Looking Glass: A Comprehensive Study of Allan Holdsworth's Improvisational Ideas, Patterns, Scales, Charts & Tunings

Looking Glass
A comprehensive study of Allan Holdsworth’s improvisational

ideas, patterns, scales, charts & tunings
By John Vullo
© John Vullo 2023
Edited by: Rene Narvaez
Cover Art: Stephanie Geremito
Co-founder of "An Artist's Duty" Collective
@s_geremito_art
@anartistduty
Table of Contents
Introduction 1
About the Book/Video 2
About Improvisation 4
How Allan Thinks of Scales and Harmony 7
Common Allan’s Themes and Misconception 21
Major Tonality Lines 26
Minor Tonality Lines 35
Major Scale 42
Ionian Shape Pattern 43
Dorian Shape Pattern 54
Phrygian Shape Pattern 73
Lydian Shape Pattern 88
Mixolydian Shape Pattern 97
Aeolian Shape Pattern 115
Locrian Shape Pattern 126
Multipositional Lines 130
Octave Phrases 135
Pentatonics 137
Melodic Minor 168
Diminished Scale 186
Add b6 Scale 219
Add b6, Harmonic Minor, Harmonic Major Similarities 237
Harmonic Minor 241
Harmonic Major 246
Messiaen 3rd Mode 249
Allan’s Scale Symbols 257
Whole Tone 261
Augmented 265
Outside Playing 267
Tapping 346
About Synthaxe and Tunings 350
5ths 353
4ths 379
Octave Displacement Tunings 384
Sequenced Solos 399
Ending 404
Appendix A 405
Appendix B 427
INTRODUCTION
“The only thing worse than playing over 1 chord is 2”

-A. H.
Allan Holdsworth is arguably, not only one of the greatest guitar improvisers of all time, but
one of the greatest improvisers ever. In order to understand what his approaches were, I had to
dive deep into his playing to possibly see what he was thinking, and how he understood the neck.
So, what I've done is to transcribe any fast lines Allan played on a studio record, his own or guest solos, from 1980
to 2017. That’s about 200 solos I combed through, ending up with 620+ pages of transcriptions, using about 188
solos, totaling about 6700 measures of music, and about 2300 separate time stamped lines, or examples.
There’s a reason why I used only fast lines. When you play fast, you kind of go on autopilot and let your fingers do
the work. So, from there it’s easier to figure out finger patterns, scale shapes and the like. Slower passages are
harder to transcribe the fingering accurately, as well as the harmonic intent behind it.
This was all for the purpose of understanding how Allan sees the neck, and to help me get some ideas for my own
improvisation. With this I learned a lot about his playing style, concepts, and interesting tunings. What’s important
is the information, not only to get a better understanding of Allan’s playing, but to improve your own
playing/transcriptions. Or create your own ideas and patterns, like the chord book I wrote.
The core of this project isn’t about Allan’s playing but for you to improve or feel more confident about your own
improvisation, using Allan’s lines as examples, thinking in general terms. The biggest lesson I got from Allan after
this project is “Who cares? Who said I can’t play a chord like this, or improvise like that? Where’s the rule book?!”
If it sounds good to you, that’s what matters.
Not only I want to talk about what Allan plays, but also what I think his idea of harmony is, why his solos are
difficult to follow, and some insight about improvisation, theory stuff, and so on.
I wanted to make this project for beginners to improvisation, and advanced players, as well as people who might
not know a lot about Allan’s process. But if you're a beginner or intimidated by improvisation, I suggest you keep
reading.
Finally, I can't ever tell you what Allan was thinking or his intent 100%. I could be completely wrong. But I think
I have a good idea with all these examples. And honestly, it doesn't matter. In the end if this project makes you feel
better about your own playing or improves it in some way, that’s all that matters. Who cares what road you take or
how you got there? We're all after the same goal: being satisfied with our own abilities.
Before I get underway, some thanks. Thanks to Ed Chang for all the songs and side projects Allan played on that
he listed in his book "Devil Take The Hindmost". Also, thanks to Joe Britton, Andre Orsel, Livio Lamonea for
helping me with the transcriptions. They're the best transcribers I know. Thanks as well to Chip Flynn for answering
my questions, Brett Stine for his insights and Yoshinori Seki.
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ABOUT THIS PROJECT
Just like my chord book, I was curious about some of the more interesting lines Allan played. So, I decided to listen
to every solo album chronologically, and pick out anything that sounded cool. I started transcribing and finding
some patterns. As the albums went on, I found more and more patterns, to the point where I didn't know if I missed
any from the first album. So, after I got to Flat Tire, Allan’s last studio album, I went back to IOU and look for
stuff I missed.
Because there is so of Allan´s material, I had to pick a starting date. I decided to only do studio albums he did solos
on from 1980 to 2017 because I feel that’s where Allan really came into his own with his playing. I didn’t do any
live stuff. I did pick up a few live clips to help expand some of these concepts.
After a few albums transcribing those fast lines, I was able to pick up finger patterns, scale shapes, etc. I could kind
of predict what he was going to do; stuff you would do if you were on autopilot. Once I got an idea how I thought
Allan psychically played his scales on the neck, transcribing became way easier, as I could almost always fit the
line to something I’ve seen before. Then I went back and changed phrases that I may have written a different way.
I’m confident on the accuracy of the transcriptions, although there are some places where it’s impossible to tell
what's correct or not. For example, if I played GABG on the 12th fret, it’s very hard to tell if it’s all on one string,
or if the B is on the B string so I used my best judgement. But there aren’t many other examples I can think of
similarly.
As a believer of Occam’s razor, the lines had to make some physical sense. I looked for physical patterns and
symmetry. For things I was unsure about, I just learned it and played it up to speed to see if what I wrote was
comfortable. If it wasn’t, I tried to change it till I got to a point where I felt that was the only comfortable way of
playing it. I played every line I transcribed here, at least slowly to check it made sense hand-wise. In fact, only after
I did all the transcriptions, I watched videos of Allan playing at various shows, and I was correct in my transcriptions.
A couple of notes about the transcriptions themselves. They aren’t rhythmically accurate. I really generalized them
because the point was not about getting the line sounding accurate, but where the notes were on the neck. The point
is to get a sense of how Allan views the neck and how the lines were played. If I wanted to make them 100%
rhythmically accurate, that would take another 15 months! Same goes with the articulation. A lot of times Allan is
picking more than you think, so I just made everything hammer-ons and pull-offs, sometimes for clarity or position
shifting.
I also didn't want to dive too much into how Allan was treating the scale against the chord behind it. Everyone
would have their own interpretation of the harmony, or scale and it would be too much. So, I broke it up into the
biggest and simplest terms.
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I also tried to accurately transcribe the fingerings for any of the unusual tunings he employed. I knew Allan
experimented with different tunings, and it was really from transcribing his lines in other tunings, especially in 5ths,
that I started to come to these conclusions about improvising, which I’ll talk more later when we get to that section.
It was tricky trying to figure out a lot of the lines for the SynthAxe stuff. The guitar stuff wasn't too bad as it’s well
known that he had 3 baritone guitars, tuned to C, Bb and A standard, which also had extended frets, up to 29 or 31.
I transcribed as if you were playing on that instrument. This includes tunings that Allan did on 5ths or 4ths. But
sometimes the SynthAxe was also tuned down. For example, on the track “Wardenclyffe Tower”, the SynthAxe is
tuned to Bb standard. That’s because the guitar used for the chords and solo harmony was the Bb Baritone. Allan
also employed a lot of cheeky tunings that he didn't mention. A million thanks to Joe Britton for that, because once
he figured out some of the tunings and shared them with me, I found quite a few places they were used and got an
even better understanding of what Allan was doing.
With all this information and revelations, I started to feel really good about my own playing. Not because I got
physically better, but because I started to think of improvising in more basic and general terms. That allowed me to
really start to try to play outside or using tension without the nervousness of screwing up.
Quick story. I have a friend Dave Parker. I was playing for a little, and he came over and I showed him some chords
and a Nirvana song. But then once we got to Middle School we never really played or met up again. I learned that
he went to Five Towns College for jazz, and we met again at a party. At that time, I was into a big guitar shred
phase and never understood jazz. I remember asking him things like "How do you know what notes to use?" when
talking about playing outside. He simply said: "you're thinking too much". I was puzzled because how do you know
what to play if you're not thinking about it? It turns out he was 100% right.
Once I started to delve into these transcriptions, I realized that with outside playing, you're just creating tension,
only to be resolved by moving to a consonant scale. In the simplest terms, when the chord is nice, play nice. When
there’s tension, play with tension. It’s an oversimplification, but it really helped me. Very similar to that infamous
outside section in "Funnels" that I described in my lesson on it.
When I started figuring out these outside lines, the notes weren’t important because there were physical shapes and
patterns he employed. There were finger patterns and not harmonic patterns. Then I would see those same physically
patterns when the SynthAxe was tuned in 5ths. To me, that means that the notes themselves aren’t important. What’s
way more important is when to use that tension to play outside.
To me, jazz is about freely creating melodies within the loose framework of the harmony behind it. Listening to the
musicians play with that freedom was really exciting to me because I never thought of it like that.
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ABOUT IMPROVISATION
So, what is improvisation? Really, it’s just creating music and melodies on the fly without preparation. Sometimes
you can use licks or examples within that improvisation.
Licks can have more interesting structure but seem sterile. Sometimes people use memorized lines and licks over
harmonic progressions and to me, that’s not really true improvisation. It’s using a catalog of melodies to use over
certain parts to avoid possibly messing up. We all do this, either because the licks are very simple, or out of fear,
with longer complicated lines, or just to make your playing more interesting. And in rare instances, they make you
seem better than you really are.
Licks can also be developed and evolve for the player. This is OK, as it makes those phrases your own. You can
take what someone else does and change it. I personally find now that being able to improvise and create interesting
lines over changes makes me feel more of a musician than using licks, but you can play however you would like.
There aren’t any rules. You should only play how you want to play, and not because someone told you it’s wrong.
A lot of times, the way we improvise depends on how we view scales and use our hands. There’s a physical
component to it and what we can actually grab and play on the neck and the technique involved with it.
The way we put the notes, techniques and even rhythms together is called phrasing. Phrasing is like how we talk.
We all use the same words, but some people phrase things better. Like some people might say the word fake, while
others may use a phrase 'phony like a football bat' which could be more interesting to listen to. You can use this or
change it, maybe say 'basketball stick' but might not have the same punch or ring to it. You can take the phrase and
change it to your own and can end up better or stick with what works.
In my opinion, most unique players are self-taught, as they think outside the box. They aren’t bound by any rules.
They have their own unique phrases and concepts. This is where learning from these players helps: to incorporate
their process into your own.
Being unique is getting harder the more time passes. I don’t completely agree with Allan’s opinion about having
people find their own voicing. I’d rather just have people play how they want. It’s easier for Allan to say that since
when he started playing, the electric guitar as we know it was only around for about 9 years. As time goes on, it’s
harder to do something no one else did. It’s OK to take these concepts and use them yourself of expand upon them.
“Talent hits a target no one else can hit; Genius hits a target no one else can see.”
-Arthur Shopenhauer
I should mention that Allan did in fact, use licks, whether he realized it or not, or even wanted to admit it. He would
get discouraged if he played something similar twice, but there’s only so much your hand and mind can do. What
Allan did most of the time is have a vast array of linear / physical concepts that he would use and play with variations.
It’s like a subset of notes or ideas within a scale pattern. I don't think any of these concepts are worked out
beforehand, because they're not that complex, but simply interesting symmetrical shapes you can find on the neck.
Allan’s slow playing was completely free. Once you start to play fast, that’s where those patterns come out. When
playing fast, you can’t really think of every note, so you think in larger portions and that’s when you get into patterns,
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symmetrical lines, and fretboard concepts. You let your fingers do most of the work, so your mind doesn't have to,
which again, is why I transcribed just the fast lines. They would give a window to the shapes and ideas Allan would
employ.
I can't hear everything I’m going to play before I play it. If you can, that’s amazing! I can at a slower level, but I
think merging the idea of your ear and patterns really helps. You can play this concept or pattern, then take it where
your ear thinks it should go afterwards or right after you play the note.
Allan didn't have perfect pitch, and if you look at some videos, you can see him reading his scale chart so he can
make the changes. You can see this on the Warsaw 98 DVD, when he puts on his glasses as he solos over “0274”.
Once I noticed this, that’s when I started to feel I was on the right path. It’s OK to do these things.
Q: How do you relate your solos to the chord changes? Do you consciously try to cover those
chords?
A: Yeah. I break it down to find out what the chord structure is, what scales I can use. If I can
superimpose things over the tops such as triad (sic). I generally experiment with it: There’s no
set way. I don’t go about each tune thinking: “This is what I have to do.” For me to be able to
play it I have to be able to see it in my mind’s eye. I can’t play off a piece of paper. If I do, I’ve
had it.
Maybe Allan didn’t consider how difficult his compositions would become later in his career.
“I try not to practice anything that I’m going to play. I don’t learn any particular licks or
something that I can just play, so I’m stringing a bunch of licks together because that’s not the
way I think about improvising. I just think: forget about all of the notes that are available. Just
try to make melodies out of them. Don’t let your hands dictate what you think you can do.
Take a look at those fingerboard charts and imagine your eyes dancing on the notes you want
to play, and then forget about whether your hands can do it or not. Just try it.”
-REH Video, 1992
Even in this next quote, Allan does talk about how finger patterns are part of playing the instrument. I'm assuming
here that perhaps one of the reasons why he was so down on his playing, is that he often relied on these concepts
instead of it being totally unique. I noticed his earlier solos being much harder to figure out because of this, but
towards the late 80s, early 90s they became much easier for me to figure out, as I was able to recognize a lot of the
patterns and concepts he was using.
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A: I don’t memorize. If they were memorized, it wouldn’t be an improvisation, would it?
Q: There are instances where you can tell that it’s the same finger pattern, maybe applied to
different notes.
A: Well, that’s true of any instrument. If you look at a piano, you can say: “Oh, the guy did
this”. You can’t get away from that. Even if you look at the notes written down on Nicolas
Slonimski’s book (…) you’ll see something. Then you might see it again. I don’t know if you
can get away from that. You just try to use everything and drag it back and put it out in a way
that works in that particular moment in time. And it may not. That’s the beauty of
improvisation. You always have to be ready to fall on your butt. Gary Husband said
something to me a long time ago. I’m always complaining of how I sucked, and he goes like:
“You can’t expect to keep digging a lot of shit and not get some of it on your face”. There’s
some truth in that. If you play safe all the time, then you’ll never make a mistake, and
everything will be smooth jazz.
-NYC The Cutting Room, 2014
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HOW ALLAN THINKS OF SCALES AND
HARMONY
Before we get into all the cool lines, I wanted to address a few things about how Allan thinks of scales and harmony,
especially why his solos are so hard to follow.
Allan is one of the best self-taught guitarists, and since he figured out a lot of stuff on his own, he created his own
unique approach. Part of the beauty of this approach is it’s simplicity. Allan just made it as complex as it can be.
When it comes to scales, Allan took a very 'mathematical' approach, as you may have heard him talk about in his
instructional video.
“I figured that if I started out with 5 note scales that I could just permutate them all: 1 thru 5,
then 1-2-3-4-6, 1-2-3-4-7, etc., thru 12. And then I do the same with 6, 7, 8 and 9 notes. And
then I catalog them and threw away all the ones that have more than 4 semitones in a row. I
just analyzed them, and I could see chords within them.”
-REH Video, 1992
“That’s how I started figuring out how I wanted to catalog my own scales and try to work on
things after I started working with my dad, and when my dad passed away, I decided I wanted
to look at it a little bit differently, and I started working on formulas on my own. I’m going to
catalog every single possible combination of scales. In one, two, three octaves. When you get
past 2 octaves it gets really rough. I started with one. I’m not going to worry about the names.
I’m going to name them myself later. All you do is circle one, whatever key it is in, it doesn’t
matter, because it’s going to replicate itself times 12. I would just take one, and in this case, I
chose D for good reason. That note will always remain the same. Then I go from 1 to 12. How
many notes do you want? 5. 1-2-3-4-5, 1-2-3-4-6 (…). I did all of them. I ended up with a pile
of papers like this. And then anything with more than 4 semitones, I put them in a separate
file. It was very visual for me. When I look at the guitar, for me, it’s like looking at an abacus.
I can actually see the distance between the intervals. Two half steps, whole step, half step,
whatever. When I look at the guitar, that’s what I see. With this particular chord, that’s what I
see, what I call available notes. Intervallic Permutation Recognition. That’s what I call this.”
Since he figured out all these scales, he was able to categorize them by interval structure, not modally. Allan thought
of the scale as a gigantic circle, with no real beginning or end.
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He started with the C major scale because it’s the simplest to look at because it has no sharps or flats.
C D E F G A B C
But, then he was looking for the harmonic compass of where that scale made the most sense. He started with the
major scale, which goes:
W W H W W W H
But when started on the 2nd note, D, the interval structure is symmetrical.
W H W W W H W
“I started looking at all the intervals. Just a basic C major scale. Where’s the bottom of that
major scale on a harmonic compass? The notes don’t line up, and when I got to D it was
perfectly symmetrical. It was like looking at this little compass. All the interval distances are
perfectly symmetrical. I use it as a base. X just applies to any key I wanted to. I started
cataloging the scales. That’s what that means, basically. There’s a lot of other symbols that
don’t mean much to anybody else. It’s like some guys playing Giant Steps backwards and
someone in the audience with a chart says: Oh, no, he fucked up! It’s just a way I can
remember it.”
“I write things out how the scales change, what notes are in those. I have these charts that
make sense to me but don’t make sense to anybody else, and they don’t really relate to the root
note of this particular scale because I don’t think like that. I think of the scale just like having
a big circle. When one chord goes to the next one it’s just like another circle and another
chord. You just have to pull out those notes and improvise with them.”
-Manny’s Music, 2005
Using this as a base, he was able to find all the normal scales most people use, and even some that aren't used that
often.
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Now for anything related to the major scale, Allan thinks of it as Dorian, because of its symmetrical nature, not its
harmonic sound. The symbol for that is X because it stands for ‘experiment’.
So instead of thinking of 7 different modes, it’s just 1 scale. From that one master scale, you can alter it, and get
Melodic Minor, Harmonic Minor, Harmonic Major, etc. I think this is a much easier approach, because instead of
28 different modes to remember, it’s just 4 scales. From that, he created other symbols to recognize what those
interval permutations would be. Not necessarily for its harmonic content, but it’s scale shape.
“That’s basically how I see scales. I see them from the lowest note to the highest note. I don’t
have a different name for a different scale that starts on anyone of these notes, which there is.
You can practically name any scale, come up with a different name from any note that you can
start on. But for me, for the way that my music is, it didn’t really help. It was kind of a
hinderance. So, I abbreviated it to these symbols, and this first one, which means a D minor
with a natural 6 to me.”
-REH Video, 1992
“I guess for me the only thing that makes one scale different from another is not the starting
note, it’s the separation from the intervals. For example, if it’s a D minor major 7 scale, the
name which I give to the scale is only a means of identification. It’s for no other purpose.
When I think of that scale, I don’t think of it starting on D. I think it starts on the lowest
available note on my instrument, which would be an E, and the highest available note, which
would be another E. That’s basically how I think of scales.”
-REH Video, 1992
This is why his solo scale charts look so bizarre, but really all those symbols relate to more common scales most
people are aware of.
In his video, he talks about the 10 most 'usable' scales, and in the book, there are 15. But from what I found, I believe
it’s only a small amount of them that he uses frequently.
“What I’ve done is I figured out what I’d say would be 10 really usable scales, that you could
play on almost anything. There are plenty more, believe me. But I think these are the most
usable ones.”
-REH Video, 1992
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The Scales:
1. C major / D minor / G7 (D Dorian)
2. D minor + 7 (D Melodic Minor)
3. A minor + 7 – 6 (A Harmonic Minor)
4. A minor – 7 + 4 (A Lydian Minor, C Harmonic Major)
5. A flat diminished
6. B flat major add – 6
7. C dominant 7 add + 7
8. B minor add + 7
9. A minor + 7 add – 6
10. 3 half steps 1 whole step (Messiaen 3rd Mode)
To date, there’s only been found 8 of his handwritten charts. The only scales really shown are "X", which is Dorian,
Melodic Minor and the Diminished scale. Once in a while, you will see the add b6 scale used as an alternate scale.
Within this scale, there are 3 other scales that are usually associated with it, that you can tell from these charts.
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From what I’ve transcribed, what Allan is playing follows this as well. Most of the time he's playing Dorian, with
some chromaticism, at least 80% of the time. Melodic Minor which pops up once or twice in almost every chart.
The Diminished scale gets used a bit as well but not as often.
The other scales, while might have tunes where they're used purposefully, like only playing Harmonic Minor,
usually those 4 scales that are grouped together:
- add b6
- Melodic Minor b6 aka Harmonic Minor
- Melodic Minor #4 aka Lydian Minor, which is part of Harmonic Major
- Dorian #4 which is part of Harmonic Minor
This group doesn't get used that often. They’re alternate scales but the add b6 scale gets used the most, even being
used as a passing tone. In his charts you don’t see it specifically, but as an alternate to another scale.
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“I think these are very useful scales, particularly the first five, because they’re more
harmonically defined than the last five, which I group as the jazz scales. The jazz scales have
extra notes, and one extra note usually in each one, which makes them in some ways a little
more ambiguous, but nevertheless, I think they’re really useful. I think it’s good to know
them.”
-REH Video, 1992
Even with Allan’s chart of “Letters of Marque”, the famous “Harmonic Major” section, he groups those 4 scales
together to be used as alternates, instead of just Harmonic Major.
“If I play this in E, which I use in one tune from a while ago, off the IOU album. There’s an E
pedal section in a tune called “Letters of Marque”, was based on this scale. I’ve heard some
people call this scale B harmonic major, but for me, like I said, I always relate them to the
closest minor in my head, if there’s anything in my head.”
-REH Video, 1992
In fact, often Allan doesn't even follow that chart and plays more hand pattern shapes to create tension, which will
be discussed in the outside section.
Of course, these are my opinions from analyzing so many solos and Allan’s own chart. I could never tell you exactly
what he was thinking, or if those patterns are part of something, but I think this is the most straight forward and
logical approach. Just create tension and don’t worry about the notes that you’re playing, because you know you’re
going to resolve at some point. If knowing a lot of different scales helps you, that’s great! There’s no right or wrong
way to do it. The approach that you feel most comfortable with, that’s the best one.
I also want to bring up, not only did Allan work on every 5, 6, 7, 8, and 9 note scales, but talked briefly in his REH
video about scales that don't complete themselves in 2 octaves.
“There’s obviously a lot of scales, and the thing is that a lot of them that I’ve experimented
with don’t complete themselves in one octave. They take two octaves and sometimes three.”
-REH Video, 1992
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But in a clinic done a little over a decade later, Allan mentions that he couldn't ever figure it out. I don’t know what
he was trying to do, nor do I want to speculate what it could be.
Q: In your lesson video you talked about having scales that don’t resolve until four octaves or
so.
A: Don’t ask me about that. It was a long time ago.
Q: What kind of chord progression would they work over?
A: They just felt like building lines from. I could never figure it out. It’s almost like taking
chunks of things and they end up being like, merged. Chords over chords, y’know. I haven’t
worked with that for a long time. It’s pretty hard to do that on the guitar. Even two octaves get
very rough.
No matter the chord, Allan doesn't care what mode or chord that would belong to, just the 'parent' scale. For example,
Cmaj7, he would write D Dorian, or C. G7, his chart would say D Dorian. Fmaj7#11, D Dorian.
As long as those notes belong to that key, he would just write the main scale they're a part of. In some instances
where the chord is more ambiguous, for example a sus4 chord. A sus4 chord could belong to 5 different keys. Csus4
can belong to the key of C, Bb, Ab, F and Eb. Allan would choose whatever key that would make sense to him, or
sometimes pick two to choose from. You can see this in his chart for “Bo Peep” and “Lanyard Loop”:
Usually, the more notes the chord has, the less scale choices you have.
Even the chord that Allan plays might not have an obvious scale associated with it. For example, the first chord in
“Pud Wud”, is an Fmaj7sus2 chord (notes: FGCE). That can belong to 2 keys, C and F. Allan chose C and, in his
chart shown in next page, wrote D Dorian. Then, when that same exact chord comes back later, instead of playing
D Dorian, Allan chose F Melodic Minor. Of course, this would work because the chord is missing the 3rd, so it’s
neither major or minor. Playing D Dorian, it has an A and B, but F Melodic Minor has an Ab and a Bb, giving the
chord a different context and sound. So, even when chords repeat, Allan could choose different scales entirely,
making it harder to interpret what’s going on.
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I also believe that for Allan, all the notes in the key have equal harmonic value, and that there aren't any bad notes,
or ones that sound 'better' than others. However, in improvisation, there is something called the avoid note, which
is any note in your key that’s a half step above a chord tone, or more specifically an octave and a half step. A b9,
properly speaking. For a C major chord, the avoid note would be F, because it’s a half step above the major 3rd.
For Am it would be F as well, the b6. It’s a half step above the perfect 5th.
These notes provide a lot of tension and if used incorrectly, they can sound 'bad'. Mostly because those notes have
a strong urge to resolve to a chord tone. F could go to E in both situations. But sometimes that note is important to
give that scale its tonal or color characteristic so you can play it, you just have to use it in the right way, either by
playing thru that note to another, or fast. These notes have a tendency to resolve downward. It can also resolve
upward as well. Ending a phrase on that note can sound really bad.
This approach is way more important in functional harmony, where most of the chords belong to a specific key.
But with Allan’s music, a lot of times, the chords themselves have so much tension, it doesn't matter. Or sometimes
that avoid note would be within the actual chord itself. If Allan played a C major with an added 11 (CEGF), the
chord itself has an avoid note. His chart might say D Dorian and improvise however he'd like, without worrying
about hitting a note that has too much tension.
14
Ultimately, what I’ve learned is that every note works, it’s just how you use it. To me, it’s a sliding scale from
consonance to dissonance. Your octaves and chord tones sound the best. Then your color tones, your 9, 11, and 13
or the 7 if the chord doesn't have it. Then you get to notes that sound a bit weird that aren’t in your key that might
work: #4’s, b5’s, 7 against a minor chord. Could have some tension, but can sound nice if used correctly. Then you
have your avoid notes in your key that have a good amount of tension. 4ths against a major, b6’s against a minor.
Finally, your avoid notes that aren’t in your key, a b9 against a major chord, etc.
Consonance Octave, Unison, Chord tones

