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This book goes out to you- the
motivated musician, ready to
learn and willing to take action.
Get ready to ignite your jazz skills.
FOR C INSTRUMENTS
© LEARN JAZZ STANDARDS LLC- ALL RIGHTS RESERVED
CONTENTS
Read This First!................................................................................................. 7
Meet Me................................................................................................................... 8
What You Will Learn.................................................................................................. 8
How to Get the Most Out of This Book....................................................................... 9
Note for C Instruments............................................................................................ 10
Important Terms............................................................................................. 11
Before We Start: 3 Key Jazz Theory Concepts to Crush It

on These Jazz Standards............................................................................. 12
Understanding Guide Tones................................................................................... 12
Understanding Secondary Dominants..................................................................... 15
Understanding Backdoor Dominants....................................................................... 17
Learning to Improvise with Theory vs. the Ear.......................................................... 21
The Jazz Standard Studies.......................................................................... 22
Jazz Standard Study #1: There Will Never Be Another You............. 23

Concert Keys and Transposing for Your Instrument.................................................. 23
Chord Map............................................................................................................. 25
Guide Tones.......................................................................................................... 28
Chords Analysis..................................................................................................... 29
Main Takeaways..................................................................................................... 34
Improv Lesson #1: Using Target Notes to Compose Solos........................................ 35
Target Note Map............................................................................................. 36
There Will Never Be Another You (Composed Solo)........................................... 38
Highlighted Target Notes................................................................................. 40
Jazz Standard Study #2: Someday My Prince Will Come................. 42

Chord Map............................................................................................................. 44
Guide Tones.......................................................................................................... 47
Chords Analysis..................................................................................................... 48
Main Takeaways..................................................................................................... 53
THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 3

Improv Lesson #2: Using Rhythmic Motives to Develop Your Jazz Lines................... 54
Rhythmic Motives (Just Rhythms)..................................................................... 56
Rhythmic Motives (With Notes)......................................................................... 58
Jazz Standard Study #3: Tune Up............................................................. 60

Chord Map............................................................................................................. 62
Guide Tones.......................................................................................................... 65
Chords Analysis..................................................................................................... 66
Main Takeaways..................................................................................................... 71
Improv Lesson #3: Spicing Up Your Jazz Lines with Chromaticism........................... 72
Lick #1: No Chromaticism................................................................................ 73
Lick #2: Adding Chromaticism......................................................................... 74
Lick #3: A Little More Chromaticism.................................................................. 74
Lick #4: Chromatic Exaggeration...................................................................... 75
Lick #5: Short Chromatic ii-V-I.......................................................................... 75
Jazz Standard Study #4: Just Friends..................................................... 76

Chord Map............................................................................................................. 78
Guide Tones.......................................................................................................... 81
Chords Analysis..................................................................................................... 82
Main Takeaways..................................................................................................... 87
Improv Lesson #4: Making Pentatonic Scales Musical.............................................. 88
Pentatonic Note Map....................................................................................... 89
Transposed Pentatonic Motif............................................................................ 90
Minimal Movement Motif.................................................................................. 91
Pentatonic Motivic Development...................................................................... 92
Jazz Standard Study #5: Take the A Train............................................. 93

Chord Map............................................................................................................. 95
Guide Tones.......................................................................................................... 98
Chords Analysis..................................................................................................... 99
Main Takeaways................................................................................................... 102
Improv Lesson #5: Applying the Lydian Dominant Over Isolated #11 Chords.......... 103
Bebop Lydian Dominant Lick......................................................................... 104
“Skipping Rock” Lick..................................................................................... 105
Mystery Motivic Development Lick.................................................................. 105

Drunken Triplet Lick....................................................................................... 106
Stuttering Interval Leap Lick........................................................................... 106
Descending Lydian Dominant Pattern Lick...................................................... 107
Jazz Standard Study #6: Days of Wine and Roses........................... 108

Chord Map........................................................................................................... 110
Guide Tones........................................................................................................ 113
Chords Analysis................................................................................................... 114
Main Takeaways................................................................................................... 118
Improv Lesson #6: Employing the Use of Bebop Scales and Phrasing.................... 119
Days of Wine and Roses Etude...................................................................... 125
Jazz Standard Study #7: Alone Together............................................ 128

Chord Map........................................................................................................... 130
Guide Tones........................................................................................................ 133
Chords Analysis................................................................................................... 135
Main Takeaways................................................................................................... 140
Improv Lesson #7: Creating Melodic Themes with Copy and Paste Motives............ 141
b7-5-b7/9-b7-5-3........................................................................................... 143
b7-5-b3-11/3-R-b7-5...................................................................................... 143
R-b3-5/R-9.................................................................................................... 143
b3-5-b7-R/13-R-11-3...................................................................................... 144
Jazz Standard Study #8: Solar................................................................. 145

Chord Map........................................................................................................... 146
Guide Tones........................................................................................................ 147
Chords Analysis................................................................................................... 148
Main Takeaways................................................................................................... 150
Improv Lesson #8: Combining the Melodic Minor With Triplets................................ 151
Melodic Minor Map........................................................................................ 156
Solar Etude................................................................................................... 157
Jazz Standard Study #9: What is This Thing Called Love.............. 159
Chord Map........................................................................................................... 161
Guide Tones........................................................................................................ 163
Chords Analysis................................................................................................... 164

Main Takeaways................................................................................................... 167
Improv Lesson #9: 4 Ways to Approach Half Diminished Chords............................ 168
Scale 1: The Locrian Mode............................................................................ 168
Scale 2: Locrian #2........................................................................................ 169
Scale 3: Minor Pentatonic Up a Minor 3rd........................................................ 170
Scale 4: Harmonic Minor a Whole Step Down.................................................. 171
Jazz Standard Study #10: The Girl From Ipanema............................ 173

Chord Map........................................................................................................... 175
Guide Tones........................................................................................................ 178
Chords Analysis................................................................................................... 179
Main Takeaways................................................................................................... 185
Improv Lesson #10: Navigating the Bridge with Chord Tones
and the Relative Major.......................................................................................... 186
Chord Tone Outlines...................................................................................... 187
Lines Starting With Different Rest Lengths....................................................... 188
Wrapping Things Up................................................................................... 190
Premium Jazz Courses............................................................................... 192
Acknowledgements..................................................................................... 193
About the Author......................................................................................... 194
Terms of Use.................................................................................................. 195

READ THIS FIRST!
It’s not uncommon for me to hear from musicians, especially those look-
ing in from the sidelines, that jazz music seems difficult to play. The
complicated chord progressions and technical barriers leave some dis-
couraged.
While I don’t argue that learning to play jazz and becoming a great
improviser isn’t challenging, it’s not near as hard as some would like to
believe.
At the end of the day, if you learn jazz standards, they will teach you
how to play this music. You don’t have to know hundreds of them, and it
doesn’t have to be overwhelming.
All you need to do is learn one, absorb and understand it, and move on
to the next. That’s why in all of my courses and books I include jazz rep-
ertoire as part of the program.
In The Jazz Standards Playbook Vol. 1, I introduced what I call my “10
Master Jazz Standards.” These are jazz standards that I believe have
core lessons in them that once understood, will open up the doors to
many other jazz standards.
Most of the jazz standards in that book were chosen for the basic har-
monic concepts that they possess, while only a few delved into more
complex harmonic structures.
This book, The Jazz Standards Playbook Vol. 2, takes a look into ten more
jazz standards that contain more important harmonic lessons. Many of
these lessons were not present in the last book. Some build off of past
lessons learned, and others begin to look deeper into the complexities
of jazz theory.
But my goal is simple: I don’t want you to continue believing that learn-
ing jazz is too difficult! I’m here to help serve you and help you under-
stand how these jazz standards work. Understanding these jazz stan-
dards solves the mysteries of hundreds more.

Meet Me
In case you don’t know who I am, I think it’s important to introduce you
to myself. After all, we’re going to be spending a lot of time together, so
you might as well get acquainted!
My name is Brent Vaartstra. I’m a professional jazz musician (guitarist)
based out of New York City. I actively gig around here and have written
some other music books for companies like Hal Leonard.
But I’m best known for being the jazz musician behind the internationally
followed website Learn Jazz Standards.com, which is a blog, podcast,
and videos geared towards helping musicians learn jazz. I have helped
hundreds of thousands of musicians around the world, and I’m excited
to help you too!
What You Will Learn

This book revolves around ten jazz standards studies. I chose these ten
jazz standards because they are packed full of harmonic lessons that
you will find in hundreds of other standards.
In many ways, these ten are a continuation from the first ten I covered in
The Jazz Standards Playbook Vol. 1. However, you certainly don’t need to
have gone through that book to take away all of the lessons from these ten.
The primary goal of this book is not just to help you learn these particular
jazz standards, though I hope you do. It is to teach you the lessons that
they have to offer, which will ultimately help you understand jazz impro-
visation better.

So, what exactly do I provide for you in this book? Here’s a quick list:
PPA bio and suggested recordings of each jazz standard

PPA “Chords Map” to help you learn the chord progressions and
which notes make up each chord.
PPA “Guide Tones Chart” to help you identify the defining notes
in each chord and how they connect together.
PPA full “Chords Analysis” marked with roman numerals and col-
or-coded to help you understand how the harmony works.
PPAn “Improv Lesson” to teach you an improvisational concept

that either relates directly to the jazz standard or is imple-
mented over it.
Melodies are not provided, primarily due to copyright reasons. However,

I always advise my students to learn melodies by ear off of recordings.
In fact, I would not advise learning melodies with sheet music at all. This
is one of the reasons I provide recommended recordings of each jazz
standard.
Along the way there will be all kinds of jazz theory lessons from basic to
more advanced, all helping you to understand how these jazz standards
work. You’ll also find lots of exercises, examples, and pieces of music for
you to practice and take action on.
How to Get the Most Out of This Book

I’ve created this book so that you can treat it as an evergreen resource,
or you can start from the beginning and work through the end.
I wrote this book to build chapter to chapter. For example, some of the lat-
ter Improv Lessons may include concepts discussed in previous Improv
Lessons. However, you can still treat this book as a resource and refer to
particular jazz standard studies whenever in need.
Here’s something really important: Regardless of whether you are tak-
ing The Jazz Standards Playbook Vol. 2 Companion Course along with
this book, I want you to take action.

The course was specifically designed to help you take action on the
Improv Lessons in this book. But even if you aren’t in the course, you can
still take action on the Improv Lessons and other elements.
Set yourself up for success and make a plan. Be sure to play through all
of the exercises and examples I provide. I composed them for specific
purposes to benefit you. Take on the assignments I give in the Improv
Lessons. You can do this!
IMPORTANT NOTE: Almost every piece of notation has recorded

audio mp3’s associated with them. I have provided them for you in
the download folder you received this pdf in.
But also, many of the examples can be listened to by clicking the
notation in the book, and the audio file will open in your browser so
you can hear it. If a piece of notation does not open up an audio
file, it means audio accompaniment was not necessary.
Note for C Instruments:

This book is written for all melodic instruments. In other words, the mate-
rial isn’t written for your instrument specifically. It is composed in such a
way that everyone can get immense value out of it. I’ve made a point to
create examples and exercises that respect the ranges of most instru-
ments, but in some cases, you may feel the need to bring some things
down or up an octave.
The notation has already been adjusted for your version. You may or may
not also see markings on some notation that indicate the audio recording
is played in a different octave. No worries! None of this will hinder your
learning process.

IMPORTANT TERMS
In this book, depending on the version, there may or may not be some
terms used within the musical notation that you will want to know. This
is a quick list of terms you may see that will set you up for success and
help avoid confusion.
Parent key: refers to the major or minor key as represented in
the key signature. The key the composition is based on.
Tonic: the first note of a scale degree or chord of a key center.
Diatonic: involving only notes related to the prevailing key with-
out chromatic alteration.
Recorded 8va: this means that the accompanying recording of
the given exercise is one octave higher than written on the staff.
This may or may not be noted depending on your book version.
Recorded 8vb: this means that the accompanying recording of
the given exercise is one octave lower than written on the staff.
This may or may not be noted depending on your book version.
Recorded 15ma: this means that the accompanying recording
of the given exercise is two octaves higher than written on the
staff. This may or may not be noted depending on the book ver-
sion.
Recorded 15mb: this means that the accompanying recording
of the given exercise is two octaves lower than written on the
staff. This may or may not be noted depending on your book
version.
Opt. 8va or 8vb: this means the marked part on the chart can be
played an octave higher or lower than written in the case that it
violates the range of your instrument.

BEFORE WE START: 3 KEY JAZZ
THEORY CONCEPTS TO CRUSH IT
ON THESE STANDARDS
Throughout this book, we are going to be analyzing these jazz standards
and taking in-depth looks at how they work. While we will talk about the
more musical sides and creative approaches to these jazz standards,
we will be digging into a lot of the music theory behind them.
In general, I will cover new concepts and terms as they arise in the jazz
standard studies, but certain concepts will appear time and time again.
Before we jump into the studies, I want to start by addressing these.
Understanding these three key jazz theory concepts will give you a leg
up on these jazz standards and help you start crushing it on them right
out of the gate!
All three of these concepts I covered in-depth or briefly in The Jazz Stan-
dards Playbook Vol. 1, but it’s important that we touch base on these
and look into them further. If these are a review for you, please still read
through them, and if these are new to you, take notes.
Understanding Guide Tones

As one of your core resources for each jazz standard study, you will get
a Guide Tones Chart. So it is of particular importance that you under-
stand what guide tones are and why they are important.
What are Guide Tones?


Guide tones are notes within a chord structure that both help define a
chord, and can be used to transition to another chord melodically.

I’ll demonstrate in just a second, but first, you must understand why
being able to identify guide tones within a chord are important.
One of the most common questions I get is “how do I make the
chord changes come out in my solos?”
I always tell the story of when I went to a master class by the great jazz
guitarist Bruce Forman when I was in high school. I remember he started
the master class by simply improvising by himself with his guitar.
He didn’t play a melody, and he didn’t play any chords. He was just
improvising single note lines. But everything he played sounded like a
brilliant stream of musical ideas that perfectly outlined a set of chord
changes.
Bruce Forman didn’t need to play chords. He knew which notes were
important in each chord and therefore could resolve to them and tie
them together without even having to think about it.
I knew just by hearing him improvise that he was playing the jazz stan-
dard “All the Things You Are” by Jerome Kern. At the time, this was a
revelation for me. I was awestruck that someone could construct such a
musical solo and pack it full of all the harmonic information I needed to
identify which song it was.
The key to achieving this is knowing how to outline the chord changes
in your improvisation. There are many different ways to do this (some of
which we will discuss in this book), but guide tones are the fundamental
place to start
In jazz, the guide tones are almost always the 3rds and 7ths of each
chord.
Let’s take a look at a ii-V-I in C major for example:

The 3rds and 7ths define the chords in this progression. 7th chords are
built: Root-3rd-5th-7th.
The root is never altered, and the 5th is never altered unless it is a half-di-
minished or fully diminished 7th chord. Even still, the 5th is not a strong
note in the chord.
But the 3rd and 7th are pivotal in defining whether a chord is major, minor,
dominant, half-diminished, or fully diminished.
The next example shows this exact same progression with the guide
tones played melodically and with voice leading.
What is Voice Leading?


Voice leading is the smooth melodic movement of notes (or voices)
from one chord to the next.
Notice how the 7th of each chord resolves to the 3rd of the next chord. It
happens to work perfectly this way because the chords are cycling in
4ths. But the basic concept is that the closest step-wise motion you can
make from the 7th of a chord in this ii-V-I, is the 3rd of the next.
That’s voice leading.
All of the Guide Tone Charts in this book utilize voice leading the 3rds
and 7ths of each chord, so make sure you understand the basics of how
this works. If this is new to you, don’t worry! You’ll get the hang of it as
you progress through the Guide Tone Charts in the different jazz stan-
dard studies.
Guide tones by themselves are not musical of course. But they are a
starting point for bringing the chord changes out in your solos.

Understanding Secondary Dominants
One harmonic concept that you are going to see come up quite often
throughout the jazz standard studies is the use of secondary dominants.
Because they are so prevalent in these standards, I want to make sure
you understand what a secondary dominant is before going into them.
What’s a secondary dominant?


A secondary dominant is when a dominant 7th chord acts as a V chord
of a diatonic chord other than the tonic. We call this “tonicization.” This
means the chord the secondary dominant precedes now sounds like a
new tonic to the listener.
If this sounds like rocket science to you, don’t worry! I’m going to make
sure this is clear.
To make things simple, let’s use a very common chord progression in
jazz, the I-vi-ii-V in the key of concert C major.
This is what I would call a “diatonically perfect” chord progression, mean-

ing, each chord plays its proper function within the diatonic key center.
The I chord is major, the vi chord is minor, the ii chord is minor, and the V
chord is a dominant 7. No alterations are happening in this progression.

But when we add a secondary dominant to this chord progression, it
looks like this.
Refer back to the definition of secondary dominant and see if you can
figure out what is happening before you read on.
Okay ready?
In this case, the ii chord (Dmin7) is being tonicized by the VI chord which
has been transformed from a minor 7 to a dominant 7 chord. So to the
listener, the ii chord is now sounding like a new momentary minor i chord
(as if we are in the key of D minor).
Of course, we aren’t in the key of D minor, we are still in concert C major.
But by making the minor vi chord a dominant VI chord, we are now cre-
ating what we would call a “V of ii,” meaning, the VI chord is now acting
as a V of the ii chord.
This isn’t so hard to understand as long as you know how chord progres-
sions work and understand that the most powerful chord progression in
all of music is the V-I.
To drive the point home, let’s look at one more example of using
secondary dominants.
First, take a look at this iii-vi-ii-V in its original state.

The iii chord is minor, the vi chord is minor, the ii chord is minor, and the
V chord is a dominant 7. But what happens if we take secondary domi-
nants to the extreme and tonicize every chord?
In this case, we have turned every minor chord into a dominant 7 chord.
While none of these dominant 7 chords truly resolve (typically you would
resolve to a major or minor chord), they still function as secondary dom-
inants.
The E7 is functioning as the V of vi, the A7 is functioning as the V of ii,
and the D7 is functioning as the V of V.
It is not uncommon to see a cycle of dominant 7 chords like this in jazz
standards. You will see V of vi, V of V, and others throughout our studies,
so it’s important that you understand the concept and know how to iden-
tify secondary dominants.
Understanding Backdoor Dominants

Another harmonic circumstance you will observe quite often in this book
is the backdoor dominant.
This one is a little more complex than the secondary dominant, but once
you understand the basics, you’ll recognize them right away when you
see them in jazz standards.
What’s a backdoor dominant?


A backdoor dominant is a dominant 7th chord that substitutes the V7 chord
for a bVII7 chord approaching the I chord by a whole step. This works be-
cause the bVII7 has a lot of notes in common with an altered V7 chord.
Example: Bb7-Cmaj7

Let’s start by looking at our basic ii-V-I chord progression in the key of
concert C.
We already know that the V-I is the most common, powerful progression
found in music. In jazz, we add the ii chord before the V, so the ii and V
exist to resolve to the I.
But a backdoor dominant approaches the I chord differently. Take a look
at this.
Pay close attention to the Bb7. This is the backdoor dominant. Its rela-
tionship to Cmaj7 (the I chord) is bVII.
So if you see a tonic major 7 chord being approached by a dominant 7
chord a whole step down, you can automatically assume it is a backdoor
dominant (unless proven innocent).
Additionally, the Fmin7 is serving as a kind of ii chord proceeding the
Bb7 (although we will go over an alternative way of looking at this in a
second).
It’s almost as if Fmin7-Bb7 is a ii-V in the key of concert Eb major. How-
ever, it resolves to a Cmaj7. I like to call this a backdoor ii-V.
But why does this work?

The point of a backdoor dominant is that it replaces the V chord of the
tonic. In this case, instead of G7 resolving to Cmaj7, Bb7 is resolving to
Cmaj7. Bb7 is replacing the G7.
Take a look at these two chords side-by-side.
Notice that I am comparing the Bb7 to a G7(b9). This is because it better

defines the notes in common.
More importantly, adding a b9 to a dominant 7 chord is a popular way to
add tension and resolution to a V chord that resolves to a I chord.
Bb7: Bb-D-F-Ab
G7(b9): G-B-D-F-Ab
You can easily observe notes that are in common and notes that are not
in common. To understand better, let’s compare each note of the Bb7 to
the G7(b9).
Bb = #9 of G7
D = 5th of G7
F = b7 of G7
Ab = b9 of G7
Essentially the Bb7 sounds like an altered G7 chord. But what makes it
sound slightly strange and unfamiliar to the ears is that there is no 3rd of
the G7 present (B natural), which would be the grounding note for our
ears.
Another way to look at a backdoor dominant is borrowing from the
parallel minor.

