Rhythm Changes – The Ultimate Guide

mattwarnockguitar.com/rhythm-changes/

by Matt Warnock / Tuesday, 27 September 2016 / Published in Beginner , Intermediate , Jazz Guitar Lessons , Jazz Guitar Tunes
September 27, 2016

Along with jazz blues, rhythm changes is the most commonly called form at jam sessions and
gigs.

Because rhythm changes is so popular, as a jazz guitarist you need a strong understanding of
this 32-bar form from a soloing and comping perspective.

While you may know rhythm changes is important, you may not know where to start when
studying this essential jazz progression.

In this lesson, you learn everything you need to build a solid foundation with rhythm changes
as both a comper and soloist.

If you’re new to rhythm changes, start at the beginning of this article and work down from
there.

If you checked out rhythm changes before, skip around the table of contents to find the right
section for you at this stage in your development.

Rhythm changes tunes are going to be called in jam sessions and on gigs, therefore working
these changes is essential learning for all guitarists.
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Table of Contents (Click to Scroll Down)

Rhythm Changes Form
Rhythm Changes A Section Variations
Rhythm Changes Tunes
Rhythm Changes Arpeggios
Rhythm Changes Scales
Rhythm Changes Soloing Patterns
Rhythm Changes Licks
Rhythm Changes Sample Solo
Rhythm Changes Shell Chords
Rhythm Changes Guide Tones
Rhythm Changes Rootless Chords
Rhythm Changes Comping Study
Rhythm Changes Chord Subs – A Section
Rhythm Changes Chord Subs – B Section
Rhythm Changes Chord Subs Solo
Rhythm Changes Chord Subs Comping

Rhythm Changes Form

To begin your study of rhythm changes, you look at the form for this important jazz structure.

Rhythm changes contains 32 bars and is built with an AABA form, which means there are two
section, A and B, that combine to create the larger form.

Below you can see and hear the chord changes to rhythm changes.

If you feel comfortable enough, you can play the chords out at this time.

If you’re not ready to play through these jazz guitar chords , listen to the changes to get them in
your ears and then move on to playing in the next section.

Notice that this progression is built with three main groups of chords:

I VI ii V
iii VI ii V
ii V I(IV) iv

That’s it; with those three groups of chords you can jam over any rhythm changes chord
progression.

Notice that the ii-V in bar 5 is a ii V of the key of IVmaj7, Ebmaj7. So, bars 5-6 are a ii-V-I in the
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key of IV, Eb major.

There are common variations to these chords, a few of which you see below, but these
changes are the ones I’ve seen used the most in my over 20 years of gigging.

For those that are new to music terminology, “D.C. al 2 nd Ending” tells you to go back to the
beginning and play the A section up to the 2nd ending.

This means that you play A1-A2-B-A2 if you want to think about the A sections as being two
slightly different sections, as the endings are slightly different.

Give this form a listen, and jam over the track if you’re ready, as you introduce yourself to this
essential jazz form in your studies.

Rhythm Changes Backing Track rhythm-changes-backing-track

Rhythm Changes A Section Variations

As is the case with jazz blues tunes, there are variations for rhythm changes chords that you
need to explore in your practice routine.

Though the chords presented above are the most commonly used in my experience, these two
variations for the A section below occur often in jam and gig situations.

By working these two variations in your practice routine, you introduce them to your ears, and
allow you to use them if they come up in a jam session.
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There are also B section variations, but they are covered in the substitutions section at the end
of this lesson.

The first A section variation features alterations in bars 3, 5, and 7.

In bars 3 and 7, you replace the Dm7-G7 chords with Bbmaj7-G7b9, a subtle change, but one
that changes the sound of the progression enough to be important.

Then, if bar 5, you replace the Fm7 with a Bbmaj7, which is closer to what the original I Got
Rhythm chords intended in this section of the tune.

Click to Hear rhythm-changes-2

There’s only one new chord in this next variation, but again, it’s one that comes up often
enough in jam sessions that it’s worth learning.

Here, in bar 6, you’ll play an Ab7 in place of the Ebm7 chord you previously learned.

Ab7 is the V7 in the same key, Db major, that Ebm7 is the iim7 chord.

So, here you replace a iim7 chord with a V7 chord in the same key, a common chord sub
technique used by great jazz guitarists.