++ Color Tones (7, 9, 11, 13)
+ Color Tones Outside Key (#4 in Major Scale, 7 in Minor Chords)
- b5, Major 3rd in Minor chords
-- Avoid Notes (4th in Major Scales, b6 in Minor Scales)
Dissonance Avoid Notes Out of Key (C# in C Major Scale)
All those notes can be used but if you want a nice sounding solo, you obviously play more of the good sounding
notes, and the more tension ones used more sparingly for effect. This makes the melody sound more interesting. In
that way, every note works when improvising. I believe Allan thought the same way, especially when playing
outside. This will be brought up again when we talk about outside playing.
Another thing that makes his solos hard to follow, is the actual form of the harmony behind the solo. Most harmony,
even in jazz uses some functional harmony. In the simplest terms, things like a I IV V, or ii V I in jazz. Even when
it moves to a new key, there usually is some logic to why it did.
Same progression modulating the key a whole step down from C to Bb.
15
In jazz, some of the crazier chords are just to provide tension, to be released by the next chord. The most used is
called a perfect cadence, which is a V to I. In the key of C, that’s G to C. For some more tension and release, you
turn that G in to a G7. With jazz, they just add heaps of tension on the chord. G7#5, G7b9#5 etc. It’s just more
tension to be released by the next chord, and still functional and logical.
You can even get into chord substitutions. For example, a b5 substitution, so replacing the G7 with a Db7. Still
has some logic that makes sense when following a chart.
Even with these extensions, alterations and substitutions, it’s all functional because there us some harmonic logic
behind it that you can follow. This is the approach that you see in more traditional jazz harmony. It’s more
predictable, you can tell when you’re going to hear the tension and resolution.
For the most part, Allan uses non function harmony. Which really means any chord regardless of key. What this
means is, any note of the melody can belong to any degree of your chord. For one note, it can belong to 6 different
major/minor triads. A C note can be the root of C major or C minor, the 5th of F major or F minor, or the min 3rd
of Am or the major 3rd of Ab. Of course, you can extend this to any chord tone. 9ths, 11th, etc.
16
If I have a simple melody of C D E, you can think of that all belonging to the key of C major, or even G major.
Non-functional harmony would be having those same notes but including them inside of 3 chords that are not related
at all. F7sus4, Bmadd9, Bbmaj7#11. Even though those chords aren’t related, they contain the same melody.
Even though the melody is within a key, you would use 3 different scales to improvise over these chords. This is
mostly how Allan’s music works. Instead of every chord belonging to a key, with a few that aren’t, almost every
chord is going to belong to a different key, so you need to play a different scale for each one of those chords. That
fast switching between new keys can be abrupt and strange, if you can't hear the harmony underneath it that he’s
playing over. Which is what happened to me when I first started listening to it.
This is why Allan mentioned that the 'numbering' system doesn't work with his music. It modulates and moves all
over the place. He employs a lot of transposing things up or down in a sneaky way, where you might not even tell
it was transposed. It’s mostly like how modern-classical music, which he loved, is written since there’s no set key.
Here’s a quote of my friend Gregg Bendian from the ProgCast asking Allan specifically about this at a 2005 clinic.
Q: Allan, one of the most interesting things for me about your music is your compositions, and
there are 2 things in particular that are fascinating to me. One is that when you’re repeating a
melody, there are often instances where the melody comes back in a different key than it
started. And the other is that the blowing changes not being the same as the chord changes for
the melody. I was just wondering, where did that inspiration came from and when did you
start messing around with that?
A: It came from listening to classical music. I was always fascinated with the modulation. To keep the thing
moving. It’s a pain in the butt to play over it because it’s moving all the time, but the thing that I like about it is to
find a way to make it sound like it didn’t change. When you try to analyze it is like ‘Wait a minute, that’s not in
the same key’. It’s just trying to make it so that you don’t hear that. It’s like a seamless transition where it morphs
back to the way it started. One example for me is that sometimes it takes me a long time to finish a piece of music,
sometimes it’s really quick. I remember on a piece of Wardenclyffe Tower called “Sphere of Innocence”, I wrote
17
the tune in a very short space of time. I couldn’t get it to modulate. Even though the basic tune was written in a
few hours, it took me six months to finish it, to get it where you couldn’t hear it when the key change went back. I
was always fascinated with modulation and that comes from listening to classical music. It has always fascinated
me. I love that about music. If you listen to the melody and go ‘I already know that melody’, and you try to
actually play it, maybe go like ‘wait a minute, it’s not in the same key, it has changed’, but maybe two or three
times, without really noticing it. It’s like a little magic puzzle. I like that.
Q: And then the tune like “Looking Glass”, where the chord changes in the soloing are different than the head.
How do you go about approaching that?
A: What I usually do is I take a section of the head. It will usually be related. Almost always. I’ll take a certain
section of it. That tune, for example, a lot of the solo changes are from the middle part of the head. And then, I
will modify it and morph it until it gets back to square one. Then you go back into the head. That’s interesting
because it’s in two different keys and it’s two different endings in each key. It’s like a modulation morph. I like
those. There are only a few tunes that I wrote where the head and the changes are the same. “Funnels” is one
example, “Pud Wud”. There are a few where it’s like a traditional tune, where the head and the changes are
exactly the same.
Q:..if at all, have you worked on (….)?
A: I did a lot of that a long time ago, because I can’t read music when there’s key signatures,
but the way it was written was enharmonically, so there are all the accidentals in there, and
that’s how I think it should be anyway. That’s just my opinion. Just like how I think that the
guitar should be tuned like this (plays in 4ths). It just made a lot of sense. Even as slow as I
read, which is extremely slow, in my own time and my own little room I can work through it.
When I see a key signature, I go ‘Oh, my god’. I like the way they write modern classical
music, because apparently it’s all written like that now, with no key signature. There really
isn’t, so you can’t really give chords numbers anymore. You can, but there’s a new one.
“One tune is called “House of Mirrors” because it reminds me of being in a house of mirrors, because it
modulates a lot and I like that. That’s why that system of numbering chords, for example ii-V-I, or whatever,
doesn’t really work too well for me, with my music, because they move around too much to ever have one that
stays at one.”
-REH Video, 1992
Not only do we have multiple scales that can be used for the same chord, as well as key changes for almost every
chord, another thing that makes his solos sound so weird, is that the structure is usually not very simple or standard.
Most music is usually in 4, or 4 beats per measure and repeats in 4 or 8 measures. With Allan’s parts, measures can
have all different time signatures. 7 beats, then 4, then 5, back to 4, as well as having an irregular group of measures.
13 measures before it repeats, etc. Sometimes the tension chords are not where you would expect them.
18
Normally in music, in a I-vi-IV-V, the tension is on the last measure for the resolve back to the first.
Other times, there are actually two sections that are similar, but the 2nd part is a little longer, or has a part of it
transposed to a new key. All these things will throw you off if you're not familiar with the actual harmony of the
solo section. In both “Lanyard Loop” and “0274”, there are 2 solo sections, A and B. But Allan plays the chords to
the A solo, then when he starts to solo, solos on the B section, which is similar to the A section but has some chords
different in some spots or transposed down or up.
When it comes to the types of harmony that are under his solos, there are really 4 main categories.
The simplest ones to follow are a few tunes where the chords you hear, are the actual part they solo over without
any change. This isn't common. Also, the head may have some riff, but the meat of the tune is a chord progression
that repeats.
- Temporary Fault
- The Dominant Plague
- Funnels
- Pud Wud
- Leave Them On
Most of the time, when Allan solos over a particular section, that section is related some way to the chords you’ve
already heard. The tunes have variations of the chord sequence, but are either slightly different, transposed
differently or in the same kind of style. Some even are different but have a part it in that you've heard before.
- Where Is One? - Clown
- Shallow Sea - Secrets
- White Line - Spokes
- Three Sheets to The Wind - 54 Duncan Terrace
- Road Games - Endomorph
- Water on The Brain Pt II - 5 to 10
- Home - Sphere of Innocence
- Panic Station - Against The Clock
- In The Mystery - House of Mirrors
- The Un-Merry Go Round - Hard Hat Area
- Non-Brewed Condiment - 0274
- Distance vs Desire
19
The tunes are the hardest to follow are the ones where the chord sequence for the solo is unique to the rest of the
tune and is not anywhere in the tune you already heard.
- Things You See - Mac Man
- Checking Out - Wardenclyffe Tower
- Letters of Marque - Zarabeth
- Out From Under - Low Levels, High Stakes
- Tokyo Dream - Tullio
- Metal Fatigue - The Sixteen Men of Tain
- Looking Glass - Texas
- Mr. Berwell - Eidolon
- Sand - Above and Below (reprise)
- The 4.15 Bradford Executive - Landyard Loop
Lastly, there are some tunes that are just free improvisation, either with no harmony underneath it, or a very simple,
general harmony where anything kind of goes.
- Devil Take The Hindmost
- All Our Yesterdays
- Prelude
- Postlude
- The Drums Were Yellow
- San Onofre
- Let’s Throw Shrimp
These are all the things that make trying to figure out Allan’s solos so difficult. It’s a very simple concept, but it’s
made as complex as possible. Different types of scales over chords, every chord being a different key, measures
having different beats, irregular measures, things that repeat in the same way; all the stuff to throw you off.
Hopefully, being able to see and play to some of these lines isolated, you might be able to recognize how much
simpler they are.
20
COMMON ALLAN THEMES AND
MISCONCEPTION
We’re almost ready to get into the licks, but right before, I want to talk about some things Allan commonly did that
you'll see throughout the transcriptions, as well as debunking a common misconception.
By far, the biggest misconception about his playing is his use of 4 note per string scales. I have never once seen
Allan use 4 note per string scales that he shows in his REH video. He would sometimes use 4 fingers per string, but
mostly for chromatics, like:
This obviously came from his lesson video where he talks about it.
“I think a good way to begin practicing scales basically is to try playing more than 3 notes on a string, so you can
break away from playing in a pattern. Start thinking of it more like that. That way, you’ll end up in different parts
of the guitar. You can start on the low F and then go up on the high A”
-REH Video, 1992
What I believe he was trying to say, is breaking out from your normal scale box. For example, if you're playing C
major, you should know where the notes are behind and after that position. I think that’s a far better idea of
understanding how he views the neck. This should apply to every position of the major scale, or modes if you want
to call it that way.
21
Perhaps he did practice that way to help open the neck, but with all 200+ solos I combed through, I never found one
instance that used any of those fingerings the way he showed in the video or playing a scale in that way. It’s almost
always the 3 note per string scales that we all have learned.
Even though he says he views the neck as the whole thing, for the most part, all the fast lines I found were still very
sectional, like how you would play the modes, with 3 note per string runs. This is how I have the lines broken into.
But instead of modes, more like different positions of the major scale. When I come through all those solos, you’ll
see all the different scales that fit those patterns. From there, you should see what I mean more clearly.
One other major theme of Allan’s playing is position shifting. Being able to shift easily between different patterns
of the major scale is a huge part of it. Once you can do that, and see the hand logic, you’ll realize how simple a lot
of his lines really are physically.
22
Another major component of Allan’s playing is string skipping. This is mostly done to jumble the notes around.
Sometimes it was tricky to figure out what strings it could be on. You may not know, but any pattern you play on
the ADG and e string is the same that it would be on EAD and B string. There’s so much symmetry to it.
Another thing that makes Allan’s playing so difficult to figure out is his use of unison notes, even within scales. It
can throw the phrasing off in an interesting way. It’s something you’ll see commonly.
He also would sometimes play a note an octave higher than what he ended his phrase on and continue from there.
Most of his lines used fingers 1 2 and 4, and a lot of phrases use barring with the first finger on 2 strings and playing
an upstroke. Like BCEB, or variations like half step, whole step, minor 3rd, etc.
23
When ascending a scale, Allan has a tendency to play 14124, or 142124. Not often, but you also see this 1424
pattern as well.
We all know about his stretching, but very rarely was there anything beyond the scope of even what I could do. For
the most part, a lot of his phrases are within 5/6 fret reach, which sounds like a lot but really isn't. The only really
crazy stretch stuff seems to come from his outside playing, which I'll get to at the end.
In very rare instances, because Allan’s hand was so big, when barring, he wouldn’t be barring the same fret, he
would also be barring the fret behind it. For example, he might want to be barring the 10th fret, but since his finger
was so long and kind of curled, he would be hitting the 9th fret. This doesn't happen very often, but one of the things
that make transcribing some things really challenging.
Also with the stretching, one of the things that Allan would do that makes things difficult to figure out is with that
stretch the note on the lower string, is higher in pitch than the next string he would move to. When you stretch past
5 frets, the next note is higher in pitch than the string below it. Sometimes the phrasing gets really weird, but it’s
physically very simple.
24
When it comes to chromatics, I don't think I ever have seen him play chromatically up the neck. I think every time
it was always descending, and sometimes with some sort of staccato rhythm.
Another important thing Allan would employ would be sliding up and down using his pinky. For example, playing
a phrase like G A B C, then going back to the B and shifting quickly up to C then back to B. Even sometimes it’s
done in whole steps like this:
This can be used for regular scale playing, or sometimes some interesting outside ideas. Most of the time with wide
stretching and string skipping being involved.
One other aspect of his playing, which isn't unique to him, is changing to the next key before the actual chord does.
For example, if it’s A major for 2 measures, then C major for 2 measures. At the end of the second A measure, start
playing in C. The notes in C will have some tension again the A chord, but once the chord moves to C, it'll sound
consonant again without you doing anything. You can start the scale a little bit earlier before the chord does for a
little bit of extra tension.
That’s all the little mannerisms that Allan employs and different techniques. Now, onto the actual licks and lines!
25
MAJOR TONALITY LINES
For a majority of the book, I included lines or ideas that can be in one specific key. But there are a few patterns that
don't really fit and can be used in different ways. As what I had to do with my chord book, I had to make a specific
category just for them. I also would want to note that all the examples I have from here out are not the only instances
of these patterns and shapes. In fact, there are plenty more but couldn't include them because they were in a longer
phrase or changed key afterwards, and so on. But what I did, is as you keep reading, you should be able to recognize
previous shapes and ideas as you learn newer phrases. I tried to organize it that way.
The Lick
The first line I'm going to show you is what I call “The Lick”. This is by far his most used phrase and pattern by a
wide margin. I’ve found over 250 variations of this line in all his solos, in almost every kind of way, even in different
tunings. The earliest use of this line is in “Letters of Marque”, and it’s the only time that happens on the entire IOU
album. This line started to get used a lot more towards the late 80s and onward. In fact, the album Hard Hat Area
has 26 examples of this line I’ve found alone. Once you can recognize it, you can see it very frequently in live
videos.
This shape is certainly a major scale type of line, but it can belong to two keys. For example, if I play it here, the
notes are BCEGACE, or a C maj7 arpeggio with an A minor arpeggio on top. But since there’s no F or F#, this can
be something that belongs to both the key of C and G. Sometimes this line is specifically one or the other, which of
course I'll show you. But these particular lines, can't be exclusively one key.
Devil Take The Hindmost
26
Wardenclyffe Tower
Ruhkukah
Joshua
27
MVP – Ana Maria
Level 42 – If You Were Mine
The Lick Variations

