of sorts as it sounds like it wants to move to a Dominant chord (V7), and a Dominant chord is likely to want to move to a Tonic chord (the I chord). Like all these chords are used to move back to the I chord.

If we kind think of the word "Dominant" as being the V of the chord we are moving to you can see that in the Key of C using Dm-G-C as a ii-V-I, that D is the 5th of G, and then G is the 5th of C, and then we land at C. Again this reminds us of the "back pedaling" through the Circle...D -> G -> C, right?

Function wise it's considered Sub-Dominant -> Dominant -> Tonic when used in this order. This is what makes that progression so strong. Moving back through the Circle is also what makes this progression so strong...so "resolving".

"Resolving", that word kind of ties up the whole progression for me, it truly resolves, finds it's home, etc...when you get back the I chord, you're home.

The reason for this resolve, and the area we'll look at, is the V7 to I progression, or better yet: the cadence.

There are few different cadences in music theory but the Perfect Cadence is the sound of V7 resolving to the I chord.

The reason for this is that the M3 of the G7 chord (B) "resolves" UP to C, the Root of the Key. That B to C movement is what makes going from G, or G7, to C sound so strong.

Although, to have "resolve" you have to have "tension" first, or there no reason to resolve, right?

The V7/G7 chord has a Tri-tone in it. This tri-tone creates tension on it's own. The tri-tone is made up of the Intervals of the b7 and the M3 in the V7 chord. In G7 it's the F note and the B note within the chord.

Once this tension is in place it needs to be resolved...ok, it doesn't NEED to, but this "tension and resolution" is the basis of almost all mass listenable Western Music. Sure people use that tension in MANY different ways, but for the ii-V-I, the Perfect Cadence, and most of the music we've heard in our live...most music boils down to the V-I cadence.

If you play the b7 and the M3 in the G7 chord and look at what happens to those notes when you move to the closest note found in the C chord, you find the B moves UP to C, and the F moves DOWN to E or UP to G. F moving to E will give better resolution but both are used to achieve the same effect.

The B note is considered the "leading-tone" as it is the note that leads us back to the Root of the I chord. SO the Perfect Cadence really happens with the leading-tone (B) moving to the Root of the I chord (C).

So the Tri-tone in the V7 chord helps us resolve to the I chord, it's is the "sound" behind the Perfect Cadence...and the sound we are going to use to take this "playing over changes" to the next level.

Ok, back to the Dominant 7th chord, those rules/thoughts/concepts/theories I mentioned...

One is "altering" the V7 chord. Because of the tension of the V7 chord you can start mashing other "out of Key" notes in it to give it MORE tension. These notes are the b5, #5, b9, and #9.

This tension they create along with the V7 chord is almost ambiguous...meaning that instead of calling a chord G7#5b9, G7b5#9, G7b5b9, etc...we can simple call it G7alt. How you alter it is up to you. You can mix or mash any of those altered notes against the chord and achieve the same affect.

By adding these alterations you only strengthen the point to want to resolve.


||: Dm7 | G13 G7alt | Cmaj7 | Cmaj7 :||

You hear it walk it's way home to Cmaj7. Here's the chords to show you what I'm talking about, plug them into the progression...

Code: Select all

    Dm7       G13    G7alt     Cmaj7


Hear the movement in in the upper three string and look at each note individually how it moves to the until it's resolved...it's walking home.

Two, the other way to open up the progression is to use Chord Substitutes. There are tons of ways to sub chords, especially Dominant chords.

There's a common substitution rule people use called the "b5 substitute", or the "Tri-tone substitute". This is where you can substitute any Dominant Chords (ANY 7th chord in this case) with another 7th chord whose Root is a 5b (or a Tri-tone) away from the original 7th chord.

So, for G7 play a Db7 instead. This will work perfect...

||: Dm7 | Db7 | Cmaj7 | Cmaj7 :||

Now you've created a chromatic walk of the Root notes of each chord...D Db C.

The Db7 adds a serious amount of tension and the Cmaj7 resolves it.

Now interchange the two 7th chords...

||: Dm7 | G7 Db7 | Cmaj7 | Cmaj7 :||

Anything you do will sound fine.

If you get wise and think..."well if I can sub a 7th chord a b5 from my chords...hmmm, what's the b5 sub of the Db7?" It turns out to be G7 again. So, you only get one b5 sub...BUT....try altering that Db7 chord and you again start strengthening the tension. But in reality you are building a chord that's bringing you back closer to the original G7.