To understand that, you should know what parallel keys are.
What are parallel keys?


Minor and major scales or keys that share the same tonic are called
parallel keys.
Example: C major- C minor
So let’s take a look at our chord progression again, this time considering
that the backdoor dominant is being borrowed from the parallel minor.
Bb7 is the diatonically correct dominant bVII of C minor. Fmin7 is the

minor iv chord of C minor. So a backdoor dominant can be viewed as
being borrowed from the parallel key of the parent key you are in.
A backdoor dominant is both a borrowed chord and a chord that is
meant to resolve.
This should give you a basic understanding of how backdoor dominants
work. If this is still confusing to you, don’t worry!
You will see them pop up many times throughout the jazz standard stud-
ies and this will become clearer over time.

Learning to Improvise with Theory vs. By Ear
Before we jump into the jazz standard studies, I feel like I must make
sure you understand the difference between using theory to improvise
and playing by ear.
Music theory, which can be used to understand jazz harmony and impro-
visation, is what this book primarily focuses on. Music theory is the more
left-brained way of understanding music and helping us become better
jazz improvisers.
Understanding the intellectual side of how harmony and improvisation
work is really important, and every aspiring jazz musician needs to spend
some time on it. That’s why I’ve created this book for you!
However, music theory alone is not going to get you there.
Learning jazz standards, solos, and licks by ear are an essential part
of becoming a great jazz improviser. Outside of those things, it’s also
important to spend time composing and creating your own musical ideas.
Using your ear and playing by ear is the cornerstone of jazz improvisa-
tion, so I don’t want you to be misled into thinking that understanding
jazz theory is all you need.
At the end of the day, I recommend a balanced approach to your jazz
practicing. This is why I created my flagship course 30 Steps to Better
Jazz Playing to help musicians work on all of the things they need to
improve in balanced, bite-sized practice sessions. You may want to con-
sider that the next step after this book.
However, throughout the studies, I have intentionally created improv les-
sons that will force you to use your ear and think creatively, rather than
just intellectually.
The brain learns best when it combines the best of both worlds, and that
is truly what is required to have success as a jazz improviser.

THE JAZZ STANDARD STUDIES
Let’s start diving into these ten jazz standards! I have each of these
studies in a specific order because I believe the lessons learned build
on each other. However, you can still jump between them as you wish.
Keep in mind that these songs have valuable lessons to teach us about
jazz repertoire and music in general. By analyzing and learning from
these, we can apply these concepts to just about any other jazz stan-
dard.
These jazz standards were picked for our studies because of the melodic,
harmonic, and rhythmic information they possess. Here are the things
we will cover in each jazz standard study:
PPA brief bio of the song.

PPSuggested recordings to listen to.
PPA Chords Map to identify the chords and chord tones.
PPAn in-depth analysis of the harmony.
PPA Guide Tones Chart.
PPA unique Improv Lesson to help you improvise over it.
I’m excited to jump into these, and I know you are too. So let’s not waste
time. Let’s dive right in!

NO
JAZZ STANDARD STUDY
1 There Will Never Be Another You
I want to kick off our jazz standard studies with There Will Never Be
Another You because it is a fantastic study of typical diatonic jazz har-
mony.
I want to give us a lighter start to this book, as many of the jazz standards
don’t have perfect functioning diatonic harmony. In addition, if you hav-
en’t gone through The Jazz Standards Playbook Vol. 1, this will help give
you some footing.
There Will Never Be Another You is a fantastic tune. It’s commonly called
at jazz jam sessions and casual jazz gigs, so you’ll want to have this one
in your repertoire for sure!
There Will Never Be Another You Bio:

There Will Never Be Another You was written by Harry Warren with lyrics by Max
Gordon for the 1942 20th Century Fox musical “Iceland.” The original version fea-
tures Joan Merrill as vocalist accompanied by Sammy Kaye and His Orchestra.
It has a 32-bar form and an A-B1-A-B2 form. This means the two A sections are
identical, but the B sections starting in bar 9 and 25 are variations of each other.
This standard is commonly played in the key of concert Eb major.
Concert Keys and Transposing for Your Instrument

NOTE: Whenever I talk about “commonly played keys” throughout
this book, I am referring to the concert keys that jazz musicians
most commonly play these jazz standards in. These are not nec-
essarily the original keys, but the keys you will need to know these
songs in if you want to play them with other musicians.

The last thing I want to mention regarding this is regardless of what
instrument you play, you should know what the concert key is. Depend-
ing on what version of this book you purchased, it has been left original
or transposed to fit the key of your instrument. So if you are a Bb tenor
sax player, the key you will be looking at There Will Never Be Another
You in is F major (a whole step up from the concert key).
If you are an Eb alto sax player, you will be seeing C major (a minor 3rd
down from the concert key). If you play a C instrument like piano or gui-
tar, you will be playing in Eb major as is.
The takeaway here is if someone calls There Will Never Be Another You
at a jam or gig in concert Eb major, make sure you know what that means
for you and your instrument.
Suggested listening

Joe Pass from “The Capitol Jazz Vault Series”
Lester Young from “Jazz In The Village: Lester Young’s

Ballads”
Ella Fitzgerald from “North Sea Jazz Legendary Concerts”
Chet Baker from “30 Famous Chet Baker Love Songs”
Keep in mind, this is one of those songs that has been recorded by many
of the greatest jazz artists ever to live. These are a good starting place,
but I highly suggest researching more versions on your own.
Let’s take a look at the Chords Map, which includes the chord changes,
the chord tones in each chord, and a basic piano voicing and guitar
voicing.
You’ll also see the Guide Tones Chart (as explained at the beginning of
the book).
The Chords Analysis will follow, and I’ll soon be going into further depth
on that.

There Will Never Be Another You
Guide Tones
b b
b 4 E maj7
˙ ˙
D min7 ( 5)
˙
G 7 alt
&bb 4 ˙ ˙ ˙ n˙ ˙
b b7
C min7 B min7 E
b
&bb ˙ ˙ ˙ ˙
b˙ ˙ ˙ b˙
b b7 b
A maj7 D E maj7 C min7
b b˙ ˙ ˙
&bb ˙ ˙ ˙ ˙
˙
b7
F7 F min7 B
b ˙ ˙ ˙ ˙
& b b n˙ n˙ ˙ ˙
b b
E maj7 D min7 ( 5) G 7 alt
b ˙ ˙ ˙
&bb ˙ ˙ ˙ n˙ ˙
b b7
C min7 B min7 E
b
&bb ˙ ˙ ˙ ˙
b˙
˙ ˙ b˙
b b7 b b b
A maj7 D E maj7 A min7 ( 5) D 7( 9)
b b˙ ˙ œ œ
&bb ˙ ˙ ˙ ˙ œ #œ
b b7 b7 b
E maj7 A G min7 C7 F min7 B E maj7
b œ œ ˙
&bb œ bœ œ œ nœ œ œ œ œ œ ˙

The important thing for you to keep in mind as we go through these jazz
standard studies is there is more than one way to analyze a jazz stan-
dard. Because I want to give you as much as context as possible, I have
two approaches:
1. Color coding: I provided color codes for different sections of each

jazz standard so you can visually start dissecting it. Each color
represents something different, and we’ll go over what each color
means for every chords analysis.
2. Roman Numerals: Underneath the staff, I provide the roman nu-

meral harmonic analysis of each section and provide notes. This
is the classic way of analyzing harmony to understand the role a
chord progression plays.
Armed with both of these tools, I’ll break down the analysis into smaller
chunks to help you understand it better.
Let’s start by discussing what each color represents for There Will Never
Be Another You.
Blue = Eb major (the parent key)
Red = C minor (the relative minor)
Green = Ab major (the IV of the parent key)
Purple = G minor (the iii of the parent key)
Here’s something important that I want you to understand about har-

mony:
To understand the function of a chord, you must look at both the
chord that comes before it and after it.
That’s something I want you to keep top of mind as we go through each
analysis. You can’t just look at a chord by itself and decide how to impro-
vise over it. You need context.
Let’s take a look at the first section.

We start off with the tonic of the parent key center which is Eb major.
In bar 3 it transitions into the relative minor. Remember at the begin-
ning of the book when we talked about secondary dominants? This is an
example of a secondary dominant being put to use.
It’s labeled ii-V of vi because the ii and V aren’t related to the key center.
You could argue that the Dmin7(b5) is the vii chord of Ebmaj7, but this is
where we need to look at what chords come before and after.
Context is key.
The G7 is the chord that defines this as a secondary dominant progres-
sion. Dmin7(b5)-G7 is clearly a ii-V in the key of C minor. This is why it is
color-coded red.
However, with secondary dominants, it’s important to understand the
relationship to the parent key, which is why that progression is labeled a
ii-V of vi.
Moving forward to bar 7, we see a green color code, which represents
the IV chord of the parent key. Once again, a secondary dominant pro-
gression is unfolding.

The ii-V of IV, of course, resolves to the IV chord of the parent key center
in bar 9.
The Db7 in bar 10 is the chord worth scratching our heads over. Is it
related to the Abmaj7? Is it related to the Ebmaj7?
This is where you can start looking at things in multiple different ways.
I’ve color-coded it green, meaning it could be thought of as the IV7 dom-
inant of the IV. But as you see in the roman numerals, I’ve labeled it a
bVII7 of the parent key.
This chord is really functioning as a back-door dominant to the I chord.
See why I wanted to make sure you understood secondary and back-
door dominants ahead of time?
The Db7 is connecting the Abmaj7 to the Ebmaj7, and because of
the intervallic and harmonic relationship it has to both of those chords it
sounds great to our ears. Pretty cool right?
Bars 11-16 are all colored blue because in context they all relate to the
parent key center.
In bar 13 the ii chord starts out as a dominant 7 chord. This is another exam-
ple of secondary dominant, a V of V, but it doesn’t resolve. This is quite
common in jazz harmony- starting the II chord as a dominant 7 and then
changing it to its proper minor 7 quality that connects to a V chord.
Bars 17-24 is just a repeat of the first 8 bars (the A section), so we’ll skip
over that and move on to bar 25.

We start off with the IV chord to the backdoor dominant resolving to the
I as we did in bars 9-11.
But there’s a little twist in the story in bar 28 with the unresolved ii-V of iii.
I have it color coded purple which represents the key of G minor, the iii
chord of Eb major.
The real mystery here is why does it resolve to the I chord in bar 29?
The iii chord can be used as a replacement for the I chord because they
share two notes in common. So it can be used as a replacement for the
tonic.
In this case, the ii-V of iii makes us feel like we are going to resolve to a
iii to replace the tonic, but we don’t. We resolve to the tonic instead. It’s a
cool composition trick that draws the ears in a different direction but still
brings us back home.
Bars 29-32 is a very common diatonic “turn around” that you will
see a lot in jazz harmony.
The IV chord is made into a dominant rather than a major. This isn’t
functioning as a secondary dominant but is evoking the blues. The VI7 is
acting as a secondary dominant to the ii chord.
M AI N TA K E AWAYS :
1. Secondary dominants can be used to draw our ears to new key centers
(while still remaining in the parent key).
2. Backdoor dominants can be used to resolve to the I chord and replace
the V chord.

NO
|MPROV LESSON
1 Using Target Notes to Compose Solos
One common practice you will see throughout this book is using compo-
sition as a means to start improvising.
This seems odd to some. “Isn’t composing the opposite of improvising?”
Not at all.
Improvising is simply composing sped up.
I find it interesting that so many musicians want to become great impro-
visers yet they fail to spend any time actually trying to figure out what
they want to play.
When you read a piece of music for the first time, it’s likely you have to
play through it slowly before you can play at full speed.
In order to compose quickly, we have to do the same thing. We need to
start slow, develop ideas we like, learn to connect the dots, and then we
can start composing in the moment (improvising).
Our first stop with practicing composing jazz solos is with target notes.
What’s a target note?


A target note is a note that you designate to resolve to within a bar
or phrase of a chord progression. The primary goal is to target strong
chord tones to bring out the difference between the chord that came
before it, or to bring out a particular expression in an extension.
When choosing target notes, it can be a good idea to reference the guide
tones (3rds and 7ths). However, that doesn’t mean you can’t target exten-
sions (9th, 11th, 13th) or altered extensions (#9, b9, #11, b13) as well.
I think it’s best if I show you an example. First, I’m going to show you my Tar-
get Note Map for There Will Never Be Another You over just the first A and
B section, which is simply whole notes on each bar. You’ll see what I mean.

(First A Section)
Target Note Map
b b b
4
E maj7 D min7 ( 5) G 7( 9)
b w w
&bb 4 w nw
5th 7th 7th 3rd
b b7(b 9)
C min7 B min7
w
E
b
&bb w w w
R 5th 7th 3rd
b b7 b
b w w w
&bb w
5th 9th 5th 11th
b7 b
F 7(#11) F7 F min7 B E maj7
b w
& b b nw nw w w
#11 3rd 3rd 3rd 3rd

I labeled each chord tone and extension I was targeting below each note
to make things easy to see. Go ahead and spend some time playing
through it.
You’ll notice that at the beginning of my Target Note Map I target a lot of
the basic chord tones (R-3-5-7) with strategic placements of 3rds on the
V chords (this really helps to bring out the changes).
But in the latter half, I start to branch out and target extensions like the
9th or the 11th.
I want to draw your attention particularly to the F7(#11) in bar 13.
To bring on some character and color, I decided to target an altered
extension that would make those two bars of II7 exciting. This is a great
example of using target notes as a creative tool rather than simply to
outline the chord changes better.
Now that you’ve seen my Target Note Map, I’m going to show you my
composed solo over There Will Never Be Another You.
I used the Target Note Map to help guide my lines and make choices
that would make sense for connecting them together.

Target Note Solo
b b b
4 œ œ œ œ œ œ. œ œ œ œ nœ ˙ œ œ œ
E maj7 D min7 ( 5) G 7( 9)
j
& bbb 4 nœ œ œ œ J œ œ œ œ nœ œ œ œ œ
b b7(b 9)
œ œ œ œ œ œ bœ œ bœ
C min7 B min7 E
b œ œ ‰ œ œ nœ œ œ bœ œ œ
& b b œ ‰ œ nœ œ œ ˙ œ nœ
b b7 b
b bb œ œ Œ ‰ œ œ b œ œ ‰ œ œ b œ n œ œ œ . j œ œ œ œ œ œ œ œ ‰ Œ œ
& œ œ J
b7 b
F 7(#11) F7 F min7 B
b œ bœ œ œ œ œ œ bœ nœ E maj7
& b b nœ œ œ œ nœ œ Œ œ œ œ n œ œ ‰ œj œ œ œ œ nœ bœ œ w

Play through the solo and see how it feels. It actually flows together quite
nicely, right?
Not all of the target notes are resolved to on beat one. This is important to
point out because they don’t need to. In fact, the solo could come across
as forced if I had.
Try looking through the solo and my Target Note Map and see if you can
identify where my target notes are. Then take a look at the next page
where I’ll highlight the target notes so you can see them clearly.

Practicing composing a jazz solo with target notes is great for two
reasons:
1. By limiting yourself to those notes, it forces you to get creative and

think melodically.
2. It will help you start to identify notes you want to hit in each chord
that will bring out the changes.
Give this exercise a shot for yourself. It may not be easy if you aren’t
used to doing it, but that’s a good thing! Where there is struggle there is
an eventual breakthrough.
There Will Never Be Another You is a fantastic jazz standard to study,
and I hope you will continue to do so far beyond this book. The use of
typical diatonic harmony combined with backdoor and secondary domi-
nants will show up all of the time in other jazz standards, so this is a great
one to know.
Let’s move on to our second jazz standard study: Someday My Prince
Will Come.

NO
JAZZ STANDARD STUDY
2 Someday My Prince Will Come
For many (including me) who grew up with it, Someday My Prince Will
Come is the cheesy (but great) love song from Disney’s Snow White and
The Seven Dwarves.
Snow White starts singing this song after the dwarves ask her to tell
them a story, a love story, and so she breaks into the timeless melody of
Someday My Prince Will Come. Of course, it’s great.
But then there’s Miles Davis’ version.
When I first heard that rendition, I was completely blown away. I never
thought of the song the same way again, and it became an incredible
vehicle for improvising over.
Someday My Prince Will Come Bio:

Someday My Prince Will Come is a waltz written by Frank Churchill with lyrics
by Frank Morey. The tune was written for Walt Disney’s 1937 animated film
“Snow White and the Seven Dwarves.”
In 1957 pianist Dave Brubeck, inspired by his child’s collection of Disney music,
included it on his record “Dave Digs Disney.” The tune became popular among
jazz musicians. Artists such as Bill Evans, Herbie Hancock, and Oscar Peterson
began performing and recording it.
A note-able recording is from Miles Davis’ 1961 record entitled “Someday My
Prince Will Come.” This version uses an F pedal as an intro and ending which is
commonly used today. It is most commonly played in the key of concert Bb major.

This song is important to study for three reasons:
1. The melody is fantastic.
2. It’s a waltz in ¾ time, which we all need more of in our repertoire.
3. It combines traditional diatonic harmony with a few surprises and

lessons along the way.
Here are some recordings I suggest.

Original from Snow White and the Seven Dwarves
Miles Davis from “Someday My Prince Will Come”
Wynton Kelley from “Someday My Prince Will Come”
Bill Evans from “Portraits in Jazz”
Take particular note of Miles Davis’ arrangement. When called at jam

sessions and gigs it is not uncommon for musicians to use this rendition,
particularly the pedal at the beginning of the song and sometimes at the
beginning of solos.
These are the small things you want to pick up on when studying a
jazz standard. The beautiful thing about jazz is everyone has their own
approach to a song, but the confusing thing is everyone has their own
approach to a song.
Do your homework and check out as many recordings as possible.
Let’s take a look at the Chord Map, Guide Tones Chart, and Chords Anal-
ysis. Then I’ll walk through the analysis so we can understand it better.

Someday My Prince Will Come
Chord Map
b b
3
B maj7 D 7(#5) E maj7 G 7 alt
b .. œ œ œ œ œ
&bb 4 œ œ œ
nœ
œ #œ #œ œ œ œ
œ œ
œ nœ
Chord Tones
For C Instruments
b b
5fr. 4fr. 5fr. 9fr.
b 3 .. ˙ n ˙˙˙˙ ....
&bb 4 . N # ˙˙˙˙ ... ˙˙˙ ...
n ˙˙˙ ... . ˙.
3 n˙.
Basic Piano Voicings
? bb .. ˙ . ˙.
4
In Concert C
b ˙. ˙.
C min7 G 7 alt C min7 F7

b œ œ œ œ
&bb œ œ œ œ œ œ œ nœ
œ nœ
œ œ œ œ œ
7fr. 9fr. 7fr. 7fr.
b ˙˙˙ ... n ˙˙˙˙ .... ˙˙˙ ... n ˙˙˙˙ ...

&bb ˙. ˙. .
? bb ˙ . ˙.
b ˙. ˙.
b
D min7 D dim7 C min7 F7
b œ œ œ
&bb œ œ nœ bœ nœ œ Aœ œ œ œ œ nœ
œ
b
9fr. 8fr. 7fr. 7fr.
b A˙ .
& b b n n ˙˙˙˙ ... n b ˙˙˙ ... ˙˙˙ ... ˙˙ ..
. ˙. n ˙˙ ..
? bb ˙ . b˙. ˙. ˙.
b ˙.

b
bbb œ
œ œ Aœ œ œ œ
& œ œ nœ bœ nœ œ œ œ nœ
b
9fr. 8fr. 7fr. 7fr.
b ˙.
& b b n n ˙˙˙˙ ... b n ˙˙˙ ... ˙˙˙ ... ˙˙˙ ...
. ˙. n˙ .
? bb ˙ . ˙. ˙.
b ˙ b˙. ˙.
. ˙.
b b
b œ
œ œ
&bb nœ
œ #œ #œ œ œ œ œ œ
œ œ œ œ nœ
œ œ
b b
5fr. 4fr. 5fr. 9fr.
b n ˙˙˙˙ ....
& b b ˙˙˙ .. N # ˙˙˙˙ ... ˙˙˙ ...
˙.
n ˙ .. .
? bb ˙ . ˙.
b ˙. ˙.

b œ œ œ
&bb œ œ œ œ œ œ œ œ œ œ œ nœ
œ nœ œ œ
7fr. 9fr. 7fr. 7fr.
b ˙˙˙ ... n ˙˙˙˙ .... ˙˙˙ ... n ˙˙˙˙ ...