There are two very common variations of this line. One is adding another note on the B string. This seemed to be
used much more later in his career, from like the mid 90s on.
28
The other variation is stretching out a major triad on the high e string. It’s more like a Cmaj7 arpeggio with an Am7
arpeggio.
Of course, these can be switched between other variations. Personally, I don't think Allan was thinking of this
harmonically, but more like the scale shape it comes from, which I'll get to after this section.
Downside Up
Snow Moon
29
Riptyde – Forgotten Planet Suite 1
Riptyde – Long Voyage Home
Gongzilla – Allan Qui?
Andrea Marcelli – Love Remembered
30
Perfect 4ths
Another type of phrase that Allan uses quite a lot is perfect 4ths. This one fits the major scale a little bit better.
Again, notice the use of physical symmetry here. It has two major thirds on top. These shapes though follow a major
scale type of shape, but again, is lacking the notes that would make it specific to one particular key.
Gongzilla – Almost You
Chad Wackerman – You Came Along
31
Major Pentatonic
One way Allan views the neck, is something I would call a “major pentatonic” shape. This is kind of the fingerboard
roadmap for it. Again, if I was to play this line here (C major), it’s lacking a B or Bb, so this shape could work for
both C major and F major. There are more examples of this in my transcriptions, but I didn't pick many for this
book.
Looking Glass
Allan Holdsworth and Gordon Beck – With A Heart in My Song
32
UK – In The Dead of Night
Outside Scale Shape

Finally, here's the last phrase. It’s really built around how Allan views the major scale, either starting on the E string
or A string. It’s just the outside notes of the 3 note per string phrase. Again, the notes lacking here would give its
key away. Once you get to the Ionian section, you’ll see the scale shape and how Allan views the major scale.
Wardenclyffe Tower
33
Dodgy Boat
Chad Wackerman – The Fifth
34
MINOR TONALITY LINES
This group of ideas are based on either a minor tonality or built around a minor scale shape.
Minor Arpeggio on GDA Strings

This one is a good example. This is a pretty common thing Allan would do inside a minor scale pattern. He
descends a minor arpeggio on the GDA strings. Occasionally, he would descend a minor arpeggio on the top 3
strings, but not nearly as often. This is mostly found in his playing during the 90s. This kind of phrase is really a
smaller idea within a larger line. Again, I don’t think he's really thinking about tonality, as much as the physical
pattern.
Chad Wackerman – Introduction
35
Riptyde – Jurassic City
Maj7 in Minor Shape

Like the previous example, this line is something you'll see commonly in larger phrases. Allan will play a maj7
arpeggio, but in this kind of descending fashion. Again, if I were to play this, it can belong to G major or D
major. Or "E Aeolian" or "E Dorian".
Tullio
36
GACB Sequence
As mentioned earlier about phrases where the last note on a string is actually higher in pitch than the note on the
string below it, this is something that Allan would employ. Here we have the notes GAC with the B note on the
next string. This phrase can work for the key of C major but also G major. Or if you want to think of it modally,
in the E Aeolian position or the E Phrygian position.
Stanley Clarke – Stories to Tell
37
38
Perfect 4ths
Like I mentioned before about the perfect 4ths, these ones are similar, but aren't diatonically perfect 4ths straight
down. Again, notice the symmetry. Here's the C major scale along the whole neck. You can see that on frets 5, 10,
12 and 17 have notes on all strings, creating pillars. This is where these lines come from. But with lines like these,
you can do the same thing from frets 5 to 10, as you can 12 to 17, so it’s hard to tell what position Allan could be
thinking of. Since each group can belong to 2 different keys. The 5 to 10 pattern can be in the key of C or F, and
the 12 to 17 can belong to C or G.
Again, that’s not really that important. It’s just a different way of seeing the neck and creating lines and patterns
from this shape. You also can do some perfect 5th lines from the 5th to 12th fret and the 10th to 17th fret, but I
don’t think I’ve seen that too often, maybe just once.
39
House of Mirrors
Zarabeth
MVP – Rocks
Andrea Marcelli – Final Project
40
Anders Johansson, Jens Johansson and Allan Holdsworth – Mission Possible
Eric Keyes – Everyone Knows My Drinking
Alright, that’s about it for the ambiguous ones. Now we're going to move to the bigger scales, major, Melodic
Minor, Harmonic Minor, and so on.
41
MAJOR SCALE
No surprise, but the plain old major scale is the scale that Allan used the most, because it’s the most pleasant and
consonant. Allan really thinks of this entire scale as revolving around the Dorian mode, or second position. On some
of his charts you will not only see something like C/Dx, but just C. So, I think he does think of his major tonality
as C and his minor tonality is Dorian.
With that, what I think is much easier to understand, is not to think of these scales modally, as C Ionian, D Dorian,
E Phrygian, F Lydian, G Mixolydian, A Aeolian and B Locrian. I feel the best way to do it is to think of them
positionally. Don't think of them as modes, but different positions of C Ionian or D Dorian.
Allan may say that he views the neck as one whole piece, but with these lines, you can see it’s almost all sectional,
using those modal shapes we all know, just switching between them. The key is viewing the neck differently. Instead
of thinking of E Phrygian, think of it as C major, or at least where the major scale would fit inside that scale shape,
starting in a different area.
This way of thinking only really exists within the major scale. With the other scales, Allan surprisingly seems to
only use very few positions. For example, with Melodic Minor, it seems like Allan mostly uses 2 shapes. Again,
anyone can take these concepts and apply them to all the other scales.
Most of the chords that Allan plays belong to this scale. This was really Allan’s superpower: being able to switch
key effortlessly and use some of these really interesting ideas almost instantly. When there are a lot of chords, he
follows those changes diatonically, with some minor chromaticism.
Doing this helped me out a lot, because instead of thinking of all different modes, like how I used to, I just think of
one. When keys are flying by quickly, if you can relate it to one of those positions, you can make those changes
easily. You can think of one scale in seven different ways instead of seven different scales. If you're playing more
functional harmony, this might be harder to do. The best approach might be to be able to do both given the situation.
So, from here, I'm going to categorize them by mode. Not so much for its harmonic quality, but how we think of
the finger positions are viewed on the neck, and then give what it would be the best way to think of it as major or
Dorian.
42
IONIAN SHAPE PATTERN
Ionian Position
This is how I think Allan thinks of the major scale, the Ionian position. It'll be probably easier to think of it as major,
but again I'm calling it Ionian as it relates to the modal pattern that we're familiar with. Now, what is important is
how I believe Allan views the scale on the neck. This really helps transcribing his lines.
This is how I think he phrases in according to how he plays. I was already aware of this position from watching
Shawn Lane’s instructional videos over 10 years ago. What was a revelation to me at the time, was the fact that the
notes aren't in order, like how we all are used to playing it. If we look here, we can see that the "G" is played twice
on the G and B strings. This position is not only more left-hand friendly, but this doubled note can allow for some
very interesting lines. It also has a symmetrical shape with 2 whole steps in the top and bottom strings, and a half
step and a whole step in the middle strings.
43
Letters of Marque
Low Levels, High Stakes
Joshua
The Sixteen Men of Tain
Nuages
44
Against The Clock
Ruhkukah
5 to 10
Allan Holdsworth and Gordon Beck – Ain’t No Grief
45
K2 – Infinite Voyage
K2 – The Edge of Light
MSM Schmidt – Trance
46
MSM Schmidt – Vista
Chris Buck – Kanines
David Hines – Antillia
47
Ionian Shape Outside Notes
These examples are the same I was talking about before, where Allan plays the outside parts of this scale, but now
they’re explicitly Ionian.
Secrets
Anders Johansson, Jens Johansson and Allan Holdsworth – On Frozen Lake
48
The Ionian Lick

And finally, these are Ionian examples of “The Lick”. This new chart shows some of the other optional notes Allan
could choose from, with the main notes being filled in. Now you can see because of that F, this is specifically a C
Ionian line.
Mr. Berwell
49
Norwegian Wood
Peril Premonition
Ruhkukah
The Un-Merry-Go-Round
50
MVP – Ana Maria
Carl Verheyen – Gretchen’s Theme
Steve Hunt – Wring It Out
51
Riptyde – Free Da Radicals
Riptyde – Long Distance Home
Soft Works – Willie’s Knee
52
Soft Works – Baker’s Treat
53
DORIAN SHAPE PATTERN
Now we're in the second position of the C major scale, which is D Dorian, his symbol for this is "X", for experiment.
When he writes X, it means Dorian, or this collection of intervals.
Dorian Positions
I think Allan sees this pattern on the neck in two different ways. This pattern is more common than everyone is
aware of. A lot of times from this shape, once you get to the D and G strings, can then move onto the Ionian shape.
Knowing how all the different patterns connect and switching from shape to shape is very important.
The other scale pattern I think Allan sees is this one. Like the previous scale idea where a note is doubled, in this
case it’s A. What’s really important is to know how these different positions interact with each other to move
smoothly between them.
The Things You See
54
Tokyo Dream ‘92
Mac Man
Ruhkukah
55
Snow Moon
Wardenclyffe Tower
Spokes
56
Chad Wackerman – Close to Home
MVP – Ana Maria
57
Guitars Practicing Musicians – Play That Funky Music
Chad Wackerman – Holiday Insane
58
Level 42 – Seven Years
Riptyde – Time Off in Tannu Tuva
59
Soft Machine – Sly Monkey
Soft Works – Madam Vintage
60
Atlantis – Oceans to Cross
Dorian Shape Whole Step Box

With this you can see this whole step box symmetry that Allan often uses to its fullest. You can also see the extra
note you can slide up to and back.
Wardenclyffe Tower
61
MVP – Ana Maria
MVP – Humpty Dumpty
62
MVP – Humpty Dumpty (cont.)
63
K2 – Cloak of Antiquity
Major Triads String Skipping

With this same box shape in mind, you can extend it a little further, and you can see we actually have 3 major
arpeggios, one on each string. I only noticed this in one of Allan’s solos, but I thought this was another cool idea
within this Dorian shape. For some of these stretches, they can only be used higher on the neck. In this example,
Allan is just string skipping, but it can be used across these 3 strings.
Jeff Watson – Forest of Feeling
64
Sus2 Triad Pillar Pattern
This shape is very common in Allan’s playing. I noticed it more on recordings than on live performances, but it’s
there. A lot of times when Allan uses it, he's string skipping from the A to the G to the high e string, or the low E,
to D to high e string. Other times he’s building a finger pattern within this shape.
The interesting part of this is that the last note on the string is higher in pitch than the one under it. All these can be
thought of as sus2, or an inversion of a sus4 arpeggio. As you can see, there are 5 different sus2 arpeggios, just like
there are 5 different keys a sus2 chord can be found in. That’s because it can be thought of as in 5 different positions
of that key, including your 1, 2, 4, 5 and 6 chord. Again, I don’t think Allan is thinking like this at all, but you can
see how symmetrical the line is. You can come up with wide intervallic phrases.
65
Ruhkukah
Panic Station
54 Duncan Terrace
66
Jack Bruce – Obsession
67
MVP – Bathsheva
68
Dan Carlin & Friends – El Gato Fandango
69
70
Snew – Highway Star
Sus2 with Pinky in Half Steps

One other little interesting thing that Allan does, is often when string skipping, his pinky will move up one fret. In
this instance, the shape would look like this, with the sus2 on the high e string. There are more examples of this,
especially in the Mixolydian position, but often times it’s done within larger lines, so there aren’t many examples
included here.
71
72
PHRYGIAN SHAPE PATTERN
Phrygian Position
The third position of the major scale is E Phrygian. This is the first example where I think naming this position
differently is more beneficial. Instead of thinking of this as E Phrygian, interpret it also as C major. If you're familiar
with arpeggios, this can be pretty easy because this C arpeggio can be found in this shape. Then you can see the
perfect 4th under the C. You can see how the white circles outline a C major arpeggio in the image to the right.
The Things You See
Earth
73
Minor 7th Arpeggios

One interesting symmetrical idea in this position are these minor 3rds on the A and D strings, which also are on the
B and e strings. You can call them a Dm7 and Em7 arpeggios. I don’t think Allan’s thinking of them that way. It’s
just the symmetry in that position.
74
Norwegian Wood
Snow Moon
Zarabeth
0274
75
Curves
MVP – Ana Maria
Anders Johansson, Jens Johansson and Allan Holdsworth – Joint Ventures
76
77
D Minor and E Minor Arpeggios
If we modify this shape, we have another symmetrical idea. You can think of this as a D minor to E minor arpeggio,
barring with the first finger. Allan would play this more often ascending than descending.
Joshua
Pud Wud
Isotope
78
Ruhkukah
Clown
House of Mirrors
79
Atavachron
MVP – The Fall
MVP – Rocks
80
Anders Johansson, Jens Johansson and Allan Holdsworth – Good Morning, Mr. Coffee
Anders Johansson, Jens Johansson and Allan Holdsworth – Tea for One and a Half
Chad Wackerman – Tell Me
81
Allan Holdsworth and Gordon Beck – Equus
82
Another important note about this shape. This idea of an arpeggio on the D and e string with string skipping is
something Allan would employ in different tonalities. This one can only be played on the Phrygian position. The
major triad shape is in the Mixolydian position. Allan would also use sus4 triads in this fashion. What makes that
challenging is the difficulty in placing where it could be played because it can be played in all the minor mode
positions. For completeness, I may as well add it here. You can use these sus4 triads on the D and e string in Dorian,
Phrygian and Aeolian, which are the minor tonality positions.
Dorian Phrygian Aeolian
String Skipping Minor Triads

Not only can you play those lines across 2 strings, but you can play all those notes in the arpeggio on one string.
This is another fretboard roadmap showing what Allan could do. Some of these examples might be a bit ambiguous
because you can play very similar lines in the Aeolian position.
This is another pretty common concept Allan would do. Usually just a quick flurry of notes string skipped from the
D to e string then moving on. I call these types of lines the “City Nights” line, although that one doesn't fit here, it’s
mostly about the concept of string skipping minor triads. Also notice on the B and e string, it isn't a straight minor
arpeggio again, but a major one in 1st inversion. Again, Allan moving his pinky up a half step with string skipping.
83
Norwegian Wood
Riptyde – Time to Move On
84
85
86
Chris Buck – Kanines (cont.)
MVP – Not Ethiopia
87
LYDIAN SHAPE PATTERN
Lydian Position and Outside Scale Shape