Click to Hear rhythm-changes-3

Rhythm Changes Tunes

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Just like jazz blues, there are countless jazz tunes that use the rhythm changes form; they just
all have different melodies.

Here’s a list of commonly called rhythm changes tunes that you can learn and add to your
repertoire while studying the rhythm changes form.

I’ve Got Rhythm

Oleo
Anthropology
Rhythm-a-Ning
The Theme
Cotton Tail
Salt Peanuts
Lester Leaps In
Dexterity
Moose the Mooche
Straighten Up and Fly Right

These tunes all use the rhythm changes chord progression or some closely related variation of
the rhythm changes form.

Start by learning a few tunes from this list, but also feel free to explore your favorite rhythm
changes tunes that aren’t on the list.

The important thing is that you have at least one rhythm-changes melody under your fingers at
all times in case you need to play one on a jam or gig.

Rhythm Changes Arpeggios

Now that you know how to build the form for rhythm changes, you can begin to build your
soloing chops over these chord changes.

In this section, you work on outlining each chord with its related arpeggio shape on the guitar.

Arpeggios are the most direct way to outline any chord change or chord progression, and
therefore are the best place to start in the woodshed.

The examples below are given with one sample fingering to get you started.

From there, take any of these exercises to other arpeggio shapes and positions on the
fretboard in your jazz guitar practice routine .

Lastly, make sure to work any of these exercises with a metronome as well as use them in
your solos over backing tracks.

This ensures that you cover all angles, technical and improvisational, in your rhythm changes
soloing workout.
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A Section Ascending
To begin your study of rhythm changes arpeggios, you learn ascending shapes over each
chord in the opening 8-bar section.

Because the chords move by so quickly in this first section, you focus on one-octave arpeggio
shapes when outlining these chords in each exercise .

Once you have these example shapes under your fingers, for this or any exercise in this
section, bring these concepts to other arpeggio shapes on the guitar.

Work on this exercise with a metronome until it’s memorized, and then put on a backing track
and solo with these shapes over the chord changes.

Notice that Bdim7 is used to outline G7b9, B-D-F-Ab, as this is a commonly used four-note
arpeggio over 7b9 chords, where the root has been replaced by the b9 in your lines.

Click to Hear rhythm-changes-4

A Section Descending
You now reverse the first exercise as you descend over each arpeggio in the A section of
rhythm changes.

It might just be a quick reversal of the first approach, but seeing arpeggios from the top down
can be tough to master.

If this approach gives you trouble, work it without any tempo at first.
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Then, when ready, bring the metronome into play as you add tempo to this exercise in your
practice routine.

Click to Hear rhythm-changes-5

A Section Alternating
Now that you worked the ascending and descending arpeggios separately in your studies,
bring them together.

The first example begins with an ascending arpeggio over the Bbmaj7 chord, followed by a
descending arpeggio over the G7b9 chord, alternating from there.

You probably noticed by now that each exercise is written out in 8th notes only.

This is to help you get started with each pattern, but then feel free to use other jazz rhythms to
expand these exercises in your studies.

Click to Hear rhythm-changes-6

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To finish up your A section arpeggios, begin with a descending arpeggio over the first chord,
followed by an ascending arpeggio over the second chord.

Once you have this exercise down, take it to other positions on the fretboard, mix it with
previous arpeggio exercises, and add these patterns to your improvisations.

Click to Hear rhythm-changes-7

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B Section Ascending
After you worked out the A section arpeggios, you can move onto the B section in your
studies.

Because the chords last longer in the B section, two bars each compared to two beats each in
the A section, you can use two-octave arpeggios in this section.

Start by running the ascending arpeggios over the B section chords in your practice routine.

Once you have these shapes under your fingers, you can move them to other positions on the
fretboard, as well as improvise with them over backing tracks.

Click to Hear rhythm-changes-8

B Section Descending
You now reverse the previous exercise as you now descend over each arpeggio in the B
section.

Though you reverse the pattern, seeing an arpeggio from the top down, as you did in the A
section, can be difficult at first to get under your fingers.

Because of this, go slow, work this exercise with no tempo at first, and then when you’re
comfortable, add your metronome to this exercise in the practice room.

Click to Hear rhythm-changes-9

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B Section Alternating
In the final example of this section, you alternate the two-octave arpeggios over the B section
to rhythm changes.