Notice that the Tri-tone in G7, F the b7 and B the M3 also exist in the Db7 chord, the B=b7 and the F=M3...so it's like their roles are reversed.

Three, look at the Tri-Tone in the G7/V7 chord, F to B, or B to F...the space/Interval between the notes is a Diminished 5th, or a b5. This is the Interval that is at the strength of Diminished chords...which are also one of the most inbred tension chords available.

The Tri-Tone allows us to be "symmetrical". What this means is you can use the other Tri-tone companions to create a Diminished chord. If you are familiar with Diminished chords you'll know they contain the Tri-tone, and they consist of m3 Intervals played as chords. The Tri-tone allows us to use a Diminished chord based on the Tri-tone...and replace our V7 with the new Diminished chord!

You can refer to this as the "diminished sub".

So, and other substitutions for G7 are: Fdim7, Abdim7, Bdim7, and Ddim7.

They all include the same Tri-tone notes from the G7 chord.

SO, mix and match them in the progression...

||: Dm7 | Abdim7 Fdim7 | Cmaj7 | Cmaj7 :||

Or play a different dim7 chord for each beat of the second measure....

||: Dm7 | Fdim7 Abdim7 Bdim7 Ddim7 | Cmaj7 | Cmaj7 :||


||: Dm7 | Fdim7 Bdim7 Abdim7 Ddim7 | Cmaj7 | Cmaj7 :||

Ok, so now we have the "altered", the "b5 sub", and the "Diminished sub" to create more sounds, more movement, more tension going back, or resolving, to the I chord.

Now you have CHANGES without having to change the Key so often.

Now let's look at some even deeper thinking on "all the above"...

Four, anything that is a 7th chord functioning as the V7 or Dominant 7 of the Key can also be looked at as a 9th chord, so always try G9 and Db9 as it's substitute.

Also, start to draw comparisons between chords by looking a fragments/pieces of the chords you have...look at the G7alt chord in "concept ONE" above...

G7alt (more specifically G7#5b9)


Can you see that the upper four string looks like the Db9 substitute if we throw a Db on the bottom???



And, if we use those same four strings using the Ab (b9) that the Diminished and Altered subs gave us, it makes a nice Abm6...


So now we can view that one G7 chords MANY MANY ways...

THESE ARE CHANGES to a static "In Key" progression. Since there are so many ways to deal with that V7 chord, it sounds almost like Key Changes within the same Key...even though it's not...that's what all this tension brings to the table...and it it's using notes/Intervals are aren't in Key, or ARE out of Key....these are "the outside notes".

Next, "how would I solo over this?", "what scales do I use now?"...I'll work on getting that complete...now that you know what "changes" are.
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Postby mikedodge » Mon Apr 07, 2008 9:29 am

Part 5:

A few ways I like playing the ii-V-I (only really changing the V7 chord):

||: Dm7 | Db9 | Cmaj9 | Cmaj9 :||

||: Dm7 | Abm6 | Cmaj7 | Cmaj7 :||

||: Dm7 | Abm | Cmaj7 | Cmaj7 :||

||: Dm7 | G7#5b9 | Cmaj9 | Cmaj9 :||

||: Dm7 | Fdim7 | Cmaj7 | Cmaj7 :||

||: Dm7 | Db9 Abm6 G7#5b9 G7 | Cmaj7 | Cmaj7 :||

||: Dm7 | G7#5b9 G7#5b9 Fdim7 Db9 | Cmaj7 | Cmaj7 :||

||: Dm9 | Db9 | Cmaj7 | CMaj7 :||

It's really endless, just use every possible one from the previous Part and also look at these I just posted as ONE long continuous progression that keeps changing how the V7 is handled.

Also. go back to the long progression of moving through the Circle of 5th's and change how you play that V7 chord on every one. This is will help you burn it into you brain ;)
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Postby mikedodge » Mon Apr 07, 2008 9:30 am

Part 6:

Ok, so how DO you play over the changes???

Well, if you take the lines in Part 3 and keep most of the notes and change things rhythmically you'll get some good sounds. Depending on how much you "hear" and how daring you are you will get a few really good passages going to get a good solo started. Maybe swing the notes, just mix them up, there's always a few things you can do that can make the Major scale lines sound good.

But now you need the meat and potato sounds of playing over the ii-V-I.

There's are a few common ways to approach this...

For a ii-V-I in C Major play a C Major scale for the Dm7 and the Cmaj7. Actually when starting out "think" D Dorian over Dm7 and a Cmaj7 arpeggio over the Cmaj7 chord. That will take you a long way over those chords.

