Non-Diatonic Progressions (Guitar Lesson)

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Matt Brown

Non-Diatonic Progressions

In lesson 20, Matt discusses chord progressions that don't follow a diatonic tonality.

Taught by Matt Brown in Rock Guitar with Matt Brown seriesLength: 29:07Difficulty: 2.0 of 5
Chapter 1: (02:01) Introduction Lesson Overview

In past lessons pertaining to improvisation, Matt has discussed chord progressions that are diatonic to a specific tonality. A progression is "diatonic" to a major or minor tonality when all of the notes within it are contained in a specific major or minor scale. No accidentals or notes outside of the scale are included in a diatonic progression. Another way to describe diatonic progressions is to say that they contain no chromatic notes outside of a specific scale. At this point, Matt has explained and demonstrated diatonic progressions in both the major and natural minor (Aeolian) tonalities.

In this lesson, Matt addresses two solo sections from songs taught in Phase 3 that are examples of non-diatonic progressions. A non-diatonic minor progression is analyzed as well as a non-diatonic major progression. The music theory behind these progressions is analyzed in detail. You will also learn why certain scale options discussed in this series are effective choices when improvising over these progressions.

Note: Matt often refers to non-diatonic progressions as "bluesy" progressions. The chromaticism within these progressions tend to give them a more "bluesy" feel in comparison to diatonic progressions.
Chapter 2: (07:20) Alive Progression The rhythm guitar part played under the solo section to Pearl Jam's "Alive" consists of four simple chords. A vamp consisting of the E, G, D, and A major chords is repeated 18 times. Basic "open" chord voicings are used for each of the chords. When performed live, the solo section is repeated an unspecified amount of times until the soloist Mike McCready brings the song to a close. Watch and listen at 00:38 as Matt demonstrates the progression.

Note: Fretboard diagrams to all chords discussed in the lesson video can be found under the "Supplemental Content" tab.

When determining whether a chord progression is diatonic or not, it must be closely examined from a theoretical perspective. Always follow the steps listed below:

1. Determine the key center. The key center is often referred to as tonic. Think of tonic as the home base that the chord progression seems to gravitate towards. Let your ears guide you when determining the key center. Keep in mind that the tonic chord is not always necessarily the first chord that occurs in the progression. It just so happens to be in this instance. The home base chord is E major. Consequently, we know that the chord is in some sort of E tonality. It could be in E major, E Mixolydian, E Lydian, etc.

Modes and additional tonalities such as the harmonic minor tonality and its subsequent modes will be discussed later in the series. For now, please refer to the following lesson sets for information about the modes of the major scale:

Kris Norris - Phase 2 Artist Lessons
Brad Henecke - Phase 2 Classic Rock Lessons

2. Analyze how the chords function in relation to the tonic chord.

Remember that the chords in a progression can be labeled with Roman numerals according to their relationship to the tonic chord. Uppercase Roman numerals are used for chords built from major or augmented triads. Lowercase Roman numerals are used for chords built from minor or diminished triads.

The Roman numeral analysis is based on the spelling of the major scale of the key center. We have already determined that the key center is E. The E major scale is spelled as follows: E, F#, G#, A, B, C#, D#, E.

In relation to this tonality, the chord progression consists of the following chords: I (E major), bIII (G major), bVII (D major), and IV (A major)

3. Determine whether or not the progression is diatonic.

Listed below are the chords that are diatonic to a major key. In the "Alive" progression, The G major chord (bIII) and the bVII chord D are not diatonic to the E major tonality.

I - Major
ii - minor
iii - minor
IV - major
V - major
vi - minor
viio - diminished

4. Determine which scales will work over the progression from a purely theoretical perspective.

If the individual notes within the chord progression are analyzed, the following list results: E, F#, G, G#, A, B, C#, D. Which scales contain these notes?

All of the notes within the E minor pentatonic scale are contained within the progression. E minor pentatonic is spelled E, G, A, B, D, E. The E major pentatonic scale also contains many of the same notes as the progression (E, F#, G#, A, B, C#, E) as does the E minor blues scale: E, G, A, Bb, B, D, E.