The first example starts with an ascending arpeggio over the D7, followed by a descending
arpeggio over G7, alternating through the changes from there.

Work this pattern with a metronome, then when ready, put on a backing track and apply this
example to your soloing lines and phrases.

As well, this is one fingering to explore with this approach.

After you work out the example in this area, take it to other areas of the guitar in your studies.

Click to Hear rhythm-changes-10

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After you worked out the first alternating version of the B section arpeggios, you can reverse
that pattern in your practice routine.

When doing so, you play the first arpeggio down, over D7, then the second arpeggio up, over
G7, alternating from there.

Work this pattern on its own first, then when ready, mix it in with the other patterns found
previously in this section of the lesson.

Click to Hear rhythm-changes-11

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Rhythm Changes Scales
Now that you looked at how to use arpeggios to solo over rhythm changes, you can switch
your focus to the use of scales over the same form .

In this section, you mostly focus on the B section of rhythm changes, as the elongated chords
allow you to use longer melodic ideas, such as scales.

In the A section, it’s easier to use arpeggios, and later patterns, at first, but a few scales have
been included for that section of the tune as well.

Work on the various fingerings below, memorize them, understand how to use them, and then
work on applying them to your solos over rhythm changes.

Minor Blues Scale

The first scale you explore is the most popular guitar scale, but one many jazz guitarists
overlook with rhythm changes, the minor blues scale.

You can make the Bb minor blues scale work over any chords in the A section to rhythm
changes, making it a very versatile scale over these fast-moving chords.

Here are two fingerings for the Bb minor blues scale to review, or to learn, and apply over the A
section of rhythm changes.

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Once you have these fingerings down, make sure to add them to your soloing lines as you
practice improvising over the A section to rhythm changes.

Click to Hear rhythm-changes-12

Major Blues Scale

Moving on, you now take a look at the major blues scale, written out below in the key of Bb
major.

You can use this scale to solo over Bb major chords, Bbmaj7-Cm7-F7, and can transpose it to
C to solo over Dm7-G7, and to Eb for Fm7, Bb7, and Ebmaj7.

This scale is not as versatile as the minor blues scale, but it’s an easy way to bring a blues
sound to your lines over the first 8 bars to rhythm changes.

When doing so, you emphasize the major blues sound, which has the major 3 rd in the scale.

Because of this, you need to transpose it to each key center, as described above, rather than
use it as a blanket scale as you did with the minor blues scale.

Here are two fingerings for the Bb major blues scale to get you started with this important jazz
sound when soloing over rhythm changes.

Click to Hear rhythm-changes-13

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Mixolydian Scale
You now move on to the bridge section, where you are more likely to use scales in your lines
as the chords are 8 beats (2 bars) long.

This gives you more room to play with these longer melodic shapes, as compared to
arpeggios, in your solos.

The first scale that you explore over the B section of rhythm changes is the Mixolydian scale,
the fifth mode of the major scale.

This is the most commonly used scale to use when first studying dominant 7 th chords in your
improvisation practice routine.

Here are a few fingerings to get you started with this scale over each chord in the bridge to
rhythm changes.

After you worked out these patterns, take them into your soloing studies as you use them to
improvise over each chord in the bridge section.

Mixolydian is the basis for the next two scales in this section, so make sure you’re comfortable
with this scale before moving forward.

Click to Hear rhythm-changes-14

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Dominant Bebop Scale
The second scale that you explore over the B section is the dominant bebop scale, which is
built by adding a major 7th interval to the Mixolydian scale you just learned.

When adding in the extra note, you add a passing note to the scale that helps you create a
sense of tension and release in your lines.

You can add this extra note into your lines at any point, letting your ears be your guide, but you
need to resolve that note to avoid it sounding like a mistake.

Just remember that you can use the extra note to pass through from the b7 to root or vice-
versa, but never stop and hold the major 7th interval in your lines.

Here are a few fingerings for the bebop scale to get you started.

Memorize these shapes and then add them to your rhythm changes soloing practice routine as
you apply this important jazz concept to your solos.

Click to Hear rhythm-changes-15

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Lydian Dominant Scale
The last scale that you explore over the B section to rhythm changes is the Lydian Dominant
scale, the 4th mode of melodic minor.

This scale is the same as the Mixolydian scale, except that the 4 th note has been raised by half
a step.