For this F Lydian position, thinking of it as C major or D Dorian would work fine. You can see both of those chords
very easily within this shape. For me, it’s easier with major, because of the C D E on the B string, and also a C on
the A string.
The most logical finger pattern for this would be the same as Ionian, but now with the perfect 4th sharpened. Again,
some of these patterns are hard to tell what key they're in because the scale shapes themselves are so similar. You
can notice the unison note here, in this shape it’s C. Even with that outside scale shape line from before, you can
see how similar it is, but once we extend it to the lower strings, you can see the #4.
The only other thing I can really say about this shape is when Allan plays it, he often does a little bend where the B
note would be on the G string, or playing that note, and then C, back to B and continuing downward.
The 4.15 Bradford Executive
88
Ruhkukah
0274
Dodgy Boat
89
Nuages
The Things You See
Tullio
Tokyo Dream 92
90
Texas
MVP – Ana Maria
91
92
93
The Lydian Lick
Now here are the Lydian versions of “The Lick”, specifically with the #11, or in this case, a B note appearing
somewhere. It doesn’t include a #4, but I added a few more optional notes Allan would include sometimes. Lots of
major arpeggios in here. In fact, you can see a G, C and F major arpeggio.
City Nights
Questions
94
Zarabeth
95
96
MIXOLYDIAN SHAPE PATTERN
Mixolydian Position
Now we’re up to the fifth position: G Mixolydian. Allan would see this in two ways. In the first one, he would often
combine the lower half of this shape with the upper end of the next shape, Aeolian, making it a little tough to define
the shape. I think the best way to show this, is how I think Allan sees it, then add the extra notes from the next shape.
Again, notice the doubled D note.
Here, we can extend the shape to see the other avenue you can go with this finger pattern, just by adding 2 notes.
As far as how to call this scale, it may be easier to interpret as C major because C appears as the first note on the A
string, and you can follow the C major scale up the neck from there. You can also think of this as Dorian, because
you have that Dorian box pattern circling around that D note.
97
Letters of Marque
Maid Marion
Shallow Sea
Tokyo Dream
98
MVP – Rocks
David Hines – Skippy
Whole Step Box Shape

Just like Dorian, you can see this whole step box shape but now on the E, A and D string. Maybe he’s thinking of
Dorian because of the box shape.
99
Allan Holdsworth and Gordon Beck – With a Heart in My Song
Major Arpeggio String Skipping

As mentioned in the Phrygian section, with the minor arpeggio on the D and e string, this is the only position you
can play a major arpeggio on them. I think this example is the only one I found from all my transcribing.
Letters of Marque
100
Whole Step Box String Skipping
This concept is probably the 2nd most common type of phrase Allan had used, after what I considered "The Lick".
This one is also common in live situations. You're string skipping that whole step box shape on the E D and e string.
But most often, just like the other string skipping ideas, the pinky moving a half step higher on the e string. Not
only can you use this concept with the E and D string, but also the A string as well. Usually, the string skipping is
done on 3 strings. Either E D and e, or A D and e.
Norwegian Wood
Panic Station
101
Level 42 – If You Were Mine
102
Riptyde – Chasing Tsunamis
103
Anders Johanson, Jens Johansson and Allan Holdsworth – On the Fritz
104
Anders Johanson, Jens Johansson and Allan Holdsworth – On the Fritz (cont.)
MSM Schmidt – Life
105
Planet X – Desert Girl
106
107
Whole Step Box With Pinky Half Steps String Skipping

Once again in this shape, when string skipping on the E, D and e string, you can move your pinky up a half step on
each new string. This time we have a minor 3rd on the E string, a major 3rd on the D string, and a perfect 4th on
the high e string.
108
Derek Sherinian – Day of the Dead
109
Major Arpeggios b7 Apart

This pattern comes from the Lydian and Mixolydian shape, but since it starts on the Mixolydian shape I'll put it
with that one. Its two major triad arpeggios a b7 apart, so it moves down a whole step, G on the bottom and then
goes to F but an octave higher. On top there’s usually a sus4 arpeggio, or a major one.
110
Norwegian Wood
Against the Clock
House of Mirrors
MVP – The Fall
111
MVP – Ana Maria
Soft Works – Elsewhere
Guitar’s Practicing Musicians – Play That Funky Music
112
Anders Johansson, Jens Johansson and Allan Holdsworth – Tea for One and a Half
MSM Schmidt – Life
113
Mixolydian Major Pentatonic Box

Finally, here is another major pentatonic box concept, but something more specifically within this Mixolydian
position.
Curves
Texas
114
AEOLIAN SHAPE PATTERN
Aeolian Position
Now onto the sixth position: A Aeolian. For this position, I think the best way to see it is as D Dorian, especially
since the D note is located on the A string under the 1st finger. The scale shape again isn't really that different from
any way that we would have learned before. I should also note, I don’t think I’ve ever seen Allan play the E and A
string this way, as it’s usually moved to the shape before it. When he’s playing this shape, he’s moving into the
Mixolydian position. That makes it difficult to see if he’s using the Aeolian, Dorian or Mixolydian position. You
can also play this shape with a double note as before, by putting the B on the D string (9th fret), and another E on
the G string (9th fret), so in this case, you’ll have two E notes.
Downside Up
115
Ruhkukah
Dodgy Boat
116
Allan Holdsworth and Gordon Beck – The Things You See
117
Jean Luc Ponty – Point of No Return
118
Whole Step Minor Third Box Shape

There aren't really that many unique or interesting patterns for this shape, but I’ll just touch on some. This one is
probably the most unique, but I only found it in one solo. It’s a whole step and a minor 3rd on each string, and then
a single note barred on the B string. You can see the symmetry again within the pattern. This shape could also be
used in the Phrygian position, but I think in the solo I got this from, Aeolian made the most sense.
119
The “City Nights” Lick (Minor Arpeggio String Skipping)
Like in the Phrygian section where we talked about the minor triad string skipping, you can also see it here, only
the minor triad is really on the A and B string, as well as the e string. This is the one you see in "City Nights".
City Nights
120
121
Sus4 Arpeggio Pillars
With Dorian we could use that sus2 shape, but from this shape, we can think of it as a sus4 shape. This one isn't
used as often, but still, a cool visual and symmetrical concept. Again, see how the pinky moves up a half step on
the B and high e string.
Joshua
122
Tokyo Dream
Peril Premonition
123
Major 3rd Half Step Shape Up An Octave
This concept isn’t used that often. It’s a group of 6 notes that is moved up an octave, based around this scale position.
It also can be used with some outside playing with an overall minor tonality. Allan does octave jumps frequently,
and there’s a section dedicated to that.
Tullio
Texas
124
Texas (cont.)
125
LOCRIAN SHAPE PATTERN
Locrian Position
Finally, the last position is B Locrian, and it would be best thought of as C major, but I think this one is pretty
obvious anyway. The scale once again is nothing different than what we've seen before. Although, I think the best
way to view this is just an extension of the C Ionian shape. This position is best seen with the line Allan plays in
his REH video talking about breaking out of the box. This is what I was saying about what he meant by breaking
out of box patterns. Instead of the 4 note scales, think of the position you know and the notes that are behind and in
front of it.
Letters of Marque
House of Mirrors
126
Allan Holdsworth and Gordon Beck – 54 Duncan Terrace
Carl Verheyen – Gretchen’s Theme
Soft Works – Seven Formerly
127
Major Arpeggios String Skipping

Aside from this, the only other interesting thing I found was just in this one solo. This 3 note per string arpeggio is
very similar to the “City Nights” line, but these are actually major arpeggios in the A, D and e strings, and the low
E string as well.
128
129
MULTIPOSITIONAL LINES
Now with all those different symmetrical lines, scale shapes and concepts, here are some multipositional lines where
Allan is gliding through all those different scale shapes, either in the same key or key changing, also while using
some of the phrases we've encountered.
City Nights
Wardenclyffe Tower
130
Wardenclyffe Tower (cont.)
131
Tokyo Dream 92
132
133
134
OCTAVE PHRASES
Another common thing that Allan does is to play a 4 note sequence and move it up 2 octaves. Sometimes because
of the speed of the line or the position shifting, there may be some minor mistakes. Again, it’s difficult to tell what
the intent was if they were deliberate or not. Judging by how the pattern repeats, I would guess they were just minor
mistakes.
Tokyo Dream 92
Spokes
None Too Soon
135
Wardenclyffe Tower
136
PENTATONICS
A surprising amount of Allan’s playing is pentatonic based. I haven't seen much evidence of Allan playing all the
different pentatonic positions, but mainly the one we all know and love, as well as playing it with the root on the A
string. He may dabble in some of the other positions for a little, though.
Minor Pentatonic First Position (Root Low E String)

Here's our normal pentatonic shape. Often, in both shapes, Allan would sometimes add the 9 in there, making it a 6
note scale. Just like the normal blues scale, you could see some of the more common passing tones, such as the
major 3rd or the b5.
Funnels
137
Wardenclyffe Tower
The Dominant Plague
House of Mirrors
Krokus – Long Way From Home
138
Alex Masi – Cold Sun
MVP – Ana Maria
139
140
Anders Johansson, Jens Johansson and Allan Holdsworth – Tea for One and A Half
141
142
143
Steve Tavaglione – Tsunami
144
You may have noticed some of the frequency of those blues lines Allan would do, which was quite a surprise to me.
Minor Pentatonic Fourth Position (Root A String)

This is the same pattern, but with its root on the A string. Also, with the 9 added as a passing tone.
House of Mirrors
Tullio
145
Let’s Throw Shrimp
146
Some of you may not know this, but within the regular major scale, the pentatonic scale doesn't just appear once,
but three times. We all know, if you're in the key of C, you can play the A minor pentatonic. You can also play it
on any minor mode because they all contain a 1, b3, 4, 5 and b7. It’s just the order of the other 2 color tones, the 2
and the 6 that make those other shapes different.
147
The same can be applied to the major pentatonic. You can play it on C, F or G and still be in the key of C, because
the major pentatonic contains a 1 2 3 5 and 6, where it’s the 4 and 7 that distinguish the other shapes.
These ideas can be used in any of those positions. Just take a note that in functional harmony, when we discussed
those avoid notes, some of those pentatonic areas would have them. For example, if the chord is C major, you'll be
OK with an A minor pentatonic. E minor would work well because it has the notes E G A B and D. On the other
hand, D minor wouldn't work well because it contains an F. D F G A and C. In Allan’s music, or music like it, it
probably won’t make much of a difference.
3 Note Per String Unison Pattern

One thing that Allan does is to use 3 note per string pentatonic lines, with a unison note. I feel that when he does
this, it’s usually based around the root 5 pentatonic shape. So, if he wants to play D minor, he could do something
like this, with a unison note. This concept can be applied to any of the 3 note pentatonic phrases.
This example, you could also see it being transposed up a whole step and back. So, this D minor phrase shifts to E
minor. That would fit right into the key of C, so you can tell he was thinking Dorian there.
148
MSM Schmidt - Trance
Derek Sherinian – One Way or the Other
149
150
B E Strings Pentatonic Unison Pattern
By far the most common version of this, is the unison note being on the B string. With this you can get some
interesting phrasing and use it somewhere in your line.
Nuages
Hard Hat Area
151
None Too Soon
Tokyo Dream 92
152
Ruhkukah
153
Gorky Park – Don’t Make Me Stay
154
Because of his large hands, Allan doesn’t use his first and third fingers, but rather his first, second and fourth fingers,
which might make it easier to play these lines instead of using the weaker third and fourth fingers.
Pentatonic String Skipping
I think the most interesting way Allan employs the Pentatonic scale, is within this shape with string skipping. With
this, you're not playing every note of the scale. You're omitting a couple of notes, but again, you get some sort of
symmetry with some large interval leaps.
155
Also note, because of the way the guitar is tuned, you can also play this shape with the root on the low E string,
even though I think I've only seen Allan do that once. Most of the time it’s done on the A string.
Postlude
Wardenclyffe Tower
156
Norwegian Wood
City Nights
MVP – The Fall
157
MVP – Ana Maria
158
MVP – Ana Maria
159
Derek Sherinian – One Way or the Other
160
161
Perfect Fourths String Skipping
Even from here, you can omit the middle note and get this string skipping in 4ths. This can be like the other phrase,
but I think it’s easier to understand coming from the previous scale pattern.
Earth
How Deep is the Ocean?
162
163
The Lick with Pentatonic Intro

Allan would commonly use that 3 note per string, string skipping pentatonic idea, and merge it with “The Lick”.
This way of playing this lick can also be used in the Lydian shape as well.
Norwegian Wood
164
Sand
Level 42 – Guaranteed
165
166
167
MELODIC MINOR
Now we're onto Melodic Minor. Allan’s symbol is X with a circle around it. There’s an interesting reason that
Yoshinori Seki discovered, which I’ll get to in a later section (see page 257).
Surprisingly, there aren’t many positions Allan used with this scale. Almost all the lines that I transcribed can be
attested to these two shapes, with the root on the E or A string.
Melodic Minor Low E Root Position & Symmetrical String Skipping

The main scale shape I think Allan sees is like this. Remember again to extend this scale a bit further forward, to
allow for some interesting phrasing. For the extended shape, again, notice the unison G note.
It seems for Allan, he really enjoyed using a lot of string skipping and large interval leaps in Melodic Minor. There’s
some symmetrical string skipping that you can find here for both shapes.
168
Questions
The Things You See
The Un Merry Go Round
169
None Too Soon
Curves
House of Mirrors
170
Distance vs Desire
San Onofre
Tullio
171
Zarabeth
Texas
172
Michelle (The Beatles Cover)
MVP – Ana Maria
173
Anders Johansson, Jens Johansson and Allan Holdsworth – On the Fritz
174
Riptyde – Time Off Tannu Tuva
175
Corrado Rustici – Tantrum to Blind
176
Melodic Minor A String Root Position

This is what the scale shape would be with the root on the A string, also with some optional notes. Again, notice
the unison D note on the B and G string. Sometimes I notice Allan would play the b6 as a chromatic passing tone,
but only with this shape.
Distance vs Desire
Clown
177
Texas
Allan Holdsworth and Gordon Beck – The Things You See
178
Melodic Minor A String Root Position (Cm Shape)
For the next examples, this is the only shape that makes sense to me. I think of this one as a Cm shape, because the
scale contains a comfortable Cm arpeggio. Even if Allan didn’t use this one a lot, I think it’s a good one to know.
It’s a Melodic Minor scale with the root in the A string, but starting with the pinky instead of the index finger.
Distance vs Desire
179
Whole Step String Skipping
The most interesting idea that Allan uses with some frequency is this whole step string skipping idea on the E D
and high e string. This whole step idea is the same that we saw in the Mixolydian shape, but the interesting part is
you can also use this idea a whole step down. With this you can get some very wide interval lines and interesting
phrasing.
This pattern is usually played with two whole steps, but a couple of times with a whole step and a major 3rd.
Remember this idea, as I'll talk about this later in respect to the way Allan’s symbol for Melodic Minor (see page
259).
180
Distance vs Desire
San Marcos
181
Pud Wud
182
Miscellaneous Melodic Minor Lines & “Skippy” Lick

Here are just a few interesting Melodic Minor lines that don't fit the previous patterns. I thought this line from
“Skippy” was pretty unique, as I never saw Allan play this position before or after. The scale shown here is part of
C Melodic Minor, but also can be used in the D Phrygian shape, since it is missing a B or Bb.
San Marcos
183
184
Melodic Minor vs Diminished Pattern
As with the “Skippy” lick, now we're going to get into some areas where the ideas can be used in multiple scales.
Just as an example, if you look at this phrase, it can also look like part of the Diminished scale. They both contain
6 of the same notes, but in this instance, Melodic Minor has a G, and the Diminished scale, uses F# and G#. Of
course, if I play a line where I leave this out, it can be a bit ambiguous what your intent would be. In this instance,
the chord or the harmony behind the line can give it away, but not just the notes in the line.
How Deep is The Ocean?
And with that, we'll lead right into the Diminished scale.
185
DIMINISHED SCALE
First off, even though I call this position the Diminished scale, it’s technically not. The Diminished scale is a
symmetrical scale, built on a whole step and a half step. After expanding it, you also end up getting 2 fully
diminished 7th chords, a whole step apart. Since it’s symmetrical, you only get two positions. The first one starts
with a whole step and the other one with a half step. Allan thinks of it starting with a half step, and his symbol for
it is two little circles together. The reason he thinks of it with a half step is because he thinks of it against a 7b9
chord, which is what he says in his REH video.
“The actual name for it is usually a half step away from the name that I use because I always
think of this scale as being related to an altered dominant chord. For example, if I play this
scale, which is essentially these notes […], it’s actually a G# diminished chord, but I think of
it more being like a G7b9 chord. That’s why I use that name. Again, like I said, the name
might be a little confusing, but the scale is good. It works.”
REH Video, 1992
Interestingly, his book “Just for the Curious” alters Allan’s definition and calls it a G# Diminished scale. It’s the
same collection of notes, but notice how they interpret it with the correct name. Because of its symmetrical nature,
phrases can be repeated in minor 3rds, b5’s and major 6’s, including scales.
Diminished Scale Position

This is one of the ways I think Allan views this scale. I filled in the notes on the D to e string because that’s where
he plays most of his different patterns and phrases. I included the other notes but from here on I’ll just continue
with the notes on the D to e string.
186
Again, these can be moved in minor 3rds up and down the neck. And here you can see all 4 positions overlap before
it gets back to the original pattern. Since it’s fully symmetrical, there is no defined root. In this example, you can
see the scale starting on A, C, Eb and Gb or F#, and back to A. I should also mention pitches are hard to name
because you have an 8 note scale, and the reason we have sharps and flats is that each note is represented once.
Ruhkukah
187
San Marcos
Tokyo Dream
Allan Holdsworth and Gordon Beck – She’s Lookin’, I’m Cookin’
188
189
Anders Johansson, Jens Johansson and Allan Holdsworth – Beef Cherokee
Opening Diminished Pattern

One common theme Allan employs in this shape, is this little phrase on the D and G string to start a bigger phrase.
It’s almost like a pentatonic motif, or variations of those notes.
Home
190
Looking Glass
Ruhkukah
The Dominant Plague
191
Nuages
MVP – The Fall
192
Phrygian Dominant Phrase
Within this scale, you can also use a few different finger patterns. One of them is this sort of Phrygian Dominant
phrase. A major 3rd with a b9. It can be played on the G and e string, or the D and B string, and up and down in
minor 3rds.
Isotope
193
Minor/Major 3rd Phrase

