Lead and Scales (Guitar Lesson)


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Matt Brown

Lead and Scales

Matt Brown explains how to improvise over the changes to "All of Me."

Taught by Matt Brown in Jazz Guitar with Matt seriesLength: 7:54Difficulty: 2.0 of 5
Chapter 1: (07:54) All of Me Lead and Scales Review Time

In past lessons, Matt has covered some scale options for major, minor, and dominant chords. If necessary, watch lessons 4 and 5 again for a review of these concepts. In the current lesson, he applies this information to the chord changes of "All of Me."

Improvisation in the Jazz Style

Jazz improvisation features several key elements that contrast with improvisation in the blues, rock, and country styles. When playing a solo, most jazz guitarists switch scales with each chord change in the form. In the blues, rock, and country genres, one or two scales are typically played over an entire chord progression. Jazz melodies and solos typically feature a higher level of chromaticism as well. Chromatic notes are frequently played on weak beats to create a more colorful sound.

Matt improvises a solo over the chord changes to "All of Me" later in the lesson. After listening to the solo, print out the tablature provided under the "Supplemental Content" tab. Analyze where Matt plays chromatic notes. For example, notice the A# note that is played in measure 37. This note occurs on the "and" beat of three. It
resolves downward to the root of the A7 chord, A, on beat 4.

Although jazz improvisation features many unique characteristics, it also shares many characteristics with other genres. The rules of phrasing can be applied to a solo in any style. Remember that a phrase is the musical equivalent to the spoken or written sentence. A phrase must convey a logical, complete thought. In addition, punctuation must be added between sentences or phrases. This can be accomplished by resting or sustaining a note at the end of a phrase.

When playing any type of solo regardless of genre, the soloist must outline the chords played by the rhythm section. This is accomplished by playing chord tones on metrically strong beats. A chord tone does not have to be played on every downbeat. However, they should be played on most downbeats. Highlighting key resolutions between two chords also helps outline the progression. The most important resolution occurs between the third and seventh of two chords. The next most important resolution occurs between the ninth and the fifth of two adjacent chords in a progression.

Note: Open "Important Resolutions." This document is listed under the "Supplemental Content" tab.

The first example features a ii V I progression played in the key of C major. Notice how the seventh of the Dmi7 chord (C) resolves to the third of the G7 chord (B). At the end of the first measure, the seventh of the G7 chord (F) resolves to the third of Cmaj7 (E). These important resolutions help outline the changes within this progression.

Scale Options

A. Major Chords


The following scales are viable options when improvising over major chords:

-Major Scale (The fourth scale degree cannot be played on a downbeat.)

-Lydian Mode

-Major Pentatonic Scale

Minor Chords

The following scales are viable options when improvising over minor chords:

-Dorian Mode

-Minor Pentatonic Scale

-Aeolian Mode (Natural Minor Scale) Do not play the b6 scale degree on a downbeat!

Dominant Chords

The following scales are viable options when improvising over dominant chords:

-Minor Pentatonic (The note that is a perfect fourth above the root of the chord cannot be played on a downbeat.)

-Major Pentatonic

-Minor Blues Scale (The note that is a perfect fourth above the root of the chord cannot be played on a downbeat.)

-Major Blues Scale

-Mixolydian Mode (The fourth scale degree cannot be played on a downbeat.)

-Lydian Dominant Mode

-Bebop Dominant Scale (The fourth scale degree cannot be played on a downbeat.)

"All of Me" Chord Changes

The scale options listed above are applied to the chord changes to "All of Me."

CMA7: C Lydian, C major, C major pentatonic

E7: E Mixolydian, E Lydian Dominant, E Bebop Dominant, E minor pentatonic, E minor blues scale, E major pentatonic, E major blues scale

A7: A Mixolydian, A Lydian Dominant, A Bebop Dominant, A minor pentatonic, A minor blues scale, A major pentatonic, A major blues scale

DMI7: D Dorian, D Aeolian, D minor pentatonic

AMI7: A Dorian, A Aeolian, A minor pentatonic

D7: D Mixolydian, D Lydian Dominant, D Bebop Dominant, D minor pentatonic, D minor blues scale, D major pentatonic, D major blues scale

G7: G Mixolydian, G Lydian Dominant, G Bebop Dominant, G minor pentatonic, G minor blues scale, G major pentatonic, G major blues scale

F: F Lydian, F major, F major pentatonic

FMI7: F Dorian, F Aeolian, F minor pentatonic

EMI7: E Dorian, E Aeolian, E minor pentatonic

Note: Refer to the JamPlay scale library for fretboard patterns to these scales.