The E major blues scale also features many of the notes in the progression. It is spelled E, F#, G, G#, A, B, C#, E. It contains all of the notes in the progression except for D.

E Dorian (E, F#, G, A, B, C#, D, E) is also another option to consider.

Note: Fretboard patterns to all of the scales discussed in this lesson can be found under the "Supplemental Content" tab.

5. Determine which of the theoretical scale options are actually effective when applied to the chord progression. Improvise with each of the scales while playing with a backing track to decide what sounds appealing to you.

In the context of the solo progression and the larger context of the song, E minor pentatonic, E minor blues, and E Dorian are the most effective scale choices. The other options sound rather strange and inappropriate even though they work from a theoretical perspective. Oddly enough, playing the G# note from the major blues and major pentatonic scales does not sound appropriate over the progression. This is due to the fact that G# only sounds consonant in relation to the tonic E major chord.
Chapter 3: (06:28) Improvised Solo Mike McCready's Approach to the Solo

Mike McCready once noted: "Basically, I copied Ace Frehley's solo from 'She,' which, of course, was copied from Robby Krieger's solo in the Doors' 'Five to One.'"

Note: Tablature to Mike McCready's original recorded solo on "Alive" can be found under the "Supplemental Content" tab.

McCready's recorded solo consists mainly of composed licks and a few improvised ideas. When Pearl Jam plays the song live, most of the solo is improvised. However, McCready, like most great improvisers frequently throws in memorized licks from his vast lead guitar vocabulary.

Matt's Approach to the Solo

Listen to Matt's interpretation of the "Alive" solo section. Matt improvises almost all of the solo. However, he includes several of the memorable licks from the original solo. When playing such a famous and memorable solo, it's usually a good idea to throw in some of the trademark licks to satisfy the audience's expectations.

Trademark Licks

Matt demonstrates the opening lick to the solo at 02:48

Another classic lick is demonstrated at 03:35. This lick occurs in measure 21 of the original solo.

A repeating lick is demonstrated at 03:50. Refer back to lesson 9 for review information pertaining to the importance and benefits of repeating licks.

A double stop lick involving fretted notes played against a drone high E note is demonstrated at 04:09. This lick begins in measure 25 of McCready's solo.

The recorded solo ends with an ascending series of memorized unison bend licks. Refer back to lesson 7 for information about unison bends. Ending a solo with a memorized lick serves as an excellent cue to the other band members to signal that the solo is ending.
Chapter 4: (04:23) Rhythm Backing Practice your improvisational skills while Matt plays the rhythm part to "Alive." Remember to count! The progression is repeated 18 times.
Chapter 5: (04:01) Heaven Beside You Solo The chord progression played under the solo to Alice In Chains' "Heaven Beside You" is an example of a non-diatonic progression in a minor tonality. Matt demonstrates the progression at the beginning of this scene. Listen to this example several times to internalize the sound of it.

When determining how to approach playing a solo over this progression, follow the same steps listed in the previous scene.

1. Determine the key center. The home base chord of this progression is E minor. Consequently, we know that the progression is in some sort of E minor tonality. It could be in E natural minor, E Phrygian, E harmonic minor, etc.

2. Analyze how the chords function in relation to the tonic chord.

The Roman numeral analysis for minor progressions is typically written based on the spelling of the natural scale of the key center. We have already determined that the key center is E minor. The E natural minor scale is spelled as follows: E, F#, G, A, B, C, D, E.

In relation to this tonality, the chord progression consists of the following chords: i(E minor), III (G major), II+(F# augmented).

Note: The "+" symbol indicates that a chord contains an augmented triad.

3. Determine whether or not the progression is diatonic.

Listed below are the chords that are diatonic to the natural minor tonality. In the "Heaven Beside You" progression, The F#+ chord contains an A# (Bb) note that is not diatonic to E natural minor.

i - minor
iio - diminished
III - major
iv - minor
v - minor
VI - major
VII - major

4. Determine which scales will work over the progression from a purely theoretical perspective.

If the individual notes within the chord progression are analyzed, the following list results: E, F#, G, A#(Bb), B, D. Which scales contain these notes?

All of the notes within the E minor pentatonic scale are contained within the progression. E minor pentatonic is spelled E, G, A, B, D, E.

