beginner's guide to improvisation


In PART ONE we learned how to use a note or two over a short chord sequence: the ubiquitous, overused but necessary ii / V.* We selected our note(s) from a short list of pitches that sound consonant in relation to BOTH of the chords. We essentially ignored the harmonic "changes" as a first step towards improvising with confidence.

Now we are going to choose pathways that specifically indicate which chord we're improvising over at any given time. This is much easier than it sounds, because these particular chords - ii and V - are very closely related to one another. In fact, there's only ONE note that has to move (or change) when we toggle between these two harmonies!

* Don't worry about the meaning of ii and V if you don't get that yet. It will all become clear in a moment.


Rather than get into a theoretical explanation, let's get right to PLAYING what we'll call TARGET TONES. Instead of taking one or two notes through both chord changes (as we did previously) we're going to choose what note to "land on" when we get to each chord change. Let's use the one note that MUST shift when we move from back and forth between ii and V.

In the key of C, we will play the note C on the ii chord, the first chord in the repeating sequence. On the V chord, we'll play the note B.* That's it. Try this using the same backing track we used in PART ONE.

ii V in C
That works pretty well, doesn't it? If you got messed up and started playing the wrong note in relation to the chord, that sounded pretty sour, didn't it? Here's why:

Let's name and dissect these chords so we can see how the notes C and B relate to their respective harmonic contexts. In the key of C, the ii chord is D minor seventh (notated as D-7 or Dm7 or Dmin7). We call it a "ii chord" because D is the 2nd note of the major scale that starts on C. D-7 contains the notes D - F - A - C (root, minor 3rd, perfect 5th, minor 7th - ALL minor 7th chords have this structure).

The V chord likewise is constructed on the 5th note of the C major scale - G. It's called G dominant seventh (notated as G7). G7 contains the notes G - B - D - F (root, major third, perfect 5th, minor 7th - ALL dominant 7th chords have this structure).

SO - The note "C" is the minor 7th of the D-7 chord; and the note "B" is the major 3rd of the G7 chord. Take a look at the example below to confirm this (because I might be lying, you never know).

*Bb and Eb instrumentalists: you can easily transpose these notes by now, yes? ii/V Examples
The first measure shows each full chord. I've dropped the root "G" down an octave to show you that the notes "D" and "F" are present in the middle of both chords. In measure two I've eliminated those "common tones" (and the irrelevant note "A"*). The arrows are showing you how the notes "C" and "B" relate to the roots - again, the "C" is the 7th of D-7; the "B" is the 3rd of G7. In the 3rd measure I've gotten rid of the root and put the "F" back into the mix. You'll see why that's important very soon. Finally, I've notated just the moving note that you experimented with a few paragraphs ago.

In a sense, then, this movement between "C" and "B" DEFINES the chord change! That's why they're called TARGET TONES. I have to confess that I told you a little white lie earlier. There is actually one other (very important) movement that defines the chord changes: the ROOT of each chord. If you move from the "D" on the D-7 to the "G" on the G7 that will give you a very clear sense of one chord changing to the other. I left this root motion out not because you can't use those notes, but because it is normally the job of the bass player to define the chord changes using root motion. Using the roots as the melody notes in your improvisation isn't wrong; it just might not be all that interesting.

*"A" is the perfect 5th of the D-7. It turns out that, because 5ths are present in almost all chord types, they don't help us to understand how the harmony works. Take this on faith for now, OK?


MORE TARGET TONES: 3rds and 7ths

Let's take this one step further. I've hinted at the importance of the 3rds and 7ths of chords, so it's time to be more specific about this. To make this possible, we're going to use a longer sequence of chords (there's only so much you can get out of just ii and V in this regard). The chord progression is:

ii / V / I / VI In the key of C, which translates to D-7 / G7 / CM7 / A7.

Now we have a complete turnaround, having added two chord changes (I and VI) to the original progression. Let's skip the chatter for a moment and PLAY some TARGET TONES through this set of changes. Here's the melody to start with:

C / B F / E D / C#
Target Tones
Here's a play-along track to use for this turnaround in C:

ii V I VI in C


Put down your horn for a second because we need to have a quick harmony discussion. After the root, the most important notes in any chord are the 3rd and 7th. Why? Because those two notes establish the QUALITY of the chord, and therefore transmit a lot of essential information to you, the improviser. Have a look at the following:
7th Chords
This example shows how 3 chord types, all using "C" as the root, are constructed. In the bass staff we have the notes "C" and "G", the root and 5th. You can see that they do not change as we change the quality of the chord. In the treble staff we have the 3rd and 7th of each chord type, C major 7th, C dominant 7th and C minor 7th (notated above each chord). You can see that the chord quality is determined by the type of 3rd and 7th in each chord.
  1. CM7 contains a MAJOR 3rd and MAJOR 7th
  2. C7 contains a MAJOR 3rd and a MINOR 7th
  3. C-7 contains a MINOR 3RD and a MINOR 7th
If you want to sound like you know what you're doing as a jazz player, you MUST (at the very least) know the ROOT and QUALITY of the chords you're improvising over. So grab your instrument and let's play JUST the 3rds and 7ths through the progression we've just started working with.
7th Chords
Notice how the 3rds and 7ths connect to one another by STEPWISE motion as you move through this progression. Now's the time to start improvising using this specific motion as your TARGET TONES. Experiment with the ORDER of the notes in each measure (since I've only notated the pattern 3 - 7). Feel free to use whatever rhythms occur to you. Embellish the notes however you like but, as always, HEAR IT BEFORE YOU PLAY IT.