Watch and Learn!

Matt improvises a guitar solo over the chord changes to "All of Me." He chooses not to play this track along with the backing track to illustrate a specific point. Notice how he outlines the chord changes by placing chord tones on most of the strong beats. He also highlights key resolutions between each of the chords. As he plays through the solo, you can hear when the chords change even though no rhythm section is playing.

Steal These Licks!

Feel free to steal any of the licks Matt plays. Then, incorporate them into your own playing. Also, use these licks as a springboard for creating your own jazz lines.

Video Subtitles / Captions


Member Comments about this Lesson

Discussions with our instructors are just one of the many benefits of becoming a member of JamPlay.


Stallings1Stallings1 replied on April 9th, 2013

Matt - the lessons are great and very very valuable. But - one thing I notice is there is not a lot of lead playing i.e jazz lead. If you think of guys like Larry Carleton, Robben Ford, etc you know they are known as jazz guitarists. Any plans to explore this?

mattbrownmattbrown replied on April 10th, 2013

Hi there! Some of the later lessons deal more with playing solos. 19 and 20 have sample blues solos in the keys of Bb and F. I plan to do more with improvising solos the next time I film lessons. Not sure when that will be though...

akillianakillian replied on September 20th, 2010

Hello Matt, and thanks for your very nice lessons... I'm counting on you to clarify some questions i have got in mind for years, but never no one succeeded in giving me the right answer !!! For instance I have one here... I have recorded a succession of chords in my looper... which is like a loop with 2 bars of F7M followed by C7M... So of course if i improvise on C Lydian over the F7M and in C Major over the C7M, it sounds fine, and this for one particular reason is that i'm in fact staaying in the key of C Major, and that both chords are made of notes which belongs to this scale ! Now,... if i try to use the F Major on F7M and the C Lydian on C7M... For me it is normal that the second option doenst sound that good... since it is true that the 5diminished (B) sound good on the F instead of the 4th (Bb)... and inversely the 4th (F) sounds better than the 5diminshed (F#) on the C... because the series of chord in just in the key of C Major ! :s ...please tell me i'm wrong because i really would like to understand if and how i can make the second option sound fine ??? Thanks in advance Matt, Edouard

mattbrownmattbrown replied on October 4th, 2010

In this discussion, I think it's important to remember that music theory is just that - theory. Your ears should always be the ultimate determining factor in deciding whether something works or not. My advice is to check out some transcriptions of solos from your favorite players. Pay close attention to what scales they are using over a ii V I. This will give you some ideas on how to effectively use chromaticism. A book that really helped me out in this department is The Complete Joe Pass. http://www.amazon.com/Bays-Complete-Pass-Guitar-Masters/dp/0786667478/ref=sr_1_4?ie=UTF8&s=books&qid=1286206823&sr=8-4

mattbrownmattbrown replied on September 22nd, 2010

Well, here's something to consider: Over this progression, you could play C major over the whole thing. This is because both of these chords are diatonic to the tonality of C major. You're just playing a I to IV in C. You can also conceptualize this scenario as playing in C major over the C chord and playing in F Lydian over the F chord. This is because the scales of C major and F Lydian contain the same group of notes. Or, you can take a chord by chord approach to improvising. In that case, you can hypothetically use either C major or C Lydian over the C chord. By the same token, you can use F Lydian or F major over the F chord. When you use this approach over a diatonic progression, you have to be REALLY careful with how you use notes outside of C major such as the Bb in the F major scale and the F# in the C Lydian mode. These notes can be used as long as they are used in phrases that resolve in an appropriate way. For example, over a C chord, you can use the F# note as long as it is used in passing. Here's a quote from jazz pianist Shelly Berg that really makes sense of all this for me: "All twelve chromatic tones can be used in an improvised line, as long as consonant tones are placed on the principle beats. The last note of a line is the most important. If the note is highly consonant, it will validate what comes before it." Hope this helps!!