This raised 4 th, which can also be found in the Lydian scale, gives this scale its name, as it’s a
Lydian sounding scale that works over a dominant 7th chord.

Because of the raised 4 th, this scale produces a 7#11 sound when applied to your solos, and
the #11 (the #4 up an octave) can create tension in your lines.

Therefore it’s important to work on adding that note into your lines, then resolving it so that
you don’t leave the tension hanging in your playing.

Here are some sample fingerings to get you started with the Lydian Dominant scale, make
sure to memorize them and work on soloing with them in your studies.

Click to Hear rhythm-changes-16

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Rhythm Changes Soloing Patterns
After working arpeggios and scales over rhythm changes, shift your focus to a few essential
patterns over the A section in your studies.

These patterns can be adapted to the B section, but they’re mostly used to help you navigate
the fast-moving chords in the A section of the tune.

Each of these patterns is presented over every chord in the A section, so make sure to vary the
rhythms of these patterns once they’re under your fingers.

1235 Pattern
The first pattern is one of the most famous in jazz soloing, and one that was made popular by
John Coltrane, 1235.

This pattern outlines each chord with the root, 2 nd, 3rd, and 5th of that chord, so it’s a
combination of the arpeggio, 135, and the scale, 2, as it outlines the changes.

After you have this pattern down in the example fingering, feel free to move it around the
fretboard, as well as play it backwards, 5321, in your solos.

Click to Hear rhythm-changes-17

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7135 Version 1
The next outline was a favorite of Bill Evans, and many other jazz musicians, and is built by
playing a standard arpeggio out of order.

Rather than play 1357 over any chord, you place the 7 th at the start of the pattern to create the
interval grouping 7135.

Doing so allows you to outline the chord changes while creating more interest in your lines
compared to a standard arpeggio shape.

Again, once you have this pattern under your fingers, you can reverse it, 5317, to add variety to
this pattern in your solos.

Click to Hear rhythm-changes-18

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7135 Version 2
The final pattern in this section uses the same interval pattern as the previous phrase, 7135,
though this time the 7th is played up the octave.

This variation allows you to use the same pattern as the previous line, without sounding like
you’re repeating that phrase exactly in your solos.

After you work this pattern, play it back to back with the previous 7135 pattern to get an idea of
how they compare on the guitar and over the tune.

Click to Hear rhythm-changes-19

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Rhythm Changes Licks
After working the patterns, arpeggios, and scales in the previous sections, you can study a few
classic licks over both sections of the rhythm changes form.

In this section, you learn three A section and three B section licks that you can use in your
playing when soloing over rhythm changes.

These licks are based on classic ideas from Charlie Parker, Sonny Rollins, Clifford Brown, and
others.

As you work these licks, learn one, put on the rhythm changes backing track and solo with that
lick, then move on to the next lick when you’re ready.

There’s no rush to learn all these licks, so take your time, memorize one at a time and apply
that one lick to your playing until it begins to feel natural in your solos.

A Section Licks
To begin, you study three licks that work over the A section of rhythm changes, with a focus on
bars 1-4 as they’re the toughest to outline in your solos.

The first lick uses a repeated pattern, labeled “lick 1” in the tab, that is played 3 times over the
course of the four-bar phrase.

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This pattern, 5-4-2-#2-3, is a classic bebop phrase, and one that you can extract from this line
and add to other progressions and tunes in your solos.

There’s also an enclosure at the end of bar 2, Gb-E-F, and a classic F7#5 sound played at the
end of the line.

Click to Hear rhythm-changes-20

In this next A section lick, you again use the F7#5 sound, this time in the second bar, as well as
a tritone sub in the third bar of the phrase.

In this case, you play a Db7 chord over G7 in bar 3, as Db7 is a tritone away from G7 it’s the
tritone sub of the underlying chord.

Click to Hear rhythm-changes-21

The final A section lick, based on the playing of Bill Evans, focuses on the #11 sound over
many chords in the phrase.

As well, each Cm7 chord is interpreted as a C7, which is the V7 of F7, or a V7/V for the
theoretically minded.

Using #11 intervals over maj7 and 7 chords is an important jazz sound, and this lick is a solid
way to introduce that sound to your ears if #11’s are new to your playing.