&bb ˙. ˙. .
? bb ˙ . ˙. ˙. ˙.
b ˙. ˙.
˙.

b b
B maj7 D 7(#9) E maj7 E dim7
b
&bb œ nœ œ Nœ œ œ œ bœ
œ œ œ #œ #œ œ œ nœ œ
b
( F min7 B7 )
b b
5fr. 4fr. 5fr. 6fr.
b n ˙˙˙˙ ... ˙˙˙ ... b ˙˙˙ ...

&bb . N ˙˙˙ .. ˙. n˙.
# ˙ ..
? b ˙.
bb ˙. n˙.
˙.
b
b
B maj7/F G7
œ œ C min7 F7
œ œ
&bb œ œ nœ œ nœ œ œ œ œ nœ
œ œ
b
B maj7/F G7 C min7 F7
6fr. 3fr. 2fr. 7fr.
b n ˙˙˙˙ ... n n ˙˙˙˙ .... ˙˙˙ ... n ˙˙˙˙ ...

&bb . ˙. .
? bb ˙.
b ˙. ˙. ˙.

Someday
There WillMyNever
Prince
Be Will ComeYou
Another
Chord
Guide Map
Tones
b
b maj77 b 7 (75)
b
bb b 3b 4. ˙
7 alt
BE maj D 7(#5) DEmin GG7 alt
˙ ˙œ
maj
˙œ
& 4 4. ˙
&b œ # ˙˙ ˙˙ nn˙˙ ˙œ
7 b b7
C min min77
CBmin F 7E
bb
7
C min G 7 alt
&&b b b˙ ˙ œ˙ n ˙˙ ˙
œ b˙ ˙œ ˙˙ b ˙œ
b 7 b D 77 b b77 7
D minA7maj CEminmaj FC7 min
bb b b ˙
D dim
&b œ˙ b ˙œ ˙œ ˙
& ˙ ˙ n˙ ˙ ˙˙ ˙ œ
7 b 7 b7
D minF7 C minF 7min F 7B
bb œ˙ œ˙ œ˙ ˙˙
D dim7
&&b b b˙ n ˙ n˙ n˙ ˙ ˙ ˙œ
b
b E maj
7 7 b 77( 5)b 7 alt
ED min GG7 alt
bb
B maj D 7(#5)
œ˙ ˙œ ˙œ
maj
&&b b b˙ ˙ #˙ ˙ ˙ n n˙˙ ˙œ
7 7 b b7
C min
C min G 7 alt min77
CBmin F 7E
bb
&&b b b˙ ˙ œ˙ n ˙˙ ˙œ
b˙ ˙œ ˙˙ b ˙œ
b b b b b b b
A 7maj7
B maj DD7(#9)
7 7 7
E maj
E maj 5) 7
A min7E(dim D 7( 9)
bb b˙ œ ˙ œ œ b˙ œ
&&b b b˙ ˙ œ˙ # ˙˙ ˙˙ #œ œ œ
b b7 7 b7 b7 b
E maj
B maj /F A G 7 G min7 C7 C min7F min7 B F7 E maj7
bb
&&b b b˙ œ œ œœ bœ n˙ œ œ œn œ œ ˙ œ
œ
œ
œ œ˙ ˙ œ
˙ ..

There are a few really cool harmonic things happening in this song that
got my inner geek really excited while I was doing the research for this
chapter.
First, let’s start with the color coding.
Blue = directly related to the parent key center.
Red = the relative minor (G minor)
Yellow = key of C minor
Let’s start with the first 4 bars.
I absolutely love what happens in these opening bars. It kicks off with the
tonic chord and moves to something interesting.
In bar 2 it lands on a D7(#5), the #5 being the melody note. Automatically
we know that this chord has nothing to do with Bbmaj7. What’s even
more confusing is the Ebmaj7 that follows. What is it doing there?
I label it the III7 because that’s how it relates to the tonic, but really, it’s
acting as a secondary dominant V of vi. And that would make a lot of
sense if the next bar was the vi chord (Gmin7), but it’s not.
Instead, it resolves to the IV chord. This is what we call a type of
deceptive cadence.
What is a deceptive cadence?


A deceptive cadence is a chord progression where the dominant chord
resolves to any chord other than the tonic.

A traditional deceptive cadence would be more like the V of the parent
key resolving to another chord other than the tonic.
But in this case, the deception is that we think that D7(#5) is going to
resolve to the Gmin7, the tonic of the secondary dominant, but instead,
it resolves to the IV chord of the parent key.
If that seems confusing, just re-read the last few paragraphs and chew
on it for a bit.
The reason this sounds good is because the song starts on solid ground,
establishing the parent key center, then plays a chord that the ear can
hear will resolve to the vi, but even though this doesn’t happen, the IV
chord is still in familiar diatonic territory.
Not to mention, the root notes of the D7 and Ebmaj7 resolve nicely by a
half step. The G7 in bar 4 acts as a secondary dominant, a V of ii.
Let’s take a look at the next section.
I’ve color-coded bars 4-6 yellow, because the ear is truly hearing the
essence of a new key center. Why? Because the V of ii resolves in bar 5
and then is played again in bar 6, resolving in bar 7.
This repetition is what establishes that sound in our ears vs. the
parent key center.
However, the parent key center is re-established in bar 7-9 because it
clearly hits a ii-V back to the parent key center.
Although, the ii-V doesn’t resolve back to the I chord. Take a look at the
next section.

As you can see the ii-V resolves to a iii. This isn’t a secondary dominant
though.
Remember in the There Will Never Be Another You study how I men-
tioned that the iii can be substituted for the I? This is an excellent exam-
ple of that.
Another lesson here is the passing diminished chord.
What’s a passing diminished chord?


A passing diminished chord is a diminished quality chord that chromat-
ically connects two diatonic chords with each other, hence “passing.”
Ex. iii-biiidim-ii
There are some different ways that passing diminished chords can work,
as we will see soon, but bars 9-16 are a classic function of a passing
diminished.
In this case the iii is being connected to the ii by a passing diminished.
You can also think of this as a substitute for the VI7 (V of ii) which would
be a common way to connect these chords (iii-VI7-ii-V).
Diminished chords, in general, are chords that can be used in phenom-
enal ways once you begin to understand how to use them in different
contexts. This is just one way.

Bars 17-24 are just a repeat of bars 1-8, so let’s move on to the last sec-
tion of the form.
Bars 25-27 are already familiar territory for us.

In bar 28 we witness a slightly different kind of passing diminished chord
that is commonly seen is gospel, and most notably in rhythm changes
song forms.
In this case, the passing diminished isn’t connecting the IV to another
diatonic chord chromatically. If that were so, the progression would be
IV-#ivdim-V. Instead, it connects the IV back to the I chord with the fifth
scale degree in the bass.
Therefore, the “passing function” of this diminished chord is a means to
connect the bass notes: Eb-E-F chromatically.
1. The deceptive cadence sounds awesome!
2. The iii can replace the I.
3. Passing diminished chords can be used to connect diatonic chords or

bass notes together.

NO
|MPROV LESSON
Using Rhythmic Motives to Develop
2 Your Jazz Lines
As my good friend and drummer Diego Maldonado likes to point out,

jazz education frequently puts rhythm on the backburner.
When I was planning for this book, I knew I wanted to feature a lot more
rhythmic approaches to improvisation. I’ve neglected to do so in the
past, and I’ve come to believe that’s a mistake.
Rhythm is one of the most important, but neglected, aspects of
becoming a great jazz improviser.
So should we be thinking more about rhythm when we’re improvising
and composing? Absolutely.
To kick off our second improv lesson, I want to revisit the idea of motivic
development, which I first covered in The Jazz Standards Playbook
Vol. 1.
What is a motif?

In music, a motif is a short rhythmic or melodic passage that is repeated
or evoked in various parts of a composition.
Therefore, motivic development is the concept of developing a motif. In

Vol. 1, I introduced this concept, but there are other ways to use motivic
development.
For this improv lesson, we will be using rhythmic motives over Some-
day My Prince Will Come. This is a fantastic tune to try this on because
it’s in ¾ time and this lends itself to all sorts of rhythmic opportunities.

A rhythmic motif means the motif is not concerned with keeping the same
melodic notes or applying a melodic formula over different chords. It’s
only concerned with repeating the same rhythms.
Here’s how it will work:
PPI’ll compose 1 bar rhythmic motives that last for 8 bars, then I’ll
switch to another rhythm and repeat the process until the end of
the form.

Someday My Prince Will Come Rhythmic Motifs
(Just Rhythms)
b b
3
b
&bb 4 Û Û Œ ‰ Û
J
Û Û Œ ‰ Û
J
Û Û Œ ‰ Û
J
Û Û Œ ‰ Û
J

b
&bb Û Û Œ ‰ Û Û Û Œ ‰ Û Û Û Œ ‰ Û Û Û Œ ‰ Û
J J J J
b
b
&bb Û Û Û Û Û Û Û Û Û Û Û Û Û Û Û Û
b
b
&bb Û Û Û Û Û Û Û Û Û Û Û Û Û Û Û Û
b b
b
&bb ‰ Û Û Û Û Û ‰ Û Û Û Û Û ‰ Û Û Û Û Û ‰ Û Û Û Û Û
J J J J
3 3 3 3

b
&bb ‰ Û Û Û Û Û ‰ Û Û Û Û Û ‰ Û Û Û Û Û ‰ Û Û Û Û Û
J J J J
3 3 3 3
b b
b
&bb ‰ Û ‰ Û Û Û ‰ Û ‰ Û Û Û ‰ Û ‰ Û Û Û ‰ Û ‰ Û Û Û
J J J J J J J J
b
b
&bb ‰ Û ‰ Û Û Û ‰ Û ‰ Û Û Û ‰ Û ‰ Û Û Û ‰ Û ‰ Û Û Û
J J J J J J J J

These are fairly basic rhythms, not meant to throw anyone off. Go ahead,
and turn a metronome on and practice clapping through it. Make sure
you can feel those rhythms throughout the form. This is the first step in
my process for composing rhythmic motives over a song form. The next
step is where things get fun.
Next, I’ll create melodic lines using the rhythmic motives I have
composed.
The idea here is to try to create melodic lines using whatever means
I choose (chord tones, guide tones, extensions, chromaticism…etc.).
However, I must not stray outside of these rhythms.
Take a look on the next page.

Someday My Prince Will Come Rhythmic Motifs
(With Melodic Pitches)
b b
3 œ
b œ
&b 4 œ œ Œ ‰ œj # œ œ Œ ‰ Jœ œ œ Œ ‰ œ nœ Œ ‰ J
J

b œ œ Œ ‰ œJ ‰ œj œ œ Œ ‰ œJ
&b nœ œ Œ ‰ œ
J œ œ Œ
b
D min7
b œ
D dim7
œ C min7
œ œ œ œ
F7
œ
&b
œ œ œ
œ œ bœ œ œ œ
b
œ œ œ
b œ œ œ œ bœ œ
&b œ nœ œ œ œ œ œ
b b
b ‰ œJ œ œ œ œ œ œ
œ
‰ J œ œ #œ #œ ‰ Jœ œ œ œ œ ‰ œj n œ œ
3
& b
3 3
3

b ‰ œJ œ œ œ œ ‰ Jœ œ œ œ n œ ‰ œJ œ œ œ ‰ œj œ œ # œ œ
3
b
3
& œ
3
3
b b
B maj7 D 7(#9) E maj7
œ œ
E dim7
œ
b œ #œ
‰ J nœ #œ
& b ‰ J ‰ œJ œ œ ‰ J ‰ Jœ œ œ ‰ J ‰ œJ œ œ ‰ J
b
b œ œ œ
‰ œJ ‰ œJ n œ œ ‰ œJ ‰ œ œ œ
j
‰ œj ‰ œ œ œ
&b ‰ J ‰ J œ
J

I had a great deal of fun composing this exercise because sticking to the
confines of those rhythms forced me to think differently than I normally
would.
This is precisely what this will do for you as well.
It will force you to be more creative.
It will force you to compose your lines in a way that makes sense for how
the rhythms connect together.
Throughout this book, you will continue to see exercises that include
a set of boundaries. It’s funny to think of practicing improvisation with
boundaries in place. Isn’t the idea of improvising to give you the freedom
to play whatever you want? Not really.
By practicing with boundaries, such as rhythmic motives, you are
exercising the musical muscles that you need to play with freedom.
Be sure to give this exercise a try and see where it takes you.
Let’s move on to our next jazz standard study: Tune Up

NO
JAZZ STANDARD STUDY
3 Tune Up
In our jazz standard studies so far, we’ve dealt with harmony that has
stayed within the parent center. Yes, there were secondary dominants
and new key centers tonicized, but never key centers deliberately out-
side of the parent center.
Tune Up is a great study of standard that cycles through many different
key centers that have nothing to do with the parent key. In fact, it’s diffi-
cult to say there really is a “parent key” except that it starts and ends in
concert D major.
Tune Up is also a great study of ii-V-I chord progressions which is the
most common progression found in jazz. Master ii-V-I’s and improvising
over most jazz standards becomes a breeze.
Tune Up Bio:
Tune Up is a song that was made popular by Miles Davis on his 1956 album
“Cookin’ with the Miles Davis Quintet.” Although Miles is credited for writing the
tune, Eddie Vinson is believed to have written it, possibly for Miles Davis.
Tune Up has a 32-bar form and follows an A1-A2 form, meaning the two
sections of the song are mostly identical with an alteration on the second A.
There are lots of great recordings of Tune Up, so as I’ve encouraged
you to do for the other jazz standards, make sure you listen to a good
number of recordings.


Miles Davis from “Cookin’ With The Miles Davis Quintet”
Sonny Stitt from “Sonny Stitt Plays Stitt”
Sonny Rollins from “The Best of Sonny Rollins”
Grant Green from “The Complete Quartets With Sonny

Clarke”
As we have with our other jazz standards thus far, we will take a look at
the Chord Map, Guide Tones Chart, and Chords Analysis before I break
it down further.
Make sure you spend some time playing through these and doing a bit
of looking yourself before reading through my analysis.

Tune Up
Chord Map
E min7 A7 D maj7
4
&4 œ œ œ # œ œ œ
œ #œ œ #œ
œ œ œ # œ œ # œ
Chord Tones
For C Instruments
E min7 A7 D maj7
5fr. 5fr. 5fr.
4
& 4 # ww # # wwww #w #w
ww # www # www
Basic Piano And
?4
Guitar Voicings
(C Instruments)
4 w w w w
D min7
œ
G7
œ œ C maj7
& œ œ œ œ œ œ œ œ œ
œ œ œ œ
D min7 G7 C maj7
3fr. 3fr. 3fr.
& ww
ww wwww www
w
www
w
?
w w w w
b
C min7 F7
œ bœ
B maj7 G min7
œ œ
& œ bœ œ bœ œ œ
œ œ œ œ bœ
bœ
b
C min7 F7 B maj7 G min7
7fr. 7fr. 5fr. 9fr.
& b www b wwww www www

bw w bw
? bw bw w
w w w
bw

b
œ
E min7 F7 B maj7 A7
& œ œ œ œ
œ œ œ bœ œ œ œ #œ œ
bœ œ
b
E min7 F7 B maj7 A7
5fr. 7fr. 5fr. 5fr.
& # ww b wwww www # wwww

ww w
? bw
w w w
E min7
œ
A7
œ œ D maj7
& œ œ œ œ #œ œ #œ œ #œ
œ #œ œ #œ
E min7 A7 D maj7
5fr. 5fr. 5fr.
& # ww # # wwww # www # www

ww # w # w
?
w w w w
D min7 G7 C maj7
œ œ
& œ œ œ #œ œ œ œ œ œ
œ œ œ
œ œ
D min7 G7 C maj7
3fr. 3fr. 3fr.
& ww
ww wwww www
w
www
w
?
w w w w

b
œ
& œ bœ œ œ bœ œ œ bœ
œ
œ bœ œ œ œ
bœ
b
7fr. 7fr. 5fr. 9fr.
& w w www ww
bw b ww
b ww b www w
? bw
w w w
E min7
œ
A7
œ œ D maj7
& œ œ œ œ #œ œ #œ œ #œ
œ #œ œ #œ
E min7 A7 D maj7
5fr. 5fr. 5fr.
& # ww # wwww ww ww
ww # # ww # # ww
?
w w w w

Tune Up
Guide Tones
E min7 A7 D maj7
4
&4 ˙ ˙ #˙ ˙ #˙ #˙
#˙ #˙
D min7 G7 C maj7
&˙ ˙ ˙ ˙ ˙
˙ ˙ ˙
b
& b˙ b˙ ˙ ˙ b˙ ˙
b˙ ˙
b
E min7 F7 B maj7 A7
˙ b˙ ˙ #˙
&˙ ˙ ˙ ˙
E min7 A7 D maj7
&˙ ˙ #˙ ˙ #˙ #˙
#˙ #˙
D min7 G7 C maj7
&˙ ˙ ˙ ˙ ˙
˙ ˙ ˙
b
& b˙ b˙ ˙ b˙ ˙ b˙ ˙
˙
E min7 A7 D maj7
˙ #˙ #˙ #˙
&˙ ˙ #˙ #˙

As mentioned earlier, Tune Up is a great study of non-diatonic key cen-
ters connecting together.
There are a few reasons why this works so well, but the first being that
the melody repeats itself.
When you listen to the melody, you can hear that the same melodic
phrase is simply transposed from one key to the next within the first 8
bars.
This is where understanding the color coding comes in:
Blue = key of D major
Red = key of C major
Green = key of Bb major
Tune Up revolves around these three keys, and so the color coding helps
our eyes easily separate the song form into identifiable sections.
Let’s take a look at the first 8 bars.
First, start by noticing the (Begins cycle of 4ths).

Understanding intervallic movement in jazz standards is important, and
you’ll commonly find movement in 4ths. Take a look at the root notes of
each chord, and you’ll see this happening.
That movement in 4ths, and specifically the ii-V-I chord progression, is
magic. Because of the intervallic movement of the minor to dominant, to
major, we get beautiful voice leading between these chords.

I talked about voice leading and guide tones at the beginning of this
book, and this is an important concept for a jazz improviser.
Look back at the Guide Tones Chart for Tune Up, and you’ll see how
those 3rds and 7ths both share notes from one chord to the next, and the
7ths resolve smoothly to the 3rds.
In Tune Up the key centers change mostly every 4 bars.
What’s interesting is how the key center’s transition. The tonic of one key
center turns into the ii chord of the next key center. For example, the
Dmaj7 in bar 3-4 is the I chord in D major.
But in bar 5 it turns into a minor chord (Dmin7) which functions as the ii
chord in C major.
The brilliance of this is that for one short moment it sounds like the major I
chord is moving to its parallel minor, but as soon as you hear the V chord
following it, the ear picks up that it is a new key center.
Pretty cool, right?
Take a look at the next section.
In bar 9, we move into yet another key center, in this case, Bb major.
It’s important to note that the melody changes here. The melodic phrase
in bars 1-4 was simply transposed and repeated in bars 5-8. But starting
in bar 9 the melody progresses.
The cycle of 4ths ends is bar 11, because the next two chords following
(the vi of Bb major and the ii of D major), do not share that intervallic
relationship.

It’s bars 13-16 that we really need to pick apart.
Remember that context is always key. We must always look at a chord
progression as a whole and not at the chords individually.
The color coding makes this clear. We start the 4-bar phrase with the ii
chord of D major, and end with the V chord which will resolve in bar 17.
But we have another chord progression that interrupts the flow of this
progression. I’ve coined the term for this a detour cadence.
What’s a detour cadence?


A detour cadence is a chord progression (usually brief) that interrupts
the flow of a chord progression in progress.
The big question is why does this work in Tune Up? It doesn’t sound bad
to our ears. I believe this is for three reasons:
1. The melody uses notes that fit over all of these chords, giving it
musical cohesiveness.
2. The roots of the connecting chords move in half steps. The Emin7
moves up a half step to F7. The Bbmaj7 moves down a half step
to A7.
3. The detour cadence includes modal interchange.
I just used another term there. Let’s cover it.
What is modal interchange?


Modal interchange is the use of chords borrowed from the parallel key.
For example, when a chord progression in a major key includes a chord
that would be found in the minor key that shares its tonic, we call it
modal interchange.

Don’t let the music theory jargon throw you off. It’s the Bbmaj7 that we
need to define.
Considering the progression starts and ends in the key of D major, the
parallel minor would be D minor. So what relationship does Bbmaj7 have
with D minor? It is the VI chord.
It’s this particular section of Tune Up that may have served as inspiration
for John Coltrane to apply his “Coltrane Changes” over this song. He
wrote a contrafact called Countdown, which applies his cycling in 3rds
changes to the form.
We’ll skip looking at bars 17-24 because they are just a repeat of bars
1-8. Take a look at the final 8 bars.
In the final 4 bars, instead of the detour cadence, it simply resolves with
a ii-V-I in D major. I say it resolves because the last A section resolved
with tension, and this A2 section resolves to a tonic.
1. Non-diatonic key centers cycling in 4ths sounds great, especially when
the melody repeats itself.
2. A deceptive cadence can interrupt a chord progression in progress given
some musical functionality.
3. Modal interchange occurs when a chord is borrowed from the parallel
key.