You can also use this type of shape, a major 3rd with a #9, or minor 3rd, and all the symmetry that goes with that.
Funnels
194
Against the Clock
Isotope
Eidolon
195
196
Phrygian Dominant/Whole Step-Minor 3rd Pattern
This pattern might be a little tough to see, but it’s built from previous ideas. Here, Allan uses that Phrygian Dominant
shape, along with this type of shape, a whole step and a minor 3rd. He would use different fingering patterns with
this but would use this moving up or down the neck in minor 3rds. Again, this can be used on the G and e string, as
well as the D and B string.
197
Ruhkukah
Secrets
198
Secrets (cont.)
The Drums Were Yellow
Tokyo Dream 92
199
Gongzilla – Gongzilla
200
Derek Sherinian – Day of the Dead (cont.)
Wide Interval Diminished String Skipping

With these different 3 note per string patterns, instead of playing it straight up or down, another thing Allan would
often do is to alternate the notes between different strings. This is more evident on any physical pattern that’s
symmetrical between 2 strings.
201
5 to 10
Nuages
202
203
Derek Sherinian – Day of The Dead
Diminished Pillars Pattern

This symmetrical pattern is another way Allan would use the Diminished scale. If you repeat the small Diminished
scale shape, you can see that every minor 3rd, you have this little note pillar from the D to high e string. These
pillars build a minor 7 arpeggio (Bm7, Dm7, Fm7 to G#m7). With this, you can get a little diminished arpeggio to
play across these 4 strings that you can play in groups of 3 notes per string. As you move to the next string, you’ll
notice the next tone’s pitch goes down. I first was aware of this from Shawn Lane using this for outside playing, by
taking this shape and moving it around to different areas of the neck.
204
Allan would sometimes do that for a little when playing outside, but more often used for playing straight diminished
lines. Again, it’s just a way of viewing the neck as these notes don’t have to be played in order. You can play any
sort of finger pattern with this shape. Notice how the last note on each string again is higher in pitch than the first
note on the next string. Even though I haven’t seen Allan play a pattern like this, I thought it would be good to see
because it’s just another way of viewing the neck and making your own patterns.
Looking Glass
205
Mr. Berwell
Home
Checking Out
Isotope
206
Nuages
207
Allan Holdsworth and Gordon Beck – Diminished Responsibility
MVP – The Fall
208
Anders Johansson, Jens Johansson and Allan Holdsworth – Beef Cherokee
209
Andrea Marcelli – Lights
210
Extended Diminished Pillar Pattern
Here is yet another extension of this 3 note per string diminished idea. Allan didn't do this often on record, although
I think I’ve seen it live a couple of times. Here you’re stretching even further, to get an even more intervallic odd
phrase by skipping the second pillar and adding a fourth one. Because of this stretch, this can only really be played
very high up on the neck. If you can’t stretch that much, you can always tap it.
211
Chad Wackerman – Quiet Life
Diminished 7b9 Arpeggio

This is something I’ve also seen a few times. Allan plays a 7b9 arpeggio, but it’s just playing a half step on the D
string, and then a full diminished 7th arpeggio, usually with a stretch on the e string. You can even think of this
shape as the diminished version of “The Lick” seen on page 26.
What makes this shape tricky to categorize is that it can be part of quite a few different scales. Not only can you
find this B7b9 arpeggio part of B Diminished, but also E Harmonic Minor, G add b6 and E add b6 as well as G
Harmonic Major and E Harmonic Major. Anyway, I included it as part of the Diminished scale because it’s how
Allan thinks of 7b9’s.
212
Possible Scale Choices:
- B / D / F Ab Diminished
- E Harmonic Minor
- E / G add b6
- E / G Harmonic Major
Distance vs Desire
Texas
0274
213
Clown
214
House of Mirrors Lick

These examples are kind of hard to describe. They all have this kind of 1st finger barring within the smaller
Diminished scale line. The first time I saw this was in “House of Mirrors”, so I call this the “House of Mirrors” line.
All these examples are similar but aren't the same exact pattern as in some of the other patterns we've seen. It’s
more of a concept. I’ve seen Allan use it in larger lines.
215
House of Mirrors
Looking Glass
216
MVP – The Fall
217
Miscellaneous Diminished Lines
Finally, here are some interesting Diminished scale lines. A couple of these, I can't say if Allan was specifically
thinking of the Diminished scale, or just a hand pattern in b5’s but these shapes do fit within the Diminished scale.
Tokyo Dream 92
5 to 10
218
ADD b6 SCALE
This is the first of the 4 jazz scales Allan talks about in his REH video. This is the one that gets used the most.
Sometimes it’s difficult to tell if Allan is using a more common scale with added chromaticism, or passing tones,
but this scale is the only one that appears on his handwritten charts so far. The symbol for it is a lowercase gamma
(ɤ). The other name for this scale is a Diminished 6 scale, as per Barry Harris. What is interesting about this scale
is that since it’s an 8 note scale, if you take every other note, you only get an inversion of a C6 chord, or a Ddim7
chord. If you start from E, you get an inversion of the C6 chord, and if you start from F, you get Fdim7, and so on.
That’s where Barry’s name comes from.
C D E F G Ab A B C = C E G A = C6
C D E F G Ab A B C = D F Ab B = Ddim7
E G A C = C6/E
F Ab B D = Fdim7 (Ddim7)
The other 3 scales are Melodic Minor with an added b6, which I mentioned before. The symbol for that being the
Melodic Minor symbol and gamma. Also, the Mixolydian with an added maj7, aka the Bebop scale, whose symbol
is a 7 gamma. Finally, Dorian with an added #7. It can be thought as a combination of Dorian and Melodic Minor.
The symbol for that being x gamma.
Melodic Minor add b6: ɤ
Mixolydian add #7 (Bebop): 7ɤ
Dorian add #7: Xɤ
Ionian add b6 Position

Most often, this scale as used as an alternate scale. There are few tunes in which Allan may play this scale
specifically. More on that later.
As far as how Allan sees this across the neck, there really aren’t many patterns. You can use the patterns I showed
before and add the b6 note. But for Allan, the shape used the most by far, is the Ionian position. Interestingly,
another way of thinking of this scale is as Dorian with an added b5, which could for some be easier to understand,
since the b5 is very common to play within minor scales.
This scale gives itself away very easily because notice yet again, the physical symmetry on the D G and B string.
All played on the 9th, 10th, and 12th frets. I also included some of the other extensions you can use to help view
the fretboard better.
219
Questions
Tokyo Dream 92
220
Curves
San Onofre
221
None Too Soon
222
Wardenclyffe Tower
223
Corrado Rustici – Tantrum to Blind (cont.)
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225
226
K2 – Infinite Voyage (cont.)
Planet X – The Thinking Stone
UK – In the Dead of Night
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Aeolian add Maj7 Position
The other most common way I’ve noticed Allan use this scale, is in the Aeolian position. You can think of it as
Aeolian with an added maj7. I want to add that most of the time when this shape is used, it’s only on the top 4
strings. I added the rest of the notes for completion.
What makes this shape a little difficult to interpret is the way Allan plays it, similar to the way he plays the 3rd
Messiaen mode on the high e and B string. He shows how to play that scale on the REH video. On the B string, you
slide down a half step and you are again on the Aeolian position.
228
Nuages
City Nights
Pud Wud
229
The Un Merry Go Round (Part 5)
Lydian add b3 Position

This position I'm not 100% certain on, but I think Allan is thinking of this scale in the Lydian position. It can make
sense because that Lydian position is a good shape to think of when thinking of the major scale with its root on the
A string.
230
This is the only example I think I found that fits this shape and there’s a little bit of chromaticism in it, but I think
for this tune, “Tantrum to Blind”, it fits because there are a lot of add b6 lines in it.
Ionian Scale with add b6 as a Passing Tone

Here are some examples of Allan using the b6 as a passing tone, instead of the actual scale. He’s not playing the b6
multiple times. Perhaps it’s just a win-win situation of left-hand comfort when playing fast on the D, G and B strings,
and harmonic interest.
231
232
Soft Works – Willie’s Knee (cont.)
233
Phrygian add Maj 3rd Position

The only tune I want to guess that has the add b6 as the main scale, and not an alternate choice, would be “Home”.
There are a few chords and sections where the add b6 scale would work the best. This line is a bit unique as it
doesn't follow the other positions. It’s more like a Phrygian shape with the major 3rd. This solo is the only one I
found that uses this position. I would also like to point out that I think this pattern may have been the basis for one
of Allan’s outside shapes. See “Major Triad Arpeggio Shape” on page 293.
Home
234
Add b6 / Melodic Minor Combination
The reason why this scale is used as an alternate is that some chords derived from it can be found in other scales.
Here’s an example. In the key of C major, the b6 were adding is an Ab, or G#. Now, the III chord of the key can
be E minor or E major. Now, if I play E major with a C in the bass, I get a Cmaj7#5 chord, which also belongs to
A Melodic Minor. So, if Allan plays this chord, you have two scale choices to choose from.
C D E F G G# A B C
E G B = Em
E G# B = E
C E G# B = Cmaj7#5
A Melodic Minor = A B C D E F G#
You may have seen this in the previous examples for Home, where there’s a section of that looks like A major add
b6, blended with F# Melodic Minor. You can also see this in “The Sixteen Men of Tain” chart. Here you can see
the exact relationship I'm talking about.
And in this example from that solo, the chord is a D/Bb in the bass, aka Bbmaj7#5. The chart reads G Melodic
Minor or Bb add b6. This is the line Allan plays, which is a combination of both shapes. The difference being Eb
belongs to Bb add b6 and the E with G Melodic Minor.
G Melodic Minor = G A Bb C D E F#
Bb add b6 = Bb C D Eb F F# G A
235
Home
Before we get into some of the other scales, I want to talk more about the different scales, similar to the add b6
scale.
236
ADD b6 / HARMONIC MAJOR / HARMONIC
MINOR SIMILARITIES
If you haven't noticed, the other important scales that I haven't mentioned yet that are in Allan’s REH video are
Harmonic Minor and Harmonic Major. The reason why is because they can be seen as a 7 note subset of the major
add b6 scale, which is an 8 note scale.
This is the pic I used for my Allan’s Chord and Scales Symbols video. If you can see, it’s 4 columns. In the middle
you can see this row of A Melodic Minor b6, C major add b6, Dx + 4 and F Melodic Minor + 4. Or in our terms, A
Melodic Minor b6 is A Harmonic Minor, C major add b6, D Dorian #4 and F Lydian Minor, aka Lydian Diminished
or Lydian b3.
A Melodic Minor b6 = A Harmonic Minor

C add b6 = C add b6
Dx +4 = D Dorian #4
F Melodic Minor = F Lydian Minor (4th position of C Harmonic Major)
An interesting note is that Allan has A Harmonic Minor and Dorian #4 are part of the same larger scale, which is
surprising because he doesn't think of modes like that.
237
A Harmonic Minor = A B C D E F G#
D Dorian #4 = D E F G# A B C
If we group them together, we get:
A Harmonic Minor
C add b6
F Lydian Minor
238
From there if we give them all the same root, we have C Ionian b6, C Ionian add b6, and C Ionian #5.
C add b6 F Lydian Minor = C Ionian b6 A Harmonic Minor = C Ionian #5

C D E F G G# A B C D E F G Ab B C D E F G# A B
Since Harmonic Minor and Harmonic Major are subsets of add b6, I think of these scales grouped together, and you
can also see that on Allan’s charts. I haven’t seen one of Allans charts use Dorian #4 or Harmonic Major by itself,
but I know there are a few chords where Allan explicitly uses Harmonic Minor. The tune “Wardenclyffe Tower”
comes to mind. I'm positive if those charts were found, you would see them. Still, Harmonic Minor and Major don't
seem to be used often.
In order to get a really clear idea where all 4 of those scales could have been used, I had to go through every tune
Allan wrote and see if I can find a chord that would fit. I had already transcribed everything so instead of looking
at all those pages, it was easier to reverse engineer the chord and timestamp, and then see what I transcribed and
analyze it. I did that mostly to recognize Harmonic Major as that’s the scale I knew the least. You can see all the
work and analyzing I did in Appendix B (pages 427-433).
239
If we're in C, the most used chord for this scale group is an E Major triad with a C and F in the bass. Sometimes
Allan plays it as an E/C or Cmaj7#5 with the bass playing the F. You can see that in Allan’s chart for “Alphrazallan”,
and on the tunes “Tullio” and “Downside Up”.
E / C / F = Cmaj7#5/F = Fmin/maj7#11
Alphrazallan Chart: F# triad with a D and G in the bass = Gmin/maj7#11
You also can see it as an E7b9, or even an E/F bass as well as any E with a b9.
E7b9 = E G# B D F
E/F = F B E G# = Fmin/maj7#11 or Eaddb9
E+F = E G# B + F A C
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HARMONIC MINOR
Since this scale isn't used that often, and its similarity to the add b6 scale, it was a bit challenging to find clear-cut
finger positions Allan would’ve used. It boils down to the position that starts on the E string, and another one that
starts on the A string.
Harmonic Minor Position 1 (Root E String)

The primary pattern seems to be with the root on the low E string and looks like this. Since all my charts have been
in C, I decided to write it out as A Harmonic Minor for its relation to C major add b6. I also added in the other note
extensions that Allan would often go between.
Wardenclyffe Tower
241
Downside Up
Level 42 – Seven Years
A Harmonic Minor/Melodic Minor Pattern

This phrase here could either be played in Melodic Minor or Harmonic Minor. Remember both scales are the same,
but Melodic Minor has a natural 6 (F# in the example below), and Harmonic Minor has a b6 (F). So, this shape
excludes that note. I included it here as the lines from “Wardenclyffe Tower” have a Harmonic Minor tonality
behind it.
Countdown
242
Wardenclyffe Tower
A Harmonic Minor Position 2 (Root A String)

Here's A Harmonic Minor with the root on the A string. This shape is also very common, as most people think of it
as E Phrygian Dominant.
Against the Clock
243
Tokyo Dream 92
Secrets
D Dorian #4 Scale Position

Allan uses Dorian #4, which is a mode of Harmonic Minor. I'm still going to relate it to A Harmonic Minor, so the
scale will be written in D, hence D Dorian #4. It’s a very comfortable shape, and you can see how easy it would be
to blend it with the add b6 scale.
Sphere of Innocence
244
Tullio
Zarabeth
Questions
245
HARMONIC MAJOR
In his REH video, Allan says he likes this scale quite a lot. But honestly, I haven't found a lot of examples of him
using it. Maybe he’s blending it with other scales.
Harmonic Major (F Lydian Minor) Root A String Position

With C major add b6, Allan groups the scales A Harmonic Minor and D Dorian #4, which we took care of. The
other scale is what I would consider, F Lydian Minor. In this scale, he plays the root on the A string, and that’s like
playing C major with a b6 instead of the natural 6. I’ve heard other people call it F Lydian Diminished, but to me,
it’s easier to think of as the Lydian mode, with a b3.
Since this is how Allan views it, that’s how I’m going to show it. Luckily enough, this would be like playing C
Ionian b6 with its root on the low E string. You can clearly see the relation to this scale to C add b6.
Norwegian Wood
246
Tullio
Gorky Park – Don’t Make Me Stay
247
Lydian Minor Root D String Position
The only other example I found where he uses Lydian Minor, but not in that shape, is here in this line from
“Downside Up”. It’s possible that he used this scale more in live performances with different positions. I’m just
going by what I’ve found. The part in the solo, where this line is played, happens over a chord that would fit that
group of those add b6-like scales.
Downside Up
248
MESSIAEN 3RD MODE
Now we're going to get into some more fun stuff. From this point in the video, intention is going to be an issue.
Since a lot of similar things overlap, it’s very hard to give a definite answer to what Allan was thinking.
In his REH video, this is listed as "Symmetrical", and its symbol is ooo. I'll get to what I believe those symbols
mean later in this section (page 257). This scale is called the Messiaen 3rd mode, but what I’ve been told, had Allan
never even heard of Oliver Messiaen before using this scale.
When talking to Allan’s friend Chip Flynn, he told me that Allan himself was confused why so many people were
talking about this. Since he figured out the scale mathematically years ago, the same way the composer Oliver
Messiaen did. They both found the same scale independently.
Oliver Messiaen was a composer that tried to figure out every symmetrical scale you can have in a 12 tone system
and found 10. Aside from this one, the other two common ones are the whole tone scale and diminished scale.
Which I think were already known before Messiaen included them. The issue becomes some of the scales can also
be seen as smaller subsets of the larger one. For example, in this 3rd Messiaen mode, you can find the whole tone
scale.
For convenience’s sake, I’ll be calling it the 3rd Messiaen mode. It’s possible Allan figured out and employed all
the other modes Messiaen used, but again, intent is practically impossible to be confident on. One thing that leads
me to believe he may not have used them, at least consciously, is that so far, his symbol for this scale hasn't been
seen on any chart available. Even though it seems to be he uses it often, it’s not in a diatonic way, or strictly using
the notes within the scale. I think he uses it in a different way, and we will talk about it in the Outside Playing
section. If we had more of his handwritten charts, this would make understanding his intent a lot easier.
249
Messiaen 3rd Mode Symmetrical Minor Pattern
Allan says it’s hard to name this scale because of its symmetrical nature. If you see here and how he plays it, it’s
more like a minor shape, 1 2 and b3, that repeats in major 3rds. So, this scale repeats on E and Ab.
“This particular scale, I’ve used quite a lot as a scale to modulate from one chord to another,
because it is a symmetrical scale, it has a sound that you can recognize when you kinda hear
it. I’m not sure how to go about naming what key it belongs to, but for me, I think of this one
like a C minor, E minor or Ab minor, because here you got the Ab minor, and an Ab Major
triad, a G minor and a G Major triad at the same time. As you can see, it’s a perfectly
symmetrical, so you can have fun with that one”
-REH Video, 1992
250
Messiaen C minor shape
Here are some examples of Allan just playing the scale straight up, or with some light variation of the finger pattern
he shows in the REH video, thinking of it as C minor. When he’s playing outside, it’s really hard to tell if he’s
thinking of this specifically or not, or if he’s using shapes.
Norwegian Wood
251
MVP – Bathsheba
252
The “Spokes” Lick
I call this symmetrical phrase the "Spokes" lick because that’s the tune I associate with it, although this line can
also be seen at the end of “Ruhkukah”. This is what the notes look like on the neck, but the important thing is the
actual shape of it. This finger pattern appears with other interval shapes in different phrases. The pattern on the
strings is always the same. Allan uses this finger pattern very frequently, including diminished shapes and intervallic
variations. But when used like this, it’s perfectly diatonic to the Messiaen mode. I'm not sure if this is intentional
because it seems to be used in outside playing, as we'll see later.
It's usually played with 2 notes on the B string, then a note on the e string, barred back to the B string, a hammer-
on a major 3rd away, then a note a b5 away on the G string. The cycle starts again on the next string barring the
previous fret, a major 3rd higher.
Ruhkukah
253
How Deep Is the Ocean?
MVP – Ana Maria
Chromatic Clusters String Skipping Pattern