Click to Hear rhythm-changes-22

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B Section Licks
Moving on, you now learn three licks that can be used to solo over the B section of rhythm
changes.

The first lick is fairly diatonic, which is important to study in your playing just as you study
chromatic and other outside sounds.

Notice that the lick 1 phrase, from the first A section lick, is brought back at the end of this line.

Click to Hear rhythm-changes-23

The next B section lick uses 4 enclosures during this phrase to bring a tension and release
sound to the line.

There are different enclosures being using in this phrase:

1. Chromatic Below and Diatonic Above

2. Diatonic Above and Diatonic Below
3. Diatonic Above and Chromatic Below
4. Chromatic Above and Chromatic Below

After you learn this lick and applied it to your rhythm changes solos, take these four enclosures
and apply them to other phrases in your playing.

Click to Hear rhythm-changes-24

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In this final phrase, you see the iim7 chord of C7, Gm7, in the first bar, followed by a stream of
chromatic notes, labeled C, to finish the lick.

Working this many chromatic notes into your lick can be tough, so study this line and feel free
to use it, or sections of it, when you want to bring tension to your solos.

Notice that there are only two instances where two chromatic notes are played back-to-back;
otherwise they’re used as single passing notes in the phrase.

Click to Hear rhythm-changes-25

Rhythm Changes Sample Solo

Now that you worked on a variety of concepts over both the A and B section of rhythm
changes, bring them together in a soloing study.

Go slow with this study, working it 4 bars at a time, or even 2 bars, until you can bring them all
together and work the solo as a whole.

There are two audio files included with this study, one that you can play along with the exact
solo, and a jam track that you can use to play on your own with this solo.

After you work this solo, put on the backing track and jam while making up your own solo
using the concepts from this lesson in your lines.

Rhythm Changes Backing Track rhythm-changes-backing-track

Click to Hear rhythm-changes-26

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Rhythm Changes Shell Chords
Now that you’ve worked on soloing over rhythm changes, you can work on comping over this
essential jazz form.

In this second half of the lesson, you learn three types of chords , shell chords, 3rds and 7ths,
and rootless three-note chords.

Begin with the shell chords, even to review, as they set you up for success with the rootless
shapes later in this section.

There are backing tracks along the way that you can use to jam over as you take these shapes
into your jazz guitar practice routine.

Shell Chords Position 1

To begin, here are the shell chords for the first two bars of the A section.

Go slow with these shapes if they’re new to you, and work them with whole notes, half notes,
or quarter notes, to bring a steady rhythm to your studies.

Click to Hear rhythm-changes-27

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Moving on, here are the shell chords for bars 3 and 4 of the A section.
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After getting these chords under your fingers, work on the first four bars together as you
prepare to move on to the next four bars of the A section.

Click to Hear rhythm-changes-28

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You now work on bars 4 and 5 of the A section as you finish up all the chords needed to play
the entire A section of the rhythm changes form.
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Though there are two more bars in each A section, bars 7 and 8, you already learned those
chords and therefore they aren’t repeated here.

After you work on these chords, work on playing all 8 bars of the A section together in your
studies.

From there, you’re ready to tackle the B section in the next section of this lesson.

Click to Hear rhythm-changes-29

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Here are the first position shell chords for the bridge section of rhythm changes.

Once you have these chords down, pair them up with the A section chords over the backing
track to jam on the tune as a whole.

If you get stuck when bringing all these chords together, feel free to isolate the A and B
sections longer in your playing before coming back to the entire tune.

Rhythm Changes Backing Track rhythm-changes-backing-track

Click to Hear rhythm-changes-30

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Shell Chords Position 2

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You now move on to a second position for the shell chords in your studies of rhythm changes
comping.

In this position, you begin with the Bbmaj7 chord on the 5 th-string root note, and moving to the
closest chords from there.

You make a leap up to the 13 th fret for the Fm7 chord in bar 5 of the A section to
accommodate that key center, so make sure to work that transition closely.

To begin, here are the first four chords that cover the first two bars of each A section.

Click to Hear rhythm-changes-31

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The next four chords take care of bars 3 and 4 in the A section, now in this second position on
the fretboard.

When ready, bring together the first four bars of this second position in your playing to work on
linking those four bars together in your studies.

Click to Hear rhythm-changes-32

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Moving on, here are the second position shell chords for bars 5 and 6 of the A section.