E minor blues is another effective choice: E, G, A, Bb, B, D, E

E Dorian (E, F#, G, A, B, C#, D, E) is also another option to consider.

Note: Fretboard patterns to all of the scales discussed in this lesson can be found under the "Supplemental Content" tab.

5. Determine which of the theoretical scale options are actually effective when applied to the chord progression. Improvise with each of the scales while playing with a backing track to decide which options sound appealing to your ears.

In this case, all of the theoretical scale options work with the progression. Hopefully you are beginning to notice that the minor pentatonic, minor blues scale, and the Dorian mode are popular choices when improvising over a "bluesy" non diatonic progression regardless of whether the progression is played in a major or minor tonality.
Chapter 6: (04:51) Written and Improvised Solo Jerry Cantrell's Approach to the Solo

A transcription to Jerry Cantrell's original recorded solo can be found under the "Supplemental Content" tab.

Like many of his recorded solos, the solo to "Heaven Beside You" consists mainly of composed licks. When the solo section is performed live, Cantrell improvises the first half. He ends the solo with the same repeating lick from the original recording. This lick begins in measure 9 of the transcription.

Watch and listen as Matt demonstrates the original recorded solo and an improvised solo. What differences do you notice? What effect do these differences make on the overall sound and feel of the solo?

Note: The guitars on the original recording are tuned down 1/2 step. Matt is playing in standard tuning for the purposes of this lesson.

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.

bluesheavybluesheavy replied

Matt first I want to say the only reason I have all these questions is I'm slowly beginning to understand theory and your lessons have helped me to understand some of the reason things occur in music. My question is how would I know what chords to use outside of a typical major or minor scale to develope a song. Blues I understand is a weird mix it uses the I iv v progression but really uses the 5 th degree of the separate keys to accomplish this.

mattbrownmattbrown replied

Glad to hear that you're interested in learning some theory about chord progressions! I think you made an important point...Musical style tends to dictate what types of chords are commonly used. I've picked up a lot of good information from theory books and from trying to analyze songs that I like and why the chords work within them...Other than the diatonic chords that get used in major for instance, diminished chords are often used in passing between chords whose root notes are a full step apart. For example C - C# diminished - Dm. Secondary dominant chords are also pretty prevalent....that's a topic you might want to google....Also, in a lot of rock/pop, a the minor and diminished chords within the major tonality are replaced with major chords whose root notes are a half step lower. For example, In the key of C major, the iii chord is Em. Instead of using this chord, you might see an Eb major chord in a progression....Or instead of the ii chord, Dm, you might see Db major...Instead of Am, you might see Ab major. Instead of B diminished, Bb major...hope you get the idea...this should give you a bunch of ideas to get you started.

flyrerflyrer replied

Great lesson Matt, Good to have some electric rock back !!!!!!

mattbrownmattbrown replied

Thanks!!! I think Jason has plenty more of this type of stuff coming from our June batch of filming. I imagine you'll see a few more rock lessons this week.

Jason.MounceJason.Mounce replied

More Matt is definitely on the way!

mattbrownmattbrown replied

Hey everybody, the audio / backing tracks for scene 6 should be fixed soon! Thanks for your patience!!

Rock Guitar with Matt Brown

Found in our Beginner Lesson Sets

Chuck Berry among others pioneered the style of rock and roll in the 1950's. Today, rock and roll remains the most popular genre of music. Over the years the genre has progressed & spawned many sub-genres: soft rock, classic rock, punk rock, and more. Dive into this Phase 2 set of lessons to become a master of rock.

Proper PracticingLesson 1

Proper Practicing

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

Length: 29:00 Difficulty: 2.0 Members Only
Introduction to LeadLesson 2

Introduction to Lead

Matt Brown discusses some of the fundamentals to playing lead.

Length: 15:41 Difficulty: 1.5 Members Only
Figuring Out NotesLesson 3

Figuring Out Notes

Matt shows you the basics of figuring out any note on the guitar.

Length: 7:00 Difficulty: 2.0 Members Only
ScalesLesson 4


Learn the basic minor, natural, and major scales. Quite a few techniques & ideas start with scales - they're an essential building block.