Here’s another example how Allan uses this scale. If we view the scale differently, you can see it as 3 chromatic
notes moving in major 3rds. Allan uses this idea often with string skipping, most of the time just on the top 4 strings.
Usually, this phrase is diatonic to the Messiaen mode, but I have seen it with other types of patterns. Like the
previous example, it’s usually employed in outside playing.
254
MVP – The Fall
255
Messiaen Symmetrical Shape
The only other way I've seen Allan use this scale in a diatonic way is in this example. If you play that 3-note line
that has a minor 3rd and a major 3rd across the G, B and high e string symmetrically, it fits. Although Allan uses
this fingering so often in outside playing, it’s hard to tell again if this was intentional or not. Since it’s the only
instance of it, it could be coincidental. We'll see this shape way more often in the next section.
Countdown
256
ALLAN’S SCALE SYMBOLS
Before I get into the whole tone lines, I want to talk a bit about Allan’s symbols, and how they got their meaning.
I was watching Yoshinori Seki’s video on a solo that Allan did, and he mentioned that Allan’s symbol for the whole
tone scale was just a circle. What he said made me realize how Allan thinks of the scale.
Allans symbol for the 3rd Messiaen mode is ooo, 3 circles. If we look at the Messiaen scale, it’s built as 3 notes,
then skips a fret, then 3 notes, and so on.
257
Allan’s symbol for the Diminished scale is oo, 2 circles. Looking at the scale on one string, it’s built 2 notes, then
skips a fret.
See the pattern? So, the way that the whole tone scale is built, we can assume Allan’s symbol would just be one
circle.
258
Here's another thing that I learned from Yoshinori. We talked about Allan’s symmetrical scale symbols, and the
other ones are variations of Dorian which is X, like Dorian #4, or Melodic Minor, which is a circled X. Other scales
are variations of that, like Harmonic Major or Harmonic Minor. So, why a circled X for Melodic Minor? Well, if
we look at Dorian on one string, it looks like this. Notice the symmetry again reflected on the 16th fret.
Now if we make it Melodic Minor, we move the b7 to a 7, making it a C#. Now we see this. Notice, from F to C#,
you have 5 notes from the whole tone scale. So, Allan’s symbol seems to be like, Dorian, but with that whole tone
symmetry.
259
This makes much more sense as if you remember I was talking about the Whole Step String Skipping Pattern along
the E, D and high e string while using the Melodic Minor scale (page 180). You can almost see Allan is exploiting
more of the whole tone quality from that scale with those patterns. It’s not about harmonic content, but almost visual,
how the scale looks on the neck and those patterns, and how you exploit those patterns to make melodies out of
them.
I’d also like to mention on a couple of Allan’s charts, there’s a symbol with an x and o either next to it or on top of
it. I found it in “Bo Peep” and “Lanyard Loop” charts. In both instances, the chord is some sort of minor chord with
a natural 6, but with no 7th. I think this xo on the scale, means Dorian and/or Melodic Minor. Possibly both scales
combined. The chord usually associated with it is some sort of minor 6/9 chord.
There’s a meaning behind some of those symbols. I don’t understand why he used the lowercase gamma for the add
b6 though. Seeing how it’s used with the other scales, it’s hard to find a logical answer. It almost just means, this
type of scale with an added note, but the added note isn't the same everywhere.
260
WHOLE TONE
Whole Tone Scale Shape
The whole tone scale can be found within the 3rd Messiaen mode. You can see how they fit together here. It’s
possible that Allan thinks of this scale independently, and not as part of the Messiaen mode. We may never know.
I think we're all familiar with how the whole tone scale works. It’s a 6 note symmetrical scale built on whole steps,
or two augmented triads a whole step apart. There’s a lot of fun symmetry along the neck, which of course Allan
uses to the fullest. Since it’s symmetrical, there is no real root for this scale. A C whole tone scale has the same
notes as D, E, F# and G# whole tone.
Where Is One?
House of Mirrors
261
House of Mirrors
Ruhkukah
San Marcos
262
Very Early
263
Anders Johansson, Jens Johansson and Allan Holsworth – On The Fritz
264
AUGMENTED
Augmented Scale Position
Finally, the other scale that can be found in the Messiaen mode is the Augmented scale, which is different from
whole tone. It’s built from 2 augmented triads, but now a half step apart. You can think of this scale as having 2
different positions and repeating itself in major 3rds.
The only time I found use of this pattern that fits this scale is the infamous line in “Devil Take the Hindmost”.
Again, it’s hard to tell if he's thinking of this pattern, or the Messiaen mode with that finger pattern, or just using
that Phrygian Dominant-like line in major 3rds. When playing outside, he uses that shape chromatically, but not as
often as the other one I mentioned with the minor 3rd and major 3rd.
265
Devil Take The Hindmost (cont.)
266
OUTSIDE PLAYING
Here's one of the most interesting and fascinating aspects of Allan’s playing: his ability to play outside. In short,
playing outside means playing notes that aren’t in a specific key. Before showing any more phrases and concepts,
I need to talk about this further, because it was from these lines that to me, really helped my own confidence and
understanding about improvisation.
When Allan is playing outside, I believe he's not thinking of any particular scale diatonically, but playing patterns
and shapes, most likely inspired by scales, to create tension, only to be resolved to something consonant afterwards.
Really, you’re only thinking in general terms with harmony, dissonant and consonant. This may sound ridiculous,
but I feel once you see some of these examples and where they would be used, you might understand it more clearly.
I feel thinking in broader terms makes it much easier to do for the player. Remember when my friend Dave said I
was thinking too much? This is exactly what he was talking about. To me, the notes you play aren’t as important as
when you play them. Therefore, intent is very difficult to define. It’s possible that Allan was thinking with lots of
different scales, or maybe the patterns he came up with came from scales and he just used them freely. We may
never know. And truthfully, who cares? It doesn’t matter how you think of it, as long as you can get comfortable
employing these ideas.
I did find this interesting quote from Neville Marten about Allan after he passed. Neville worked with SynthAxe,
and did their demo video. He was also an editor for Guitar Techniques magazine.
"Our conversation then turned to music. I asked him how it was that he could make any note
from the chromatic scale sound ‘right’, whereas if I were to play the same thing it would be
seen as ‘wrong’. He told me it was all about conviction and went on to give a rare insight to
the working of his musical mind. He said if we took the C major scale, every note could be the
starting point of another scale – although not once did he mention the word ‘mode’ – and that
every note in those scales can be yet another starting place. In that way, he insisted, every
note in the chromatic scale would somehow be related to C major. The rest is down to the
conviction of the player concerned.”
-Neville Marten
I feel this is spot on. I think what Allan is trying to say is when you're employing these ideas, they must be played
deliberately and with confidence. For me, the best way to do this is thinking in general terms. Not so much about
the notes, but instead creating chaos and tension where you want to, because you know how you're going to resolve
afterwards. I also think this supports my idea of Allan seeing every note with equal value, and how every note can
work with any chord, it’s just how you use it. In simple terms, playing more consonant notes with some peppering
of dissonant ones.
I believe with this approach, it’s much easier to understand how Allan plays outside, not so much because of the
details of the notes at that moment, but where he's going to. I must reiterate again; intent is impossible to figure out.
If you feel knowing different scales helps in creating that tension, who's to say it’s wrong?
267
So, where would one apply this tension? In transcribing Allan’s tunes, including the solo harmony, I started to find
some patterns where this kind of playing would be used. There are 3 major concepts where this kind of outside, or
free playing would be used. One of these types can be found in almost any one of Allan’s tunes that he wrote.
The first type where you can use outside playing is simply when there is no harmony. You don’t have to make any
changes, so you can do anything. Tunes like “The Drums Were Yellow” or “All Our Yesterdays” are like this. Other
tunes like “Secrets” have these sections but are much shorter.
Tunes with sections of key-less free improv:
-Secrets
-Hard Hat Area
-All Our Yesterdays (whole solo section)
-The Drums Were Yellow (whole solo section)
-Postlude (Mostly a “Zone” like improv)
-San Onofre
-Let’s Throw Shrimp
Another concept is when there are a lot of fast, tension chords. Maybe the chords have some sort of loose connection
to a scale or key, but if the chords have a lot of tension or are flying by, you can almost do anything. “Funnels” is
the best example. Steve Hunt had asked what Allan what was going on that part and Allan said “kinda (sic)
diminished”. That’s a loose framework of its harmony, but since there’s so much tension in the chords themselves,
practically anything will work. You can use interesting and free patterns, as long as you know when to resolve when
it’s over. There aren’t many examples of tunes with these chord progressions.
Tunes with high tension changes:
-Where is One?
-Non Brewed Condiment
-Funnels
-Spokes
-Against The Clock
-Rukuhkah
Finally, you can see this when there’s a large section of just one basic chord or very loose framework for tonality.
For example, “Devil Take the Hindmost”, where most of the solo is loosely based around G minor, until Allan cues
the band to start the section for him to make the changes. “The Sixteen Men of Tain” is another good example.
During the sections between the chord per measure changes, there are about 16 bars of seemingly free improvisation.
But in this case, we have Allan's handwritten chart, and you can see that in those sections, he has some sort of tonal
center. For that tune, it’s Db Melodic Minor, Ax (Dorian), and Fx (Dorian). Refer to page 10 for a picture of this
chart. The number beside it is the order those sections are found in the solo.
This list of tunes has some section where there’s a loose framework for tonality. Also, it doesn't just have to be
minor or major. “Letters of Marque” has that 8-bar section of Harmonic Major, that can be played with that scale,
or used just play any lines to create tension to be resolved once it reaches back to the beginning of solo section.
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Tunes with key centered free improv:
-The Things You See (Dbx) -Pud Wud (Ax)
-Shallow Sea (F#x/G#x/Gx) -54 Duncan Terrace (Abx/Ax)
-White Line (Ab) -Spokes (Bb)
-Letters of Marque (B Harm Maj) -Peril Premonition (Cx)
-Was There? (Dx) -5 to 10 (E/Eb/D)
-Road Games (Dx) -Low Levels, High Stakes (Bx/C# Phrygian tonality)
-Devil Take The Hindmost (Gx) -0274 (Gx)
-Looking Glass (Ex) -The Sixteen Men of Tain (Db Melodic
-The Dominant Plague (Fx) Minor/Ax/Fx)
-Mr. Berwell (C#x)
This doesn't mean these are the only times you can play like that. Sometimes there’s chromaticism over a chord,
but also when transitioning to one key to the next. Instead of just making the change on a dime, you play over the
chord and right before you make the change, you can play some sort of pattern or scale that kind of stumbles into
the next change. If you’re playing in A Dorian and the next scale you want to play is C Dorian, you can play
diatonically and right before you do the change you can play outside and create some tension, and then stumble in
C Dorian. This is how I think he sees the Messiaen mode. Rather than using it diatonically, he uses it as a pivot
from one scale or position of the key that he’s into another.
From this point, I can't give any more scale diagrams, because a lot of the shapes are some sort of logical fingerboard
pattern that make sense on a guitar fretboard. In fact, you can see a lot of lines will end up being combinations of
these different concepts.
The Staircase Pattern

This first idea I call the "Staircase" pattern. This is because I saw something like this first from Shawn Lane’s video.
“This has a strange sound because you’re moving up the neck, but the pitch usually isn’t
going up, the pitch is either staying the same or going down.”
-Shawn Lane, Power Licks Video, 1995
When Allan does it, it’s usually based on a minor shape, but not always. This is why teaching these lines is so hard,
because there’s no exact pattern. The finger movements that you make from fret to fret and string to string are
similar, but the notes that are used and the distance between the notes can be different every time.
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The pattern is very similar to the 4 note descending pattern, but instead of 3 groups of 4 notes, it’s 2 groups of 4
notes moving up a fret, then you barre the e string and get to the B string and repeat. Often when Allan does this,
it’s only for the top few strings and not the whole neck. Sometimes transitioning from one key to the next with this
idea.
This is one of the most common phrases Allan uses when playing outside. Once you pick up on this, you'll start to
hear it and even see it often.
Clown
Countdown
270
Clown (cont.)
San Onofre
271
The Un Merry Go Round Pt 5
Norwegian Wood
Questions
Pud Wud
272
Downside Up
Soft Works – Madame Vintage
273
Chad Wackerman – Forty Reasons
Funnels (REH Video)
Pentatonic Staircase Pattern

The most common variation of this staircase line is using a minor pentatonic shape.
274
Hard Hat Area
Isotope
Wardenclyffe Tower
Clown
275
City Nights
San Marcos
276
277
Level 42 – A Kinder Eye
278
The Deliverance/Forward Staircase Pattern
This pattern is kind of the opposite of the staircase pattern but with the same movement. Instead of a descending 4
note pattern, this one is more like the 'deliverance' pattern.
But, with that the concept is still similar. Usually starts with 3 groups of 3 notes, all while moving forward a half
step for every group. Then when on the next string, it seems to just use the last 2 groups that alternate between
strings. The note on the next string is usually a hammer-on from nowhere. The single note on the e string is struck
with an upstroke, and the next note on the B string too. From there it alternates between those last 2 groups of three.
With this shape, Allan will often just extend his fingers for a wide stretch while moving forward, allowing for really
unusual interval jumps. Sometimes he may begin with a Phrygian shape, then a whole tone shape, then with a
diminished shape on the left hand. Just like before, the string pattern is the same, but the actual left-hand pattern
changes.
It was with these 2 kinds of shapes I started to notice a finger pattern, but with no tonal center. These shapes didn't
belong to any key but there was a pattern there, showing that the notes weren't important so much. I'll get back to
this with more examples when we get to the section on tunings, especially in 5ths.
Pud Wud
279
Zarabeth
Inner Urge
280
Peril Premonition
281
MVP – Rocks
Jon St. James – Rainy Taxi
282
Jon St. James – Rainy Taxi (cont.)
283
b5 Ascending Pattern
Another popular concept Allan used was playing patterns in b5’s, and moving down a string and over a fret.
This wouldn't be limited to just 2 or 3 notes per string, but sometimes 2 notes on 2 strings, or 3 notes on 2 strings,
even with string skipping.
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I think he took this idea from Slonimsky's "Thesaurus of Scales and Melodic Patterns" book. The book is built from
mathematical permutations for melodies. In it, the first chapter talks about taking the chromatic scale on C, and
splitting it in half, from C to F#, then playing 2 notes evenly across both sections, so C, C# and F, G#, then C D, F#
G#, etc. This included 2, 3, 4 notes on and on.
I don't think Allan really took anything straight from the book, but more like the idea. Sometimes when we see
these patterns, they don’t fit diatonically, or in b5 consistently. They just move down and over a fret, but once you
get to the G and B string, that’s a 4th. To have a b5 you'd have to move over yet another fret. So, sometimes you
see those patterns more symmetrical for the guitar neck, rather than pitch wise.
I’m also saying this because again, when talking to Chip Flynn, he mentioned that Allan did use the book for a few
years in the late 60s, early 70s. I believe and never used it again. So, I think he got some ideas from it, made them
his own and used them in his own improvisations.
Letters of Marque
285
Letters Of Marque (cont.)
Where Is One?
286
The Sixteen Men of Tain (cont.)
287
Major 7 Arpeggios in b5’s
The most common of these patterns in b5 I would see Allan do was this maj7 pattern. In C major, you start on B C
E G and pull-off to E, you play F with your second finger and slide up a half step. That way, you end up on a major
7th a b5 higher, which is F#maj7.
This is another one that has a lot of examples but for one reason or another I couldn't use many more, but it will
pop up later inside other lines.
Looking Glass
7sus4 Arpeggios in b5
This is another one Allan used a bit but only really later in his playing career. If you want to think of it as an arpeggio,
it’s a 7sus4 arpeggio, starting on the b7. But as a shape, it’s a whole step on one string, and a perfect 4th on the
other string and then doing that in b5. It only seems to be used for 2 or 3 groups before morphing into other patterns.
288
Texas
Countdown
289
Postlude
Soft Works – First Trane
290
Triads in b5
Another b5 concept Allan would use for tension is playing these triads. They're all in 3rd inversion, so the 5th is the
lowest note, then you bar the root and hammer-on the third. This is very similar to that Phrygian concept. Allan
would play this not only in a minor tonality, but major and suspended as well. It's most likely every note of this
pattern is picked, but for clarity, the hammer-ons are added to show the 3 note pattern as it moves up the neck.
Notice in these examples, although they’re almost physically symmetrical, they are pitch wise symmetrical. Allan
doesn't bar on the G and B string and consistently plays a 4th interval between the two, as he does the others.
Peril Premonition
291
Peril Premonition (cont.)
292
Major Triad Arpeggio Shape

This physical idea was very common in Allan’s playing in the early 80s. I think of it as this major arpeggio, but it’s
moved to other groups of strings. The most obvious example of this is the intro to "Road Games", where this is used
in half steps downward. Allan would use this phrase moving down the strings, down the neck, up the strings, you
name it.
The main concept is a pulled off note on the high e string. A 4th, 3rd or min 3rd, then this major triad phrase, pulling
off a half step down on the G string, then moving downwards and repeating the process on the B string. Depending
on the strings involved, the major triad shape can also be an augmented or minor shape.
Road Games
293
Letters of Marque
Metal Fatigue
294
Phrygian Deliverance Lick

This idea is really a small phrase but does appear often in Allan’s playing, mostly in the latter part of his career.
It’s very similar to the forward staircase pattern, but it doesn't have any stretching. It’s a Phrygian minor kind of
shape, with the pair of 3 note groupings, where the 2nd grouping is moved up a half step and the last note being
played on the next string. Then the first note of the last pair is played again, and then usually a group of chromatic
notes descending.
Sometimes this line is proceeded by that little major triad shape arpeggio mentioned just before.
295
The Duplicate Man (Intro)
296
Chad Wackerman – Bent Bayou
297
Movable Whole Step Pattern
Other idea that Allan will apply is to take a finger position and move it chromatically up and down or by string
skipping. This one is built on whole steps. He doesn’t use this one that often, but we’ll see it again in the 5ths tuning
section. It’s the concept of taking a simple idea and making a pattern out of it for tension.
San Onofre
Movable Phrygian Dominant Pattern

The two more common patterns are these types of shapes that we we're introduced to in the Diminished scale idea.
This phrase is what I called a Phrygian Dominant pattern with a b9 and a major 3rd. It isn't used as often as the next
one, but again, notice how this shape is used in patterns symmetrically across the fretboard. It’s hard to say where
this position comes from, because it can be part of Harmonic Minor and Melodic Minor, or the Diminished scale.
298
San Onofre
299
Movable Major #9 Pattern