After you have these shapes under your fingers, bring all these shapes together so that you
can play the entire A section in this second position.

Click to Hear rhythm-changes-33

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Here’s the second position for the bridge shell chords to work out in the practice room.

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Once you have these chords down, put all the shapes in the second position together and jam
them over the backing track.

Then, if you feel comfortable, move between the first and second positions over the backing
track to take these shapes further in your studies.

Rhythm Changes Backing Track rhythm-changes-backing-track

Click to Hear rhythm-changes-34

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Rhythm Changes Guide Tones
After working on the shell voicings, you expand your chord vocabulary over rhythm changes
without learning a single new chord.

Rather than learn new chord shapes, you drop the root note from every shell chord to generate
a two-note chord on the fretboard.

When doing so, you leave the 3 rd and 7th of each chord on the guitar, which are the two notes
that pianists often use in their left hand when comping.

These two notes allow you to sound the chord changes without having the root in your
voicings.

This can be a welcomed change to your comping sounds, especially when playing with a bass
player, who covers the root notes for you.

Though you just remove one note from the previous chords, it’s the root note, and therefore
can put a hitch in your visualization of the chords on guitar.

Because of this, take your time with these chords and feel free to move back and forth
between the shell voicings and these new chords if it helps you learn them.

3rds and 7ths – Position 1

Now that you know how to build these chords by adapting the shell voicings in the previous
section, take these two-note chords onto the fretboard.

Here are the 3rds and 7ths for the A section of rhythm changes that you can work in your
practice routine.

Take your time with these chords, because they don’t have a root note, you have to visualize it
to help you to find the 3rds and 7ths quickly and accurately.

Getting used to seeing a root note and note playing it can be tough, but give it a try and see
how you do with this intermediate comping technique.

If you get stuck and have trouble finding the root note away from the chord, play the shell
voicings first, then come back to these chords to see if that helps.

Over time it’s easier to see a rootless chord shape such as these 3rds and 7ths without
thinking about the root.

In the meantime, move back and forth between shell voicings and 3rds and 7ths until you can
grab them separately in your playing.

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Click to Hear rhythm-changes-35

With the A section 3rds and 7ths under your fingers you can take these chords to the bridge
section.

Again, you take the shell chords from the previous section and remove the root note to
generate these two-note chords.

Once you get these chords down, bring them together with the A section 3rds and 7ths and
jam them over the backing track.

When you can do that with confidence, mix these chords with the shell voicings from the
previous section to hear how they contrast on the fretboard.

Rhythm Changes Backing Track rhythm-changes-backing-track

Click to Hear rhythm-changes-36

3rds and 7ths – Position 2

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Now that you have the first position of 3rds and 7ths under your fingers, you move those
chords around the fretboard into a new position.

Here’s the second position for the rhythm changes two-note chords to add to your comping
vocabulary.

Again, these are based on the shell voicings with the root removed.

Because of this they’re familiar shapes, but you need to visualize the root notes in order to
quickly add them to your comping phrases over the progression.

If you’re stuck on this approach, play the second position of the shell chords above and then
play these chords in order to see how they relate to each other on the neck.

Click to Hear rhythm-changes-37

You now move on to the 3rds and 7ths in position two for the rhythm section bridge, which
you can see below.

After you work out these two-note chords, pair them up with the A section from the second
position and jam them over the backing track.

Change up the rhythm, mix in other chords, break the chords up, and add other variations to
personalize the chords over time.

Eventually you want to be able to mix all of these chord types, and others, together in your
comping, not just stick to one at a time.

But, in the beginning, it’s best to learn them one at a time before bringing them all together in
your practicing or jamming.
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Rhythm Changes Backing Track rhythm-changes-backing-track

Click to Hear rhythm-changes-38

Rhythm Changes Rootless Chords

After you worked on two note and shell chords over rhythm changes, move on to more
advanced shapes, in this case rootless chords.

Rootless chords use three notes, some traditional triad shapes and others not, to outline chord
changes without having the root present in your harmony.

These chords are highly effective when playing with a bass player , as they already cover the
bass note, which allows you to play smaller shapes on guitar.

These smaller shapes still outline the harmony, you can still hear the chord progression go by,
but they’re easier on your hands than larger chords.

This really makes a difference in your playing, especially when playing at a fast tempo.