Length: 34:15 Difficulty: 3.0 Members Only
Major ScalesLesson 5

Major Scales

In this lesson, Matt takes you through the major scales & helps you to understand how they can be used.

Length: 20:25 Difficulty: 3.0 Members Only
Natural Minor ScalesLesson 6

Natural Minor Scales

Matt teaches the most common natural minor scale patterns.

Length: 13:24 Difficulty: 3.0 Members Only
BendingLesson 7


Learn & master the most popular types of bends.

Length: 27:48 Difficulty: 2.5 Members Only
Sweep Picking & RakesLesson 8

Sweep Picking & Rakes

Learn sweep picking and string rakes.

Length: 18:36 Difficulty: 3.0 Members Only
Solo TechniquesLesson 9

Solo Techniques

Learn various techniques to use when improvising / soloing.

Length: 12:51 Difficulty: 3.0 Members Only
Tuning DownLesson 10

Tuning Down

Matt explains the most effective way to tune your guitar down.

Length: 7:18 Difficulty: 2.0 Members Only
Barre ChordsLesson 11

Barre Chords

Learn how to establish finger independence and a few tips and tricks with barre chords.

Length: 37:18 Difficulty: 2.5 Members Only
Rock LicksLesson 12

Rock Licks

In this lesson, Matt Brown introduces a rock lick and shows how several famous players have modified it.

Length: 19:30 Difficulty: 2.0 Members Only
Rock SequencesLesson 13

Rock Sequences

In this lesson Matt teaches some crucial rock sequences. He also explains how these sequences can be integrated in to your playing.

Length: 34:52 Difficulty: 2.0 Members Only
String SkippingLesson 14

String Skipping

Matt Brown focuses on string skipping technique. He provides several exercises designed to improve this aspect of your playing.

Length: 33:09 Difficulty: 2.0 Members Only
IntervalsLesson 15


Lesson 15 in Matt's rock series is all about intervals.

Length: 34:47 Difficulty: 2.0 Members Only
Rock Lead GuitarLesson 16

Rock Lead Guitar

Matt Brown demonstrates lead guitar techniques using Aerosmith's "Sweet Emotion" as an example.

Length: 29:24 Difficulty: 2.5 Members Only
Solo Using Diatonic ScalesLesson 17

Solo Using Diatonic Scales

Matt Brown explains which scales can be used when playing a solo over a diatonic progression in a major key. As an example, he teaches the solo section to Candlebox's song "Far Behind."

Length: 33:02 Difficulty: 2.5 Members Only
Diatonic Natural Minor Lesson 18

Diatonic Natural Minor

This lesson covers the natural minor scale and diatonic natural minor progressions. Matt uses the solo section to "Stairway to Heaven" as an example.

Length: 24:55 Difficulty: 2.5 Members Only
Right Hand TechniqueLesson 19

Right Hand Technique

In lesson 19 Matt provides instruction on developing right hand skills including string skipping.

Length: 26:38 Difficulty: 2.0 Members Only
Non-Diatonic ProgressionsLesson 20

Non-Diatonic Progressions

In lesson 20, Matt discusses chord progressions that don't follow a diatonic tonality.

Length: 29:07 Difficulty: 2.0 Members Only
Harmonic MinorLesson 21

Harmonic Minor

Matt begins to discuss and demonstrate the harmonic minor scale.

Length: 29:46 Difficulty: 2.0 Members Only
Improvising Over Harmonic MinorLesson 22

Improvising Over Harmonic Minor

In lesson 22, Matt continues his discussion of the harmonic minor tonality.

Length: 14:36 Difficulty: 2.5 Members Only
Sweet Child O' MineLesson 23

Sweet Child O' Mine

In lesson 23, Matt takes a look at the solo section for the song "Sweet Child O' Mine."

Length: 19:43 Difficulty: 2.5 Members Only
TodayLesson 24


Matt will be taking a look at the solo section from the live version of the Smashing Pumpkins song "Today".

Length: 7:29 Difficulty: 2.5 Members Only
Back In Black SoloLesson 25

Back In Black Solo

Matt Brown reviews and discusses the solo section to AC/DC's hit "Back In Black".