akillianakillian replied on September 22nd, 2010

Hello Matt, Thanks for your answer, i have learned now what diatonic means ! But i think i may come with another consideration then.. I totally agree the Shelly Berg's sentence... so actually, the important thing whatever we play, we place the consonant tones on the principal beats... that's what i'm trying to do of course when i go chromatic... But then, imagine, if i do I IV in loop.. and use C Lydian over C (without the F#) and F major over F (without Bb) then finaly i end up still using partial C Major scale made of 6 tones... In fact, i have understand years ago ..."how to improvise"... i used to look at a song... find out the common scale to all the chords... and then i was feeling free to improvise and have fun for hours... ...but this is mainly true for 99% of pop songs because they are mainly composed with diatonic chords! ;) Now I like Jazz, but even when i'm considering the ii v i in C i get diatonic chords to C major scale... :s Please help, i dont know how to escape from this diatonic syndrom... :s :s While i'll wait for your assistance, i'll go on some other lessons from you... for sure it will help ! regards, Edouard

akillianakillian replied on September 20th, 2010

sorry.. in the first option, please read : F Lydian over the F7M and in C Major over the C7M... F Lydian i mean f g a b c d e

jpfanboyjpfanboy replied on December 5th, 2009

Just wondering here.. but do you breath out when you improvise and when it's a pause you bearh in? for better phrasing?

mattbrownmattbrown replied on December 15th, 2009

yeah. exactly. Here's the idea behind this: Breathing along with your phrases prevents you from playing excessively long lines. Unlike sax players, trumpet players, vocalists, etc. guitarists can play never-ending phrases since we are not limited by our breathing. When improvising, get in the habit of taking in a breath as you start a phrase. Then, you must end your phrase before you run out of breath. This will help you avoid playing the musical equivalent of a run-on sentence.

mattbrownmattbrown replied on November 10th, 2008

Is it better now? I will also be adding a transcription of how I interpreted the melody and a transcription of the solo that I improvised. Stay tuned!

jboothjbooth replied on November 7th, 2008

Hello.. I just tried the sup content and it appears to be loading ok, you may want to try again as it could have been a temporary hickup of some sort.

cylonguitarcylonguitar replied on November 6th, 2008

supplement is broken.. i can't view it. is this only my problem? can someone else see the supplmental content?

Jazz Guitar with Matt

Found in our Beginner Lesson Sets

In this lesson set, Matt will teach you everything you need to know to fluently play jazz guitar.



Lesson 1

Intro to Jazz

Check out this lesson to learn some basic jazz theory & chord voicings.

Length: 31:36 Difficulty: 3.0 Members Only
Lesson 2

Voicings & Melodies

Learn some more advanced chord voicings as well as the Charleston rhythm.

Length: 19:13 Difficulty: 3.0 FREE
Lesson 3

Set II Voicings

Learn a handful of Set II voicings & round out your knowledge of the basic jazz chords.

Length: 27:08 Difficulty: 3.0 Members Only
Lesson 4

Applying Chords / Solo Ideas

Apply the chords you've learned & experiment with some solo ideas.

Length: 32:47 Difficulty: 3.0 Members Only
Lesson 5

Scales and Chords Together

Learn which scales work with which jazz chord voicings.

Length: 43:00 Difficulty: 3.0 Members Only
Lesson 6

Circle of Fifths

Matt sheds some light on the circle of fifths.

Length: 28:00 Difficulty: 3.0 Members Only
Lesson 7

Proper Practicing

Learn how to get the most out of your time when practicing.

Length: 31:00 Difficulty: 2.5 Members Only
Lesson 8

Proper Practicing Part 2

Here's the second installment of Matt's proper practicing lesson.

Length: 32:00 Difficulty: 3.0 Members Only
Lesson 9

Physicalities of Playing

Learn how to avoid carpal tunnel and other hand injuries by using proper technique.

Length: 46:19 Difficulty: 1.0 Members Only
Lesson 10

All of Me

Matt Brown teaches the jazz standard "All of Me."

Length: 31:12 Difficulty: 2.0 Members Only
Lesson 11

Lead and Scales

Matt Brown explains how to improvise over the changes to "All of Me."