Because of this, working on rootless chords is something every guitarist should spend time on,
over rhythm changes and any tune you’re studying in the woodshed.

In this section, you look at two sample positions for rootless chords over rhythm changes to
help get you started with these important shapes in your studies.

Triads – Position 1
To begin, you learn three-note triads over the A section to rhythm changes.

These chords are mostly built from removing the root note from common drop 2 and drop 3
chord shapes.

As well, some of these chords are traditional triads, like the Dm triad over Bbmaj7 in the first
bar, while others are three-note shapes but not traditional triads.

Because none of these chords contain the root note, you have to visualize the root note, but
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not play it, in order to quickly find these chords on the guitar.

This is a tough skill to learn, seeing a root note to build a chord but not playing it, but it’s one
that will make playing rootless chords much easier on the guitar.

Take your time with this example, and only when you’re comfortable with this shapes should
you move on to the B section rootless chords in your studies.

Click to Hear rhythm-changes-39

Here are the triad shapes for the bridge of rhythm changes, using 13 th and 9th colors to bring
interest to this section of the tune.

Again, these are not always triads in a traditional sense, though some are, they are three-note
shapes that you use to outline these chords in your comping phrases.

After you practice the B section chords, pair them up with the A section shapes you just
learned over the backing track to jam on the tune as a whole.

If you feel confident with these chords, mix them together with the other two groups of chords
you learned previously in this lesson.

Rhythm Changes Backing Track rhythm-changes-backing-track

Click to Hear rhythm-changes-40

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Triads – Position 2
You now take these three-note chords to a second position in your studies, this time based on
the 5th-string root now of the original Bbmaj7 chord.

Again, you take common chord shapes, such as drop 2 and drop 3 chords, and remove the
root notes to create these three-note shapes.

These three-note shapes use various chord colors in their construction, such as b9, m9, and
13th chords that spice up your rhythm changes comping phrases.

As was the case with the first position, there’s no root note in these chords shapes, so you
have to visualize the root near these chord shapes on the guitar.

This allows you to use these rootless chords, but find them quickly as you reference them to a
non-played root note on the fretboard.

To begin, here’s the A section of rhythm changes with these chord shapes used to outline each
change.

Click to Hear rhythm-changes-41

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Moving on, here’s the B section to rhythm changes with the three-note rootless chords used to
outline each change in the progression.

Once you have these chords down, for both the A and B sections, but on the backing track and
jam over the full form with these chord shapes.

This brings these new chords to a musical situation, allowing you to carry them with you to a
jam session, and to other tunes in your jazz practice routine.

Rhythm Changes Backing Track rhythm-changes-backing-track

Click to Hear rhythm-changes-42

Rhythm Changes Comping Study

After working on these three comping techniques separately, apply them to the rhythm
changes form as you mix them together in your playing.

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Here’s a rhythm changes chord study that you can learn, which uses the three techniques laid
out in this section, as you expand your harmonic vocabulary.

Work on each 8-bar section on their own at first, then bring them together when you’re ready to
work the study as a whole in your practice routine.

After you work out the chord study, put on the backing track and jam over the changes using
these chord shapes with your own ideas to take this further.

Rhythm Changes Backing Track rhythm-changes-backing-track

Click to Hear rhythm-changes-43

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Rhythm Changes Chord Subs – A Section
Once you have a strong foundation built with rhythm changes, you can explore common chord
subs over these popular changes.

In this section of the lesson, you look at a few examples of chord subs that are used to create
tension and release over the A and B sections of the tune.

These are not all of the subs possible, but it’s a solid introduction to a few of the most
commonly used rhythm changes chord subs in jazz.

You begin by looking at two ways to apply the dominant cycle over the A section of rhythm
changes, in particular the first four bars.

Dominant Cycle Subs 1

The first set of chord subs is based on running the dominant cycle, similar to the bridge of
rhythm changes, over the first four bars of the A section.

When doing so, you need to start on the #5 of the key, F#7 in the key of Bb, and work your way
around the cycle from there.

When doing so, you create a lot of tension in the first two bars, which then starts to settle
down in the last two bars of the phrase.

If you use these subs to solo over the tune, using patterns such as arpeggios, 1235, etc. are
best to outline the chords.

As well, using root-based chord shapes is preferred when using these subs in your comping.