The next pattern is the one I called the major pattern with the #9. This one is used way more often. Again, this shape
could be from the Diminished scale, Harmonic Minor, Melodic Minor, add b6, etc. Here you can see though how
that shape is used again symmetrically across the neck in string skipping, moving up or down half steps. There are
even some instances where it’s used straight down the neck in perfect 4ths as if it were a scale. It’s possible that
this shape and the previous one have a bit of a diminished tonality, moving chromatically up or down at times.
How Deep Is The Ocean?
300
301
302
303
The Drums Were Yellow (cont.)
304
Soft Works – First Trane (cont.)
305
306
307
Planet X – The Thinking Stone (cont.)
308
309
Moving Dorian Sus2 Shape
You can even take some of the shapes you saw before and use them similarly. This is the only instance I found this,
but I thought it would be good to show. Here, Allan uses that sus2 pattern we saw in the Dorian section, moving up
and down chromatically.
Chad Wackerman – Edith Street
This is a summary of the 3 note per string movable shapes that Allan frequently uses:
Whole Tone Phrygian Dominant Major #9 Dorian sus2
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Wide Interval Sweeps
Getting back to that forward staircase pattern where Allan stretches his hand wide, one thing he likes to do is barre
the G B and high e string and do an upward sweep, creating an interesting stream of notes. It can be done on any
set of three strings.
Some of these wide stretch lines were very tough to transcribe because they seem to be somewhat random. It’s hard
to tell what’s a mistake and what’s deliberate, where the position shifts are because he's moving so fast, or what
fingers are being used. I can tell these are a bit random also as, in a few instances, he misses some notes. Usually
if there’s a pattern you know what you're going to play, and it comes out cleanly. I’d imagine these didn't bother
him so much because of this frenzy, chaotic sound he was going for.
Sometimes this idea has a fast position shift mixed in as well with the pinky, and often at the end has some sort of
symmetrical string skipping on the high e string.
Hard Hat Area
311
312
G and B String Barring and Wide Stretches

One of the more interesting ideas where Allan does this pattern is on the G and B string, where he's barring the two
strings with his first finger. After the 4 notes, he moves up the neck. It’s sometimes hard to see if he's moving up
per fret, or just sliding the position up the neck.
Sometimes, instead of hitting a major 3rd, by barring his finger across the same fret, his finger would curl backwards,
hitting the fret behind it on the B string, creating a minor 3rd. Also rising up the neck. I can't say if this was deliberate
or accidental, but it sure did make figuring out some lines extraordinarily difficult.
313
Isotope
Countdown
314
Countdown (cont.)
Chromatic Half Step Box Pattern

I noticed this pattern more frequently later in his career. Allan would play this little half step phrase, move to the
next string, play another half step, slide up, and play that major triad arpeggio shape again.
315
This concept is pretty common, as the next 2 phrases are in a similar vein.
Andrea Marcelli – You Have to Wait
316
Chromatic Whole Step Box Pattern
I think the next examples come from a minor pentatonic shape. They resemble a chromatic box pattern. The idea is
still the same, 2 notes on a string, move to the next string, then shift a half step up.
The overall pattern for this varies heavily, so it’s difficult to say what they all have in common aside from what I
just mentioned. Usually when descending strings, each position alternates the barre used from the 3rd finger to the
1st finger. But this concept can be used in plenty of different ways. It’s a great way to build a little tension moving
from one minor pentatonic shape to the next.
San Onofre
0274
317
0274 (cont.)
Peril Premonition
318
MVP – Rocks
MVP – New Boots
MVP – The Fall
319
320
Chromatic Minor 3rd Box Pattern
This concept is still the same as the previous, but with a minor 3rd shape. This one has a more specific pattern: 2
notes a minor 3rd apart, then moving to the next string, then position shifting up a half step. The difference is that
from here, Allan usually barres the string under it, back to the original string, moving that a half step up, pulling off
a minor 3rd, then barring the string above that one. Then sometimes, he plays a note a b5 away, pulling off a half
step, then descending chromatically on the next string. This idea was used more frequently in Allan’s later years.
This pattern appears in different ways, sometimes in the middle of a phrase, or starting the phrase. Notice how the
pattern is similar to the major 3rd with the #9 idea, but instead of fretting the note, you're shifting up to it.
0274
321
Curves
Texas
322
Texas (cont.)
323
Madame Vintage
324
Chad Wackerman – Bent Bayou (cont.)
325
Triads Moving in Major 7’s

Here is an idea that Allan has mentioned in an interview at least once. The simple idea is that it’s triads moving
down a half step harmonically but moving up an octave.
“I like to superimpose two or three different chords over the top of one chord. A very simple
example is playing a G major triad, starting on the low E string, and then an octave above
that play an F# triad and the octave above that play an F triad. So, when you play them the
actual harmony is going down, but the notes are going up. I like those kinds of things.”
It doesn't always have to be major; it can also be augmented or minor. Also, if the triads are not always the same
going down, like A major and then G# augmented. It’s possible it was a position mistake. Again, intent is impossible
to figure out. You can have variations within this approach, like only doing 2 triads instead of 3, or descending
instead of ascending.
Thanks to Joe Britton for mentioning this to me before I even started this project.
326
Devil Take the Hindmost
Isotope
5 to 10
327
Out from Under
How Deep Is The Ocean?
Texas
Zarabeth
328
Eeny Meeny
Derek Sherinian – One Way or The Other
329
Movable Chromatic Unison with Perfect 4ths

Another interesting idea but not used that often, is the use of unison notes with perfect 4ths. It’s done by playing a
perfect 4th interval, then the unison note on the next string. From there, it moves around chromatically. It can also
be played as two perfect 4ths, and maybe with that same chromatic box movement we saw previously.
Questions
330
Questions (cont.)
Whole Steps with Pinky Up a #5

Lastly, the other concept I’ve seen Allan use, but very rarely, is moving up the neck, by position shifting with your
pinky. This one is very weird to pull off fast. I only noticed it on one track and in Allan’s REH video. In fact, I
don’t think I would have noticed it at all if it wasn’t for Joe Britton’s transcription, and double-checking what he
transcribed to what Allan played.
The concept is playing a phrase like this, but instead of reaching back to the 14th fret with your pinky, moving it
up to the 15th fret, then the same thing on the bottom string, now you're on the 11th fret.
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Chad Wackerman – Tell Me (REH Video)
Combined Outside Patterns

As we close out this section, here are a bunch of lines I grouped together that I felt that showed a lot of interesting
ways all these outside patterns and concepts can be used into much larger phrases. These phrases included some of
those Messiaen shapes, most commonly that “Spokes” phrase.
Keep a lot of these ideas in mind once we get to the tuning section in a little bit.
Countdown
332
Countdown (cont.)
333
San Onofre
334
San Onofre (cont.)
Where Is One?
335
Postlude
336
Alex Masi – Cold Sun (cont.)
337
Anders Johansson, Jens Johansson and Allan Holdsworth – Good Morning, Mr. Coffee
338
339
Soft Works – Madame Vintage (cont.)
340
341
Gongzilla – Gongzilla
Chad Wackerman – On the Edge
Chad Wackerman – Days Away
342
Chad Wackerman – Days Away (cont.)
343
Chad Wackerman – Edith Street
344
Putting It All Together (Diatonic and Outside)
That’s about it for all the major concepts Allan uses. Here’s how Allan would weave these ideas together, from
playing inside a scale to some outside patterns for some tension.
345
TAPPING
I briefly want to touch on tapping, as it's something Allan used, but not very often. The only real instances of him
using tapping as an improvisational tool were on the albums Road Games and Metal Fatigue. Allan would use
tapping here and there to add notes he couldn't reach, but it was far and few between. Songs like “Sphere of
Innocence” or “House of Mirrors” all have chords where a tapped note is being added. Even in some “Zone” chordal
sections, I would see Allan hold a note with his right hand and strum with his thumb, then swelling the chord in.
An early version of “Tokyo Dream” also comes to mind.
Messiaen Mode and Whole Tone Tapping

The most well-known one is from “Road Games”. It’s the line that follows that symmetrical Messiaen scale. After
tapping and moving to a new string, instead of the first note of the new string being tapped with the picking hand,
he would hammer on from the fretting hand, then tap the note. He does that in a few of these examples. Also, here
are some symmetrical tapping using the Messiaen Mode and whole tone scale.
Road Games
346
Three Sheets to The Wind
347
Diminished Tapping
Here's some symmetrical tapping using the Diminished Scale
Tokyo Dream
Three Sheets to The Wind
348
More Symmetrical Tapping
Finally, here are a couple of other tapping ideas, again with some symmetry.
Tokyo Dream
Jon St. James – Playback
349
THE SYNTHAXE, TUNINGS, AND
SEQUENCED SOLOS
This is it, the final part. To me, this was the most interesting and eye-opening aspect of Allan’s playing.
A majority of this section is going to be about the SynthAxe, so I need to talk about what it can do. The SynthAxe
was a midi guitar that made no sound by itself. Think of a midi keyboard that isn't plugged in. That’s what the
SynthAxe was, except in a way a guitar player could use it.
When the string is pressed to the fret and makes contact, the SynthAxe knows what pitch that should be and outputs
it as midi. From there it goes into a computer or keyboard for it to actually produce sound. Because of this, the
SynthAxe can be tuned in any way, since you don't have to worry about string tensions or anything. It can even
transpose the entire tuning up or down an octave or even a half step with the push of a button. We can see on the
console here, buttons that can move the tuning instantly up or down.
This is important to know, because as you may have noticed in some of these lines, Allan uses this function a lot
while soloing on his records.
The two tunings Allan used, was tuning in 5ths and all 4ths. The guitar standard is mostly tuned in 4ths, but when
you get to the G and B string, it’s not symmetrical anymore as that distance is now a major 3rd. This was intended
for easier chord playing hundreds of years ago. The tuning for all 4ths would be EADGCF. The 5ths tuning was
developed from Allan’s playing of the violin, which is tuned GDAE. The way Allan tunes in 5ths is FCGDAe, as
the high e string being the same pitch as a standard guitar, and the low F string, being the same pitch as a bass
fretting the 1st fret on the low E string. It’s the same as 4ths tuning, but backwards.
350
With the 5ths tuning, it allows you to get real wide chords that can be impossible on the guitar. In the beginning,
Allan had a 5 string guitar tuned to 5ths and recorded a couple of solos like that. The most well-known is "In The
Mystery". Metal Fatigue came out the same year as the SynthAxe. Allan was able to ditch that 5 string guitar, and
use the SynthAxe on every record after Atavachron.
A: The only time I tuned anything in 5ths besides the violin because I liked that tuning, it’s
kind of limited with chords, it was easy to do with the SynthAxe. If I was starting to play the
guitar today, if somebody gave me a guitar, I’d tune it in straight 4ths without a doubt. Just
like a 6-string bass. Because to find the B string is a pain. It’s not necessary. There’s only a
few that go around bashing out power chords. Besides, you don’t need that anyway. So, I was
to learn today the stuff I spent so many years, trying to beat the B string. I can’t go and unbeat
it. Every voicing on every set of chords stays the same. Exactly the same.
Q: Are any of the SynthAxe tunes in fifths on the records?
A: Yes, there are. But I figured out how to play them in fourths. That was one of my projects. I
liked to figure out if I could play the same thing in fifths and fourths and most of the time you
can. With the SynthAxe’s unlimited range, some of the notes weren’t available. “Looking
Glass”, I wrote that in fifths, and “Non-Brewed Condiment” was in fifths, but you could play
it on a regular guitar.
Q: And the solos are in standard?
A: The solo on “Non-Brewed Condiment”, where I use the SynthAxe, was in fifths, because I
was trying to play a fake violin. Otherwise, on the guitar, I just use a regular tuning. As much
as I’d like to change that. I tried but failed miserably.
The first album where the SynthAxe was used was Atavachron. The tunings there were pretty straightforward. It
was either standard tuning or fifths tuning. “Non-Brewed Condiment” and “Looking Glass”, the chord sections
were all in 5ths. The solo section for “Non-Brewed Condiment” was tuned in 5ths, and the entire solo section for
“All Our Yesterdays” is as well. The chord section for that song switches between standard and 5ths. Everything
else was on a standard guitar, and “Atavachron” was on a SynthAxe in standard tuning.
Now these tunings can also be stored in a bank, and that bank can be moved up or down with this foot switch. But
when the SynthAxe came out, this pedal wasn't available, so switching tunings had to be done manually. In the
1986 Frankfurt DVD, you can see Allan playing “Non-Brewed Condiment”, which switches between 5ths tuning
and standard when he solos. You can see Allan push a couple buttons so that he can go back to 5ths tuning and
complete the song.
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Allan used the SynthAxe from early 1986 to 1990, but once it became more unreliable from all the touring, as well
as concerns about it breaking and not being able to play half the set, Allan used a double neck guitar, with one neck
tuned to 5ths, and one tuned to standard. With that, he can switch from playing the chords in 5ths, to soloing in
standard.
Then again, to make road life easier, Allan just adapted the few tunes that were in 5ths to standard. Only “Looking
Glass” and “Non-Brewed Condiment” made the cut with some modifications to the chords. The only other tune that
was in 5ths, “Sphere of Innocence”, was only played on that double neck and just dropped from the set.
Now in that interview, Allan was right about the types of tunings he used but wasn't fully honest. I'm not sure if it
was because he forgot or felt pressure from his fans to keep coming up with insane lines, but he says that in “Non-
Brewed Condiment” he played in 5ths because he was trying to emulate a violin. In my research though, I found
some line Allan played in 5ths in just about every SynthAxe solo.
What’s also interesting is, when playing live, I've never seen Allan solo, or at least make the changes tuned in 5ths.
The only time he really solos in 5ths was during the 1986 tour, for some “Zone” sections, he would play the opening
chords to “Sand”, that’s in 5ths, solo in 5ths, and then play the chords again. All unaccompanied. But live, aside
from having to switch back to play the chords or melody, he would never improvise in 5ths.
Perhaps he simply wasn't comfortable doing it live, but you'll see how many tunes have some lines in 5ths in them,
which leads me to believe some of the SynthAxe solos were improvised in different sections or in parts. Of course,
you could use the foot switch between phrases, but that makes life much harder. This will get even more obvious
at the end of this book.
352
5THS
Now let’s get down to the actual phrases. What’s cool, is if we look at the tuning FCGDAE, well that’s like 4ths
tuning but upside down, or more specifically, the top 4 strings are the bottom 4 strings on the guitar just reversed
in pitch. So, this tuning isn’t so difficult to improvise in, if you can think of the scale upside down. Compare the C
major scale in 5ths on the left, and the 'mirror' of it on the right.
5ths Tuning Standard Tuning
Positional Playing
I'm not going to get into too much of the scales, but you'll see some of the finger shape's we've seen but now applied
to 5ths, now upside down.
Ionian Position in 5ths

Maid Marion
353
Clown
Dorian Position in 5ths

Mac Man
Distance vs Desire
Mixolydian Position in 5ths

Mac Man
354
Mac Man (cont.)
The Lick in 5ths Tuning

Because of the way that the Ionian shape is constructed, you can even play “the Lick” in 5ths. Using these ideas are
ways to get more mileage from your lines. You're using the same finger pattern, but because of how the notes are
laid out, they sound different.
Maid Marion
355
54 Duncan Terrace
Other Examples in 5ths
Against The Clock
Wardenclyffe Tower
356
Sand
Maid Marion
357
Maid Marion (cont.)
Dorian Sus2 in 5ths

Sand
358
Pentatonics in 5ths
A good amount of Allan’s playing in 5ths include some Minor Pentatonic flavor, also mixed in with some normal
scalar playing. These few lines are good straight pentatonic lines.
Non-Brewed Condiment
359
Sand
Distance vs Desire
360
Wardenclyffe Tower
Pentatonic String Skipping in 5ths

Stuart Hamm – Radio Free Albemuth
Outside Patterns in 5ths

Now, check out a lot of these outside patterns in 5ths tuning. If you noticed, all we’ve seen so far are the major
scale, and the pentatonic scale. I haven’t found any of the Melodic Minor or any other scale in 5ths. That leads me
to believe that some of this outside stuff is physical shapes applied to this 5ths tuning for the same concept of
creating tension and resolution.
A few of these have some sort of 'b5' movement, but now with how the SynthAxe is tuned, it’s now in #5’s. You'll
also see more finger shapes moving up or down chromatically as well.
361
All Our Yesterdays
Mac Man
Maid Marion
362
Maid Marion (cont.)
363
Diminished in b5 in 5ths Tuning
This pattern I’ve only seen in 5ths. It’s a diminished finger pattern, but it moves down and back a fret, so this time
it’s actually moving in b5’s.
Sand
Postlude
Forward Staircase/Deliverance Diminished Pattern in 5ths

364
Backwards Staircase Pattern in 5ths
Postlude
Chromatic Staircase Pattern in 5ths

Here’s the same exact pattern, but now with a 3 note chromatic sequence. It’s similar to the Messiaen mode shape
I discussed earlier.
Mac Man
365
Chromatic Box Pattern in 5ths Tuning

The chromatic box pattern based of the Minor Pentatonic scale can also be found in 5ths.
All Our Yesterdays
Snow Moon
366
The Duplicate Man
367
Phrygian Dominant and Major 3rd/#9 Pattern in 5ths Tuning
All Our Yesterdays
368
Non-Brewed Condiment (cont.)
Secrets
369
Spokes
Distance vs Desire
Snow Moon
370
Snow Moon (cont.)
Against The Clock
371
Against The Clock (cont.)
Ales Masi – Cold Sun
Jon St. James – Fast Impressions
372
Chromatic Whole Tone Pattern in 5ths Tuning

373
All Our Yesterdays
374
Snow Moon
Major Triad Arpeggio Pattern in 5ths Tuning

375
Major Triads Up a Major 7th in 5ths Tuning

All Our Yesterdays
376
Spokes Lick in 5ths Tuning
Finally, that “Spokes” lick appears quite a bit in this tuning as well. Again, the notes here are not diatonic to the
Messiaen 3rd mode, so I think Allan just thinks of it as a shape to build tension to move elsewhere, especially since
the pattern isn't always the same, and other finger variations are used.
MVP – Ana Maria
377
Spokes from 5ths to Standard Tuning