Length: 7:54 Difficulty: 2.0 Members Only
Lesson 12

Estudio No. 1.

Matt Brown begins talking about solo arrangements in this lesson. He teaches Carcassi's "Estudio No. 1" as an introduction to this concept.

Length: 18:10 Difficulty: 2.5 Members Only
Lesson 13

Reviewing the ii V I Progression

Matt Brown returns to his Jazz series with a review lesson. He applies the standard ii V I progression to the circle of fifths.

Length: 18:10 Difficulty: 2.0 Members Only
Lesson 14

Turnback Progression

In lesson 14, Matt discusses the turnback progression in the jazz style.

Length: 22:20 Difficulty: 1.5 Members Only
Lesson 15

Set Three Voicings

Matt brown discusses and demonstrates the set three voicings used in jazz guitar.

Length: 25:42 Difficulty: 2.0 Members Only
Lesson 16

Jazz Solo Arrangement

In this lesson, Matt demonstrates how to practice jazz solo arrangements by taking a look at "Here's That Rainy Day."

Length: 35:10 Difficulty: 2.0 Members Only
Lesson 17

Expanding on the 12 Bar Blues

In lesson 17, Matt reviews and expands on the jazz version of the 12 bar blues form.

Length: 23:20 Difficulty: 2.0 Members Only
Lesson 18

Adding Voices

In this lesson, Matt adds to your voicing repertoire while playing the Charleston rhythm.

Length: 14:22 Difficulty: 2.0 Members Only
Lesson 19

Key of B Flat Major

Matt Brown talks about lead options when playing a blues in B flat major.

Length: 23:35 Difficulty: 2.0 Members Only
Lesson 20

Key of F

Matt Brown provides instruction and examples of playing jazz heads in the key of F. Once again, all examples follow the 12 bar blues form.

Length: 18:22 Difficulty: 2.0 Members Only
Lesson 21

Jazz Heads in B Flat

Matt Brown takes another look at blues heads in the key of B flat. In this lesson, he covers a head by Thelonious Monk.

Length: 10:03 Difficulty: 2.0 Members Only
Lesson 22

Tools for Solo Arrangements

Matt Brown takes a look at a solo arrangement and provides thoughts and tools necessary to complete this type of guitar playing.

Length: 23:13 Difficulty: 2.0 Members Only
Lesson 23

Introduction to Bossa Nova

Matt Brown starts breaking down the rhythmic tendencies and patterns to the Brazilian Bossa Nova style of playing.

Length: 17:56 Difficulty: 0.0 Members Only
Lesson 24

Blue Bossa #1

In lesson 24 of his Jazz series, Matt takes a look at the melody to Blue Bossa.

Length: 9:12 Difficulty: 0.0 Members Only
Lesson 25

Blue Bossa #2

Matt Brown takes a look at the available chord voicings for Blue Bossa.

Length: 10:39 Difficulty: 0.0 Members Only

About Matt Brown View Full Biography Matt Brown began playing the guitar at the age of 11. "It was a rule in my family to learn and play an instrument for at least two years. I had been introduced to a lot of great music at the time by friends and their older siblings. I was really into bands like Nirvana, Alice In Chains, and Smashing Pumpkins, so the decision to pick up the guitar came pretty easily."

Matt's musical training has always followed a very structured path. He began studying the guitar with Dayton, Ohio guitar great Danny Voris. I began learning scales, chords, and basic songs like any other guitarist. After breaking his left wrist after playing for only a year, Matt began to study music theory in great detail. I wanted to keep going with my lessons, but I obviously couldn't play at all. Danny basically gave me the equivalent of a freshman year music theory course in the span of two months. These months proved to have a huge impact on Brown's approach to the instrument.

Brown continued his music education at Capital University in Columbus, Ohio. He completed a degree in Classical Guitar Performance in 2002. While at Capital, he also studied jazz guitar and recording techniques in great detail. "I've never had any desire to perform jazz music. Its lack of relevance to modern culture has always turned me off. However, nothing will improve your chops more than studying this music."

Matt Brown currently resides in Dayton, Ohio. He teaches lessons locally as well as at Capital University's Community Music School. Matt's recent projects include writing and recording with his new, as of yet nameless band as well as the formation of a cover band called The Dirty Cunnies.

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