Both approaches allow you to confidently outline the new chord changes, while leading the
band and listeners along the way in the process.

Here’s how those chord subs sound so that you can get them into your ears before you take
them onto your instrument in the woodshed.

Click to Hear rhythm-changes-44

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Dominant Cycle Subs 2
In the next set of dominant cycle subs, you start a tritone away from the original subs, here
starting on C7 instead of F#7, and working the cycle from there.

When doing so, you wind up with a B7 at the end of the cycle, which would resolve down by
half step to the Bb7 in bar 5 of the tune.

Again, this is a long set of subs, where you create a lot of tension along the way, and therefore
you need to work recognizable patterns over these chords in your solos.

As well, when comping these changes make sure to keep the root in your chords, at least most
of them, so that the band and audience can follow along with your subs.

Here’s how these chord subs sound over the A section, so you can get them into your ears
before you get them into your fingers.

Click to Hear rhythm-changes-45

Rhythm Changes Chord Subs – B Section

You now move on to applying two sets of chord subs to the bridge of rhythm changes, both
based on the tritone sub of the underlying dominant cycle.

Tritone subs are where you take a dominant 7 th chord, such as G7, and you play a 7 th chord a
tritone away from the original change, in this case Db7.

When doing so, both chords share a tritone, the 3 rd and 7th of each chord, which ties them
together and allows the subs to work in your playing.

For example, the 3 rd and 7th of G7 are B and F, while the 7 th and 3rd of Db7 are B and F, the
same notes with a different root note.

If you’re new to tritone subs, take your time and work the first examples until you have this
sound in your ears, then move on to the more complex second set of subs.

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As was the case with the A section, you can apply these subs to both your soloing and
comping over rhythm changes.

Tritone Subs 1
The first set of tritone subs uses one chord in place of the underlying chord in the tune.

Here, you play the tritone sub for each chord in the original changes. That means where you
see D7, you play Ab7 for example.

When doing so, you create tension over each bar in the progression, which is why most players
use one or two of these tritone subs in any given chorus.

To begin, practice using a tritone sub for every chord in the bridge, but over time you want to
pick and choose the right moments to use these subs.

This helps you use this popular jazz chord sub in your playing, but not overdo it and lose the
listener along the way if you play too many in an 8-bar phrase.

Here’s how those subs sound so that you can get them into your ears before you take them
onto the fretboard.

Click to Hear rhythm-changes-46

Tritone Subs 2
The second set of chord subs uses a tritone ii V over each chord in the underlying changes.

This means that you play the tritone sub of the given chord, Ab7 over D7 for example, then add
the iim7 of Ab7, Ebm7, in front of that chord.

This helps you create more movement in the bridge section of rhythm changes, and opens
things up for your ii V lines in this section of the tune.

Here’s how those chords sound to get them into your ears before you take them onto the
fretboard.

Click to Hear rhythm-changes-47

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Rhythm Changes Subs Sample Solo
Now that you worked out these subs on their own, it’s time to apply them to your playing in a
musical situation.

In this sample solo, you use the subs from this lesson to create a tension and release sound
over one chorus of rhythm changes.

The first 8 bars of the solo stick to the original changes, as if you were using these subs in real
life, you want to set up the original chords before delving into the subs.

From there, use most of the subs presented in this section to build a solo over the underlying
changes.

Go slow with this study, work it in small sections, then when you’re ready bring those sections
together to work the solo as a whole.

Lastly, once you can play this sample solo, put on the backing track and create your own lines
over the changes using the chord subs from this section of the article.

Rhythm Changes Backing Track rhythm-changes-backing-track

Click to Hear rhythm-changes-48

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Rhythm Changes Subs Comping Study
You now take the rhythm changes chord subs you learned earlier and play them in a comping
context.

The following chord study uses a number of subs that you explore earlier in this section,
starting in the second A section.

Again, this is to replicate a performance situation where you would set up the form and
harmony in the first 8 bars, before creating interest with the subs after that.

Go slow with this study, learn it with a metronome first, work it in 8 bar phrases, and then piece
it all together.

After you learn this study, put the backing track on and comp over the rhythm changes chords
using the subs you studied in this section of the lesson.

Rhythm Changes Backing Track rhythm-changes-backing-track

Click to Hear rhythm-changes-49

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