NO |MPROV LESSON
3 Spicing Up Your Jazz Lines

with Chromaticism
One question I get asked about from time to time from beginner jazz stu-
dents is “how do I get my solos to have that jazz sound?”
What they really want to know is how jazz language works and how to get
those sounds into their lines. Of course, to learn the jazz language, you
have to be listening to the music, learning jazz repertoire, and learning
jazz solos and licks by ear.
But I think it can be incredibly helpful, especially for those at the begin-
ning of their jazz journey, to look at some core elements and break them
down.
One characteristic often found in jazz language is chromaticism.
There are many characteristics of the “jazz sound,” but this is one that
plays a prominent role in bebop and the wide-open borders of jazz
improvisation.
Let’s start with a definition to get us on the right track.
What is a chromatic note?


A chromatic note is a note not belonging to the diatonic scale of the key
in which a passage is written.
An example of this would be a C# in the key of concert C. This note is

obviously not diatonic to the key center.
But when we speak of chromaticism, we are talking about adding chro-
matic notes into a passage or line to create a sense of flow and move-
ment. When we do this, we create chromatic passages.

Here’s an example of a chromatic passage:
We have a D natural, D#, and an E natural. Considering this example is

in the key of concert C, the D# is the chromatic note in the sequence. We
are essentially connecting D natural to E natural with a chromatic note.
This is the basic idea of how chromaticism works.
The best way to understand how we can add chromaticism to our jazz
lines is to use actual musical examples and then apply them for our-
selves.
Because Tune Up is a great study of the ii-V-I chord progression, it would
be great to work on some vocabulary, wouldn’t it?
We are going to take the first ii-V-I in Tune Up and compose a series of
licks that gradually adds chromaticism.
Lick #1: No Chromaticism
Let’s start by checking out a line with no chromaticism, meaning the line
is entirely diatonic. I’ll loosely base each proceeding example on this
one.
This line is essentially running up and down the major scale. It’s not
very musical, but we can probably all agree it doesn’t sound bad. It just
needs a little bit of work.

Lick #2: Adding Chromaticism
Let’s add just a little bit of chromaticism to this line to start. Let’s see what
effect it will have. Take a look and take a listen.
I have the chromatic passage circled so you can see how I add the chro-
maticism.
Mind you, outside of the chromatic note, I added a diatonic pick-up note
to start with some more flow and added some chord tone movement
rather than walking up the scale in the first measure.
But take a close look and play through this line yourself. Do you hear how
that chromatic note gives the resolution of the line more character?
Lick #3: A Little More Chromaticism
Now that we’ve dipped our toes in a little bit let’s see what happens if we
add even more chromaticism to this line.
This line is starting to sound more interesting. I’ve left in the chromatic
passage from the last example and added two others.
Keep in mind, this line still has the same essence and overall ascend-
ing-descending movement of the original line with no chromaticism. But
by adding these chromatic notes, we’re starting to develop some flavor.

Lick #4: Chromatic Exaggeration
This next example is what I would call an exaggeration of chromaticism. I’m

going to try to add as much as possible for the sake of demonstration.
Pay special attention to the 2nd and 3rd chromatic passages. They are
quite long, and though there are diatonic notes mixed in, the chromatic
notes force them to descend in half steps.
Again, this is an exaggeration of what you can do, but it can be helpful
to understand that chromatic passages can be more than two or three
notes long.
Lick #5: Short Chromatic ii-V-I
Let’s look at one more. This time we are going to stray a bit from the orig-
inal line. The previous examples are lines over a long ii-V-I (each chord
gets one bar).
This time let’s do a shorter line over a short ii-V-I (ii-V gets two beats
each).
Chromaticism is a relatively simple concept, but it’s a powerful one.

Chromaticism says: you’re only one step away from making that
wrong note a right note.
Put it to use, experiment, and use it as just one tool for creating engaging
and interesting jazz lines.
Let’s move on to our next jazz standard study: Just Friends.

NO
JAZZ STANDARD STUDY
4 Just Friends
I have an embarrassing story I want to share with you about Just Friends
and a time when I played it. I’ll tell you about it when I explain the Chords
Analysis because it has a lot to do with it. But first…
Just Friends is a fantastic jazz standard that I’ve long loved. It’s a great
composition with a solid melody, diatonic harmony, and a few twists and
turns.
This is one of those jazz standards that I would consider a “must know.”
It is bound to get called at jam sessions and gigs. You won’t get away
with not knowing it.
Just Friends Bio:

Just Friends was written in 1931 by John Klenner with lyrics by Sam M. Lewis.
It became a hit when Russ Columbo performed it with Leonard Joy’s Orchestra
in 1932. Many jazz musicians have recorded and performed it since, making it
a jazz standard. It is most commonly played in the keys of concert G major and
concert F major.
While Just Friends is commonly played in two keys, for our purposes,
we are going to be studying it in concert G major. However, it would be
a good idea for you to be able to play it in concert F major as well. Both
seem to be used equally in my experience.
Just Friends has a 32-bar A-B1-A-B2 form. The A sections are identical,
and the B sections differ slightly. It was first written as a ballad. However,
this tune lends itself to be played at slow tempos and up tempos. Be
prepared for both!

Here are some great recordings to start checking out.

Charlie Parker from “Charlie Parker With Strings: The
Master Takes”
Chet Baker from “The Best of Chet Baker Sings”
Phil Woods from “Just Friends”
Wynton Marsalis from “Live at The House of Tribes”
There are many other recordings to discover, of course. I would highly

suggest checking out the Charlie Parker With Strings recording of this
tune. It’s magnificent.
I would also suggest the Wynton Marsalis recording. What his band
does with that song demonstrates what really great jazz can be. In fact,
I would recommend that entire record.
Let’s move forward and check out the Chord Map, Guide Tones Chart,
and Chords Analysis.

Just Friends
Chord Map
4
C maj7 C min7 F7
# œ bœ
Chord Tones
For C Instruments
& 4 œ œ œ œ
œ œ œ œ
œ b œ œ bœ œ œ
C maj7 C min7 F7
7fr. 7fr. 7fr.
# 4 www www w w
Basic Piano And
& 4 w w b b www b www
Guitar Voicings
?# 4
(C Instruments)
4 w w w w
b b7
œ bœ
G maj7 B min7 E
# œ œ œ œ
bœ bœ
& œ œ œ œ bœ œ bœ bœ
b b7
G maj7 B min7 E
2fr. 5fr. 5fr.
#
& wwww
www
w n b b wwww nb wwww
?# bw bw
w w bw
# b
œ œ
A min7 D7 F min7 ( 5) B7 E min7
# œ œ œ # œ œ
œ œ œ œ œ œ œ
& œ œ œ œ œ œ
A min7 D7
#
F min7 ( 5)
b
B7 E min7
4fr. 4fr. 8fr. 6fr. 6fr.
# w
& www www ˙˙˙˙
w # ˙˙˙˙ www
w
?# w w ˙ ˙
w ˙ w
A7 A min7 D7 G7
# œ œ œ œ œ œ œ nœ
& œ #œ œ #œ œ œ
œ œ
œ œ œ œ
A7 A min7 D7 G7
5fr. 4fr. 4fr. 9fr.
#
& # wwww # wwww www ˙˙˙ ˙
w ˙ n ˙˙˙
?#
w w w ˙ ˙
C maj7 C min7 F7
# œ œ œ bœ
& œ œ œ œ œ bœ œ œ
œ œ œ bœ
C maj7 C min7 F7
7fr. 7fr. 7fr.
# ww www w w
& ww w b b www b www
?#
w w w w
b b7
G maj7 B min7 E
# œ œ œ œ
& œ œ œ œ œ bœ bœ œ bœ bœ
bœ bœ
b b7
G maj7 B min7 E
2fr. 5fr. 5fr.
# w www
& www w n b b wwww w
b n www
?# bw
w w bw

# b
#
A min7
œ œ
D7 F min7 ( 5)
œ # œ œ œ B7 E min7
œ
& œ œ œ œ œ œ œ œ œ œ
œ œ œ
# b
#
& www www ˙˙˙˙
w w # ˙˙˙˙ www
w
?# ˙
w w ˙ w
A7 A min7 D7 G maj7
# œ œ œ œ œ œ œ
& œ #œ œ œ
œ œ œ œ œ œ œ œ œ
A7 A min7 D7 G maj7
5fr. 4fr. 4fr. 2fr.
#
& # wwww ˙˙˙ ˙˙˙ www www
˙ ˙ w w
?#
w ˙
˙ w w

Just Friends
Guide Tones
4
C maj7 C min7 F7
#
& 4 ˙
˙
˙
˙
b˙
b˙ ˙ b˙
b b7
G maj7 B min7 E
#
& ˙ ˙ ˙ ˙ b˙ ˙
b˙ b˙
# b
# ˙ œ #œ ˙
& ˙ ˙ œ œ ˙
˙
A7 A min7 D7 G7
# #˙ #˙ ˙ œ œ
& ˙ ˙ ˙ œ nœ
C maj7 C min7 F7
#
& ˙ ˙ ˙ ˙ b˙ b˙ ˙ b˙
b b7
G maj7 B min7 E
#
& ˙ ˙ ˙ ˙ b˙ ˙
b˙ b˙
# b
# ˙ œ #œ ˙
& ˙ ˙ œ œ ˙
˙
A7 A min7 D7 G maj7
# #˙ œ œ
& ˙ œ œ ˙ ˙ ˙ ˙

Here’s the color coding:
Blue = parent key center
Purple = ii-V of III in the parallel minor
Red = ii-V of vi
Orange = ii-V of IV
So back to that embarrassing story…

During my freshman year of college, I lived in Seattle, Washington, and
the local jazz guitar society from time to time would have special guest
artists give master classes who were coming into town.
One of these masterclasses I attended was with John Stowell, a great
jazz guitarist based out of Portland, Oregon. Being a guitarist myself, I
enjoyed his approach to the instrument.
Near the end of the masterclass, he asked if anyone would like to come
up and play a tune with him. I eagerly raised my hand, and he motioned
for me to come up front with my guitar to play with him.
He asked me what song I wanted to play and I said “Just Friends.”
Then he asked what key I would like to play it in (as mentioned earlier,
there are two common keys). Without thinking, and probably feeling a bit
nervous, I said “C major.” Keep in mind, that’s the concert key.
John didn’t blink. He said “alright,” and we began to play the tune.
I was playing the melody, and it became immediately clear to me that
something was horribly wrong. My melody notes were sounding terrible
over the chords he was playing.
Then I realized what happened.
Take a look at the first 4 bars.

While I meant to call it in concert G major, I was thinking about the first
chord of the song which is concert Cmaj7.
Because my transposing skills weren’t up to snuff back then, I couldn’t
correct it. I asked John if we could stop (in front of the entire master-
class) and explained what had happened.
John’s a nice guy, so he just smiled and said, “oh, no problem,” and we
started over in the correct key.
One of the defining characteristics of Just Friends is it starts on the
IV chord.
Armed with this knowledge, don’t make the same mistake I did. Just
because a song starts on a chord doesn’t mean that’s what key you are in.
The interesting part happens in bars 3-4.
The Cmaj7 transitions to a Cmin7, which would be modal interchange
from the parallel minor. But in context of the F7 chord that follows, we
see that this is a ii-V moving to Bbmaj7, and Bbmaj7 is the III chord in
the parallel minor.
Another way to look at it is a backdoor ii-V to the I major. Why? Because
it resolves to the tonic, not the III of the parallel minor.
It’s in bar 5 that we finally come home to the tonic of our parent key.
In bar 7 we encounter a chromatic ii-V chord progression.

What’s a chromatic ii-V

A chromatic ii-V is a ii-V non-diatonic chord progression that approach-
es a diatonic ii-V or iii-vi by a half step. These can either exist within a
composition or be superimposed by the improviser.
While the chromatic ii-V in Just Friends seems like it’s functioning as an
unresolved ii-V to a non-diatonic chord (Abmaj7), it’s more so function-
ing as an approach to the diatonic ii-V in bars 9-10.
Bars 11-12 are a ii-V-i of vi. At this point, you should be familiar with sec-
ondary dominants and ii-V secondary dominant progressions. These will
continue to show up in our other jazz standard studies.
Bars 13-15 should be familiar from our There Will Never Be Another You
study. It’s the V of V, or II dominant 7, that resolves to its natural minor
quality.
Bar 16 seems strange, mostly because it appears there is a resolution to
a dominant 7 tonic. But this progression is simply functioning as a ii-V of
IV to get back to the second A section. We call this a “turnaround.”
We’ll skip bars 17-24 since they are just a repeat of bars 1-8.
Take a look at the last section.

In bar 29 we have another V of V to close off the end of the form, however
just slightly different than the first B section, and it resolves to the tonic
in bar 31.
1. Just Friends starts on the IV chord (just because a song starts with a
chord doesn’t mean that is the key).
2. Chromatic ii-V’s can be used in a composition or in improvisation to ap-
proach a diatonic ii-V or iii-vi chord progression

NO
|MPROV LESSON
4 Making Pentatonic Scales Musical
You know them, you love them: pentatonic scales.
They are often used by musicians in blues situations because, quite
frankly, they can embody that sound with little effort. But pentatonic
scales can be used for so much more than that.
In my eBook Zero to Improv, I teach 9 different ways to use pentatonic
scales, and while I’m not going to be going that far in this lesson, I am
going to show you how to use them on Just Friends.
I also find that some musicians use pentatonic scales, or really any scale,
as a crutch. When they improvise, it sounds like they are playing scales
and not music.
My philosophy on scales is that they are fundamentally not musical.
If chord/scale theory is thought of as a means to improvise rather than a
means to understand “pitch collections” or note choices you can use, it
can end up sounding calculated.
That’s why in this improv lesson we are going to be continuing the themes
of composing and motivic development, both of which we have already
used in this book.
In case you don’t know what a pentatonic scale is, let’s touch base with
that first.
What’s a pentatonic scale?


A pentatonic scale is a scale that contains 5 notes per octave, hence
“penta.” Included is the major and the minor pentatonic scale.

Here’s a major pentatonic scale in concert C.
Here’s a minor pentatonic scale in concert A (relative minor).
I’m going to demonstrate how we can put pentatonic scales to use over
the first 8 bars of Just Friends.
To start doing that, I have created a Pentatonic Note Map so you can
see which scales I am using over the chords.
Just Friends
Pentatonic Note Map
C maj7 C min7 F7
# 4 œ œ œ bœ œ bœ
& 4 œ œ œ œ œ œ nœ bœ œ œ
C Major Pentatonic C Minor Pentatonic
b b7
G maj7 B min7 E
# œ œ œ nœ bœ bœ
& œ œ œ œ œ bœ bœ nœ bœ bœ
G Major Pentatonic B b Minor Pentatonic

You’ll notice three things on the Pentatonic Note Map:
1. To fit 8 beats per measure, I extend above one octave of each

pentatonic scale.
2. Over the dominant 7 chords that proceed minor 7ths, I use the
same minor scale. The notes still fit the chord.
3. I exercise proper voice leading, connecting the changing scales

by the nearest scale degree. This sometimes results in starting a
new pentatonic scale on a note other than the tonic.
Go ahead and play through this note map to see how it feels for you.
Another thing to try is to sing or whistle the melody while you play the
note map. This way you can hear the melodic context along with the
“pitch collections” we are using.
Next, I am going to demonstrate composed phrases using a combi-
nation of melodic and rhythmic motives.
Let’s start with the first one.
Transposed Pentatonic Motif

You’ll notice that the rhythmic motif remains the same throughout the 8
bars. The melody notes change, but there is a formula to them:
PPThe major 7 chords start on the 3 .

rd
PPThe minor 7 chords start on the 5 .

th
Essentially the melodic phrases are transposed depending on the qual-

ity of the chord and maintain the same rhythmic formula.
Let’s try another way to use motivic development and pentatonic scales.
Minimal Movement Motif
We maintain the same rhythmic structure as the last one, as well as the
same melodic passage in the first 2 bars. However, the goal of this exam-
ple is different:
PPTo create minimal movement in note choices from chord to chord.
If a note doesn’t have to change it doesn’t. Because of this, you’ll notice

that in bar 3 we stray outside of the minor pentatonic scale, hitting the 9th
and resolving to an A natural (the 3rd of F7).
Outside of this, the note choices stay within their respective scales but
still require only minimal movements.

Let’s take a look at a third and final example.
Pentatonic Motivic Development
This is the most liberal of the three. While it does maintain the same
rhythmic structure of the other two, its note choices aren’t tied down to
transposition or minimal movement. The goal is to:
PPDevelop the idea that came before it.
Sometimes in my example, this meant I hit some notes outside of the

pentatonic scales, but always came back home to them.
You’ll notice the “call and response” in these lines, which is an import-
ant characteristic in jazz improvisation. The idea here was to take these
scales and make them musical.
Can you see how these three different kinds of motivic development
forced the pentatonic scale to become more musical?
Just Friends is a fantastic tune to try exercises like these on. The harmony
of Just Friends allows for a lot of creativity and use of the imagination.
Let’s move on to the next jazz standard study: Take the A Train.

NO
JAZZ STANDARD STUDY
5 Take the A Train
Take the A Train is one of those songs that even non-musicians know
about. It’s a classic, and I’m sure you are already somewhat familiar
with it.
I want to spend some time studying “A Train,” not only because it’s
important to know, but because this would be a good time to step back
and look at some basic jazz harmony.
When it comes to improvisation, the challenge of A Train for me is what to
play over static chords. Perhaps you may not agree, but I almost always
prefer chord progressions. In A Train, chords are held out for 2-4 bars
at a time.
Take the A Train Bio:

Take the A Train was written by Billy Strayhorn for Duke Ellington’s Orchestra in
1939. Ellington had offered Strayhorn a job and gave him money to travel from
Pittsburgh to New York City.
In Ellington’s directions to get to his house, he wrote “Take the A Train,” which at
the time was a brand-new subway that runs from Brooklyn to Harlem where
Ellington lived.
It has become world famous and a staple of jazz standard repertoire. It is most
commonly played in the key of concert C major.

Because of the fame of this song, it has been recorded many times
by hundreds of artists. Of course, when possible, go to the source for
learning a jazz standard. In this case, that would be the Duke Ellington
Orchestra, which I’ll include below.

Duke Ellington Orchestra from “The Essential Duke
Ellington”
Dexter Gordon from “Take the A Train” 1996
Ella Fitzgerald from “The Complete Original Ella

Fitzgerald Song Books” 1994
Let’s not waste any time and start digging into the Chord Map, Guide
Tones Chart, and Chords Analysis. Then we’ll regroup and talk about it.