For the G7 play/think Db7 and Abm arpeggio's. Either of these two will seriously break up the sound of playing a C Major scale over the entire progression. Plus, these two chords/arpeggio's bring out all the Altered notes and still carry the Tri-tone notes of F and more importantly B (which is the M3 of the G7 chord).

Here's a line that uses a Db7 arp for the G7 chord...each note gets a beat, two measure hold on the last note...

Code: Select all

    Dm7            G7           Cmaj7

Notice that last one was NOT a prefect cadence. This one resolves to the Root of Cmaj7.

This next one is using the Db7/Db9 notes...resolving to the M3 of Cmaj7.

   Dm7            G7           Cmaj7


Again, no perfect cadence.

This next one plays a straight Abm arp resolving to the 5th of Cmaj7.

   Dm7            G7           Cmaj7


Here's the same line with a line in front of it using some chromatics and moving around the neck a bit more...

   Dm7                G7                 Cmaj7                         Dm7            G7             Cmaj7

Without having discussed it yet, and only looking at things as chords, Key's, and a few alterations and sub's...what really happening scale wise over that G7 chord is we are using the Ab Melodic Minor (or the Ab Jazz Minor) scale.

The Ab Jazz Minor scale contains Ab Bb Cb Db Eb F G Ab

Against the G7 chord this gives us, in order: b9 #9 M3(Cb=B) b5 #5 b7 R b9

So it contains ALL the altered notes, COOL!!!!

Thinking of it as a scale that you run up and down doesn't really produce many too many good licks, but spacing the notes out some...as we do with arps, the scale has A LOT of possibilities.

Code: Select all

Here's a chordal idea out of the Ab Jazz Minor...

    Dm7 Dm9    G7            Cmaj7


There's a ton more to cover. I'll be back, but that ought to keep you busy for a long time...I know does me ;)
Last edited by mikedodge on Mon Aug 11, 2008 11:05 am, edited 1 time in total.
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Postby mikedodge » Mon Apr 07, 2008 9:30 am


[QUOTE=Stash Jam;21216877]thanks a lot for taking the time to write all this out! One quick question for ya...if you're playing a ii V I in a band setting how does altering & subbing the V chord work. Like for instance If the piano is playing the straight progression
Dm7>G7>Cmaj7, and I play (on guitar) Dm7>Db7>Cmaj7 is that gonna clash or does the fact that the B & F notes are in both G7 & Db7 make it all good? I have sort of a follow up too but I'll see what your take is on this first.[/QUOTE]

Good question. I was acually going to do a follow up on this...

The biggest thing you can do is listen. Because you are going to definitely clash if someone else is playing the 5th statically as you are playing the b5 or #5.

For guitarist, for jazz guitarist specifically, they've adopt a much smaller "block" type over chord. This has been going on forever...

When comp'ing for a soloist, play only the Root, 3, and 7 of the chord your playing.

In Jazz the maj7, m7, 7th, etc...are very common and make things sound full.

But, if you know anything about chord construsion and playing chords on guitar, the 5th Interval is one that can be left out completely without changing the characteristic on the desired chord.

So, "comp'ers" use these chords that only contain the R, 3, and 7 (whether that be a M3 or a m3, a M7 or a b7 all depends on the desired chord).

Here's a few...


G--9-- = M3
D--9-- = M7
E--8-- = R


B--5-- = M3
G--4-- = M7
A--3-- = R


G--10-- = b3
D--10-- = b7
E--10-- = R


B--6-- = b3
G--5-- = b7
A--5-- = R


B--12-- = M3
G--10-- = b7
A--10-- = R


G--4-- = b3
D--3-- = b7
E--3-- = R

Now in reality, so far anyways, the only thing we've been altering is the G7/V7, but you can see in that G7 chord that by only playing the R, M3, and b7 the 5's and 9's can be exploited by you.

Now the other thing is, and thisis the listening part...even though some plays the 5 and chord you are going to alter, you can still get away with it by using it as a passing note in a line.

But if someone is playing a chord with the 5 or the 9 in it, and you play a chord with an altered 5 and/or 9 over his chord, yeah there's going to some clashing going on. So, listen...and if you are in a band, discuss it with the other player.

Here's a great site tht explains the block/comp'ing chords: http://www.geocities.com/BourbonStreet/3573/lessons.html

Read the Blues to Jazz, and the Swing Chords links.

As far as you recording the chords then trying to play some of this stuff over them, definitely play the block chords for your rhythm track.

Hope that helped.
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