Length: 9:34 Difficulty: 2.5 Members Only
BrotherLesson 26


In lesson 26, Matt covers the solo section from the Alice in Chains song "Brother".

Length: 9:42 Difficulty: 2.5 Members Only
Matt's Rock ManifestoLesson 27

Matt's Rock Manifesto

Matt Brown discusses lead guitarists, what makes a good solo, and tips for your own lead playing.

Length: 41:06 Difficulty: 0.5 Members Only
Legato Playing ExercisesLesson 28

Legato Playing Exercises

Matt Brown teaches a number of exercises aimed at improving your legato playing technique.

Length: 37:16 Difficulty: 1.5 Members Only
Right Hand ExercisesLesson 29

Right Hand Exercises

Matt Brown demonstrates a few exercises to build skill and speed in your right hand.

Length: 15:06 Difficulty: 1.5 Members Only
String Skipping EtudeLesson 30

String Skipping Etude

Matt Brown teaches Heitor Villa-Lobos' 1st Etude as a lesson in string skipping.

Length: 38:47 Difficulty: 3.0 Members Only
Three Octave ScalesLesson 31

Three Octave Scales

Matt Brown demonstrates how to play three octave versions of the minor pentatonic and the major scales in all 12 keys.

Length: 16:56 Difficulty: 2.0 Members Only
Diatonic IntervalsLesson 32

Diatonic Intervals

Matt Brown demonstrates how to play all seven of the diatonic intervals within the framework of a horizontal major scale.

Length: 23:01 Difficulty: 1.5 Members Only
Diatonic 7th ArpeggiosLesson 33

Diatonic 7th Arpeggios

Matt Brown discuss diatonic arpeggios as a theory lesson as well as demonstrating the technique.

Length: 9:55 Difficulty: 1.5 Members Only
Diatonic 7ths Across the NeckLesson 34

Diatonic 7ths Across the Neck

Matt Brown explains how to play the diatonic seventh chords of the major scale. Similar to lesson 32, this lesson takes a horizontal approach to the fretboard.

Length: 10:46 Difficulty: 1.5 Members Only
Solo Ideas #1Lesson 35

Solo Ideas #1

Matt Brown teaches a progression and accompanying solo to demonstrate ideas for creating your own.

Length: 21:34 Difficulty: 2.0 Members Only
Solo Ideas #2Lesson 36

Solo Ideas #2

Matt Brown takes a look at another chord progression and solo.

Length: 17:29 Difficulty: 2.0 Members Only
Legato Playing IdeasLesson 37

Legato Playing Ideas

In lesson 37 of the Rock Series, Matt Brown demonstrates and talks about legato playing ideas.

Length: 21:24 Difficulty: 2.5 Members Only
Rhythm ConceptsLesson 38

Rhythm Concepts

Matt Brown switches gears in lesson 38 to start talking about rhythm concepts for rock playing.

Length: 27:44 Difficulty: 1.5 Members Only
Compositional TechniquesLesson 39

Compositional Techniques

Matt Brown discusses some often used techniques to build effective rock compositions.

Length: 17:27 Difficulty: 1.5 Members Only
Creative Chord VoicingsLesson 40

Creative Chord Voicings

Matt Brown shows off some ways to add some creativity and originality to your rock chord voicings.

Length: 11:59 Difficulty: 1.5 FREE
Lead ApproachLesson 41

Lead Approach

Matt Brown takes another look at his approach to soloing. He demonstrates ideas you can use in your own playing.

Length: 12:10 Difficulty: 2.0 Members Only
Lead Approach #2Lesson 42

Lead Approach #2

Matt Brown adds practice to his lead approach by giving you another chord progression to solo over.

Length: 7:14 Difficulty: 2.0 Members Only
Lead Approach #3Lesson 43

Lead Approach #3

Matt Brown has another chord progression and solo exercise to go over in this lesson on lead approach.

Length: 10:25 Difficulty: 2.0 Members Only
String Skipping RevisitedLesson 44

String Skipping Revisited

Matt Brown takes another look at string skipping. He breaks down some key areas of Matteo Carcassi's Allegro as an exercise.

Length: 16:29 Difficulty: 2.5 Members Only
Matt Brown

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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