Take the A Train
Chord Map
4 #œ
œ #œ
C6 D 7(#11)
&4 .. œ œ œ œ œ
œ œ œ œ œ œ œ #œ œ #œ
Chord Tones
For C Instruments
C6 D 7(#11)
7fr. 9fr.
4
& 4 .. wwww wwww # ww # ww
# ww # ww
? 4 ..
Basic Piano Voicings
4 w
In Concert C
w w w
D min7
œ
G7
œ œ
& œ œ œ œ œ
D min7 G7
9fr. 9fr.
& www www

w w
? w
w w
1.
C6 D min7
œ
G7
œ œ œ ..
& œ œ œ œ œ œ œ
œ
C6 D min7 G7
7fr. 9fr. 9fr.
www ˙˙ ˙ ..
& w ˙˙ ˙˙˙
? ..
w ˙ ˙
2.
C6 C7
& œ œ œ œ œ bœ
œ œ
( G min7 C7 )
6
C C7
7fr. 7fr.
& www
w b wwww
?
w w
F maj7
œ œ œ œ œ œ œ œ œ œ œ œ
&œ œ œ œ
F maj7
8fr.
& wwww www

w
www
w
www
w
?
w w w w
œ
D7 D min7 G7
& œ #œ œ œ œ œ œ œ œ œ œ
œ #œ œ œ
D7 D min7 G7
4fr. 3fr. 3fr.
& # wwww # wwww w

www
www
w
?
w w w w

C6 D 7(#11)
#œ #œ
& œ œ œ œ œ #œ œ œ œ œ
œ œ œ œ œ #œ
C6 D 7(#11)
7fr. 9fr.
& wwww wwww # ww # ww

# ww # ww
?
w w w w
D min7
œ
G7
œ œ œ C6 C6
& œ œ œ œ œ œ œ œ œ œ
œ œ
D min7 G7 C6 C6
9fr. 9fr. 7fr. 7fr.
& wwww www wwww wwww

w
? w w
w w w w

Take the A Train
Guide Tones
4
C6 D 7(#11)
& 4 .. ˙ ˙ ˙ #˙ ˙ #˙ ˙
˙
D min7 G7
&˙ ˙ ˙ ˙
1.
C6 D min7 G7
&˙ ˙ œ œ ..
œ œ
2.
C6 C7
&˙ ˙ ˙ b˙
F maj7
&˙ ˙ ˙ ˙ ˙ ˙ ˙ ˙
D7 D min7 G7
& #˙ ˙ #˙ ˙ ˙ ˙ ˙ ˙
C6 D 7(#11)
&˙ ˙ ˙ ˙ ˙
˙ #˙ #˙
D min7 G7 C6 C6
&˙ ˙ ˙ ˙ ˙ ..
˙ ˙ ˙

As you can see from the chords analysis, Take the A Train isn’t quite as
harmonically complex as other standards we have studied. Enjoy it now,
because we have some turbulent ones coming ahead.
However, I have still color coded the analysis in two separate parts.
Yellow = IV chord (as a new key center)
Let’s take a look at the first section.
Traditionally, the I chord is a 6 chord rather than a major 7 chord, mean-

ing it is spelled: R-3-5-6 in its most basic form. That being said, you can
easily sub this out for a major 7 as well.
In bar 3 we see a familiar friend, the V of V. Only this time it’s a dominant
#11 chord. This is because the #11 is in the melody.
While some standards specifically notate chords with alterations for mel-
ody notes, improvisers sometimes discard these during their improv and
treat the chord any way they prefer.
However, I typically find that the #11 is characterized within an improvis-
er’s solo. This is why our improv lesson covers this exact chord. We’ll get
there in a second.
Bars 5-7 are a simple ii-V-I in the parent key, with a turnaround in the first
ending back to the top in bar 8.

After we repeat bars 1-6, we arrive here.

In bar 9 we resolved from a ii-V to the I, but in bar 10 it morphs into a
dominant 7 chord.
This dominant 7 is clearly tonicizing the IV chord in bar 11, creating a V-I
relationship. So the C7 in bar 10 is most certainly acting as a secondary
dominant.
Of course, the Fmaj7 is still the IV chord, the entire song is in the key of
C. But it’s helpful to also think of it as a new key center, especially since
it is tonicized for 5 whole bars.

In bar 15 I changed the color coding back to blue because we arrive
back at the II7 V of V.
Remember that context is key.
D7 is also the VI7 in F major, but the Dmin7 in bar 17 clearly indicates we
are solidly in our parent key starting in bar 15.
Bars 19-26 are mostly a repeat of the first 8 bars, with a solid ii-V-I reso-
lution to end the song form.
While the chords in Take the A Train is not hard to understand, it does
present a picture of solid diatonic harmony with enough movement to
keep it interesting.
1. While the #11 is in the melody on the II7 chord, it is also often empha-
sized when musicians improvise.
2. The song doesn’t stray away from the parent key center, but the IV is
tonicized.

NO
|MPROV LESSON
5 Applying the Lydian Dominant Over

Isolated #11 Chords
As I mentioned at the beginning of this chapter, I personally find it diffi-
cult to maintain good musical ideas when individual chords linger for a
long period.
Take the A Train has many instances of this, but one instance is the dom-
inant 7(#11) chord starting in bar 3.
I find that chords like these can be confusing to play over, and many
musicians simply don’t know what to play when they arrive at a 7(#11)
chord.
Remember in the last chapter where I referred to scales as “pitch
collections?”
When isolated chords that have unique altered extensions are present,
this concept becomes especially helpful for me.
One great scale, or pitch collection, to draw from over a dominant 7(#11)
is the Lydian Dominant.
The Lydian mode is the 4th mode of the major scale, meaning if you start
and end a major on its 4th scale degree, you have a Lydian mode.
A Lydian Dominant is simply taking the 7th scale degree of the Lydian
mode and flatting it. This way you get both the sound of the #11 and the
b7 in the scale, making it a perfect pitch collection for a dominant 7(#11).

Here’s a notated Lydian Dominant Scale:
Now, the whole point of thinking of scales as pitch collections is this:

We don’t want to think of improvising the way a scale is written,
which is linear (in order).
We want to think of all of these notes as possible options for creating
melodic ideas. I want to return to our theme of composing in this improv
lesson.
We are going to focus on the dominant 7(#11) in Take the A Train, and
using the Lydian Dominant scale, compose ideas over this one isolated
chord.
Of course, I’m going to give you examples, but if you try this out yourself,
you may find it more difficult than composing a line over an actual chord
progression. It can get tricky to create something musical when the har-
monic context doesn’t change.
Take a look at my first lick.
Bebop Lydian Dominant Lick

This lick uses only the notes inside the Lydian Dominant scale and doesn’t
stray outside of it. Notice that this does not sound anything like the scale
itself. It’s an actual musical idea, and that is what we are shooting for.
Here’s another one.
“Skipping Rock” Lick
Here’s an example of using rhythm to evoke a concept or feeling. I call

this one “Skipping Rock” because it reminds me of someone throwing
a smooth, flat stone into a lake and it skipping on the surface. We’ve all
done that, right?
This lick mostly sticks to the Lydian Dominant note choices.
Take a look at the next one.
Mystery Motivic Development Lick
This one sounds mysterious so you can hear where it gets its name.
You can see the motivic development in the first two bars, drawing from
some of our previous improv lessons.
Let’s keep the ideas flowing. Here is the next one.

Drunken Triplet Lick
This one sounds to me like someone stumbling down a hallway after a

few too many. Add in some triplets, and you get a drunken triplet lick.
Notice how I’ve intentionally been thinking about rhythm when compos-
ing these. I want you to also think about using rhythmic themes and
concepts. Use what you’ve learned in previous improv lessons and con-
tinually put them to use.
Stuttering Interval Leap Lick
One way to avoid the sound of “playing scales” when you improvise is
to put intervals to use. This lick uses intervals to “leap” up to higher note
choices or “jump down” to lower ones.
Creating ideas like this can help you get creative, and if you play an
instrument where range is a challenge, this can be a great practice as
well.
Here’s one last idea to chew on.

Descending Lydian Dominant Pattern Lick
If you’re still feeling stuck to thinking about a linear scale when improvis-
ing, using patterns can be a starting place to break out.
In this case, I’ve started my lick in a higher register and employed a
pattern to help work my way down. This is not only great for working on
technique, but it’s also helpful for starting to create more musical ideas
out of a linear scale.
I would encourage you to play through some of my ideas to get the con-
cept and then start creating some ideas of your own. As I’ve mentioned
before, composing is a powerful tool for helping us to become better
improvisers.
Chords like the dominant 7(#11) tend to be trickier chords to navigate,
and isolated chords tend to make creativity hard.
By working through these chords and slowing down the improvisation
process, we can start to get certain sounds in our ears and start thinking
more like a composer.
Let’s move on to our next jazz standard study: Days of Wine and Roses.

NO
JAZZ STANDARD STUDY
6 Days of Wine and Roses
Days of Wine and Roses is one of those classic jazz standards that I
believe is a must know for every jazz musician. It seems to be a com-
monly called tune in most jazz scenes, and one that most learn early on.
I’ve included this jazz standard for those reasons, but I’ve also included
it because it’s another great example of diatonic jazz harmony with a few
twists and turns. There are some similarities between this song and Just
Friends, which I’m sure you’ll discover.
Days of Wine and Roses Bio:

Days of Wine and Roses was written by Henry Mancini with lyrics by Johnny
Mercer for the 1962 film “Days of Wine and Roses.” The song went on to win
a Grammy for “Song of the Year.” It’s been recorded many times since and has
become a staple piece of jazz standard repertoire. It’s most commonly played
in the key of concert F major.
Days of Wine and Roses has an A-B1-A-B2 form, as we’ve become famil-
iar with on several of the jazz standards we’ve studied so far.
There are many recordings to check out. Here are some to get you started.


Frank Sinatra from “Days of Wine and Roses, Moon
River, and Other Academy Award Winners” 1964
Bill Evans from “Consecration 2” 1996
Wes Montgomery from “Boss Guitar” 1963
Ella Fitzgerald from “Things Ain’t What They Used to Be”

2005
I want to draw your attention to the Bill Evans recording I’ve included.
First off, it was recorded live at the Village Vanguard in New York City,
my favorite jazz venue. Whenever I’ve gone to see a show there, I’ve felt
a special energy in that place.
But what I really want to point out is that Bill Evans plays the first A and
B section in the key of concert F major, and then for the second A and B
section he plays in concert Ab major.
Essentially, he’s transposed the second half of the song up a minor 3rd.
This is a cool arrangement, and I’ve heard musicians do this sometimes.
Give it a try and see how you do!
Let’s take a look at the Chord Map, Guide Tones Chart and Chords Analysis.

Days of Wine and Roses
Chord Map
b7(#11) b
F maj7 E A min7 D 7( 9)
4 œ bœ
œ
œ œ œ
œ
œ bœ
Chord Tones &b 4 œ œ œ bœ œ œ œ # œ œ
For C Instruments
b7(#11) b
8fr. 4fr. 4fr. 4fr.
4
&b 4 ww
ww
ww
ww n wwww b ww
# ww
Basic Piano And
Guitar Voicings
?b 4
(C Instruments)
4 w
bw
bw w w
b9
7 b7(#11) E
G min E
œ œ œ
œ œ œ œ bœ bœ œ
bœ œ œ
&b œ œ œ œ
bœ
b b9
( B min7 E )
7 b
G min E 7(#11)
2fr. 4fr.
& b www w ww ww
w www ww ww
? bw bw
b w w bw bw

F maj7 D min7 G min7 C7
œ œ œ œ œ
&b œ œ
œ œ œ œ œ
œ œ œ œ
b
( A min7 G min7 G min7/F E min7 ( 5) A7 )
8fr. 4fr. 2fr. 2fr.
& b ww www ww
ww
www
ww w w
?b
w w w w
b
E min7 ( 5) A7 D min7 G7 G min7 C7
œ œ œ œ œ œ
b
& œ œ œ œ # œ
œ œ
œ œ œ n œ œ œ œ œ œ œ
œ
( D min7 G7 )
b
E min7 ( 5) A 7
D min7 G 7
G min7 C7
6fr. 5fr. 4fr. 3fr. 2fr. 2fr.
& b ˙˙ ˙˙˙ ˙˙˙ www www

˙˙ n # ˙˙˙˙ ˙ n˙ w w
?b
˙ ˙ ˙ ˙ w w
b7(#11)
F maj7 E A min7 D7
œ œ bœ œ œ œ œ œ
&b œ œ bœ œ
œ œ œ #œ
œ
b7(#11)
F maj7 E A min7 D7
8fr. 4fr. 4fr. 4fr.
& b ww ww www # wwww

ww ww w
?b bw
w bw w w
b7(#11) b9
G min7 E E
œ œ œ œ œ œ
&b œ œ œ œ œ bœ œ b œ
bœ œ bœ œ
( B min7
b b9
E )
7 b
G min E 7(#11)
2fr. 4fr.
& b www www ww ww

w w ww ww
?b bw bw
w w bw bw
b b
F maj7 D min7 B min7 ( 5) E 7( 9)
œ œ œ œ œ
&b œ œ œ œ œ
œ œ œ œ #œ nœ
nœ
( A min7 )
b b
F maj7 D min7 B min7 ( 5) E 7( 9)
8fr. 4fr. 6fr. 6fr.
& b ww w w ww
ww www n www n
# ww
?b
w nw w
w
A min7 D min7 G min7 C7 F maj7
œ œ œ œ œ
b
& œ œ
œ œ œ œ œ œ œ œ œ œ œ œ œ œ
œ œ œ

& b ˙˙˙˙ ˙˙˙

˙
˙˙˙ ˙˙˙ www www
˙ ˙ w w
?b ˙ ˙
˙ ˙ w w
Days of Wine and Roses
Guide Tones
b7(#11) b
4 ˙ b˙ ˙ ˙
&b 4 ˙ ˙ ˙ #˙
b9
7 b7(#11) E
G min E
&b ˙ ˙ ˙ b˙ ˙ b˙
˙ ˙

˙ ˙ ˙ ˙ ˙
&b ˙ ˙ ˙
b
œ #œ œ
&b œ œ œ nœ œ ˙ ˙ ˙
˙
b7(#11)
F maj7 E A min7 D7
˙ b˙ ˙ ˙
&b ˙ ˙ ˙ #˙
b7(#11) b9
G min7 E E
b˙ b˙
&b ˙ ˙ ˙ ˙ ˙ ˙
b b
F maj7 D min7 B min7 ( 5) E 7( 9)
˙ ˙ ˙ ˙ ˙
&b ˙ ˙ #˙

˙ ˙
&b œ œ œ
œ œ œ œ
œ ˙ ˙

Some interesting things are going on in this jazz standard, so let’s start
taking a closer look. First, let’s start with the color coding.
Blue = F major (parent key)
Red = D minor
Green = G minor
Orange = ii-V of iii
Take a look at the first section.
We start on the I chord of the parent key and quickly go to something a

bit strange. The Eb7(#11) (the #11 being in the melody) I have labeled
as a bVII as it relates to the parent key. This could be viewed in three
ways:
1. Modal interchange (borrowing from the parallel minor).
2. A tritone sub of ii. Instead of the Amin7 (thinking of it as the ii of

Gmin7 in bar 5), Eb7 is the tritone sub. However, Amin7 is still
present in the 3rd bar.
3. A tritone sub of V of vi delayed.
All three of them are viable. I like the modal interchange explanation, but
at the same time, you must always think about context.

Where is that chord going?
In the analysis, I have it labeled as a tritone sub of V of vi. What is the V
of vi in this case? A7. What is the tritone sub of A7? Eb7. However, I label
it “delayed” because there is an Amin7 in the way.
This causes us to have no choice but to look at this whole thing another
way as well. Why? Because of context.
In bars 3-6 there is a clear ii-V of ii happening. This leaves the Eb7(#11)
a bit abandoned, but because of my earlier explanations, I think it plays
nicely with it.
I call it a hybrid ii-V of ii, because the ii in a minor key would normally be a
half-diminished chord. In this case, it’s borrowing from the parallel major.
While some musicians do play a half-diminished there, most recordings
I’ve listened to clearly play a regular minor 7 chord.
In bar 7, we meet the Eb7(#11) again, but this time it has a different func-
tion. Ho do I know? Context.
The Eb7(#11) clearly resolves back to the I, making it a backdoor domi-

nant, a familiar friend of ours by now.
In bars 9-12 we can take a breather from the harmonic madness and
enjoy a classic diatonic I-vi-ii-V.
Bars 13-14 is a simple secondary dominant ii-V of vi. However, I’ve split
up bar 14.

Remember, all of the analysis’ in these jazz standard studies can be
looked at through different lenses. Yes, we have a ii-V of vi, but then we
have that dominant II7 to follow it. Don’t forget, the roman numerals often
relate directly back to the parent key center.
You’ll notice I also labeled a “deceptive ii-V” under bar 14. The Dmin7-G7
would sound ever so momentarily like a ii-V to Cmaj7. But of course, it
turns the G7 into a Gmin7 in bar 15, making it clear to our ears that we
are not in C major, we are still in F major.
I know, all of this can be a bit confusing to think about. But read back
some of this again and spend some time looking at the analysis.
Bars 17-24 are just a repeat of bars 1-8, so we’ll pass over that.
The curveball is in bars 27-28. It seems a bit disjointed to go from the vi

chord in bar 26 to a ii-V of iii. But compositionally speaking, it is these two
bars that differentiate the two B sections and turns the piece around the
corner to the final stretch.
1. There are several chord progressions within Days of Wine and Roses
that can be conceptualized differently.
2. The same chord can sometimes have a different function.

NO
|MPROV LESSON
Employing the Use of Bebop Scales
6 and Phrasing
Something that I wanted to do different in this book from other books I
have done is to include other points of view outside of my own. Having
a diversity of thought in music is something I believe will be valuable for
you.
To accomplish this, I had Josiah Boornazian, who is a phenomenal
musician and one of the most brilliant musical minds I know, contribute
with two improv lessons in this book.
To kick off his contributions, he gives a great lesson on bebop scales
and phrasing over Days of Wine and Roses. I’ll let him take it from here.
For this improv lesson on Days of Wine and Roses, we’ll look at two things:
1. How to apply bebop scales to jazz standards.
2. How to add rhythmic drive to your solos by alternating which part

of the beat you start your 8th note lines on.
Part 1: Bebop scales
Bebop scales seem to have appeared as a musical concept in the first

few decades after bebop emerged as a distinct jazz style, which occurred
around the time of the Second World War in the late 1930s/early 1940s.
Pioneering jazz pedagogues David Baker and Barry Harris are the two
musicians most commonly credited with the development of the con-
cepts surrounding bebop scales.

It is important to note that the idea of bebop scales arose after bebop
had already been developed as a style of jazz. As is often the case with
theoretical ideas, the theory arose after the practice it tries to describe
was already well established.
To my knowledge, there isn’t much evidence that the idea of “bebop
scales” existed when Charlie Parker, Dizzy Gillespie, Charlie Christian,
Bud Powell, Thelonious Monk, and the other musical pioneers were
developing the unique new style of jazz which we now call bebop.
Instead, bebop scales were theorized after the fact to try to explain com-
mon melodic gestures that frequently recur in bebop-style melodies and
improvised solos.
Bebop solos notably feature a lot of chromatic or non-diatonic notes,
meaning pitches that are not included in the key of a given song or chord
progression.
Scholars, theorists, jazz musicians, and jazz pedagogues have devel-
oped theory systems, such as bebop scales, to make it easier to study,
learn, and talk about bebop’s musical vocabulary.
How do bebop scales work?
What are bebop scales?


Bebop scales are essentially major, minor, and dominant scales with
one or more added “passing tones,” which are extra “chromatic” or
“non-diatonic” notes.
It is important to note that in theory and in practice, bebop scales are

generally thought of as descending scales, meaning they make the most
sense, sound the best, and are most often used when playing descend-
ing stepwise melodies.
Bebop scales also provide an excellent structure that allows you to
incorporate more chromaticism in your improvising. Additionally, using
bebop scales allows you to think about scales rather than just individual
chords while improvising.

In other words, bebop scales can help you start to think more melodi-
cally (or “linearly”) as opposed to harmonically (or “vertically”).
Although arpeggiating chords and outlining harmonic guide-tones are
useful approaches all aspiring jazz musicians should master, it will give
you even more ideas and greater flexibility as an improviser if you master
bebop scales as well.
Why are bebop scales useful?
One of the main reasons bebop scales are especially useful is that they
allow you to get all of the chord tones to align with strong beats when
playing a stepwise melody.
Since most scales derived from the Western “church” modes have 7
notes before repeating the tonic pitch, they are rhythmically asymmetri-
cal when played as stepwise 8th note lines. Practically, this means that if
you play a descending 7-note scale in 8th notes, the chord tones asso-
ciated with that scale will not always fall on the downbeats.
By adding a passing tone to a scale, you now have an 8-note scale, which
is rhythmically symmetrical – meaning you can play the scale ascending
or descending in 8th notes as a stepwise melody and have all the chord
tones line up with the downbeats.
By making all the chord tones land on downbeats, you will be able to
clearly communicate the harmonic progression of a tune without arpeg-
giating chords, since the ear tends to place more importance on notes
that fall on rhythmically strong beats.
Let’s go over the two most common bebop scales:
1. The major bebop scale.
2. The dominant bebop scale.

Major Bebop Scale
The major bebop scale is essentially a major scale with an added pass-
ing tone: the b6.
So since Days of Wine and Roses is in F major, let’s use an F major
bebop scale.
Dominant 7th Bebop Scale
Another common bebop scale is the dominant 7th (or Mixolydian)

bebop scale.
This scale is generated by adding a passing tone between the flat-
ted-seventh scale degree and the root.
This is what the dominant seventh bebop scale looks like in descending
form.
The dominant 7th bebop scale is also useful over II minor chords when
you’re playing II-V-I’s. You can play one scale over both the II- and the
V7 chords.
In other words, just treat the II- chord like a V7 chord in the same key,
which works since both modes come from the same parent scale and
therefore comprise the same pitches.
For example, G Dorian minor (G-7) and C Mixolydian (C7) have the same
notes, since both are derived from their parent scale: F major.