Just to reiterate my point about Allan soloing in sections or joining a few together, here's a line from “Spokes”
where right in the middle of the line, it switches from a 5ths line to standard tuning. If you listen closely where it
crosses over, you can even hear the note kind of fade in a little. Joe Britton asked me about this line and showed me
his transcription. Going over it, I came up with the same conclusion as he did. This doesn't happen that often, but I
will touch on it again for Flat Tire.
Spokes
378
4THS
The last major tuning Allan used for improvising is 4ths. He didn't use this tuning often, and if he did, it’s hard to
tell because there’s no way to figure out if he’s playing a scale or not.
Every time that I found these 4ths lines being used are really for outside playing. If he’s playing the major scale in
4ths, it’s impossible to tell without actually seeing the line being played. In these outside phrases, there was
something about them that made sense symmetrically once you put the tuning in 4ths. You can also notice a lot of
symmetrical string skipping within them.
4ths Examples
Snow Moon
379
Snow Moon (cont.)
380
Clown
Postlude
381
382
383
OCTAVE DISPLACEMENT TUNINGS
Now, this is the really cool stuff. This is what I mean by Allan being a bit cheeky with tunings. Even though he said
he uses 5ths and 4ths, there’s a little more to that.
The way I learned about these tunings was when I was trying to figure out the chord section after the solo in “Eidolon”
and I couldn't quite get it. Nothing made sense. I knew what the notes were, but I couldn't find a logical way they
could be played on the guitar neck. I talked to Joe Britton for some insight. After a while, he had the idea that it’s
in standard tuning, but the kicker, is that every other string was tuned an octave higher! When that tuning was
applied to the chord, it made perfect sense on the neck. I kept that concept in mind.
Sometime later, I was talking to Joe again but about “Spokes”. This tune bothered me because at the time I could
not get the chords quite right. We were talking about the opening line because the phrasing on that whole solo is
pretty whacky. Here's a quote of someone asking Allan about it.
Q: How do you play such wide intervals in “Spokes”? Do you use a particular tuning?
A: No… Do you know the EWI that Michael Brecker also uses? With the Synthaxe it is
possible to make an octave switch using the pedal… it’s not a secret… it’s simple. I
experienced the thing with two tunings with the Synthaxe not applicable on the guitar. I
created a tuning in fifths that obviously can’t be done with the guitar because after lowering
the G string, the C string would be too low and would sound really bad… but with the
Synthaxe, thanks to its control through the synthesizer, you can choose all the fifths you want.
Also, you can have an octave up or down. It’s nice. If I started now to learn the guitar again, I
would use another tuning. I would tune it as a bass. C and F instead of B and E. It’s crazy… I
do not know why they did it. You spend many years dancing around the string of the B as it is
the one that creates problems. But after trying to tune the Synthaxe in that way, I could play it
for a while and then make some mistakes, so I’ve never experimented so much with different
tunings on the guitar… I use a regular tuning, but if I were young and a beginner, I would
tune the guitar with the C and the F. It’s logical… everything is the same… you do not have to
change the fingering. Now it’s okay because I have schematized how to do it… but it would
have been more logical.
-Jazz Italia,2005
You can see he kind of dodges the question a little bit. Well, Joe said he had an idea and showed me this. I was
stunned.
384
There it was! It was that Messiaen shape, or what I called the “Spokes” lick, because of this. Not only is it tuned in
4ths, but every other string is an octave higher! This tuning also appears in other parts of the solo. I had no idea
how he figured this out, but I had to remember this because I knew this was something that I could potentially use
if there was a line I couldn’t figure out. Maybe he was using some whacky tuning?
These kinds of tunings Allan was doing, only occurred in the late 80s. Mainly on Secrets, Wardenclyffe Tower, and
other side project stuff he was working on. The Gordon Beck album With A Heart In My Song and MVP’s Truth In
Shredding are examples where it can also be seen.
Again, I think he did this to make his phrasing sound way more alien like, but without having to do anything
different. You can still use the patterns and notes in a way you're accustomed to, but jump them around in such a
way that’s impossible otherwise. Who else would’ve known? Transcribing was much harder back then, and there
would be no other way of playing this unless you had a SynthAxe yourself or restrung a guitar for this.
So, armed with that information, I had to think of every type of octave displacement tuning system I could think of.
The E D and B strings an octave higher or lower. The A G and e strings and octave higher or lower. The top 3
strings higher, lower, etc., and apply this to standard, 4ths and 5ths. Trying to recognize some of these lines was the
most challenging, yet fun I had with this project. Because once I got it right, it all fell into place because the notes
could only work in one way. Just like 5ths, whereas transcribing in standard tuning, you have a lot more options for
fingerings.
With that, I was able to categorize them, and this is what I found. For reference, this is the normal tuning on a
standard, 4ths and 5ths guitar:
Standard Fourths Fifths

E4 F4 E4
B3 C4 A4
G3 G3 D3
D3 D3 G2
A2 A2 C2
E2 E2 F1
385
Standard Tuning E D B Strings An Octave Higher
E4
B4
G3
D4
A2
E3
Secrets
386
Allan Holdsworth and Gordon Beck – 54 Duncan Terrace (cont.)
MVP – Ana Maria
387
Standard Tuning A G E Strings An Octave Lower

E3
B3
G2
D3
A1
E2
388
389
Standard Tuning A G E Strings An Octave Higher
E5
B3
G4
D3
A3
E2
54 Duncan Terrace
Keep in mind that even on top of these tuning systems, that the whole line can be moved up or down an octave as
well from the console of the SynthAxe.
This is what happened with the next line.
Fifths Tuning An Octave Higher F G A Strings An Octave Higher

E5
A6
D4
G4
C3
F3
390
Reverse Tuning
This tuning was also discovered by Joe Britton, again from a line in “Spokes”. I can't remember if it was him or me,
but we were working on some ideas and I remember Joe saying: "I got a crazy idea, hold on". Minutes later, he sent
me back a phrase. It looked perfectly like a line Allan would play, and the tuning is what Joe called "reverse tuning",
which is the guitar tuned standard, E A D G B e, but instead the low E string is now the highest string and the high
e string being the lowest, with all the other strings following suit. So, as you play from E A D G B e the pitches go
from high to low.
This was another really sneaky and smart tuning. You can get really crazy and out there phrasing, but still using the
same shapes and notes on the neck. I wondered if Allan got this idea from thinking that 4ths tuning, is like 5ths
tuning but with the octaves reversed. F C G D A E to E A D G C F.
E2
B3
G3
D4
A4
E5
Spokes
391
54 Duncan Terrace
Against The Clock
392
Alex Masi – Cold Sun (cont.)
Reverse Standard Tuning An Octave Higher

E3
B4
G4
D5
A5
E6
MVP – Ana Maria
393
C Standard Reverse Tuning
C2
G2
Eb3
Bb3
F4
C5
394
Steve Tavaglione – Tsunami (cont.)
Fourths Tuning A G F Strings An Octave Higher

Just like I showed with “Spokes”, that tune has lines that are tuned in 4ths, but with the A G and F strings an octave
up. Here are other phrases from that solo. This tuning didn't appear anywhere else.
F5
C4
G4
D3
A3
E2
Spokes
395
Spokes (cont.)
396
Spokes (cont.)
Standard Tuning G B E Strings An Octave Lower

Finally, this last tuning idea I’m not entirely sure on. When I transcribed “So Long”, it looked like it was in standard
but with the top 3 strings tuned down an octave. I found a few other places on Flat Tire with that tuning. I think
"Don’t You Know" has a section like that. So, this is a tuning Allan could’ve used, and you see here, when tuned
that way, we see our favorite lick. I'm just unsure if it was actually played on the SynthAxe, because some of the
notes in the middle are a bit unusual. It could have been sequenced, which is the last thing I want to talk about in
this book.
E3
B2
G2
D3
A2
E2
397
The Duplicate Man
With all that information, you can see how Allan kind of stitched these solos together with different tunings. A tune
like “Spokes” has 4 different tunings: standard, 5ths, reverse tuning and 4ths tuning with A G and F are an octave
higher. “Secrets” uses 3 different tunings: 5ths, standard, and E D and B strings down an octave. Even a short solo
like “54 Duncan Terrace” has a bunch of different tunings: standard, reverse tuning, 5ths and the A G and e strings
up an octave.
You could do that with the pedal, but you would have to program the order that those tunings are in, and then cycle
through them. Also, Allan had mentioned in an interview that he couldn't record direct with the breath controller,
which means the solos we're recorded by placing a mic on a cabinet. With all the different tunings, one could
conclude that a bunch of different solos were played and constructed from all the good takes, or possibly done
phrase by phrase.
398
SEQUENCED SOLOS
While doing this massive transcribing project, as each album went by, I found it easier and easier to transcribe
Allan’s phrasing because not only was I more aware of his style, but the notes were also clearer and lines more
pattern based. Except when I got to Flat Tire. The phrasing on that album was outrageous. Sometimes I could find
parts that made sense, but others seemed impossible. I tried all those different tuning combinations I could. I think
I had about 28 or 30 different ones. I would take one of those lines and try to fit it in one of those tunings to find a
pattern. Once I would find it, the rest would follow. But for Flat Tire I couldn’t, and it was really bugging me.
Maybe Allan was using some completely unique tuning I hadn’t discovered before? So, I asked the Unreal Allan
Holdsworth Facebook group, and I got this response. After I read it, it all made sense to me. Thanks to Sean Wayland
for this response.
“I spoke with Allan about “Flat Tire” a great deal. I remember a conversation where he
mentioned that he wanted to remove the “human element” from some of the performances. I
am pretty convinced from our conversations that a lot of it was not played in real time. I also
remember a conversation about Chad’s recording “Dream Nightmares and Improvisations”
and Allan telling me he had used one of these Starrlab zboards. I remember him saying that he
liked “not knowing” what the notes actually were. At one point I was getting into a pretty
deep study of rhythmic subdivision. Following down a path alluded to by Dan Weiss and Miles
Okasaki I was trying dividing beats into subdivisions up to 9 and then grouping them.
Interested in Allan’s approach I slowed down some of Allan’s fast passages on Flat Tire.
There is a break on “Snow Moon” that comes to mind. At a very slow speed it was almost
perfectly in time. Pretty obvious that a computer had played it. I spoke to Chad a bit then
about Allan’s approach to rhythm and he suggested it was the opposite of any formal
mathematical system. I am pretty sure that a great deal that Flat Tire record is performed by
Cubase, probably played in slowly with some sort of midi controller. It took me a while to
come to that conclusion. I wouldn’t be surprised if a lot of the other Synthaxe solos on the
click track albums like Wardenclyffe with the drums recorded last were also not originally
played in real time.”
-Sean Wayland
Briefly, Sean says when talking to Allan, he wanted to remove the human element from the performances. Again,
when talking to Chip, he emailed me back with this:
“John, Received your question a while back… there was lots of post-production, speed correction (faster and
slower), adjustment, quantizing, you name it – performed on all of the SynthAxe tracks…”
Chip Flynn
399
With this it all made sense why I couldn't figure out some of the phrasing. It was either sequenced or played slowly
on the SynthAxe then sped up. I noticed a large line at the end of “Postlude” from Hard Hat Area that was way too
tricky to be played in real time. It made the most sense in 5ths, but still impossible. Perhaps Allan tried sequencing
some lines from that point on. Even getting to “Eidolon” and “Above and Below (reprise)” from The Sixteen Men
of Tain, there are some lines that were just impossible. They sound so cool, but once you slow it down and try to
work it out, you can see how ludicrous these lines are.
Examples
Above and Below (reprise)
400
Eidolon
401
Eidolon (cont.)
On Flat Tire, there are a lot of solos that are sequenced. “Eeny Meeny” comes to mind, since the harmony section
is bonkers. But some parts and phrases could have been played in real time. It’s hard to tell. I also noticed on the
SynthAxe solo Allan did for Snew’s cover of "Highway Star" it had a sequenced solo when it goes to the organ
keyboard sound.
402
Eeny Meeny
I think the main reason he did this, specially on Flat Tire is compositionally, because like Allan said to Sean he
wanted to remove the human element.
When we play guitar, we're bound by what our hands can do, and what we can reach. So, some phrasing is just flat
out impossible that perhaps would be possible on keyboards, or flute, or sax, because of where the notes are laid
out for those instruments. When Allan wrote those tunes, he didn't write them for a guitar solo, he wanted to come
up with what an oboe or clarinet sound like improvising over it. If you were to try to solo on a guitar, with that flute
sound, it would still sound like guitar phrasing. So, the best way to make it sound like another instrument, is to
sequence it in a way, where it would be impossible to tell that it was played on a guitar. This is why those solos
sound so out of this world. It allows for improvisations completely removed from what we can physically do, just
for the melody.
He also used a Starr Lab ZBoard, which is kind of like a keyboard, which he used to sequence solos on Chad
Wackerman’s Dreams, Nightmares and Improvisations record, as well as his cover of Pat Smyth’s “New Dawn”.
403
ENDING
And that’s it. Every possible thing I can think of talking about in respect to Allan’s soloing style. I know this book
is long, so I appreciate you for sticking with it. I sincerely hope you learned at least one thing or got you more
comfortable to step out of your comfort zone and try something new.
Anyway, thank you, thank you, thank you!
---John
404
Appendix A: The Patterns and Shapes
Major Tonalities
The Lick The Lick Variations
Perfect 4ths Major Pentatonic Outside Scale Shape
405
Minor Tonalities
Minor Arpeggio on GDA Strings Maj7 in Minor Shape GACB Sequence
Perfect 4ths
406
Major Scale (Ionian)
Ionian Position Ionian Shape Outside Notes The Ionian Lick
Dorian
Dorian Positions Dorian Shape Whole Step Box
Major Triads String Skipping Sus2 Triad Pillar Pattern Sus2 with Pinky in Half Steps
407
Phrygian
Phrygian Positions Minor 7th Arpeggios
D Minor and E Minor Arpeggios String Skipping Minor Triads
Lydian
Lydian Position Lydian Outside Scale Shape The Lydian Lick
408
Mixolydian
Mixolydian Positions
Whole Step Box Shape Major Arpeggio String Skipping Whole Step Box String Skipping
Whole Step Box With Pinky Major Arpeggios b7 Apart Mixolydian Major Pentatonic Box
Half Steps String Skipping
409
Aeolian
Aeolian Position Whole Step Minor Third The “City Nights” Lick
Box Shape (Minor Arpeggio String Skipping)
Sus4 Arpeggio Pillars Major 3rd Half Step Shape Up An Octave
410
Locrian
Locrian Position Major Arpeggios String Skipping
411
Pentatonics
Minor Pentatonic First Minor Pentatonic Fourth 3 Note Per String Unison Pattern
Position (Root Low E String) Position (Root A String)
B E Strings Pentatonic Pentatonic String Skipping

Unison Pattern
Perfect Fourths String Skipping The Lick with Pentatonic Intro
412
Melodic Minor
Melodic Minor Low E Root Position & Symmetrical String Skipping
Melodic Minor A String Melodic Minor A String Root Position (Cm Shape)
Root Position
413
Whole Step String Skipping The Skippy Lick Melodic Minor vs Diminished Pattern
414
Diminished Scale
Diminished Scale Position Phrygian Dominant Phrase
Minor/Major 3rd Phrase Phrygian Dominant/

Whole Step-Minor 3rd Pattern
Diminished Pillars Pattern
415
Diminished Pillars Pattern (continued)
Extended Diminished Pillar Pattern Diminished 7b9 Arpeggio
416
Add b6 Scale
Ionian add b6 Position Aeolian add Maj7 Position Lydian add b3 Position
Phrygian add Maj 3rd Position
417
Harmonic Minor
Harmonic Minor Position I A Harmonic Minor/ A Harmonic Minor Position 2
(Root E String) Melodic Minor Pattern (Root A String)
D Dorian #4 Scale Position
Harmonic Major
Harmonic Major (F Lydian Minor) Lydian Minor Root D String Position
Root A String Position
418
Messiaen 3rd Mode
Messiaen 3rd Mode Messiaen C Minor Shape The Spokes Lick
Symmetrical Minor Pattern
Chromatic Clusters String Skipping Pattern Messiaen Symmetrical Shape
419
Whole Tone
Whole Tone Scale Shape
Augmented
Augmented Scale Position
420
Licks
Diminished
Opening Diminished Pattern
Wide Interval Diminished String Skipping
House of Mirrors Lick
Outside Playing
The Staircase Pattern
421
Pentatonic Staircase Pattern
The Deliverance/Forward Staircase Pattern
b5 Ascending Pattern
422
Major 7 Arpeggios in b5
7sus4 Arpeggios in b5
Triads in b5
Major Triad Arpeggio Shape
423
Phrygian Deliverance Lick
Whole Tone Phrygian Dominant Major #9 Dorian sus2
Wide Interval Sweeps
G and B String Barring and Wide Stretches
Chromatic Half Step Box Pattern
424
Chromatic Whole Step Box Pattern
Chromatic Minor 3rd Box Pattern
Triads Moving in Major 7s
425
Movable Chromatic Unison with Perfect 4ths
Whole Steps with Pinkie Up a #5
426
Appendix B: Chord Analysis
427
428
429
430
431
432
433

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Looking Glass

A comprehensive study of Allan Holdsworth’s improvisational

“The only thing worse than playing over 1 chord is 2”

A: Don’t ask me about that. It was a long time ago.

Q: What kind of chord progression would they work over?

Consonance Octave, Unison, Chord tones

Q:..if at all, have you worked on (….)?

Devil Take The Hindmost

Level 42 – If You Were Mine

The Lick Variations

Riptyde – Long Voyage Home

Gongzilla – Allan Qui?

Andrea Marcelli – Love Remembered

Gongzilla – Almost You

Chad Wackerman – You Came Along

Allan Holdsworth and Gordon Beck – With A Heart in My Song

Outside Scale Shape

Allan Holdsworth and Gordon Beck – With A Heart in My Song

Chad Wackerman – The Fifth

Minor Arpeggio on GDA Strings

Andrea Marcelli – Love Remembered

Chad Wackerman – Introduction

Maj7 in Minor Shape

Stanley Clarke – Stories to Tell

Riptyde – Jurassic City

Andrea Marcelli – Love Remembered

Andrea Marcelli – Final Project

Eric Keyes – Everyone Knows My Drinking

Stanley Clarke – Stories to Tell

Low Levels, High Stakes

The Sixteen Men of Tain

Allan Holdsworth and Gordon Beck – Ain’t No Grief

Andrea Marcelli – Love Remembered

K2 – The Edge of Light

MSM Schmidt – Trance

Riptyde – Jurassic City

Chris Buck – Kanines

David Hines – Antillia

Allan Holdsworth and Gordon Beck – With A Heart in My Song

Anders Johansson, Jens Johansson and Allan Holdsworth – On Frozen Lake

The Ionian Lick

MVP – Ana Maria

Carl Verheyen – Gretchen’s Theme

Steve Hunt – Wring It Out

Riptyde – Long Distance Home

Soft Works – Willie’s Knee

Andrea Marcelli – Love Remembered

Gongzilla – Almost You

Soft Works – Baker’s Treat

The Things You See

Steve Hunt – Wring It Out

MVP – Ana Maria

Andrea Marcelli – Final Project

Andrea Marcelli – Love Remembered

Chad Wackerman – Introduction

Chad Wackerman – Holiday Insane

Gongzilla – Allan Qui?

Gongzilla – Almost You