In case you misplaced it, here's that backing track for the turnaround:

ii V I VI in C
Confused (or more curious) about JAZZ CHORDS? You're invited to take a few minutes to view our FREE JAZZ CHORD SPELLER VIDEOS. We made them to help you HEAR and VISUALIZE all the chord forms we use in jazz.


There's no clearer way to "play the changes" than to literally play the chords AS a melody. You can do this in a variety of ways:
  1. Simply play all 4 notes in order from bottom to top: root, 3rd, 5th, 7th. (Ex. 1) Then do the same thing from top to bottom. (Ex. 2)

  2. Alternate directions; play one ascending and the next descending: UP root, 3rd, 5th, 7th DOWN: root, 7th, 5th, 3rd. (Ex. 3) Then do it descending/ascending with the same shapes. (Ex. 4)

  3. Incorporate the TARGET TONES by changing the order of the chord tones. One way to do it is: UP root, 3rd, 5th, 7th DOWN 3rd, root, 7th, 5th, UP 3rd, 5th, 7th, root, DOWN 3rd, root, 7th, 5th (Ex. 5)

  4. Change the ORDER of the chord tones to achieve more interesting melodic shapes, as in Ex. 6. Use the knowledge you acquired working with just 3rds and 7ths to guide you from one chord sound to the next.
Target Tones
To save you an exhausting trip back up the page, here's that play-along track one mo' time:

ii V I VI in C
You can get a lot of mileage out of this simple technique. The beboppers certainly did!

As always, you'll want to do this in all 12 keys. This 4 bar turnaround occurs, in various guises, in a huge number of standard tunes. Mastering it will go a long way towards helping you internalize the jazz tradition. Think of it as a springboard to the development of your own personal musical language.

You can purchase backing tracks for the ii/V/I/VI chord progression in All 12 Keys HERE.

GO to PART 3 → → →

Go HERE for more info on getting some individual help with your improvising.

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14 Responses to Beginner’s Guide To Improv – Part 2

    • admin says:

      You’re mostly correct. The “6” chord in the key of C would be A-7, spelled A C E G. Many times in jazz we substitute a dominant 7th chord in that spot in order to create a “V – I” going to the ii chord. The technical term for this is secondary dominant. Note that the only difference is that the C becomes a C#. Good question!

  1. Dell Krauchi says:


    Thus far…I like the way you are explaning things…but at the same time – I feel as if we are “leaping across the Grand Canyon!”

    I am a guitar instructor and I have been endavoring to find the “missing link” to improvisation – and you are very close to what I have been looking for. Do you provide “paid” – and therefore, more detailed instruction in these points?

    Thank you.


  2. Dell Krauchi says:


    Question: In the diagram “iiVexamples” – I see that the D-7 is in root postion – not sure if this really matters at all. However, I am not sure why you would drop the “G” down an octave if this chord is ALSO to be in root position? Should this not be laid out the same as the D-7? So, G-B-D-F? This would put the G in the bass – as it is?

    So… [D-F]-A-C

    …I might see why you would want do this in a way – in that you want us to “see” the D-F as well as the C-B.

    Note: So, D-F are removed as they are common between the two chords and A is removed as it is the 5th. Correct? F is the 3rd of D and the 7th of G. So, with F back in, you can use three tones, for each chord change: for D-7, D-F-C; for G7, G-F-B. Would this be correct?

    Statement: “In a sense, then, this movement between “C” and “B” DEFINES the chord change!”
    Question: May I ask why this is so?

    Question: Why is A7 used? Should this not be A-7, as A is minor in C?

    Note: I can see why the 3rd and 7th are what they are. The 3rd determines if the chord is either Major or Minor – the 7th determines if the chord is either Major or Dominant. These two, when considered like this – are very similar.

    Great stuff…thank you!

    • admin says:

      Everything you say here is exactly right:

      “I might see why you would want do this in a way – in that you want us to “see” the D-F as well as the C-B.

      Note: So, D-F are removed as they are common between the two chords and A is removed as it is the 5th. Correct? F is the 3rd of D and the 7th of G. So, with F back in, you can use three tones, for each chord change: for D-7, D-F-C; for G7, G-F-B.”

      I’m showing the “essential” notes in order to explain the resolution between ii and V. I say that the movement from C to B “defines” the resolution because it is the only note that resolves (besides the roots) when you move from one chord to the next. This wouldn’t much matter if improvisers didn’t make use of this, but they do – these half step resolutions of 3rds and 7ths are absolutely exploited by players all over the place. I try to demonstrate some very simple versions of this in the Using Chord Tones exercise.

      • Dell Krauchi says:

        Been making good use – and progress too, I hope, with the above information.

        Just for interest, and a question, when soloing over the VI to ii-7 – why does a Bb “seem” to work? For example, on the VI, I play Bb-A-G-F – with the F taking me to ii-7. Would the Bb be considered a “passing tone”?

        • admin says:

          Good ear, Dell. The A7 as played on the track has a b9 (which is a typical alteration on a VII chord). So the Bb is actually a chord tone (ie the flatted ninth).

  3. Dell Krauchi says:

    Just for clarification:
    When playing:
    1. a D-7 chord, I can use D E F G A, but I must land on the C when that chord is played
    2. a G7 chord, I can use D E F G A, but I must land on the B when that chord is played


    • admin says:

      You CAN use D E F G A if you want to and you CAN make the distinction between the C on the D-7 and the B on the G7. You don’t have to. You’re kind of mixing up two different exercises. The short answer is that you can play anything you like from the C major scale that sounds good to you on either of these two chords but if you want to make it very clear to the listener that you’re moving from ii to V, then the C to B motion will get that point across. The bottom line is: you’re training your ear to recognize all of these sounds.

  4. Richard says:

    This is the most useful and clearly, unconfusing thing on the web that I read, thank you
    Very very nice, and I appreciate the info 😀

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