There are also a few other common passing tones you can use with
the dominant 7th bebop scale.
You can add passing tones between the 3rd and 2nd as well as between
the 2nd and 1st scale degree (i.e., you can add a b3 and b2 as passing
tones).
Here’s what a dominant 7th bebop scale looks like with 3 passing tones
(in descending form).
Here are some helpful general guidelines for keeping chord tones
on strong beats while playing bebop scales:
PPIf you start your 8 -note line on a chord tone on a beat, use the full
th
scale with the passing tone (or all 3 passing tones for the dominant
7 bebop scale).
PPIf you start your 8 -note line on a chord tone on an upbeat, use the
th
scale without the passing tone until you have a chord tone back on
the beat. Once a chord tone is back on the beat, use the full scale
with the passing tone (or all 3 passing tones for the dominant 7
bebop scale).
PPIf you start your 8 -note line on a non-chord tone on a beat, use the
th
scale without the passing tone until you have a chord tone back on
the beat.
PPOnce a chord tone is back on the beat, use the full scale with the
passing tone (or all 3 passing tones for the dominant 7 bebop
scale).
PPIf you start your 8 -note line on a non-chord tone on an upbeat, use
th
the full scale with the passing tone (or all 3 passing tones for the
dominant 7 bebop scale).

Part 2: Vary phrase starting points
As important as it is to try to get chord tones to fall on strong beats, it’s

also important to create rhythmic variety, unpredictability, and surprise
while improvising.
Jazz musicians like Charlie Parker, Thelonious Monk, and Miles Davis
were famous for playing asymmetrical phrases and rhythmically displac-
ing their melodic lines. This adds excitement, variety, energy, and inter-
est in their improvisations.
We can deliberately practice incorporating rhythmic variety into our
solos by consciously varying which part of the bar we start and end
our melodic phrases.
This is especially a good idea when we’re playing a lot of running 8th
note lines, because 8th-note lines can become monotonous if they are
rhythmically predictable, regardless of how melodically or harmonically
interesting they may be.
An obvious starting point would be to play an 8th note line that starts on
beat 1 of a measure and ends on beat 1 of the next measure.
However, if all of our phrases moved from beat 1 of one bar to beat 1 of
the next bar, our solos would lack variety and sound very predictable,
static, and boxy.
In this etude, we’ll make a point of starting every 8th note line on a differ-
ent part of the beat, and we’ll make sure to use every part of the measure
by the end of the etude (beats 1, 2, 3, 4, as well as every upbeat).
This will also give us the chance to practice playing bebop scales in dif-
ferent forms and starting on different scale degrees.
NOTE: the bebop scale isn’t used over every chord. To add some
variety, some chords use diatonic scales, modes derived from
melodic minor, or modes from harmonic major. But just focus on
identifying the bebop scales!

Days Of Wine And Roses Etude
b7(#11) b
4 œ œ œ bœ œ
œ œ œ bœ œ œ œ œ œ #œ nœ #œ nœ #œ nœ nœ œ œ #œ bœ nœ œ nœ œ
&b 4 Œ
œ
b7(#11) b9
G min7 E E
œ œ œ bœ œ bœ œ
& b œ œ Œ ‰ nœ nœ œ œ nœ bœ œ œ
j œ bœ œ œ Ó ‰ b œJ œ œ

œ œ œ bœ œ
œ n œ œ J œ ‰ œ œ œ œ œ œ Ó œ œ œ œ
&b œ œ nœ œ ‰ J nœ œ œ
b
#œ œ œ #œ œ œ œ nœ œ Œ œ œ œ œ
& b œ b œ œ n œ n œ Œ ‰ Jœ œ n œ b œ œ œ nœ bœ bœ
b7(#11)
F maj7 E A min7 D7
œ œ œ #œ œ nœ bœ œ œ
& b œ Œ Œ ‰ œj œ œ œ œ b œ ‰ J nœ œ œ #œ bœ nœ œ ‰ nœ œ
J
3
b7(#11) b9
G min7 E E
nœ #œ nœ nœ œ œ œ œ œ
& b œœ Œ œ nœ bœ œ œ œ bœ œ bœ Œ ‰ b œJ b œ œ œ b œ œ œ
3

b b
F maj7 D min7 B min7 ( 5) E 7( 9)
œ œ œ
&b œ ‰ n œj n œ ‰ œ œ Œ œ n œ œ ‰ œ n œ ‰ œJ œ œ n œ œ # œ œ œ œ
nœ J œ J
A min7 D min7 G min7 C7
&b œ Œ Œ œ œ œ œ nœ bœ bœ
œ œ œ
F maj7 G min7 C7 F6
œ
&b œ œ œ œ Œ œ nœ bœ œ œ
œ œ
œ œ œ Œ Ó

This etude is highly chromatic and sometimes you may feel some sounds
are “out.” But note that these sounds always resolve to “in” notes and
strong chord tones.
Look through the etude and see if you can identify where bebop scales
are being employed.
Days of Wine and Roses is a great tune to explore these two concepts
and much more.
Let’s move on to our next jazz standard study: Alone Together.

NO
JAZZ STANDARD STUDY
7 Alone Together
Up until this point we haven’t dealt with a jazz standard that has a minor
parent key. While there are easier introductions to the world of minor har-
mony, I want to study Alone Together because it has a lot more to offer.
Alone Together is a tune that I believe unlocks a lot of concepts in jazz
harmony, as is the case with many of the jazz standards in this book. If
you know Alone Together, you’re going to have a decent grasp on many
more tunes that have similarities.
Alone Together Bio:

Alone Together is a timeless tune written by Arthur Schwartz with lyrics by
Howard Dietz. It was written for the 1932 Broadway musical “Flying Colors.”
The first jazz recording of this standard was done by Artie Shaw in 1939.
This is a favorite of many jazz musicians because it has a great melody, great
changes, and allows for a lot of creativity. It is most commonly played in the
key of concert D minor.
Perhaps what I like best about Alone Together is that it lends itself equally
well to the blues and bebop.
You can play bluesy lines over it quite easily. As you will see soon in the
Chords Analysis, the first 8 bars are the first 8 bars of a minor blues. At
the same time, it has a lot of ii-V-I harmony and cycling chords in fourths
which plays well on the bebop side of things.

As per usual, there are a lot of great recordings of this song, so do your
own explorations. These will get you started.

Chet Baker from “Essential Standards” 1959
Jim Hall and Ron Carter “Alone Together” 1973
Lee Konitz, Brad Mehldau, Charlie Haden from “Alone

Together” 2010
Ella Fitzgerald from “Golden Start Collection Vol. 2” 2018
Let’s waste no more time and get straight to our core resources for this
jazz standard. Take a look at the Chord Map, Guide Tones Chart, and
Chords Analysis.

Alone Together
Chord Map
b b b b
D min7 E min7 ( 5) A 7( 9) D min7 E min7 ( 5) A 7( 9)
4 œ œ œ œ œ œ
.. œ œ œ œ œ œ œ œ
Chord Tones
For C Instruments
&b 4 œ œœ
œ œ œ œ œ œœ
œ œ
b b b b
4 .. ww
Basic Piano And
&b 4 ww ˙˙˙
˙
˙
# ˙˙˙
www
w
˙˙˙
˙
˙
# ˙˙˙
Guitar Voicings
?b 4 ..
(C Instruments)
4 w ˙ ˙
w ˙ ˙
b b
œ
D min7 A min7 ( 5) D 7( 9) G min7
b œ Aœ œ œ
&b œ œ œ œ œ œ
œ #œ
œ œ œ œ œ œ œ œ
b b
D min7 A min7 ( 5) D 7( 9) G min7
4fr. 4fr. 4fr. 2fr.
&b www
w b ˙˙˙˙ # ˙˙˙˙ www www
w w
?b
˙ w w
w ˙
b
œ œ
B min7 E7 G min7 C7 F maj7 E min7 ( 5) A7
œ œ
&b # œ œ # œ nœ œ œ œ œ œ A œ œ œ œ
œ œ
œ œ œ # œ
nœ œ œ œ œ
b
6fr. 6fr. 8fr. 7fr. 8fr. 6fr. 5fr.
& b # ˙˙ ˙˙˙ ˙˙˙ ˙˙˙ www ˙˙˙ # ˙˙˙˙

n ˙˙ #˙ ˙ ˙ w ˙
? n˙
b ˙ ˙ w ˙ ˙
˙
1. b b
D maj7 E min7 ( 5) A 7( 9)
œ œ œ
&b œ #œ œ œ œ #œ ..
œ #œ œ œ
b b
D maj7 E min7 ( 5) A 7( 9)
5fr. 6fr. 3fr.
& b # ww ..
˙˙˙˙ # ˙˙˙˙
# ww
?b ..
w ˙ ˙
2.
D maj7
&b #œ œ #œ #œ œ #œ
œ œ
D maj7
5fr.
& b # ww # www
# ww # w
?b
w w
b b
A min7 ( 5) D 7( 9) G min7
œ bœ œ œ bœ œ œ œ œ
&b œ œ #œ
œ œ œ œ œ
b b
A min7 ( 5) D 7( 9) G min7
4fr. 4fr. 2fr.
& b b wwww b # wwww www www

w w
?b w #w w w
w w w
w

b b b b
G min7 ( 5) C 7( 9) F maj7 E min7 ( 5) A 7( 9)
b œ œ œ œ œ œ
b œ œ bœ œ œ œ
œ # œ
& œ
b b b b
G min7 ( 5) C 7( 9) F maj7 E min7 ( 5) A 7( 9)
& b b www b wwww www ˙˙˙ # ˙˙˙˙

w w ˙
?b w ˙ ˙
w w ˙
w ˙
b b b b
D min7 E min7 ( 5) œ D min A 7( 9)
œ œ
7
E min7 ( 5) A 7( 9)
œ
&b œ œ œ œ œ œ œ #œ œ œ œ # œ œ
œ œ œ œ œ œ œ œ œ
b b b b
& b ww ˙˙˙˙ # ˙˙˙˙ www ˙˙˙˙ # ˙˙˙˙

ww w
?b
w ˙ ˙ w ˙ ˙
b b7
œ œ bœ #œ œ œ
D min7 B min7 ( 5) B A7 D min7
œ œ œ œ œ œ
& b œ œ œ nœ œ œ œ œ œ œ œ œ
b b7
& b ˙˙
˙˙ n ˙˙˙˙ ˙
b ˙˙˙ n # ˙˙˙˙ www
w
www
w
?
b
˙ n˙ ˙ ˙ w w

Alone Together
Guide Tones
b b b b
4 .. ˙ ˙ œ #œ ˙ œ #œ
&b 4 œ œ ˙ œ œ
b b
D min7 A min7 ( 5) D 7( 9) G min7
&b ˙ ˙ œ œ #œ œ ˙ ˙ ˙ ˙
b
œ œ #œ
&b œ œ #œ œ œ œ œ ˙ ˙ œ œ
1. b b
D maj7 E min7 ( 5) A 7( 9)
#˙ œ #œ ..
& b #˙ œ œ
2.
D maj7
& b #˙ #˙ #˙ #˙
b b
A min7 ( 5) D 7( 9) G min7
&b ˙ ˙ #˙
˙ ˙ ˙ ˙ ˙
b b b b
G min7 ( 5) C 7( 9) F maj7 E min7 ( 5) A 7( 9)
œ #œ
&b ˙ ˙ ˙ ˙ ˙ ˙ œ œ

b b b b
˙ œ #œ ˙ œ #œ
&b ˙ œ œ ˙ œ œ
b b7
&b œ œ œ œ bœ œ œ #œ ˙ ˙
˙ ˙

Alone Together is a little bit tricky at parts to analyze, so let’s go over the
color coding so you can start to see how I sectioned it off.
Blue = parent minor key
Green = key of G minor (iv chord of parent)
Orange = ii-V of V
Red = relative major
Purple = modal interchange to the parallel major
If you are familiar with a minor blues form, you will see the similarity. Bars
1-5 feature ii-V-i’s in the parent minor key, and in bars 6-8 a ii-V-i of iv
transitions us to the iv chord.
This is much like the first 8 bars of a minor blues, except in a minor blues
the 5th bar would land squarely on the iv chord. However, the essence of
the blues form is immediately clear in this composition.
This first section is basic minor harmony, and as long as you understand
that, it is not too difficult to wrap your head around.
It’s the next section that starts to get tricky.

I labeled bar 9 as a ii-V of V. There isn’t a great explanation for why this
works diatonically. That’s okay because as we’ve been learning in our
jazz standard studies, chord progressions don’t have to be diatonic to
sound great in the context of a song.
This chord progression fits in well with the melody. Another possible
explanation for why it sounds good to our ears is the connection of major
and minor thirds.
From Gmin7 in bar 8 to Bmin7 in bar 9 is an intervallic relationship of a
major 3rd. From the E7 in bar 9 to the Gmin7 in bar 10 is an intervallic
relationship of a minor 3rd.
Our ears like to hear patterns.
In bars 10-11 we have a brief shift to the relative major.
Bars 12-13 are a classic example of modal interchange and how it is
used to add surprise.
In bar 12 the ii-V would indicate that we are going back to the minor i
chord. However, in bar 13 it resolves to the parallel major. This is a com-
mon compositional tool that you will hear in other standards.
From an improviser’s standpoint, you would treat the ii-V like you would
a minor ii-V. Simply avoid the minor 3rd and 7th, and instead choose to
resolve to the major 3rd to indicate that the quality of the chord is major.

Bar 14 is a turnaround back to the top of the form at the repeat.
Let’s move on to the next section.
Bar 17 officially starts the B section. It starts with a “long” ii-V-I to the iv
chord.
In bars 21-23 we have a hybrid ii-V-I to the relative major. We’ve dis-
cussed hybrid ii-V-I’s in the past.
It’s important for me to distinguish the similarities and differences
between the hybrid ii-V-I and the modal interchange in bars 12-13.
Similarities:
PPBoth start a minor ii-V and resolve to a major chord.

PPBoth substitute chords from parallel keys.
Differences:
PPModal interchange is borrowing a chord from the parallel key (in

this case, the target chord).
PPA hybrid ii-V is when you borrow the ii and V chord from the parallel
minor of a targeted diatonic chord within the parent key. In other
words, the target chord isn’t being substituted like in modal inter-
change. The ii and V are.

Bar 24 is a turnaround to the last A. Take a look at the last section.
The last 8 bars of the form are essentially a series of ii-V-i’s to the tonic.
The only difference is in bar 30 where a tritone sub of ii creates a more
bluesy resolution to the tonic.
Remember, a tritone substitution means you are substituting a chord
with a dominant 7 chord a tritone interval away.
Normally, a tritone substitution replaces one dominant 7 chord with
another. In this case, it’s a minor7(b5) ii being replaced, Emin7(b5).
If you ever want to make your minor ii-V’s sound more bluesy, the tritone
sub of ii is a good way to accomplish that.
1. Alone Together borrows a lot of minor blues harmony.
2. The modal interchange used in Alone Together and hybrid ii-V-I’s have
similarities but are used to accomplish different functions.

NO
|MPROV LESSON
7 Creating Melodic Themes with Copy

and Paste Motives
In this book, we’ve spent a good deal of time dealing with motivic devel-
opment, both rhythmic and melodic. This is because when it comes to
jazz improvisation, it’s all about developing melodic ideas.
We don’t want our solos to sound like a bunch of random notes, licks, or
cobbled together phrases.
We want there to be a theme.
In Improv Lesson #4 we discussed a bunch of different kinds of motivic
development we can use. But in this improv lesson, I want to add even
more constraints to our composition process.
To do this, we are going to employ the use of Copy and Paste Motives.
What’s a Copy and Paste Motif?


A Copy and Paste Motif is a melodic idea that follows a specific interval-
lic formula. This formula is then applied to other similar chord progres-
sions within a given song.
Example: 5-b3-R-5, could be four notes used over a minor 7 chord.

Arguably the most difficult section of Alone Together to navigate when
improvising is this section:
Bars 9-10 feel awkward because there isn’t an easy connection between
the ii-V and the ii-V-I.
So a great way to approach these kinds of chord progressions is to simply
play a melodic idea and then repeat that exact same idea transposed.
Of course, this requires that the chord progressions are the same as
each other as they are in bars 9-10. However, you will see this exact
scenario play out time and time again in jazz standards.
If this is not immediately clear, the following examples will help clarify.
5-b3-R-5/11-9-#9-3
Notice that the title of this example represents the intervallic formula for the
notation written. For each chord, 4 notes are being represented (5-b3-R-5
for the minor 7 chords and 11-9-#9-3 for the dominant 7 chords).
This same formula is simply repeated over the Gmin7-C7 in the following
bar, only transposed. The notes played over the Fmaj7 are not in the
formula, but for the sake of these examples, they will be the same reso-
lutions every time.
Let’s take a look at another one.

b7-5-b7/9-b7-5-3
This time I added more rhythmic activity by adding an eighth note rest
on beat 2. Take a look at each one of those notes, and you will see the
formula play out. Please! Don’t take my word for it.
Let’s keep the ideas flowing.
b7-5-b3-11/3-R-b7-5
For this example, I wanted each chord to start on a high note and descend.
As you play through these, I hope that you can hear how these two chord
progressions now sound connected. Not because they are diatonically
related to each other, but because we have brought them both together
under a common musical theme.
R-b3-5/R-9

The examples up until now have been strictly based on eighth notes and
eighth note rests. So I included quarter notes and a phrasing instruction.
Do you see what that is? It’s the staccato on beat 2 which indicates you
should play that note short. It really makes the phrase come to life, so be
sure to include it.
Let’s close up with one more Copy and Paste motif.
b3-5-b7-R/13-R-11-3
When you improvise or compose, you should consider the “shape” of

your phrase. When I say “shape,” I mean that aurally. However, if you
look at the visual shape of the notation, you can see it as well.
The minor 7 chords ascend, and the dominant 7 chords descend. This
kind of playing creates movement and direction in your lines.
Copy and Paste Motives are a great way to connect two chord progres-
sions that don’t share diatonic similarities. Sometimes it’s not about what
notes they share, but how you connect them together melodically.
Alone Together offers a fantastic example of how to apply this concept.
Understand this in Alone Together, and you’ll know what to do the next
time you come across this in another jazz standard.
Let’s move on to the next jazz standard study: Solar.

NO
JAZZ STANDARD STUDY
8 Solar
Solar is another jazz standard that you can’t get away with not knowing. Attend
any jazz jam or play jazz gigs and it’s bound to be called eventually.
I want to study Solar with you because, quite frankly, it’s weird. It’s a bit
awkward, but at the same time, a lot of fun to improvise over. By studying
this song, we can learn a lot about conventional meets un-conventional
jazz harmony.
Solar Bio:
Solar is a tune written by Miles Davis and is featured on his hit record “Walkin’.”
However, there is controversy over this tune regarding authorship, and some
say that Davis’ Solar is essentially the same as a previously written tune called
“Sonny” by guitarist Chuck Wayne. It was not uncommon for Miles to take credit
for tunes that he did not write.
You can argue that the commonly played key is concert C minor because the
song starts and ends there. However, Solar cycles through multiple different
keys, so it’s difficult to nail down a parent key.
Solar has a 12-bar form, and some think of it as a warped minor blues.
Bar numbers aside, I think there are much better ways to look at it as I
will discuss in the Chords Analysis.

Miles Davis from “Walkin’”
Red Garland from “Solar”
John Abercrombie and John Scofield
Let’s take a look at the Chord Map, Guide Tones Chart, and the Chords
Analysis.
Solar
Chord Map
C min (maj7) G min7 C7

4
&4 .. œ œ œ œ œ b œ œ œ
œ bœ
Chord Tones
For C Instruments œ b œ œ b œ œ œ
7fr. 8fr. 7fr.
4
& 4 .. b wwww
Basic Piano And b wwww www
bw
www
bw
? 4 ..
Guitar Voicings
(C Instruments)
4 w w w w
b7
F maj7 F min7 B
œ œ œ œ œ bœ
& œ œ œ œ œ bœ œ œ bœ
bœ
b7
F maj7 F min7 B
8fr. 6fr. 5fr.
& www www b www www

w w bw bw
? bw
w w w
b b b7 b b b
E maj7 E min7 A D maj7 D min7 ( 5) G 7( 9)
œ bœ bœ œ bœ bœ œ œ œ œ bœ
& bœ œ bœ bœ bœ b œ
bœ œ bœ œ œ bœ œ
œ
b b b7 b b b
˙ ˙ bw
& b wwww b b b ˙˙˙ ˙˙˙ b www b ˙˙˙˙ ˙˙˙
˙
?
bw b˙ b˙ bw ˙ ˙

Solar
Guide Tones

4
& 4 .. b ˙ ˙ ˙ b˙ b˙
b˙ ˙ ˙
b7
F maj7 F min7 B
&˙ ˙ ˙ ˙ b˙ b˙ ˙ b˙
b b b7 b b b
&˙ bœ œ ˙ œ œ ..
˙ bœ œ ˙ œ œ

Let’s start with the color coding.
Blue = C minor
Yellow = F major
Orange = Eb major
Red = Db major
Solar is best thought of in terms of different key centers. In my opinion,

it is counter-productive to try to relate all of the chords to a parent key
center. However, it can still be helpful to understand the intervallic rela-
tionships between each chord.

We start with a Cmin(maj7) which establishes a key enter from the very
start. Don’t get too comfortable. It won’t stay there long.
Note that the min(maj7) chord comes from the melodic or harmonic minor
scale. When a melodic or harmonic scale is harmonized with 7th chords,
the result is a tonic chord with a min(maj7) quality.
In bar 3 we start the transition to our next key center (F major).
Two things to pay attention to regarding intervals:
1. The relationship between C minor and F major is a perfect 4th.
2. In bar 3 a cycle of 4ths begins from chord to chord.
In bar 5 we resolve to the tonic of the new key center. In bar 7 the major
7 chord turns into a minor 7 chord and starts a ii-V into a new key center.
Two things to pay attention to here:
1. The cycle of 4ths continues by converting the tonic major 7 chord

into a minor 7 chord which functions as a ii chord of the new tonic.
We’ve seen this happen before in our Tune Up study.
2. The intervallic relationship between F major to Eb major is a major

second (or a whole step down).

In bar 9 we resolve to the tonic of our 3rd key center.
We transition into the next key center the same way- turn the major 7 into
a minor 7- new key center is a whole step down. This one goes by a bit
quicker with only 2 beats per chord in bar 10.
Bar 12 is a turnaround back to the top.
Note that to end Solar, you simply resolve to a Cmin(maj7).
1. Solar has 4 key center changes separated by intervals of a perfect 4th,
and descending whole steps.
2. A cycle of 4ths continues throughout the form to tie the key centers together.

NO
|MPROV LESSON
8 Combining the Melodic Minor and Triplets
For this improv lesson, I want to get Josiah Boornazian back on to help
us work out some music theory and rhythm-based solutions for improvis-
ing over Solar.
I’ll let him take it from here!
This lesson on Solar is going to tackle two different concepts simultaneously:
1. First, we’re going to look at the melodic minor scale and a few of
its modes and use them to generate melodic ideas.
2. Secondly, we’re going to work on eighth-note and quarter-note

triplet subdivisions to help us spice up our solos with some nice
rhythmic variety.
Part 1: The Melodic Minor Scale
In addition to learning the major scale in all 12 keys and the 7 diatonic or
“church” modes derived from the major scale, the melodic minor scale
is one of the most important and useful scales for jazz improvisers to
master.
To review, in the jazz context, a melodic minor scale is just the ascend-
ing version of the “classical” melodic minor scale. Basically, a melodic
minor scale is identical to a major scale except the third scale degree
is lowered one half-step.
Since Solar starts and ends on a Cmin(maj7) chord, I’m going to be
giving examples in C minor.

Here is a melodic minor scale.
You can create modes based on this scale by playing the same melodic
minor scale but starting on a different scale degree, just like you can with
the major scale.
There is a lot of confusion over what to call the various modes derived
from melodic minor, so I’ll give you multiple names for each scale. It’s
important to know all the different “aliases” or nicknames that are used
to refer to the same scale so that you’ll know which scales other jazz
musicians are talking about.
For this lesson, we’ll focus on the melodic minor scale played from the
tonic, from the 6th, and from the 7th
From the tonic = melodic minor.
The “modal” nickname for the melodic minor scale is “Dorian natural 7,”
because the melodic minor scale is just like a Dorian minor scale except
with a natural (or major) seventh instead of a flatted seventh (when com-
pared with a parallel major scale starting on the same root).
The melodic minor scale played from the root is simple to use:
1. You can use it over any tonic minor-major-seventh chords.
2. You can also use it on II minor chords. So, for example, the C me-
lodic minor scale works perfectly over a Cmin(maj7) chord.
The melodic minor sound is so strong that it often works over a minor ii
chord despite the fact that the seventh of the melodic minor scale might
clash with the flatted seventh.

From the 6th = Locrian natural 2.
One of the other very common modes of the melodic minor scale is the 6th
mode. This mode works great over half-diminished 7th chords (also called
minor-seven-flat-five chords) when you want a natural 2 in your scale
(which corresponds to a natural 9 in a piano or guitar voicing).
This is particularly useful over half-diminished chords that are part of
minor ii-V-i’s that resolve to a major I chord. This is because the natural 2
of the ii(b5) is the same note as the natural/major third of the tonic major
scale.
From the 7th = the altered scale.
Yet another commonly used mode of the melodic minor scale is the 7th mode.
This scale is used frequently in mainstream jazz melodic vocabulary.
It is known by at least four different names:
1. Perhaps the most common name is the “altered scale” or the “al-
tered dominant scale.”
2. It’s sometimes called “the diminished whole tone scale” (because the
first half of the scale is like a diminished scale with the half-step first
and the second half of the scale is like a whole-tone scale).
3. “Ionian #1” (because it’s just like a major or Ionian scale except
with a root/tonic that’s been raised a half step).
4. Finally, the “Super Locrian Scale” (because it’s like Locrian but
with a lowered 4th, which makes it “super” dark sounding to some
people’s ears).

Because there are so many different names for the same scale, people
also sometimes just refer to it as “the seventh mode of melodic minor.”
The altered scale is a type of dominant scale, and it is used over domi-
nant 7th chords that have been altered. You can use it over a dominant 7
(b9) chord, for example.
The full list of altered notes contained in the altered scale are the fol-
lowing:
b9, #9, #11, b13.
Since this scale has a b13, it doesn’t work as well over dominant 13 (b9)
chords because they have a natural 13 which clashes with the b13.
However, many jazz standards notate altered dominant chords as a
generic “7(b9)” chords without a 13th specified. In such cases, the altered
scale generally works well as a viable scale choice option for generating
improvised melodies.
So for the etude on Solar we are going to go over soon, we’re going to
maximize our use of the melodic minor scale.
We’ll use the melodic minor sound to create melodies every time we have
a minor chord, and we’ll use the 7th mode of melodic minor (the altered
scale) every time there is a dominant chord that is resolving V7-I.
Part 2: Adding triplets
As an added layer of musical challenge, we’ll also practice spicing up

our melodic improvisations by alternating between using 8th note vs. trip-
let rhythms as we create our melodies.
Triplets are important to practice because the 8th note triplet is the
primary subdivision in jazz.
Jazz vocabulary is rich with triplet-based rhythms, and you can really
create a wonderful sense of rhythmic interest and variety by introducing
more triplets into your playing.
It’s true that the rhythmic feel we call “swing” certainly is elusive and
hard to define and conceptualize. But subdividing in 8th note triplets gets
you close to a good model for a solid 8th note swing feel.

In other words, jazz is all about the 8th note triplet. If you want to approach
a more “authentic” swing feeling in your jazz playing, you need to address
the triplet feel that gives swing its characteristic “bounce.”
In recent decades, consensus has emerged among many scholars,
musicians, and jazz aficionados that many rhythmic characteristics of
jazz, including swing, are the result of the influence of West African
music on jazz.
Jazz is inherently polyrhythmic, and the cultural preference for poly-
rhythms can be traced back to African practices that both influenced
jazz directly and informed the musical precursors to jazz.
The polyrhythms that are common in jazz involve the mixing of duple
and triple rhythmic feels. In a typical straight-ahead jazz performance,
the bass player outlines the chord changes in quarter-note walking bass
lines while the drummer plays triplet-based (or you can think of it as 6/8
or 12/18) rhythms on the ride cymbal.
The drummer’s other activities, as well as the rhythms played by soloists
and other accompanists, are likewise based on a mix of triple and duple
subdivisions.
Swing feel arises at least in part from tapping into the triplet or 12/8 feel
and exploiting all of the polyrhythms, rhythmic tensions, and variety of
ways of breaking up the beat that are possible when a triple-meter subdi-
vision is superimposed on a duple-meter foundation.
This is not to detract from or deny the fact that everyone will place their
swing 8th notes in a slightly different place – perhaps somewhere between
a triplet-swing and -straight-8th feel. This is a good thing!
Part of what makes swing special is that, though it is almost always under-
stood to arise from polyrhythmic use of a triplet time feel inside a duple
meter, everyone has their own slightly different rhythmic “voice” – their
own approach to swing.
By tapping into the triplet subdivision and becoming aware of the inher-
ent polyrhythmic aspects of jazz, you will automatically increase your
rhythmic prowess and improve your time-feel when playing swing 8th
notes.

On the next two pages, we’ll start applying everything I’ve just talked
about over Solar.
1. We’ll start with a “Melodic Minor Map” so you can see which scales
I employ over each chord in the song form
2. Then I’ll show you an etude I’ve composed for Solar that utilizes
those melodic minor scales and triplets.
Solar
Melodic Minor Map
b
C min (maj7) G min7 C 7( 9)
œ œ œ œ œ œ œ b œ œ œ œ #œ œ bœ bœ œ
& œ œ bœ œ œ œ œ b œ œ œ œ œ b œ b œ b œ b œ
C Melodic Minor G Melodic Minor C Altered
(D b Melodic Minor)
b7(b 9)
F maj7 F min7 B
b œ œ œ œ œ b œ œ œ œ œ b œ œ œ œ œ
œ # œ œ œ #œ #œ #œ
&œœœ œœœ œ œ bœ #œ
F Major F Melodic Minor B b/A# Altered
(B Melodic Minor)
b b b7(b 9)
E maj7 E min7 A
œ bœ œ bœ nœ nœ œ œ nœ #œ #œ
& bœ œ œ bœ bœ œ bœ œ bœ b œ b œ œ #œ
E b Major E b Melodic Minor A b/G# Altered
(A Melodic Minor)
b b b
D maj7 D min7 ( 5) G 7( 9)
bœ œ b œ bœ œ œ
& bœ bœ œ bœ bœ bœ œ œ œ œ œ b œ b œ œ œ b œ b œ b œ
D b Major D Locrian Natural 2 G Altered
(F Melodic Minor) (A b Melodic Minor)

Solar
Improv Lesson

4
&4 Œ œ œ œ ‰ œj ‰ œ ‰ j œ œ œ bœ #œ œ œ œ ‰
œ bœ bœ œ bœ
œ bœ
3 3 3
J œ bœ
b7
F maj7 F min7 B
j j ‰ b œj œ œ œ œ # œ # œ œ # œ
& nœ bœ œ œ nœ œ Œ Œ ‰ œ œ œ œ œ œ bœ
3 3 3 3
œ œ œ #œ #œ
3
b b b7 b b b
b œ j b œ œ
& nœ #œ œ bœ nœ bœ Œ Œ bœ bœ œ b œ œ ‰ œ bœ œ
3
bœ bœ œ bœ bœ bœ œ œ
3
3
3 3 3
C min (maj7)
œ bœ œ nœ
&œ nœ œ œ w
3

Look through and see if you can identify the melodic minor scales in the
lines I composed.
Admittedly, this solo isn’t the easiest to play. The rhythms may throw you
off a little bit, but I’d encourage you to take it slow and work it out on your
instrument.
Additionally, some of the sounds may seem “out” to you. That’s okay!
Sometimes playing some “out” notes, and resolving them to “in” notes
can be a great way to create tension and release.
Solar is a fantastic tune to apply some melodic minor theory. Triplets
bring the essence of swing to life and help us create rhythmic diversity
in our lines.
Let’s move on to the next jazz standard study: What Is This Thing Called
Love?

NO
JAZZ STANDARD STUDY
9 What Is This Thing Called Love?
What Is This Thing Called Love is a fantastic jazz standard, that once
again, is a must know.
Harmonically speaking, it uses several concepts that we have already
covered in this book. It will be a great continuation of those studies as
well as an introduction to others.
What Is This Thing Called Love? Bio:

What Is This Thing Called Love? is a tune written by Cole Porter in 1929 for the
musical “Wake Up and Dream.” The song eventually became a popular jazz
standard and one of Porter’s most famous works.
Later musicians began composing contrafacts from the song form (same
chords, different melody) such as Tadd Dameron’s “Hot House,” made famous
by Dizzy Gillespie and Charlie Parker.
This song is commonly notated in concert C major, and therefore the

common key it is played in is concert C major.
However, like other songs we have studied, it’s a stretch at times to claim
there is a parent key center. This will certainly become more understand-
able once we look at the Chords Analysis later on.


Bill Evans from “Portraits in Jazz” 1959
Ella Fitzgerald from “The Complete Original Ella

Fitzgerald Song Book” 1956
Art Pepper from “The Complete Art Pepper Aladdin

Recordings” 1975
Cannonball Adderley and Nat Adderley “Live in Europe”

2008
I’ve listed to some excellent instrumental recordings of What Is This Thing

Called Love. However, when learning the melody be careful which one
you choose.
For example, the Bill Evans trio version is absolutely fantastic, but he
really doesn’t play the melody straight.
If you learn it from the Ella Fitzgerald version or even the Cannonball and
Nat Adderley, you’re going to get a more accurate representation of the
melody.
Let’s take a look at the Chord Map, Guide Tones Chart, and Chords
Analysis.

What Is This Thing Called Love?
Chord Map
b b
4
G min7 ( 5) C 7( 9) F min7
&4 .. œ b œ b œ œ œ bœ bœ œ bœ œ
bœ
œ bœ œ
bœ
œ
Chord Tones
For C Instruments œ
( F min6 )
7 (b 5) 7 (b 9)
G min C F min7
9fr. 6fr. 7fr.
4
& 4 .. b www w
b b www bw bw
Basic Piano And bw b www b www
? 4 .. w
Guitar Voicings
(C Instruments)
4 w w bw bw
w w
bœ bœ
b
D min7 ( 5) G 7 alt
œ b œ C maj7
& œ œ bœ
œ œ œ ..
œ œ
b
D min7 ( 5) G 7 alt C maj7
4fr. 2fr. 3fr.
& b www ..
w b b wwww www
w
www
w
? w w w w ..
w w w w
b
C min7 F7 B maj7
œ œ œ œ
& œ bœ œ œ œ bœ bœ œ bœ œ
œ bœ
b
C min7 F7 B maj7
7fr. 7fr. 5fr.
& b www b wwww

bw wwww www
w
? bw bw
w bw bw
w
b7(#11) b
A
b œ œ b œ œ D min7 ( 5) G7
b œ b œ œ œ
& bœ œ bœ œ œ œ bœ
œ œ œ
b7(#11) b
A D min7 ( 5) G7
4fr. 4fr. 3fr.
& b b www w
b bb www b www
w
b ww
ww
bw
? bw bw w w
bw bw w w
b b
G min7 ( 5) C 7( 9) F min7
œ œ bœ œ bœ
& œ bœ bœ œ b œ bœ
œ bœ œ bœ
œ œ
( F min6 )
7 (b 5) 7 (b 9)
G min C F min7
9fr. 6fr. 7fr.
& b www w www www

bw b b www b
bw
b
bw
? w w
w w w
b
b œ bœ
D min7 ( 5) G 7 alt
œ b œ C maj7
& œ œ bœ œ œ œ œ œ œ œ œ œ
œ œ œ
b
4fr. 2fr. 3fr.
& b wwww b b wwww www www

w w
? w w w w
w w w w

What Is This Thing Called Love?
Guide Tones
b b
4
G min7 ( 5) C 7( 9) F min7
& 4 b˙ ˙ ˙
b˙ b˙ b˙ b˙ b˙
b
&˙ ˙ ˙ ˙ ˙ ..
˙ ˙ ˙
b
C min7 F7 B maj7
& b˙ b˙ ˙ ˙ ˙
b˙ ˙ ˙
b7(#11) b
A D min7 ( 5) G7
&˙ b˙ ˙ b˙ ˙
˙ ˙ ˙
b b
G min7 ( 5) C 7( 9) F min7
& b˙ ˙ ˙
b˙ b˙ b˙ b˙ b˙
b
&˙ ˙ ˙ ˙ ˙ ˙
˙ ˙
Let’s start with the color coding.
Red = F minor
Blue = C major (parent key)
Green = Bb major
I mentioned earlier that it’s a bit hard to pin down a definite parent key in
this song because it has different key centers that are not diatonic.
However, it does consistently come home to C major, and the first four
bars can be analyzed to relate back to it. Let’s look at that now.
The first 4 bars start with a ii-V-i in F minor. It would be tempting to think
that What Is This Thing could be in this key, but when you look at the next
4 bars, this is quickly thrown into question.
Fmin7 to Cmaj7 is a 4th interval away. However, the 4th chord in the major
diatonic series is a major 7 chord, not a minor chord.
You can think of the ii-V-i to minor iv as being borrowed from the
parallel minor.
It’s a brilliant compositional technique being used. It deceives your ears to
think the song is in a minor key but then resolves to a major key in bar 7.
What makes it even more deceiving is that bars 5-8 employ a hybrid
ii-V-I, which as we know, makes it sound to the ear like we are resolving
to a minor chord but instead resolve to a major.

It’s also tempting to think, “Well, maybe What Is This Thing is actually in
C minor?”
But using modal interchange on the tonic of the parent key wouldn’t
make much sense. Typically, this tune is thought of as in C major.
The first 8 bars then get repeated.
Let’s take a look at the next section.
In bars 9-12 we enter into a new key center altogether. This transition
sounds great to my ear for two reasons:
1. The melody naturally goes there.
2. Turning the Cmaj7 in bar 8 to a Cmin7 is a smooth transition.
Bar 13 is a little bit strange, and it can be looked at in a few different

ways.
You could consider the Ab7(#11) a dominant bVII7 chord of Bbmaj7,
which would evoke the parallel minor. But I’ve chosen to think of it as a
tritone sub of ii in C major. In reality, I think it sounds great because of
the intervallic relationships between both chords.
As we’ve discussed in the Alone Together study, the tritone sub of ii is
great for a bluesy sound. Since it replaces the ii a tritone interval away,
the chord progression would usually go bVI7-V-I.

However, in this case, the ii is still used in bar 15. So instead of resolving
to the V, it resolves to the ii.
I think of this chord as a creative and natural way to connect these two
non-diatonic key centers to each other.
The last 8 bars are just a repeat of the first 8 bars, so there is no need to
go over them. However, it is interesting that the ii-V in bars 15-16 don’t
resolve and simply transition back into the ii-V of minor iv.
1. You can think of What Is This Thing Called Love as being in the key of
concert C major, despite the presence of two other non-diatonic key
centers.
2. The bVI7 serves as a connector chord between the key center in the B
section and the last A section.

NO
|MPROV LESSON
4 Ways to Approach Half Diminished
9 Chords
Half-diminished chords, also known as minor 7(b5) chords, are tricky
chords to improvise over. I often hear from novice improvisers that they
are never quite sure what to play when they see a half-diminished chord.
This is another opportunity to use scales as “pitch collections” to help us
understand which notes are available to us.
In this improv lesson, I’m going to go over 4 scales to use over half
diminished chords.
It’s important to understand that half diminished chords are rarely caught
hanging out by themselves. They are almost always used in the context
of a ii chord moving to a V, and therefore we must understand the con-
text they are being used in, to improvise over them properly.
In What Is This Thing Called Love, the half-diminished chord is used as
the ii chord in two different key centers within the first 8 bars of the form.
We will be covering one scale (aka pitch collection), and then creating a
ii-V-i lick that uses that scale for note choices over the half-diminished.
Scale 1: The Locrian Mode
The Locrian Mode is the 7th mode of the major scale and is a great option
for half diminished scale note choices. Here it is notated.

An easy way to think of the Locrian Mode is to think of the major scale a
half step up from the root. So in the case of the first chord of What Is This
Thing Called Love, Gmin7(b5), you should understand that you can play
an Ab major scale starting on the G (we call this the lead tone). That’s
the Locrian Mode.
Here’s a lick I’ve composed using the Locrian Mode on the half dimin-
ished during the first three bars of What Is This Thing.
During the ii chord I use notes from the Locrian Mode, and then use the
Altered scale for the V chord. You’ll remember that the Altered scale was
discussed in the Solar chapter.
For all of the scales I show you today, I would suggest starting by impro-
vising or composing some lines over the half diminished by itself. Get
comfortable with using those note choices and hearing the sound of that
chord. Then move on and use it in the context of a ii-V-i.
Scale 2: Locrian #2 (or natural 2)
In the Solar chapter, Josiah Boornazian mentioned the “Locrian natural

2,” the sixth mode of the melodic minor, as a good choice over a half-di-
minished chord.
Depending on how you look at it, you can also call it a Locrian #2, mean-
ing the 2nd scale tone is being raised from its original state. Being familiar
with both terminologies is beneficial.
Here’s a Locrian #2 notated.

In my opinion, whether you use the Locrian #2 or just the Locrian Mode
is completely up to your preference of sound. Here’s a lick using the
Locrian #2 over the half-diminished during bars 4-7 in What Is This Thing.
Once again, I’ve used the Locrian #2 over the ii and then employed the
altered scale over the V chord. In general, the altered sound on the V
sounds especially great when resolving to a minor chord.
Scale 3: Minor Pentatonic Up a Minor 3rd
If you want to portray a more bluesy sound over a half-diminished, a

minor pentatonic up a minor 3rd is a good route to go. We discussed
pentatonic scales back in our Just Friends study.
For example, the first chord of What Is This Thing is Gmin7(b5). If you
move up a minor 3rd interval from the root note, you arrive at Bb. So if you
play a Bb minor pentatonic scale, you’ll achieve this sound.
Here’s the minor pentatonic up a minor 3rd notated.
If you play through the chord tones of the half-diminished and the notes
in the minor pentatonic up a minor 3rd, you’ll notice that it hits the import-
ant notes that you want to hear to define that chord, especially the b5.
Here’s a lick using the minor pentatonic up a minor 3rd.

I applied this to bars 4-7 of What Is This Thing, so the minor pentatonic
scale is F minor pentatonic.
You’ll also notice that I used the same minor pentatonic just with a #4
over the V chord. That’s because the F minor pentatonic outlines an
altered G7 quite nicely, but the #4 hits the major 3rd of G7 which defines
the quality of that chord.
Harmonic Minor a Whole Step Down
A simple way to approach a half diminished, especially in the context of

a minor ii-V-i, is to play the harmonic minor scale a whole step down from
the root of the half diminished.
This outlines just enough of the right notes, and can still be played over
the V chord.
Here’s the harmonic minor a whole step down notated.
Let’s take a look at a lick that uses this concept over bars 4-7 of What Is
This Thing.

You’ll notice that the harmonic minor a whole step down is used over the
ii and V chord. In the 3rd bar, we resolve to the major 3rd of the I chord.
However, if the I chord were minor, we could actually continue playing
the harmonic minor.
My suggestion is to take each one of these scales and get used to cre-
ating melodies out of the over a half-diminished chord. Then use other
knowledge you have about jazz improvisation and tie it together in the
context of a chord progression.
If we are to understand jazz standards and how to improvise over them,
we must take the mystery out of half-diminished chords. You’ll see them
everywhere so you must have command over them.
Let’s move on to our final jazz standard study: The Girl From Ipanema.

NO
JAZZ STANDARD STUDY
10 The Girl from Ipanema
The Girl from Ipanema is one of those songs that jazz musicians have
mixed feelings about. On the one hand, it’s that song that every patron
at your Tuesday night restaurant gig requests, and it drives you crazy.
On the other hand, it’s a beautiful composition with lots of interesting
musical things happening.
Love it or hate it, The Girl from Ipanema is a must know standard, and its
chordal harmony has a whole lot to teach us about music. Many musi-
cians struggle to understand this song and how it works. As you will dis-
cover, it’s a little bit complex. But in this final jazz standard study, we will
take a look under the hood to see what is happening.
The Girl from Ipanema Bio:

The Girl from Ipanema is a Bossa Nova composition written by Antonio Carlos
Jobim and became one of the modern world’s popular songs. It was originally
written for a musical comedy entitled “Dirigivel.” The 1964 album “Girl from
Ipanema,” which included Stan Getz, Jao Gilberto and Astrud Gilberto, became
an international hit and topped charts all around the world.
Jobim composed this tune at his home in Ipanema, a seaside neighborhood lo-
cated in the southern region of the city of Rio de Janeiro. It was inspired by a real
girl named Helo Pinheiro who is the official “Girl from Ipanema.” Portuguese
lyrics were written by Vinicius de Moraes and English lyrics were later written
by Norman Gimbel.
It is most commonly played in the key of concert F major.
It’s important to understand that Bossa Nova was a style of music in

Brazil that was developed and popularized in the 1950’s and 60’s. It’s a
fusion of samba and jazz. During this time period, jazz was being influ-
enced and influencing genres from all across the world. Many American
jazz musicians, such as Stan Getz, took to this new style of music and
incorporated it into their repertoire.

Here are some recordings I suggest.

Stan Getz, Joao and Astrid Gilberto from “Getz/Gilberto”
Antonio Carlos Jobim and Frank Sinatra from “Sinatra/

Jobim: The Complete Reprise Recordings”
Charlie Byrd from “The Girl from Ipanema”
Ella Fitzgerald from “Ella Fitzgerald Classics”
As always, do investigate other recordings. There are many out there,

and it’s interesting to see how different artists approach this song. For
example, Ella Fitzgerald’s version feels very different from Astrid Gilber-
to’s more somber version.
Let’s go over the Chord Map, Guide Tones Chart, and Chords Analysis.
We have a lot to talk about!

The Girl From Ipanema
Chord Map
F maj7 G7
4 .. œ œ œ œ œ œ œ nœ œ
œ œ œ
Chord Tones
For C Instruments
&b 4 œ œ œ nœ
F maj7 G7
1fr. 2fr.
4 .. w
Basic Piano And
&b 4 www www
w n www
w
n www
w
Guitar Voicings
?b 4 ..
(C Instruments)
4 w w w w
#7(#11)
œ
1.
G min7 C7
œ F maj7 F
œ œ œ œ
&b œ œ
œ œ œ œ œ œ #œ #œ #œ ..
G min7 C7 F maj7 F
#7(#11)
2fr. 2fr. 1fr. 1fr.
& b www w www w ..

w www w # ## www
?b w w ..
w w #w
2.
F maj7
œ œ œ œ
&b œ œ œ œ
F maj7
1fr.
& b ww ww
ww ww
?b
w w

# B7
F maj7
#œ #œ
&b #œ #œ #œ #œ #œ #œ # œ # œ œ # œ # œ œ
nœ nœ
F maj7
# B7
1fr. 1fr.
& b # # # www # # ## wwww # # # wwww # # # wwww

#w
?b nw nw
#w #w
# D7
F min7
œ #œ œ œ #œ œ œ œ
& b #œ #œ œ #œ
œ
œ #œ œ
#
F min7 D7
1fr. 4fr.
& b # # www #
# ww
ww # wwww # wwww
w
?b
#w #w w w
b7
G min7 E
œ œ œ œ œ bœ œ bœ
&b œ œ œ œ bœ œ bœ œ
b7
G min7 E
2fr. 5fr.
& b www www b wwww b wwww

w w
?b bw bw
w w bw bw

A min7 D 7(#11) G min7 C 7(#11)
œ œ œ œ
#œ œ œ #œ
&b œ œ #œ œ œ œ œ
œ œ œ
A min7 D 7(#11) G min7 C 7(#11)
4fr. 3fr. 2fr. 1fr.
&b n ww
ww #w www # ww
n # www w w
? w ww
b w w
w w
F maj7 G7
œ œ œ œ œ œ œ œ
&b œ œ œ œ œ nœ œ nœ
F maj7 G7
1fr. 2fr.
& b www www ww w

w w n ww n www
?b
w w w w
#7(#11)
G min7 C7 F maj7 F œ
œ œ œ œ œ
&b œ œ
œ œ œ œ œ œ #œ #œ #œ
#7(#11)
G min7 C7 F maj7 F
2fr. 2fr. 1fr. 1fr.
& b www w ww
wwww
#
w www # # ww
?b w w
w w #w

The Girl From Ipanema
Guide Tones
F maj7 G7
4 .. ˙ ˙ ˙ ˙ ˙
&b 4 ˙ n˙ n˙
G min7 C7
1.
#7(#11)
˙ F maj7 F
˙ ˙ ˙ ..
&b ˙ ˙ ˙ #˙
2.
F maj7
˙ ˙
&b ˙ ˙
# B7
F maj7
˙ ˙ #˙ #˙
& b #˙ #˙ ˙ ˙
# D7
F min7
˙ ˙ #˙ ˙ #˙ ˙
&b ˙ ˙
b7
G min7 E
˙ ˙ ˙ b˙ ˙ b˙
&b ˙ ˙
A min7 D 7(#11) G min7 C 7(#11)

˙ #˙ ˙ ˙
&b ˙ ˙ ˙ ˙
F maj7 G7
˙ ˙ ˙ ˙
&b ˙ ˙ n˙ n˙
#7(#11)
G min7 C7 F maj7 F
˙ ˙ ˙ ˙
&b ˙ ˙ ˙ #˙

The most complicated part of The Girl from Ipanema is the bridge. I
spent quite a few hours researching this tune, and what was clear is that
there are many different ways to look at it, and none I would consider
“the right way.”
We’ll talk more about that in a second, but first, let’s go over the color
coding.
Red = key of F# major
Yellow = key of A major
Green = key of Bb major
Take a look at the first A section.
Here everything is color-coded blue because it all revolves around the

parent key center.

In bar 3, we have a V of V secondary dominant, the dominant II7, which
by now you should be familiar with.
Bar 8 employs the use of a tritone sub of V, the most common form of tri-
tone substitution. In this particular case, it is functioning as a turn around
chord to go back to the I chord at the top of the form.
On the repeat, the ii-V-I resolves to the tonic for two measures before
moving on to the B section.
I left a note under bar 9 indicating that “chromatic ascending root
movement starts.” Pay attention to this, as this is a big part of my anal-
ysis in the B section.
Here are the first 8 bars of the B section.
Notice that we shift into a new key center in bar 11 and that new key
center is a chromatic half step above the parent tonic.
It’s important to point out here that this is where musicians start coming
up with all sorts of theories on why and how this harmony works.
Here’s the bottom line:
Antonio Carlos Jobim composed a melodic line and simply trans-
posed it in three different keys. The melody is why he wrote the
chords this way.

I am 95% sure of this. The 5% uncertainty is that I indeed cannot truly
know what was going through Jobim’s head when he composed this
song.
So while we can use a variety of different harmonic explanations for how
the bridge works, the melody is the only reason Jobim needed to write
the chords this way.
Here are the reasons I analyze the chords the way I have:
1. Bars 11-14 set the precedent of a I-IV7 chordal relationship.
2. The root notes ascend chromatically.
The F#maj7 sounds like a I chord as it moves up from the Fmaj7. The IV7
in bar 13 is borrowed straight from the blues. This isn’t a foreign sound
to our ears.
Where the debate starts is in bar 15.
To our ears, it sounds like we simply transition to the parallel minor. A
new minor i chord, right?
But then there’s the D7 in bar 17. D7 has nothing to do with F#min7.
You’ll notice that I labeled the F#min7 the vi of A major, substituting the
I chord. I labeled the D7 the IV7 of A major.
Up until this point, there may not be enough evidence for you to believe
that this is a I-IV7 relationship, but bear with me, I’ll give you some more.
The D7 is also playing another function as well. Look at this next section.

It resolves to a Gmin7. So the D7 is also functioning as a V chord of
Gmin7. Also, notice that the root movement went up chromatically by a
half step.
Skip ahead to the Eb7 in bar 21. Is the Eb7 acting as a V chord as well?
Look to bar 23, and the answer is most certainly not. However, Eb7 is a
half step above D7 and Gmin7 is a half step above F#min7.
This is why I believe the bridge is based on I-IV7 relationships.
In bar 19, I’ve labeled it a vi of Bb major substituting for the I. The pattern
is started at the beginning of the bridge and remains through bar 22,
only two of the key center changes us a vi chord to substitute the I.
Why? Because that way the roots move up chromatically in half
steps.
Honestly, even if Jobim wasn’t thinking any of this, I think this is abso-
lutely brilliant composing.
At the top of the bridge, you have a major chord turning into a minor
chord, making it sound like a parallel minor, but really, it’s just a substi-
tute to keep the roots moving chromatically but still keep a I-IV7 relation-
ship to fit the melody. Unreal.
Bars 23-26 start bringing us back home to the tonic of the parent key
with a simple iii-VI-ii-V.

Note that the VI and the V are #11 chords. This is because those are the
notes being played in the melody.
The last A section is the same as the first A section, so no need to ana-
lyze further.
1. There are multiple ways to analyze the bridge, but the chord choices are
most likely dictated by a transposed melody.
2. The roots of the chords in the bridge move up chromatically in half steps.
3. The I-IV7 relationship establishes a harmonic pattern, and vi chord sub-

stitutions fit the chromatic root narrative.

NO
|MPROV LESSON
Navigating the Bridge with Chord Tones
10 and the Relative Major
Influencer and entrepreneur Tim Ferriss has a question he asks him-

self whenever he faces a seemingly difficult problem: What if this were
easy?
Often times as musicians we like to overcomplicate things. I admit, my
analysis of the bridge may be overcomplicated. As I mentioned, the
chords are likely just chosen to fit the melody.
But improvisation is often complicated. There aren’t easy answers to
everything, and if there were, it would kill half of the fun, wouldn’t it?
While we have delved into some more complex theory and concepts in
this book, I want to look at the bridge of The Girl from Ipanema and ask,
“what if this were easy?”
To do that we are going to consider that the bridge is indeed based off
of a I-IV7 relationship.
I want to take a simple approach to navigate these changes by starting
by playing just the chord tones. However, since there are vi chord sub-
stitutes for I chords, I want to approach those chords thinking about the
relative major.
In other words, instead of thinking minor 7 arpeggios, I want to think
about the relative major 7 arpeggios.
Check out this exercise.

I have composed ascending and descending major 7 and dominant 7
arpeggios. I use voice leading (connecting to nearest chord tones by
step-wise motion) to connect the chords together.
This is an exercise I regularly suggest in my materials as a basic way to
start navigating chord changes.
You’ll notice that over the minor 7 chords I am outlining the relative major
7 chord tones instead of the minor 7 chord tones. This works of course
because they are relative to each other, meaning they have all of those
notes in common.
Next, let’s use the theme of composing that we have used in this book to
bring these chord progressions to life. I’m going to show you composed
lines over the exact same bars.
Here are the rules:
1. The start of each line begins with a different rhythmic rest. First a
half rest, then a quarter rest, then an eighth note rest.
2. For each key change, I am going to think major. So over the minor
7 chord substitutes, I am going to think relative major.
Take a look, and then I’ll discuss a bit more.

Go ahead and play through these. You can think of them as separate
“licks” or just play them as if you were reading an etude.
I add the rests to remind you of some of our past rhythm studies. Using
different rhythms or rhythmic rests is a great way to add variety and cre-
ativity to your solos.
Here’s the main takeaway:
Improvisation often has a lot to do with perception.
What I mean by that is you could analyze my note choices over the minor
7 chords and conclude I simply took them from the minor scale or chord
tones.
However, when I composed these, I was thinking about the relative major.
Instead of seeing a minor 7 chord and playing “minor ideas,” and then
playing dominant 7 ideas over a completely unrelated chord, I now
acknowledge the I-IV7 relationship in my improv.
The way I think about improvising over chord changes directly influences
my note choices and whether they connect fluidly or not.

Here are some questions I want to leave you with on our last jazz
standard study:
1. Does the way that you think about the harmony of a jazz standard
influence how you improvise over it?
2. Is there a different way to think about a part of a jazz standard that

will help you get different results in your improv?
3. Is improvising difficult for you because you simply don’t under-

stand the harmony?
That last question is important to me. I believe that to become a better

jazz improviser we need to understand jazz harmony. To understand
jazz harmony, we need to learn jazz standards.
That is what this book is here to help you do.

Wrapping Things Up
If you understand jazz standards, you have a massive leg up on learn-
ing how to improvise over them. You can learn all of the hippest scales,
or transcribe the best solos, but if you don’t understand what you are
improvising over, you’re never going to quite fully get it.
I hope that our explorations through these 10 jazz standards have left
you both enlightened and prepared to ignite your jazz skills. I hope you
feel just as excited as I do when I look at these brilliant, timeless compo-
sitions and feel a sense of reverence for the mastery that went into them.
My hope is that you will have become a better jazz musician for spend-
ing time working on this book. I know that you have if you put in the work.
Remember, that knowledge alone does not produce great results. Prac-
tice does. Action does. That is why I created a companion course for this
book, to help call you to action. But even if you decided not to partake in
that, I hope that you do take action on the material in this book.
Use the improv lessons as inspiration to compose material of your own.
Start exploring these jazz standards and put some of the techniques you
learned to use.
There is a lifetime of musical exploration to be had for all of us, and I’m
glad to have been even just a small part of it for you.
Cheers,
-Brent Vaartstra

If you enjoyed this eBook,
you’ll enjoy…
The Jazz Standards Playbook Vol. 1 is an in-depth study

of 10 jazz standards that will level-up your jazz playing.
This eBook and companion course will help

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Acknowledgements
Huge special thanks go out to all of my music teachers who have freely
given me much of the information presented in this book.
Thanks to my first jazz teacher, Justin Nielsen, my college professors at
Cornish College of the Arts and the City College of New York, and some
of my jazz heroes I’ve been blessed to study with. If you’re reading this,
you know who you are.
Massive thanks to all of my Learn Jazz Standards subscribers on You-
Tube, listeners of the podcast, and blog readers. YOU are the reason I
do what I do!
Thanks to Brett Pontecorvo, for fact-checking, notation editing, format-
ting, and recording the exercises in this book.
Thanks to Josiah Boornazian for contributing improv studies for two of
the chapters in this book.
Thanks to Stacey Grainger of Stacey Grainger Design for the incredible
design work in this book.
Thanks to Justin Kellerer for business planning and tech solutions on
learnjazzstandards.com.
As always, a huge thank you to my wife, Philippia, who has always been
there to encourage me and help me through big projects like this.
-Brent

About the Author
Brent Vaartstra is a professional jazz guitarist and

educator living in New York City. He is the blogger
and podcast host for learnjazzstandards.com
which he owns and operates. He actively performs
around the New York metropolitan area and is
the author of the Hal Leonard publication “Visual
Improvisation for Jazz Guitar.” To learn more, visit
www.brentvaartstra.com.

Terms of Use
The information contained in this book is for informational purposes only.
Learn Jazz Standards LLC holds the copyright for The Jazz Standards
Playbook Vol. 2 in electronic or physical formats. In purchasing this
eBook from learnjazzstandards.com, you have agreed to download the
content for your individual use only. Re-distribution of any kind is strictly
prohibited unless licensed to do so.
The copyright to all content in this eBook including, graphics, images,
layouts, and text belongs to us, or we have a license to use those mate-
rials.
By reading this book, you agree that the author and Learn Jazz Stan-
dards LLC is not responsible for the success or failure of your musical
education relating to any information presented in The Jazz Standards
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Amazon affiliate links have been included in this book under Suggested
Recordings. Learn Jazz Standards receives a small kickback from these
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j

10 Jazz Standard Studies That

motivated musician, ready to

learn and willing to take action.

Get ready to ignite your jazz skills.

Before We Start: 3 Key Jazz Theory Concepts to Crush It

The Jazz Standard Studies.......................................................................... 22

Jazz Standard Study #1: There Will Never Be Another You............. 23

Jazz Standard Study #2: Someday My Prince Will Come................. 42

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 3

Jazz Standard Study #3: Tune Up............................................................. 60

Jazz Standard Study #4: Just Friends..................................................... 76

Jazz Standard Study #5: Take the A Train............................................. 93

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 4

Jazz Standard Study #6: Days of Wine and Roses........................... 108

Jazz Standard Study #7: Alone Together............................................ 128

Jazz Standard Study #8: Solar................................................................. 145

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 5

Jazz Standard Study #10: The Girl From Ipanema............................ 173

Wrapping Things Up................................................................................... 190

Premium Jazz Courses............................................................................... 192

About the Author......................................................................................... 194

Terms of Use.................................................................................................. 195

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 6

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 7

What You Will Learn

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 8

PPA bio and suggested recordings of each jazz standard

PPAn “Improv Lesson” to teach you an improvisational concept

Melodies are not provided, primarily due to copyright reasons. However,

How to Get the Most Out of This Book

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 9

IMPORTANT NOTE: Almost every piece of notation has recorded

Note for C Instruments:

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 10

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 11

Understanding Guide Tones

What are Guide Tones?

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 12

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 13

What is Voice Leading?

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 14

What’s a secondary dominant?

This is what I would call a “diatonically perfect” chord progression, mean-

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 15

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 16

Understanding Backdoor Dominants

What’s a backdoor dominant?

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 17

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 18

Notice that I am comparing the Bb7 to a G7(b9). This is because it better

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 19

What are parallel keys?

Bb7 is the diatonically correct dominant bVII of C minor. Fmin7 is the

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 20

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 21

PPA brief bio of the song.

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 22

There Will Never Be Another You Bio:

Concert Keys and Transposing for Your Instrument

THE JAZZ STANDARDS PLAYBOOK – VOLUME TWO 23

Lester Young from “Jazz In The Village: Lester Young’s

Ella Fitzgerald from “North Sea Jazz Legendary Concerts”